[THE LEBRECHT GROUP, APLC LETTERHEAD]




                                October 15, 2001


E-Rex,  Inc.
11645  Biscayne  Boulevard,  Suite  210
Miami,  FL  33181
Attn:  Carl  E.  Dilley,  President

     RE:     FEE  PROPOSAL

Dear  Mr.  Dilley:

     This letter will confirm our understanding whereby you have agreed to issue
to  Brian  A. Lebrecht, principal of The Lebrecht Group, APLC, 470,000 shares of
common  stock  (the  "Shares")  of  E-Rex,  Inc.  (the  "Company")  as  partial
consideration  for legal services rendered to the Company in the area of general
corporate  legal services and preparing the Company's filings as required by the
Securities  Exchange  Act  of 1934 (the "Services").  Upon sale of any or all of
the  Shares,  an  amount  equal  to 75% of the net proceeds will be applied as a
credit  against amounts due from the Company to The Lebrecht Group, APLC for the
Services.

     As  additional  consideration for the Services, you have agreed to issue to
Mr.  Lebrecht  warrants  to acquire up to $20,000 in Company common stock as set
forth  in  the  proposed  Warrant  Agreement  attached  hereto as Exhibit A (the
"Warrants").  The  Warrants  will be exercisable for a period of 24 months at an
exercise price equal to 50% of the market price of the shares to be acquired, as
defined  in  the  Warrant  Agreement.

     If  this letter correctly sets forth our agreement, please indicate by your
signature  below.  Other  than  as set forth herein, the terms and conditions of
the  Engagement Agreement between the Company and The Lebrecht Group, APLC shall
remain  in  full  force  and  effect.


                         Sincerely,

                         /s/ Brian A. Lebrecht
                         ___________________________

                         Brian  A.  Lebrecht,  Esq.
                         The  Lebrecht  Group,  APLC


     The  undersigned  hereby confirms and agrees that this letter, executed and
effective  this  15th  day  of  October,  2001,  sets forth my understanding and
agreement  with  The  Lebrecht  Group,  APLC.


E-Rex,  Inc.
a  Nevada  corporation


/s/ Carl E. Dilley
____________________________________
By:     Carl  E.  Dilley
Its:    President





                                   EXHIBIT  A

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF 1933, AS AMENDED ("THE ACT"), OR THE SECURITIES LAWS OF
ANY  STATE,  AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE
144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF  SECURITIES),  OR  (iii)  AN  OPINION  OF  COUNSEL,  IF SUCH OPINION SHALL BE
REASONABLY  SATISFACTORY  TO  COUNSEL  TO  THE  ISSUER,  THAT  AN EXEMPTION FROM
REGISTRATION  UNDER  THE  ACT  AND  APPLICABLE  STATE  LAW  IS  AVAILABLE.

                                   WARRANT

                                 E-Rex,  Inc.

           (Incorporated  under  the  laws  of  the  State  of  Nevada)


THIS IS TO CERTIFY that, for value received, Brian A. Lebrecht (the "Holder") is
entitled, subject to the terms and conditions set forth herein, to purchase from
E-Rex, Inc. (the "Company") that number of shares of common stock of the Company
equal  to  the  Principal  Value  divided  by  the  Closing  Price (the "Warrant
Securities").  For purposes hereof, the Principal Value shall be equal to Twenty
Thousand  Dollars  ($20,000.00),  minus  any  amount  of  the  Principal  Value
previously  exercised.  For  purposes  hereof,  the Closing Price shall be fifty
percent (50%) of the closing bid price on the day immediately before the date of
exercise.

     1.     EXERCISABILITY. This Warrant may be exercised in whole or in part at
any  time,  or  from time to time, between the date of October 15, 2001 and 5:00
p.m.  Pacific  Time on October 15, 2003, by presentation and surrender hereof to
the Company of a notice of election to purchase duly executed and accompanied by
payment  by  check  or  wire  transfer of the applicable amount of the Principal
Value  then  exercised.

     2.     MANNER  OF  EXERCISE.  In  case of the purchase of less than all the
Warrant  Securities,  the  Company  shall cancel this Warrant upon the surrender
hereof and shall execute and deliver a new warrant of like tenor for the balance
of  the  Warrant Securities.  Upon the exercise of this Warrant, the issuance of
certificates  for securities, properties or rights underlying this Warrant shall
be  made  forthwith (and in any event within three (3) business days thereafter)
without  charge to the Holder including, without limitation, any tax that may be
payable  in respect of the issuance thereof: provided, however, that the Company
shall not be required to pay any tax in respect of income or capital gain of the
Holder.

     If  and  to  the extent this Warrant is exercised, in whole or in part, the
Holder  shall  be entitled to receive a certificate or certificates representing
the  Warrant  Securities  so  purchased,  upon presentation and surrender to the
Company  of  the form of election to purchase attached hereto duly executed, and
accompanied  by  payment  of  the  purchase  price.

     3.     NO REQUIREMENT TO EXERCISE.  Nothing contained in this Warrant shall
be  construed  as  requiring  the Holder to exercise this Warrant prior to or in
connection  with  the  effectiveness  of  a  registration  statement.

     4.     NO  STOCKHOLDER RIGHTS.  Unless and until this Warrant is exercised,
this  Warrant  shall not entitle the Holder hereof to any voting rights or other
rights as a stockholder of the Company, or to any other rights whatsoever except
the  rights  herein  expressed,  and, no dividends shall be payable or accrue in
respect  of  this  Warrant.

     5.     EXCHANGE.  This Warrant is exchangeable upon the surrender hereof by
the  Holder  to  the  Company for new warrants of like tenor representing in the
aggregate  the  right  to  purchase the number of Warrant Securities purchasable
hereunder,  each  of  such  new warrants to represent the right to purchase such
number of Warrant Securities as shall be designated by the Holder at the time of
such  surrender.

     Upon  receipt  by  the Company of evidence reasonably satisfactory to it of
the  loss,  theft,  destruction  or  mutilation of this Warrant, and, in case of
loss,  theft or destruction, of indemnity or security reasonably satisfactory to
it  and  reimbursement  to  the  company  of  all reasonable expenses incidental
thereto,  and  upon surrender and cancellation hereof, if mutilated, the Company
will  make  and  deliver a new warrant of like tenor and amount, in lieu hereof.

     6.     ELIMINATION  OF  FRACTIONAL  INTERESTS.  The  Company  shall  not be
required  to  issue  certificates  representing fractions of securities upon the
exercise of this Warrant, nor shall it be required to issue scrip or pay cash in
lieu  of  fractional interests.  All fractional interests shall be eliminated by
rounding  any  fraction up to the nearest whole number of securities, properties
or  rights  receivable  upon  exercise  of  this  Warrant.

     7.     RESERVATION  AND  LISTING  OF  SECURITIES.  The Company shall at all
times reserve and keep available out of its authorized shares of Common Stock or
other  securities,  solely for the purpose of issuance upon the exercise of this
Warrant,  such  number of shares of Common Stock or other securities, properties
or  rights as shall be issuable upon the exercise hereof.  The Company covenants
and  agrees  that,  upon  exercise  of this Warrant and payment of the Principal
Value,  all  shares  of  Common  Stock  and  other securities issuable upon such
exercise  shall  be  duly and validly issued, fully paid, non-assessable and not
subject  to  the  preemptive  rights  of  any  stockholder.

     8.     NOTICES  TO  HOLDER.  If at any time prior to the expiration of this
Warrant  or  its  exercise,  any  of  the  following  events  shall  occur:

     (a)  the  Company  shall  take  a record of the holders of any class of its
securities  for  the  purpose  of  entitling  them  to  receive  a  dividend  or
distribution  payable otherwise than in cash, or a cash dividend or distribution
payable  otherwise than out of current or retained earnings, as indicated by the
accounting  treatment  of  such  dividend  or  distribution  on the books of the
Company;  or

     (b)  the  Company  shall  offer  to  all  the  holders  of  a  class of its
securities  any  additional shares of capital stock of the Company or securities
convertible  into or exchangeable for shares of capital stock of the Company, or
any  option  or  warrant  to  subscribe  therefor;  or

     (c)  a dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation or merger) or a sale of all or substantially all
of  its  property,  assets  and  business  as  an  entirety  shall  be proposed.

then,  in  any one or more said events, the Company shall give written notice of
such event to the Holder at least fifteen (15) days prior to the date fixed as a
record  date  or the date of closing the transfer books for the determination of
the  stockholder  entitled  to  such  dividend,  distribution,  convertible  or
exchangeable  securities  or  subscription  rights,  or entitled to vote on such
proposed  dissolution,  liquidation,  winding  up  or  sale.  Such  notice shall
specify  such record date or the date of closing the transfer books, as the case
may  be.

     9.     TRANSFERABILITY.  This  Warrant  shall  not  be  transferable by the
Holder.

     10.    INFORMATIONAL  REQUIREMENTS.  The  Company  will  transmit  to  the
Holder  such  information, documents and reports as are generally distributed to
stockholders  of  the Company concurrently with the distribution thereof to such
stockholders.

     11.    NOTICE.  Notices  to be given to the Company or the Holder shall be
deemed  to  have  been  sufficiently  given  if  delivered personally or sent by
overnight courier or messenger or sent by registered or certified mail (air mail
if  overseas),  return  receipt  requested, or by telex, facsimile transmission,
telegram  or  similar  means  of communication.  Notices shall be deemed to have
been  received  on the date of personal delivery, telex, facsimile transmission,
telegram  or  similar  means  of  communication,  or  if  sent  by  certified or
registered  mail,  return  receipt requested, shall be deemed to be delivered on
the  third  business  day after the date of mailing.  The address of the Company
and  of  the  Holder  shall  be  as  set  forth  in  the Subscription Agreement.

     12.    CONSENT  TO  JURISDICTION AND SERVICE.  The Company consents to the
jurisdiction  of  any court of the State of California, and of any federal court
located  in  California,  in  any  action  or  proceeding  arising  out of or in
connection  with  this  Warrant.  The  Company  waives  personal  service of any
summons,  complaint  or  other  process  in  connection  with any such action or
proceeding  and  agrees  that  service  thereof  may  be made, by certified mail
directed  to  the  Company at the location provided in Section 11 hereof, or, in
the  alternative,  in  any other form or manner permitted by law. Orange County,
California  shall  be  proper  venue.

     13.    SUCCESSORS.  All the covenants and provisions of this Warrant shall
be  binding  upon  and inure to the benefit of the Company, the Holder and their
respective  legal  representatives,  successors  and  assigns.

     14.    ATTORNEYS  FEES.  In  the  event the Investors or any holder hereof
shall refer this Warrant to an attorney to enforce the terms hereof, the Company
agrees  to  pay  all  the costs and expenses incurred in attempting or effecting
collection  hereunder, including reasonable attorney's fees, whether or not suit
is  instituted.

     15.    GOVERNING  LAW.  THIS  WARRANT  SHALL  BE  GOVERNED,  CONSTRUED AND
INTERPRETED  UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO
THE  RULES  GOVERNING  CONFLICTS  OF  LAW.


     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed by
the  signature  of  its  President  and  its  seal  affixed  and attested by its
Secretary  and  to  be  delivered  in  Miami,  Florida.



Dated:  October  15,  2001                    E-Rex,  Inc.

                                              /s/ Carl E. Dilly
                                              __________________________________
                                              By:     Carl  E.  Dilley
                                              Its:    President





                         [FORM  OF  ELECTION  TO  PURCHASE]


     The  undersigned,  the  holder  of the attached Warrant, hereby irrevocably
elects  to  exercise  the purchase right represented by this Warrant Certificate
for,  and  to  purchase  securities of E-Rex, Inc. and herewith makes payment of
$______  therefor,  and  requests  that  the certificates for such securities be
issued  in  the name of, and delivered to _______________________, whose address
is  _________________________________________.




Dated:     ____________________,  20___      ___________________________________

                                             By:     ___________________________


                                        (Signature  must  conform  in  all
                                        respects  to name of holder as specified
                                        on  the face of the Warrant Certificate)



                                        ________________________________________
                                        (Insert  Social  Security  or  Other
                                        Identifying  Number  of  Holder)