SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

     THIS  SECOND  AMENDED  AND  RESTATED  REGISTRATION  RIGHTS  AGREEMENT (this
"Agreement") is entered into as of September 27, 2001, by and among E-Rex, Inc.,
a  corporation  duly  incorporated  and  existing under the laws of the State of
Nevada  (the "Company"), and Swartz Private Equity, LLC (hereinafter referred to
as  "Investor"),  and  amends and restates the Amended and Restated Registration
Rights  Agreement between the parties dated on or about March 8, 2001, which was
originally  dated  on  or  about  December  22,  2000.

                                    RECITALS:

     WHEREAS,  pursuant  to the Company's offering ("Offering") of up to Fifteen
Million  Dollars  ($15,000,000) of Common Stock of the Company, pursuant to that
certain  Second  Amended and Restated Investment Agreement of even date herewith
(the  "Investment  Agreement") between the Company and the Investor, the Company
has agreed to sell and the Investor has agreed to purchase, from time to time as
provided in the Investment Agreement, shares of the Company's Common Stock for a
maximum  aggregate  offering  amount  as  described  above;

     WHEREAS, pursuant to the terms of the Investment Agreement, the Company has
agreed  to  issue  and  has  issued  to  the Investor the Commitment Warrants to
purchase  a  number  of  shares of Common Stock, exercisable for seven (7) years
from  their  respective  dates  of  issuance  (the  "Commitment Warrants" or the
"Warrants");  and

     WHEREAS, pursuant to the terms of the Investment Agreement, the Company has
agreed  to provide the Investor with certain registration rights with respect to
the Common Stock to be issued in the Offering and the Common Stock issuable upon
exercise  of  the  Warrants  as  set  forth  in  this  Agreement.

                                     TERMS:

     NOW,  THEREFORE,  in consideration of the mutual promises, representations,
warranties,  covenants  and conditions set forth in this Agreement and for other
good  and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,  the  parties  hereto  agree  as  follows:

     1.   Certain  Definitions.  As  used  in  this  Agreement  (including the
Recitals  above),  the  following  terms shall have the following meanings (such
meanings to be equally applicable to both singular and plural forms of the terms
defined):

          "Additional  Registration  Statement" shall have the meaning set forth
in  Section  3(b).

          "Amended  Registration  Statement" shall have the meaning set forth in
Section  3(b).
          "Business  Day"  shall  have  the  meaning set forth in the Investment
Agreement.

          "Closing Bid Price" shall have the meaning set forth in the Investment
Agreement.

          "Commitment  Warrant"  shall  have  the  meaning  as  set forth in the
Investment  Agreement.

          "Common  Stock"  shall  mean the common stock, par value $0.01, of the
Company.

          "Due  Date"  shall mean the date that is one hundred twenty (120) days
after  the  date  of  this  Agreement.

          "Effective  Date"  shall  have  the  meaning set forth in Section 2.3.

          "Exchange  Act"  shall  mean  the  Securities Exchange Act of 1934, as
amended,  together  with  the  rules  and  regulations  promulgated  thereunder.

          "Filing  Deadline"  shall  mean  October  31,  2001.

          "Ineffective Period" shall mean any period of time after the Effective
Date  during the term hereof that the Registration Statement or any Supplemental
Registration  Statement  (each  as  defined  herein)  becomes  ineffective  or
unavailable  for use for the sale or resale, as applicable, of any or all of the
Registrable  Securities  (as defined herein) for any reason (or in the event the
prospectus  under  either  of  the  above  is  not  current  and  deliverable).

          "Investment  Agreement"  shall  have  the  meaning  set  forth  in the
Recitals  hereto.

          "Investor"  shall  have  the meaning set forth in the preamble to this
Agreement.

          "Holder" shall mean Investor, and any other person or entity owning or
having  the  right  to acquire Registrable Securities or any permitted assignee.

          "Piggyback  Registration" and "Piggyback Registration Statement" shall
have  the  meaning  set  forth  in  Section  4.

          "Put" shall have the meaning as set forth in the Investment Agreement.

          "Register," "Registered," and "Registration" shall mean and refer to a
registration  effected  by  preparing  and  filing  a  registration statement or
similar  document in compliance with the Securities Act and pursuant to Rule 415
under  the Securities Act or any successor rule, and the declaration or ordering
of  effectiveness  of  such  registration  statement  or  document.

          "Registrable  Securities"  shall have the meaning set forth in Section
2.1.

          "Registration  Statement"  shall have the meaning set forth in Section
2.2.

          "Rule  144"  shall  mean  Rule  144, as amended, promulgated under the
Securities  Act.
          "Securities  Act"  shall  mean the Securities Act of 1933, as amended,
together  with  the  rules  and  regulations  promulgated  thereunder.

          "Supplemental Registration Statement" shall have the meaning set forth
in  Section  3(b).

          "Warrants"  shall  have  the  meaning set forth in the above Recitals.

          "Warrant  Shares"  shall  mean  shares  of  Common Stock issuable upon
exercise  of  any  Warrant.

     2.   Required  Registration.

          2.1     Registrable Securities. "Registrable  Securities"  shall  mean
                  ------------------------
those  shares of the Common Stock of the Company together with any capital stock
issued in replacement of, in exchange for or otherwise in respect of such Common
Stock,  that  are:  (i)  issuable  or  issued  to  the  Investor pursuant to the
Investment Agreement, or (ii) issuable or issued upon exercise of the Commitment
Warrants; provided, however, that notwithstanding the above, the following shall
not  be  considered  Registrable  Securities:

                  (a)  any Common Stock which  would  otherwise  be deemed to be
Registrable  Securities,  if and to the extent that those shares of Common Stock
may  be  resold  in  a  public  transaction  without volume limitations or other
material  restrictions  without registration under the Securities Act, including
without  limitation,  pursuant  to  Rule  144  under  the  Securities  Act;  and

                  (b)  any  shares  of  Common  Stock which  have been sold in a
private transaction in which the transferor's  rights  under  this Agreement are
not assigned.

          2.2     Filing  of Initial  Registration Statement. The Company shall,
                  ------------------------------------------
by the Filing Deadline, file a registration statement ("Registration Statement")
on  Form  SB-2 (or other suitable form, at the Company's discretion, but subject
to  the  reasonable  approval  of  Investor), covering the resale of a number of
shares  of  Common  Stock  as  Registrable  Securities  equal to at least Thirty
Million  (30,000,000)  shares  of  Common  Stock  and shall cover, to the extent
allowed  by  applicable  law,  such indeterminate number of additional shares of
Common  Stock that may be issued or become issuable as Registrable Securities by
the  Company  pursuant to Rule 416 of the Securities Act.  In the event that the
Company  has  not  filed the Registration Statement by the Filing Deadline, then
the  Company  shall  pay  to Investor an amount equal to $500, in cash, for each
                             --------                                   --------
Business  Day  after  the  Filing  Deadline until such Registration Statement is
   ----------------------------------------
filed,  payable within ten (10) Business Days following the end of each calendar
   -                            -------------
month  in  which  such  payments  accrue.

          2.3     Registration  Effective  Date.  The  Company  shall  use  its
                  ------------------------------
reasonable best efforts to have the Registration Statement declared effective by
the  SEC (the date of such effectiveness is referred to herein as the "Effective
Date")  by  the  Due  Date.

          2.4     Shelf  Registration.  The  Registration  Statement  shall  be
                  --------------------
prepared  as  a  "shelf"  registration  statement  under  Rule 415, and shall be
maintained effective until all Registrable Securities are resold pursuant to the
Registration  Statement.

          2.5     Supplemental Registration Statement.  Anytime the Registration
                  ------------------------------------
Statement  does not cover a sufficient number of shares of Common Stock to cover
all  outstanding  Registrable Securities, the Company shall promptly prepare and
file  with  the  SEC such Supplemental Registration Statement and the prospectus
used  in  connection  with  such  registration  statement as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition
of  all such Registrable Securities and shall use its reasonable best efforts to
cause  such Supplemental Registration Statement to be declared effective as soon
as  possible.

     3.   Obligations  of the Company.  Whenever required under this Agreement
to  effect  the  registration  of any Registrable Securities, the Company shall,
with  reasonable  haste:

          (a)  Prepare  and  file  with  the  Securities and Exchange Commission
("SEC") a Registration Statement with respect to such Registrable Securities and
use  its  reasonable best efforts to cause such Registration Statement to become
effective  and  to  remain  effective until the earlier of (i) the date that all
Registrable  Securities  are  resold pursuant to such Registration Statement, or
(ii) the date that is one (1) year after the Termination Date (as defined in the
Investment  Agreement).

          (b)  Prepare  and file with the SEC such amendments and supplements to
such  Registration  Statement  and  the  prospectus used in connection with such
Registration  Statement  ("Amended  Registration Statement") or prepare and file
any  additional  registration  statement  ("Additional  Registration Statement,"
together  with  the  Amended  Registration Statement, "Supplemental Registration
Statements") as may be necessary to comply with the provisions of the Securities
Act  with  respect  to  the  disposition  of  all  securities  covered  by  such
Supplemental Registration Statements or such prior registration statement and to
cover  the  resale  of  all  Registrable  Securities.

          (c)  Furnish  to  the  Holders such numbers of copies of a prospectus,
including  a  preliminary  prospectus  (if  applicable),  in conformity with the
requirements  of  the  Securities  Act,  and  such  other  documents as they may
reasonably  request  in  order  to  facilitate  the  disposition  of Registrable
Securities  owned  by  them.

          (d)  Use  its  reasonable  best  efforts  to  register and qualify the
securities covered by such Registration Statement under such other securities or
Blue  Sky  laws  of  Georgia,  Florida  and of all other jurisdictions where the
Company  is legally required, provided that the Company shall not be required in
connection  therewith  or as a condition thereto to qualify to do business or to
file  a  general  consent  to  service  of  process  in  any  such  states  or
jurisdictions.

          (e)     [Intentionally  Left  Blank].

          (f)  As  promptly  as  practicable after becoming aware of such event,
notify  Swartz  Private  Equity,  LLC of the happening of any event of which the
Company  has  knowledge,  as  a  result  of which the prospectus included in the
Registration  Statement,  as  then  in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary  to  make  the statements therein, in light of the circumstances under
which they were made, not misleading, use its reasonable best efforts to prepare
a  supplement  or amendment to the Registration Statement to correct such untrue
statement  or  omission,  and  deliver  a number of copies of such supplement or
amendment  to  each  Holder  as  such  Holder  may  reasonably  request.

          (g)  Provide Swartz Private Equity, LLC with notice of the date that a
Registration  Statement  or  any Supplemental Registration Statement registering
the  resale  of the Registrable Securities is declared effective by the SEC, and
the  date  or  dates  when  the  Registration  Statement is no longer effective.

          (h)  Provide  Swartz Private Equity, LLC and their representatives the
opportunity  and  a  reasonable  amount  of  time,  based upon reasonable notice
delivered  by  the  Company,  to  conduct  a reasonable due diligence inquiry of
Company's  pertinent financial and other records and make available its officers
and  directors  for  questions  regarding  such  information  as  it  relates to
information  contained  in  the  Registration  Statement.

          (i)  Provide  Swartz  Private  Equity, LLC and its representatives the
opportunity  to  review  the  Registration  Statement  and  all  amendments  or
supplements  thereto  prior to their filing with the SEC by giving the Holder at
least  five  (5)  business  days  advance  written  notice prior to such filing.

          (j)  Provide each Holder with prompt notice of the issuance by the SEC
or  any  state  securities commission or agency of any stop order suspending the
effectiveness  of the Registration Statement or the initiation of any proceeding
for  such purpose.  The Company shall use its reasonable best efforts to prevent
the  issuance  of  any  stop  order and, if any is issued, to obtain the removal
thereof  at  the  earliest  possible  date.

          (k) Use its reasonable best efforts to list the Registrable Securities
covered  by  the Registration Statement with all securities exchanges or markets
on  which  the  Common  Stock  is  then listed and prepare and file any required
filing  with  the  NASD, American Stock Exchange, NYSE and any other exchange or
market  on  which  the  Common  Stock  is  listed.

     4.   Ineffective  Period.

          (a)  Ineffective  Period  Payment. Within five (5) Business Days after
            ----------------------------
     the last  day of any Ineffective Period, the Company  will  pay to the
     Investor in cash ("Ineffective Period Payments"), an  amount  equal to  the
     number  of shares of Common Stock issued to the Investor in  any  Put  with
     a  Pricing Period End Date (as defined in the Investment Agreement) that is
     thirty (30) business days or less prior to the date  that  the  Ineffective
     Period  commences,  multiplied  by  the difference  of

                    (i)  the highest closing price of the Company's Common Stock
          for any  trading  day  during  the  Ineffective  Period,

                    minus

                    (ii)  the lowest closing price of the Company's Common Stock
          for the five (5) trading days including and immediately following the
          last trading  day  of  such  Ineffective  Period.

          (b)  Liquidated  Damages.  The  parties  hereto  acknowledge and agree
               -------------------
that,  with respect to the sums payable as Ineffective Period Payments,  (i) the
amount of loss or damages likely to be incurred by the Holder is incapable or is
difficult  to  precisely  estimate, (ii) the amounts specified bear a reasonable
proportion  and are not plainly or grossly disproportionate to the probable loss
likely  to  be incurred by the Investor, and (iii) the parties are sophisticated
business  parties  and have been represented by sophisticated and able legal and
financial  counsel  and  negotiated  this  Agreement  at  arm's  length.

     5.   Piggyback  Registration.  If  anytime  prior  to  the  date  that  the
Registration  Statement  is  declared effective or during any Ineffective Period
the  Company  proposes  to  register  (including for this purpose a registration
effected  by  the  Company  for  shareholders other than the Holders) any of its
Common  Stock under the Securities Act in connection with the public offering of
such  securities  solely for cash (other than a registration relating solely for
the sale of securities to participants in a Company stock plan or a registration
on  Form  S-4  promulgated  under the Securities Act or any successor or similar
form  registering  stock  issuable  upon  a  reclassification,  upon  a business
combination  involving  an  exchange of securities or upon an exchange offer for
securities  of  the  issuer or another entity), the Company shall, at such time,
promptly  give  each  Holder  written  notice of such registration (a "Piggyback
Registration  Statement").  Upon the written request of each Holder given by fax
within  ten  (10)  days after mailing of such notice by the Company, the Company
shall  cause  to be included in such registration statement under the Securities
Act  all of the Registrable Securities that each such Holder has requested to be
registered  ("Piggyback  Registration")  to  the  extent such inclusion does not
violate  the  registration  rights  of  any other security holder of the company
granted  prior  to the date hereof; provided, however, that nothing herein shall
prevent  the  Company from withdrawing or abandoning such registration statement
prior  to  its  effectiveness.

     6.   Limitation  on  Obligations  to  Register  under  a  Piggyback
Registration.  In  the  case  of  a  Piggyback  Registration  pursuant  to  an
underwritten  public  offering  by  the  Company,  if  the  managing underwriter
determines  and  advises  in writing that the inclusion in the related Piggyback
Registration  Statement  of  all  Registrable Securities proposed to be included
would  interfere  with the successful marketing of the securities proposed to be
registered  by  the  Company, then the Company shall not be required to register
all  of  the Registrable Securities in such underwritten public offering and the
number  of  such  Registrable  Securities  to  be  included  in  such  Piggyback
Registration  Statement,  to  the  extent any such Registrable Securities may be
included  in such Piggyback Registration Statement, shall be allocated among all
Holders  who  had requested Piggyback Registration pursuant to the terms hereof,
in  the  proportion  that  the  number of Registrable Securities which each such
Holder  seeks  to  register  bears to the total number of Registrable Securities
sought to be included by all Holders. If required by the managing underwriter of
such  an underwritten public offering, the Holders shall enter into an agreement
limiting  the  number of Registrable Securities to be included in such Piggyback
Registration  Statement and the terms, if any, regarding the future sale of such
Registrable  Securities.

     7.   Dispute  as  to  Registrable  Securities.  In  the  event  the Company
believes  that  shares  sought  to be registered under Section 2 or Section 5 by
Holders  do  not constitute "Registrable Securities" by virtue of Section 2.1 of
this  Agreement  on  the  grounds that such shares are resalable, without volume
limitations,  pursuant  to  exemption from registration under Rule 144(k) of the
Act,  and  the status of those shares as Registrable Securities is disputed, the
Company  shall  provide,  at  its  expense,  an  Opinion  of Counsel, reasonably
acceptable  to  the  Holders of the Securities at issue (and satisfactory to the
Company's transfer agent to permit the sale and transfer), that those securities
may  be  sold  immediately,  without  volume  limitation  or  other  material
restrictions,  without  registration under the Securities Act, by virtue of Rule
144(k)  or  similar  provisions.

     8.   Furnish  Information.  At  the  Company's request,  each  Holder shall
furnish  to  the  Company  such  information  regarding  Holder, the Registrable
Securities held by it, and the intended method of disposition of such securities
to  the extent required to effect the registration of its Registrable Securities
or  to determine that registration is not required pursuant to Rule 144 or other
applicable  provision  of  the  Securities  Act.  The  Company shall include all
information  provided  by  such  Holder  pursuant  hereto  in  the  Registration
Statement,  substantially  in  the  form  supplied,  except  to  the extent such
information  is  not  permitted  by  law.

     9.   Expenses.  All  expenses,  other  than  commissions  and  fees  and
expenses  of  counsel  to  the  selling  Holders,  incurred  in  connection with
registrations,  filings  or  qualifications  pursuant hereto, including (without
limitation)  all  registration,  filing  and  qualification  fees, printers' and
accounting  fees,  fees  and  disbursements of counsel for the Company, shall be
borne  by  the  Company.

     10.  Indemnification.  In  the  event  any  Registrable  Securities  are
included  in  a  Registration  Statement  under  this  Agreement:

          (a)     To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, the officers, directors, partners, legal counsel, and
accountants  of  each Holder, any underwriter (as defined in the Securities Act,
or  as  deemed  by  the  Securities  Exchange  Commission,  or as indicated in a
registration  statement)  for  such Holder and each person, if any, who controls
such  Holder  or  underwriter within the meaning of Section 15 of the Securities
Act  or  the  Exchange  Act, against any losses, claims, damages, or liabilities
(joint  or  several)  to which they may become subject under the Securities Act,
the  Exchange Act or other federal or state law, insofar as such losses, claims,
damages,  or  liabilities  (or  actions  in respect thereof) arise out of or are
based  upon  any  of  the  following  statements  or  omissions:  (i) any untrue
statement  or  alleged  untrue  statement  of  a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, or (ii) the omission
or  alleged  omission  to  state  therein  a material fact required to be stated
therein,  or  necessary  to  make the statements therein not misleading, and the
Company  will  reimburse  each  such Holder, officer or director, underwriter or
controlling  person  for any legal or other expenses reasonably incurred by them
in  connection  with  investigating  or  defending any such loss, claim, damage,
liability,  or action; provided, however, that the indemnity agreement contained
in  this  subsection  10(a) shall not apply to amounts paid in settlement of any
such  loss,  claim,  damage, liability, or action if such settlement is effected
without  the  consent  of  the  Company (which consent shall not be unreasonably
withheld),  nor  shall the Company be liable in any such case for any such loss,
claim,  damage,  liability,  or action to the extent that it arises out of or is
based  upon  a  violation  which  occurs in reliance upon and in conformity with
written  information  furnished  expressly  for  use  in  connection  with  such
registration  by  any such Holder, officer, director, underwriter or controlling
person;  provided however, that the above shall not relieve the Company from any
other  liabilities  which  it  might  otherwise  have.

          (b)     Promptly  after  receipt  by  an  indemnified party under this
Section  10  of  notice  of  the  commencement  of  any  action  (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is  to  be made against any indemnifying party under this Section 10, deliver to
the  indemnifying  party  a  written  notice of the commencement thereof and the
indemnifying  party  shall  have the right to participate in, and, to the extent
the  indemnifying  party  so  desires, jointly with any other indemnifying party
similarly  noticed,  to  assume,  the  defense  thereof  with  counsel  mutually
satisfactory  to the parties; provided, however, that an indemnified party shall
have  the right to retain its own counsel, with the reasonably incurred fees and
expenses  of  one  such  counsel  to  be  paid  by  the  indemnifying  party, if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying party would be inappropriate due to actual or potential conflicting
interests between such indemnified party and any other party represented by such
counsel  in  such  proceeding.  The  failure  to  deliver  written notice to the
indemnifying  party  within  a  reasonable  time of the commencement of any such
action,  if  materially  prejudicial to its ability to defend such action, shall
relieve  such indemnifying party of any liability to the indemnified party under
this  Section  10,  but  the  omission  so  to  deliver  written  notice  to the
indemnifying  party will not relieve it of any liability that it may have to any
indemnified  party  otherwise  than  under  this  Section  10.

          (c)     To  the  extent  that the foregoing undertaking by the Company
may  be  unenforceable  for  any  reason,  the  Company  shall  make the maximum
contribution  to  the  payment  and  satisfaction  of  each  of  the indemnified
liabilities which it would be required to make if such foregoing undertaking was
enforceable  which  is  permissible  under  applicable  law.

          (d)     The  obligations of the Company and Holders under this Section
10  shall survive the resale, if any, of the Common Stock, and the completion of
any  offering  of  Registrable Securities in a Registration Statement under this
Agreement.

     11.  Reports Under Exchange Act.  With  a  view  to making available to the
Holders  the  benefits  of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration, the Company agrees
to:

          (a)     make and keep public information available, as those terms are
understood  and  defined  in  Rule  144;  and

          (b)     use  its  reasonable  best  efforts  to file with the SEC in a
timely  manner all reports and other documents required of the Company under the
Securities  Act  and  the  Exchange  Act.

     12.  Amendments  to  Registration  Rights.  Any provision of this Agreement
may  be amended and the observance thereof may be waived (either generally or in
a  particular instance and either retroactively or prospectively), only with the
written  consent  of the Company and the written consent of each Holder affected
thereby.  Any  amendment  or  waiver  effected in accordance with this paragraph
shall  be  binding  upon  each Holder, each future Holder, and the Company.  The
Company  will provide the Investor at least three (3) business days notice prior
to  filing  any  amendment  to  the  Registration  Statement or any amendment or
supplement  to  the
Prospectus  and shall give the Investor the opportunity to review and comment on
any  such  amendment  or supplement, unless such information amounts to "Insider
Information,"  as  defined  in  the  Act.

     13.  Notices.  All  notices  required  or  permitted  under  this Agreement
shall  be made in writing signed by the party making the same, shall specify the
section  under  this  Agreement  pursuant  to  which  it  is given, and shall be
addressed  if  to  (i)  the  Company at: E-Rex, Inc., Attention: Carl E. Dilley,
President  &  CEO,  11645  Biscayne  Boulevard,  Suite  210,  Miami,  FL  33160;
Telephone: (305) 895-3350, Facsimile: (305) 895-1400, (or at such other location
as  directed  by the Company in writing), to the Investor at 300 Colonial Center
Parkway,  Suite  300,  Roswell,  GA 30076, Telephone: (770) 640-8130, Facsimile:
(770)  640-7150;  and  (iii)  any  subsequent  Holders  at their respective last
address as the party as shown on the records of the Company.  Any notice, except
as otherwise provided in this Agreement, shall be made by fax (with the original
sent by overnight courier) and shall be deemed given at the time of transmission
of  the  fax.

     14.  Termination.  This  Agreement  shall  automatically  terminate  on the
date  all  Registrable  Securities  cease  to  exist (as that term is defined in
Section  2.1  hereof);  but  without  prejudice  to  (i) the parties' rights and
obligations  arising  from  breaches  of  this Agreement occurring prior to such
termination  (ii)  other  indemnification  obligations  under  this  Agreement.

     15.  Assignment.  No  assignment,  transfer  or  delegation,  whether  by
operation of law or otherwise, of any rights or obligations under this Agreement
by  the  Company  or  any  Holder, respectively, shall be made without the prior
written  consent  of  the  majority  in  interest of the Holders or the Company,
respectively;  provided  that  the  rights  of  a Holder may be transferred to a
subsequent  holder  of  the  Holder's  Registrable  Securities  (provided  such
transferee  shall  provide  to  the  Company,  together  with  or  prior to such
transferee's  request  to  have  such  Registrable  Securities  included  in  a
Registration,  a  writing  executed by such transferee agreeing to be bound as a
Holder by the terms of this Agreement), and the Company hereby agrees to file an
amended  registration  statement including such transferee as a selling security
holder thereunder; and provided further that the Company may transfer its rights
and  obligations  under  this  Agreement  to a purchaser of all or a substantial
portion  of  its business if the obligations of the Company under this Agreement
are  assumed  in  connection  with  such  transfer,  either  by  merger or other
operation of law (which may include without limitation a transaction whereby the
Registrable  Securities  are  converted  into  securities  of  the  successor in
interest)  or  by  specific  assumption  executed  by  the  transferee.

     16.  Governing  Law.  This  Agreement  shall  be  governed by and construed
in  accordance  with  the  laws of the State of Georgia applicable to agreements
made  in  and  wholly  to  be performed in that jurisdiction, except for matters
arising  under  the  Securities  Act or the Exchange Act, which matters shall be
construed and interpreted in accordance with such laws.  Any dispute arising out
of  or  relating to this Agreement or the breach, termination or validity hereof
shall  be  finally  settled  by  the  federal  or state courts located in Fulton
                                                                          ------
County,  Georgia.
----------------

     17.  Execution  in  Counterparts  Permitted.  This  Agreement  may  be
executed  in  any  number  of  counterparts,  each of which shall be enforceable
against  the  parties  actually  executing  such  counterparts, and all of which
together  shall  constitute  one  (1)  instrument.

     18.  Specific  Performance.  The  Holder  shall  be  entitled to the remedy
of  specific performance in the event of the Company's breach of this Agreement,
the  parties  agreeing  that  a  remedy  at  law  would  be  inadequate.

     19.  Legal  Fees.  In  the event that  it  becomes  necessary to litigate a
dispute  hereunder,  the  prevailing party shall be entitled to reimbursement of
its  reasonable  legal  fees.

     20.  Entire  Agreement;  Written  Amendments  Required.  This  Agreement,
including  the  Exhibits  attached  hereto, the Investment Agreement, the Common
Stock certificates, and the other documents delivered pursuant hereto constitute
the  full and entire understanding and agreement between the parties with regard
to the subjects hereof and thereof, and no party shall be liable or bound to any
other party in any manner by any warranties, representations or covenants except
as  specifically  set  forth  herein  or  therein.  Except as expressly provided
herein,  neither  this  Agreement  nor  any  term hereof may be amended, waived,
discharged  or terminated other than by a written instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge or termination
is  sought.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of this
27th  day  of  September,  2001.
               ---------

                              E-REX,  INC.


                                   /s/ Carl E. Dilley
                              By:  ____________________________________
                                   Carl  E.  Dilley,  President  &  CEO

                         Address:  11645  Biscayne  Boulevard,  Suite  210
                                   Miami,  FL  33160
                                   Telephone:  (305)  895-3350
                                   Facsimile:  (305)  895-1400


                              INVESTOR:
                              SWARTZ  PRIVATE  EQUITY,  LLC.


                                   /s/ Eric S. Swartz
                              By:  ________________________________
                                   Eric  S.  Swartz,  Manager

                         Address:  300  Colonial  Center  Parkway
                                   Suite  300
                                   Roswell,  GA  30076
                                   Telephone:  (770)  640-8130
                                   Facsimile:  (770)  640-7150