THIS  WARRANT  AND  THE  SECURITIES  ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR  ANY  STATE  SECURITIES  LAW,  AND  MAY  NOT  BE  SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED  OR  OTHERWISE  DISPOSED  OF OR EXERCISED UNLESS (i) A REGISTRATION
STATEMENT  UNDER  THE  SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL
HAVE  BECOME  EFFECTIVE  WITH  REGARD  THERETO,  OR  (ii)  AN  EXEMPTION  FROM
REGISTRATION  UNDER  THE  SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE  IN  CONNECTION  WITH  SUCH  OFFER,  SALE  OR  TRANSFER.

AN  INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK.  HOLDERS MUST
RELY  ON  THEIR  OWN  ANALYSIS  OF  THE  INVESTMENT  AND ASSESSMENT OF THE RISKS
INVOLVED.

Warrant  to  Purchase
2,700,000shares
---------

                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                                   E-REX, INC.

     THIS  CERTIFIES  that  Swartz  Private Equity, LLC or any subsequent holder
                            ---------------------------
hereof  pursuant  to Section 8 hereof ("Holder" or "Investor"), has the right to
purchase from E-REX, INC., a Nevada corporation (the "Company"), up to 2,700,000
                                                                       ---------
fully  paid  and  nonassessable  shares of the Company's common stock, $.001 par
value per share ("Common Stock"), subject to adjustment as provided herein, at a
price  equal  to  the  Exercise Price as defined in Section 3 below, at any time
beginning  on  the Date of Issuance (defined below) and ending at 5:00 p.m., New
York,  New York time the date that is seven (7) years after the Date of Issuance
(the  "Exercise  Period").

     Holder  agrees  with the Company that this Warrant to Purchase Common Stock
of the Company (this "Warrant") is issued and all rights hereunder shall be held
subject  to  all of the conditions, limitations and provisions set forth herein.

     1.     Date  of  Issuance  and  Term.
            ------------------------------

     This  Warrant  shall be deemed to be issued on September 22, 2000 ("Date of
Issuance").  The  term  of  this  Warrant  is  seven  (7) years from the Date of
Issuance.

     Of  this Warrant to purchase two million seven hundred thousand (2,700,000)
shares  of  Common  Stock  of the Company, the Warrant is exercisable as to nine
hundred  thousand  (900,000)  shares  of  Common  Stock of the Company after the
fifteen  (15)  business  day  document  review  period  (the  "Review  Period")
referenced  in  the  Equity Line Letter of Agreement dated on or about September
22,  2000,  between  Holder  and  Company (the "Letter of Agreement") has ended,
shall be further exercisable as to an additional nine hundred thousand (900,000)
shares  of  Common  Stock  of  the Company upon the execution by the Company and
Swartz Private Equity, LLC of an Investment Agreement, pursuant to the Letter of
Agreement  ("Investment  Agreement")  and shall be further exercisable as to the
remaining  nine hundred thousand (900,000) shares of Common Stock of the Company
upon  the  earlier  of  (i)  the date of effectiveness of Company's registration
statement  (the "Registration Statement") to be filed pursuant to the Investment
Agreement  and  related  documents,  or  (ii)  March  22,  2001.

     Anything  in  this  Warrant to the contrary notwithstanding, if the Company
delivers written notice to Swartz Private Equity, LLC prior to the expiration of
the  Review Period that the legal documents for the transaction are unacceptable
and  the  Company  wishes  to  terminate the transaction (a "Company Termination
Notice"),  Holder  shall  return this Warrant to the Company and all of Holder's
rights  under  this  Warrant  shall  be null and void and of no effect, provided
that,  if  the  Company has not delivered a Company Termination Notice to Swartz
Private  Equity, LLC, prior to the expiration of the Review Period, ownership of
this  Warrant  shall  irrevocably  vest  to  the Holder, regardless of whether a
Company  Termination  Notice  is  delivered  anytime  thereafter.

     Notwithstanding  anything to the contrary herein, the applicable portion of
this  Warrant  shall  not  be  exercisable during any time that, and only to the
extent  that,  the  number of shares of Common Stock to be issued to Holder upon
such  exercise, when added to the number of shares of Common Stock, if any, that
the Holder otherwise beneficially owns at the time of such exercise, would equal
or  exceed  4.99%  of  the number of shares of Common Stock then outstanding, as
determined  in  accordance  with  Section  13(d) of the Exchange Act (the "4.99%
Limitation").  The  4.99%  Limitation  shall  be  conclusively  satisfied if the
applicable  Exercise  Notice includes a signed representation by the Holder that
the  issuance  of  the shares in such Exercise Notice will not violate the 4.99%
Limitation,  and  the  Company  shall  not  be  entitled  to  require additional
documentation  of  such  satisfaction.

     2.     Exercise.
            --------

     (a)  Manner  of  Exercise.  During the Exercise Period, this Warrant may be
exercised  as to all or any lesser number of full shares of Common Stock covered
hereby  (the "Warrant Shares") upon surrender of this Warrant, with the Exercise
Form  attached  hereto  as  Exhibit  A  (the "Exercise Form") duly completed and
                            ----------
executed,  together  with  the  full  Exercise Price (as defined below) for each
share  of  Common  Stock as to which this Warrant is exercised, at the office of
the  Company,  Attention:  Carl  E.  Dilley, President & CEO, E-Rex, Inc., 11645
Biscayne  Boulevard,  Suite  210,  Miami,  FL  33160; Telephone: (305) 895-3350,
Facsimile:  (305) 895-1400, or at such other office or agency as the Company may
designate  in  writing,  by overnight mail, with an advance copy of the Exercise
Form sent to the Company and its Transfer Agent by facsimile (such surrender and
payment  of  the  Exercise  Price  hereinafter  called  the  "Exercise  of  this
Warrant").

     (b)  Date  of  Exercise.  The  "Date  of  Exercise" of the Warrant shall be
defined as the date that the advance copy of the completed and executed Exercise
Form is sent by facsimile to the Company, provided that the original Warrant and
Exercise  Form  are  received  by the Company as soon as practicable thereafter.
Alternatively,  the  Date  of Exercise shall be defined as the date the original
Exercise  Form is received by the Company, if Holder has not sent advance notice
by  facsimile.

     (c)  Delivery  of  Shares of Common Stock Upon Exercise.  Upon any exercise
of  this  Warrant, the Company shall use its reasonable best efforts to deliver,
or  shall  cause  its  transfer  agent  to  deliver,  a  stock  certificate  or
certificates  representing  the number of shares of Common Stock into which this
Warrant  was  exercised,  within  five  (5)  trading  days  (the "Share Delivery
Deadline")  of  the  date  that  all  of the following have been received by the
Company:  (i)  the  original  completed  and  executed  Exercise  Form, (ii) the
original  Warrant and (iii) the Exercise Price (if applicable)(collectively, the
"Receipt Date").  Such stock certificates shall not contain a legend restricting
transfer  if  a  registration  statement  covering  the resale of such shares of
Common  Stock  has  been  filed  by  the  Company  and declared effective by the
Securities  and Exchange Commission, and is current and effective at the time of
such  exercise  or  if such shares of Common Stock, in the reasonable opinion of
the  Company  or  its  counsel,  may  be  resold  pursuant  to an exemption from
registration,  including but not limited to Rule 144 under the Securities Act of
1933.

     (d)  Buy-In  Cure.   If (i) the Company fails for any reason to deliver the
requisite  number  of  shares of Common Stock (unlegended, if so required by the
terms  of  this  Warrant)(the  "Warrant Shares") to a Holder upon an exercise of
this  Warrant  by  the Share Delivery Deadline, (ii) the Holder has sold some or
all  of  the  Warrant  Shares  (the "Sold Shares") which such Holder anticipated
receiving  upon  such  Exercise,  and  (iii) after the applicable Share Delivery
Deadline with respect to such Exercise, the broker that sold the Sold Shares for
Holder  purchases  (in an open market transaction or otherwise) shares of Common
Stock  to  make  delivery  upon  the  sale  by  a  Holder  of the Sold Shares (a
"Buy-In"),  the  Company  shall  pay  such  Holder  within two (2) business days
following receipt of written notice of a claim pursuant to this Section 2(d) (in
addition  to  any  other  remedies  available  to  Holder) the amount (a "Buy-In
Payment")  by  which (x) such Holder's total purchase price (including brokerage
commission,  if any) for the shares of Common Stock so purchased exceeds (y) the
net  proceeds  received  by  such  Holder from the sale of the Sold Shares.  For
example,  if  a  Holder purchases shares of Common Stock having a total purchase
price  of  $11,000 to cover a Buy-In with respect to shares of Common Stock sold
for  $10,000,  the Company will be required to pay such Holder $1,000.  A Holder
shall provide the Company written notification indicating any amounts payable to
Holder  pursuant  to  this  Section  2(d).

     (e)  [Intentionally  Left  Blank].

     (f)  Cancellation  of  Warrant.  This  Warrant  shall  be canceled upon the
Exercise  of this Warrant, and, as soon as practical after the Date of Exercise,
Holder  shall  be  entitled  to  receive  Common  Stock for the number of shares
purchased  upon  such  Exercise  of  this  Warrant,  and  if this Warrant is not
exercised in full, Holder shall be entitled to receive a new Warrant (containing
terms  identical  to  this Warrant) representing any unexercised portion of this
Warrant  in  addition  to  such  Common  Stock.

     (g)  Holder of Record.  Each person in whose name any Warrant for shares of
Common  Stock  is  issued shall, for all purposes, be deemed to be the Holder of
record  of  such shares on the Date of Exercise of this Warrant, irrespective of
the  date  of  delivery  of the Common Stock purchased upon the Exercise of this
Warrant.  Nothing  in  this Warrant shall be construed as conferring upon Holder
any  rights  as  a  stockholder  of  the  Company.

     3.     Payment  of  Warrant  Exercise  Price.
            -------------------------------------

     The  Exercise Price per share ("Exercise Price") shall initially equal (the
"Initial Exercise Price") the lowest Closing Price for the five (5) trading days
immediately preceding September 22, 2000, which is $0.50.  If the lowest Closing
                                                   -----
Price  of  the  Company's Common Stock for the five (5) trading days immediately
preceding  the  date,  if  any,  that  Swartz  Private  Equity,  LLC executes an
Investment  Agreement  pursuant  to the Letter of Agreement (the "Closing Market
Price")  is  less  than  the Initial Exercise Price, the Exercise Price shall be
reset  to  equal  the  Closing Market Price, or, if the Date of Exercise is more
than  six  (6)  months  after  the Date of Issuance, the Exercise Price shall be
reset  to equal the lesser of (i) the Exercise Price then in effect, or (ii) the
"Lowest  Reset  Price,"  as  that  term  is  defined  below.  The  Company shall
calculate  a  "Reset  Price"  on  each six-month anniversary date of the Date of
Issuance  which  shall  equal  the  lowest Closing Price of the Company's Common
Stock for the five (5) trading days ending on such six-month anniversary date of
the  Date  of  Issuance.  The  "Lowest Reset Price" shall equal the lowest Reset
Price  determined  on  any  six-month  anniversary  date of the Date of Issuance
preceding  the  Date  of  Exercise,  taking  into  account,  as appropriate, any
adjustments made pursuant to Section 5 hereof.  Notwithstanding the above if all
of  the  following are true on the date of an Exercise of this Warrant, then the
Exercise  Price with respect to that Exercise only shall be $.50 (subject to any
adjustments required under Section 5 of this Warrant), notwithstanding any price
resets  that  would  otherwise apply pursuant to this Section 3: (A) the Company
has  not  completed  a  reverse  stock  split anytime after the Date of Issuance
through and including the date of such Exercise, (B) the lowest Closing Price of
the  Company's  Common Stock for the five (5) trading days immediately preceding
the  date  of  such  Exercise  is  $3.00  or  greater.

     For  purposes hereof, the term "Closing Price" shall mean the closing price
on the Nasdaq Small Cap Market, the National Market System ("NMS"), the New York
Stock  Exchange,  or  the  O.T.C.  Bulletin Board, or if no longer traded on the
Nasdaq  Small Cap Market, the National Market System ("NMS"), the New York Stock
Exchange,  or  the  O.T.C.  Bulletin  Board, the "Closing Price" shall equal the
closing  price  on  the  principal  national  securities  exchange  or  the
over-the-counter  system  on  which  the  Common  Stock is so traded and, if not
available,  the  mean  of  the  high  and  low  prices on the principal national
securities  exchange  on  which  the  Common  Stock  is  so  traded.

     Payment  of the Exercise Price may be made by either of the following, or a
combination  thereof,  at  the  election  of  Holder:

     (i)     Cash  Exercise:  cash,  bank or cashiers check or wire transfer; or

     (ii)     Cashless  Exercise:  The  Holder, at its option, may exercise this
Warrant  in  a  cashless  exercise transaction under this subsection (ii) if and
only  if,  on  the  Date  of  Exercise,  there  is  not then in effect a current
registration  statement  that covers the resale of the shares of Common Stock to
be  issued  upon  exercise  of  this  Warrant  .  In  order to effect a Cashless
Exercise,  the Holder shall surrender this Warrant with the Exercise Form at the
principal  office  of  the Company together with notice of cashless election, in
which  event  the  Company shall issue Holder a number of shares of Common Stock
computed  using  the  following  formula:
                         X  =  Y  (A-B)/A

where:     X  =  the  number  of  shares of Common Stock to be issued to Holder.

           Y  =  the  number of shares of Common Stock for which this Warrant is
being exercised.

               A  =  the  Market  Price  of  one  (1) share of Common Stock (for
               purposes of this Section 3(ii), where the "Market Price" shall be
               defined  as the average Closing Price of the Common Stock for the
               five  (5)  trading  days  prior  to  the Date of Exercise of this
               Warrant  (the "Average Closing Price"), as reported by the O.T.C.
               Bulletin  Board,  National  Association  of  Securities  Dealers
               Automated Quotation System ("Nasdaq") Small Cap Market, or if the
               Common  Stock  is  not traded on the Nasdaq Small Cap Market, the
               Average  Closing  Price  in  any  other  over-the-counter market;
               provided,  however, that if the Common Stock is listed on a stock
               exchange,  the Market Price shall be the Average Closing Price on
               such  exchange for the five (5) trading days prior to the date of
               exercise  of  the Warrants. If the Common Stock is/was not traded
               during  the  five (5) trading days prior to the Date of Exercise,
               then  the closing price for the last publicly traded day shall be
               deemed  to  be  the closing price for any and all (if applicable)
               days  during  such  five  (5)  trading  day  period.

               B  =  the  Exercise  Price.

     Notwithstanding  the  above,  the  Holder shall not be entitled to exercise
this  Warrant  in  a  Cashless Exercise until after the date that is ninety (90)
days  after  the  Date  of  Issuance  and,  if  the  Company  has entered into a
Registration  Rights  Agreement  with  Swartz Private Equity, LLC in conjunction
with the Investment Agreement and the Company has filed a Registration Statement
pursuant  to  such  Registration Rights Agreement within ninety (90) days of the
date  of  such  Registration  Rights  Agreement,  then  the  Holder shall not be
entitled  to  exercise  this Warrant in a Cashless Exercise until after the date
that  is  six  (6)  months  after  the  Date  of  Issuance.

     For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended
that  the  Common  Stock  issuable  upon  exercise of this Warrant in a cashless
exercise  transaction  shall  be  deemed  to have been acquired at the time this
Warrant  was issued.  Moreover, it is intended, understood and acknowledged that
the  holding  period for the Common Stock issuable upon exercise of this Warrant
in a cashless exercise transaction shall be deemed to have commenced on the date
this Warrant was issued.  Notwithstanding the above, if a determination contrary
to  the  above  is  made as a matter of law by a court or governmental agency of
competent  jurisdiction, then such determination shall govern, and the Company's
acting  in  accordance with such  determination shall not give rise to a default
under  this  paragraph.

     4.     Transfer  and  Registration.
            ---------------------------

     (a)  Transfer  Rights.  Following  an  assignment  permitted  by  and  in
accordance  with  Section  8 of this Warrant, this Warrant may be transferred on
the  books  of  the Company, in whole or in part, in person or by attorney, upon
surrender  of  this Warrant properly completed and endorsed.  This Warrant shall
be  canceled  upon  such  surrender  and, as soon as practicable thereafter, the
person  to whom such transfer is made shall be entitled to receive a new Warrant
or  Warrants  as to the portion of this Warrant transferred, and Holder shall be
entitled  to  receive  a  new  Warrant  as  to  the  portion  hereof  retained.

     (b)  Registrable  Securities.  In addition to any other registration rights
of the Holder, if the Common Stock issuable upon exercise of this Warrant is not
registered  for  resale  at the time the Company proposes to register (including
for  this  purpose a registration effected by the Company for stockholders other
than  the  Holders)  any  of  its  Common  Stock  under  the  Act  (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 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)(a  "Piggyback  Registration  Statement"),  the Company shall cause to be
included in such Piggyback Registration Statement ("Piggyback Registration") all
of  the  Common  Stock  issuable upon the exercise of this Warrant ("Registrable
Securities")  to  the  extent  such  inclusion does not violate the registration
rights  of  any  other  securityholder  of the Company granted prior to the date
hereof.  Nothing herein shall prevent the Company from withdrawing or abandoning
the  Piggyback  Registration  Statement  prior  to  its  effectiveness.

     (c)     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 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  the  Piggyback Registration
Statement,  to  the  extent  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,
reasonably  acceptable  to  the  Company,  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.

     5.     Anti-Dilution  Adjustments.
            --------------------------

     (a)    [Intentionally  Left  Blank].
     (b)    Recapitalization  or  Reclassification.

            (i)  Stock  Split. If  the  Company  shall  at  any  time  effect a
                 ------------
recapitalization,  reclassification  or  other  similar  transaction  of  such
character  that  the  shares  of  Common  Stock  shall be changed into or become
exchangeable  for  a  larger  number  of shares (a "Stock Split"), then upon the
                      ------
effective date thereof, the number of shares of Common Stock which Holder  shall
be  entitled to purchase upon Exercise of this Warrant  shall  be  increased  in
direct proportion to the increase in the  number  of  shares  of Common Stock by
reason  of  such  recapitalization, reclassification or similar transaction, and
the  Exercise  Price  shall  be  proportionally  decreased.

            (ii)  Reverse Stock Split. If the Company  shall  at any time effect
                  ----------------------
a recapitalization,  reclassification  or  other  similar  transaction  of  such
character  that  the  shares  of  Common  Stock  shall be changed into or become
exchangeable for a smaller number of shares (a "Reverse Stock Split"), then upon
                   -------
the  effective  date  thereof, the number of shares of Common Stock which Holder
shall  be  entitled  to  purchase  upon  Exercise  of  this  Warrant  shall  be
proportionately  decreased  and  the  Exercise  Price  shall  be  proportionally
increased.  The Company shall give Holder the same notice it provides to holders
of  Common  Stock  of  any  transaction  described  in  this  Section  5(b).

     (c)     [Intentionally  Left  Blank].

     (d)     Notice  of  Consolidation  or  Merger  and  Warrant  Exchange.  The
Company  shall  not,  at  any  time  after  the  date  hereof,  effect a merger,
consolidation,  exchange  of  shares, recapitalization, reorganization, or other
similar event, as a result of which shares of Common Stock shall be changed into
the same or a different number of shares of the same or another class or classes
of stock or securities or other assets of the Company or another entity or there
is  a  sale  of  all  or  substantially  all  the Company's assets (a "Corporate
Change"),  unless  the  resulting  successor or acquiring entity (the "Resulting
Entity")  assumes  by  written  instrument  the Company's obligations under this
Warrant,  including  but  not  limited to the Exercise Price reset provisions as
provided  herein  during  the term of the resultant warrants, and agrees in such
written  instrument  that this Warrant shall be exerciseable into such class and
type  of securities or other assets of the Resulting Entity as Holder would have
received  had  Holder exercised this Warrant immediately prior to such Corporate
Change,  and  the  Exercise  Price  of  this  Warrant  shall  be proportionately
increased  (if  this  Warrant shall be changed into or become exchangeable for a
warrant  to purchase a smaller number of shares of Common Stock of the Resulting
Entity)  or shall be proportionately decreased (if this Warrant shall be changed
or  become  exchangeable  for a warrant to purchase a larger number of shares of
Common  Stock  of the Resulting Entity); provided, however, that Company may not
affect  any  Corporate  Change unless it first shall have given thirty (30) days
notice  to  Holder  hereof  of  any  Corporate  Change.

     (e)     Exercise  Price  Adjusted.  As  used  in  this  Warrant,  the  term
"Exercise  Price" shall mean the purchase price per share specified in Section 3
of this Warrant, until the occurrence of an event stated in subsection (a), (b),
(c)  or  (d) of this Section 5, and thereafter shall mean said price as adjusted
from  time  to  time in accordance with the provisions of this Warrant.  No such
adjustment  under  this  Section  5  shall  be made unless such adjustment would
change  the Exercise Price at the time by $0.01 or more; provided, however, that
all  adjustments  not  so  made  shall  be  deferred and made when the aggregate
thereof  would  change  the  Exercise  Price  at  the  time  by  $0.01  or more.

     (f)     Adjustments: Additional Shares, Securities or Assets.  In the event
that  at any time, as a result of an adjustment made pursuant to this Section 5,
Holder  shall,  upon Exercise of this Warrant, become entitled to receive shares
and/or  other  securities  or  assets  (other  than Common Stock) then, wherever
appropriate,  all references herein to shares of Common Stock shall be deemed to
refer  to  and  include  such  shares  and/or  other  securities  or assets; and
thereafter  the number of such shares and/or other securities or assets shall be
subject  to  adjustment  from  time to time in a manner and upon terms as nearly
equivalent  as  practicable  to  the  provisions  of  this  Section  5.

     6.     Fractional  Interests.
            ---------------------

            No  fractional  shares or scrip representing fractional shares shall
be issuable upon the  Exercise of this Warrant, but on Exercise of this Warrant,
Holder  may  purchase  only  a  whole  number of shares of Common Stock.  If, on
Exercise  of  this  Warrant,  Holder  would be entitled to a fractional share of
Common  Stock  or  a  right  to acquire a fractional share of Common Stock, such
fractional  share  shall be disregarded and the number of shares of Common Stock
issuable  upon  exercise  shall  be  the  next  higher  number  of  shares.

     7.     Reservation  of  Shares.
            -----------------------

            The Company shall  at  all times reserve for issuance such number of
authorized  and unissued shares of Common Stock (or other securities substituted
therefor  as  herein  above provided) as shall be sufficient for the Exercise of
this  Warrant  and  payment  of  the  Exercise Price.  The Company covenants and
agrees  that  upon  the  Exercise  of  this  Warrant, all shares of Common Stock
issuable  upon  such  exercise  shall  be  duly  and validly issued, fully paid,
nonassessable  and  not subject to preemptive rights, rights of first refusal or
similar  rights  of  any  person  or  entity.

     8.     Restrictions  on  Transfer.
            --------------------------

            (a) Registration or Exemption Required. This Warrant has been issued
in  a transaction exempt from the registration requirements of the Act by virtue
of  Regulation D and exempt from state registration under applicable state laws.
The  Warrant and the Common Stock issuable upon the Exercise of this Warrant may
not  be  pledged,  transferred,  sold or assigned unless (i) done pursuant to an
effective  registration  statement  or a valid exemption from registration under
applicable securities laws, which is supported by an opinion from the Investor's
counsel  ("Investor's  Opinion")  to  the  effect  that such registration is not
required,  and  (ii) the transfer complies with any applicable state and federal
securities  laws  and  does  not  cause  the initial issuance of this Warrant to
violate  applicable  state  or  federal  securities  laws;  provided that, if no
registration  covering the resale of the Warrant Shares is effective at the time
the  Warrant  Shares are issued, the Holder consents to a legend being placed on
certificates  for  the  Warrant Shares stating that the securities have not been
registered  under  the  Securities  Act  and  referring  to such restrictions on
transferability  and  sale.

            (b)  Assignment. Subject to the restrictions set forth in subsection
(a)  above,  Holder  may  sell, transfer, assign, pledge or otherwise dispose of
this  Warrant,  in  whole  or  in part. Holder shall deliver a written notice to
Company,  substantially in the form of the Assignment attached hereto as Exhibit
                                                                         -------
B,  indicating  the  person or persons to whom the Warrant shall be assigned and
the  respective  number  of  warrants  to  be  assigned  to  each  assignee, the
Investor's  Opinion  (as  defined  above)  and  any  required  information  or
documentation  required to satisfy an exemption under applicable securities laws
(e.g.,  if  required, an investor questionnaire, etc.). The Company shall effect
any  valid assignment within ten (10) days, and shall deliver to the assignee(s)
designated  by  Holder  a  Warrant  or  Warrants of like tenor and terms for the
appropriate  number  of  shares,  within  a  commercially  reasonable time after
receipt  of  Holder's  notices.

     9.     Benefits  of  this  Warrant.
            ---------------------------

            Nothing in this Warrant shall be construed to confer upon any person
other  than the Company and Holder any legal or equitable right, remedy or claim
under  this Warrant and this Warrant shall be for the sole and exclusive benefit
of  the  Company  and  Holder.

     10.    Applicable  Law.
            ---------------

            This Warrant is issued under and shall for all purposes be governed
by and construed in accordance  with  the  laws of the state of Georgia, without
giving  effect  to  conflict  of  law  provisions  thereof.

     11.    Loss  of  Warrant.
            -----------------

            Upon  receipt  by  the  Company  of  evidence  of  the  loss, theft,
destruction  or  mutilation  of this Warrant, and (in the case of loss, theft or
destruction)  of  indemnity  or security reasonably satisfactory to the Company,
and  upon  surrender and cancellation of this Warrant, if mutilated, the Company
shall  execute  and  deliver  a  new  Warrant  of  like  tenor  and  date.

     12.    Notice  or  Demands.
            -------------------

Notices  or demands pursuant to this Warrant to be given or made by Holder to or
on  the  Company  shall  be  sufficiently  given or made if sent by certified or
registered mail, return receipt requested, postage prepaid, and addressed, until
another  address  is  designated  in  writing by the Company, to the address set
forth  in  Section 2(a) above. Notices or demands pursuant to this Warrant to be
given or made by the Company to or on Holder shall be sufficiently given or made
if  sent  by  certified  or  registered  mail, return receipt requested, postage
prepaid,  and  addressed,  to  the  address of Holder set forth in the Company's
records,  until  another  address  is  designated  in  writing  by  Holder.

     IN  WITNESS  WHEREOF,  the  undersigned has executed this Warrant as of the
____  day  of  December,  2000.


                                       E-REX,  INC.


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

<PAGE>

                                    EXHIBIT A

                            EXERCISE FORM FOR WARRANT

                                TO:   E-REX, INC.

     The  undersigned  hereby  irrevocably  exercises  the  right  to  purchase
____________ of the shares of Common Stock (the "Common Stock") of E-REX, INC. a
Nevada  corporation  (the  "Company"),  evidenced  by  the attached warrant (the
"Warrant"),  and  herewith  makes  payment of the exercise price with respect to
such  shares  in  full,  all in accordance with the conditions and provisions of
said  Warrant.

1.  The  undersigned agrees not to offer, sell, transfer or otherwise dispose of
any  of  the  Common  Stock  obtained  on  exercise  of  the  Warrant, except in
accordance  with  the  provisions  of  Section  8(a)  of  the  Warrant.

2.  The  undersigned  requests that stock certificates for such shares be issued
free  of  any restrictive legend, if appropriate, and a warrant representing any
unexercised portion hereof be issued, pursuant to the Warrant in the name of the
undersigned  and  delivered  to  the undersigned at the address set forth below:

Dated:  _________

________________________________________________________________________
                                    Signature


_______________________________________________________________________
                                   Print Name


________________________________________________________________________
                                     Address

_______________________________________________________________________

NOTICE

The  signature  to  the  foregoing  Exercise Form must correspond to the name as
written  upon  the  face  of  the  attached Warrant in every particular, without
alteration  or  enlargement  or  any  change  whatsoever.
________________________________________________________________________


<PAGE>

                                    EXHIBIT B

                                   ASSIGNMENT

                    (To be executed by the registered holder
                        desiring to transfer the Warrant)

FOR  VALUE  RECEIVED,  Swartz  Private Equity, LLC (the "Warrant") hereby sells,
assigns  and  transfers  unto  the  person  or  persons below named the right to
purchase  _______  shares  of  the Common Stock of E-REX, INC., evidenced by the
attached  Warrant  and  does  hereby  irrevocably  constitute  and  appoint
_______________________  attorney  to  transfer the said Warrant on the books of
the  Company,  with  full  power  of  substitution  in  the  premises.

Dated:                              ______________________________
                                   Signature


Fill  in  assignee's  ("Assignee")  name  and  address  for  new registration of
Warrant:

 ___________________________________
          Name

___________________________________
          Address

___________________________________
Please  print  name  and  address  of  assignee
(including  zip  code  number)

_______________________________________________________________________

NOTICE

The signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement  or  any  change  whatsoever.
________________________________________________________________________

Assignee  hereby  accepts  the  rights  and agrees to be bound by limitations on
registration  of  the  Warrant  Shares  set  forth  in  the  Registration Rights
Agreement,  if  any,  executed  by  and  between  the Company and Swartz Private
Equity,  LLC,  a  true  and  correct  copy  of  which  is  attached  hereto  and
incorporated  herein  by  references  for  all  purposes,  if then in existence.