EXHIBIT 4.1

                              CONSULTING AGREEMENT

         This CONSULTING AGREEMENT ("Agreement") is entered into this 6th day of
November, 2000, by and between E-REX, INC., a Nevada corporation (the
"Company"), and J. BENNETT GROCOCK ("Consultant").

         1. Engagement of Consultant. The Company hereby engages Consultant to
assist the Company in legal services.

         2. Compensation. As total and complete compensation for his services
provided herein, the Company shall issue to Consultant 75,893 shares ("Shares")
of the Company's restricted common stock ("Stock"), par value $.001 per share.

         3. Expenses. Company shall assume and shall be responsible for all
expenses incurred by Consultant and shall be responsible for all disbursements
made in Consultant's activities. Except as otherwise specifically authorized by
the President of the Company in advance, in writing, Consultant shall not incur
on behalf of Company, and Company shall not have, any liability for any
expenses, costs, and disbursements of Consultant. Consultant shall indemnify and
hold Company harmless from and against any and all claims, actions, or liability
for any expenses, costs, and disbursements, including attorneys' fees, of
Consultant or its agents, servants, contractors, or employees.

         4. Term of Agreement. This Agreement shall commence on the date first
set forth above and shall continue in full force and effect for a period of one
(1) year. Either party, at its option, may terminate this Agreement prior to the
expiration of such one (1)-year period by providing the other party written
notice of intent to terminate not less than thirty (30) days prior to the
effective date of termination. Notwithstanding the foregoing, the Company may
immediately terminate this Agreement if Consultant materially breaches an
obligation hereunder.

         5. Relationship of the Parties; Consultant's Limitations of Authority.
Except as otherwise specifically set forth in this Agreement, Consultant shall
have no authority to represent Company as an agent of Company. Consultant shall
have no authority to bind Company by any contract, representation,
understanding, act, or deed concerning Company. Except as otherwise specifically
set forth herein, neither the making of this Agreement nor the performance of
any part of the provisions hereof shall be construed to constitute Consultant as
an employee, agent or representative of Company for any purpose, nor shall this
Agreement be deemed to establish a joint venture or partnership. Consultant, in
all respects, shall be deemed an independent contractor with respect to the
performance by Consultant of its obligations hereunder.

         6. Assignment. Neither this Agreement nor any of the duties or
obligations of Consultant herein may be voluntarily, involuntarily, directly, or
indirectly assigned, delegated, or otherwise transferred or encumbered by
Consultant without the prior, written approval of the Company. Any such
assignment, delegation, transfer, or encumbrance without such approval will be
void and will constitute a "material breach" of this Agreement entitling the
Company to terminate this Agreement immediately. A change in voting control of
Consultant shall be deemed an assignment of this Agreement. This Agreement is
fully assignable by the Company and shall inure to the benefit of any assignee
or other successor.

         7. Miscellaneous Provisions.

                  7.1 Entire Agreement; Binding Effect. This Agreement
constitutes the entire agreement between the parties with respect to the subject
matter of this Agreement and supersedes any prior agreements or understandings
between the parties. This Agreement shall be binding on and inure to the benefit
of the parties hereto and their respective successors and authorized assigns.

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                  7.2. Modification. This Agreement may be modified only upon
the execution of a written agreement signed by both of the parties.

                  7.3 Waivers. No failure on the part of either party hereto to
exercise, and no delay in exercising, any right, power, or remedy hereunder
shall operate as a waiver thereof nor shall any single or partial exercise of
any right, power, or remedy hereunder preclude any other or further exercises
thereof or the exercise of any other right, power, or remedy.

                  7.4 Governing Law; Venue and Jurisdiction. This Agreement
shall be deemed to have been entered into in, and for all purposes shall be
governed by, the laws of the State of Florida, without regard to Florida's
choice of law decisions. The parties agree that any action brought by either
party against the other in any court, whether federal or state, shall be brought
within Orange County, Florida, in the applicable state and federal judicial
districts and do hereby waive all questions of personal jurisdiction or venue
for the purpose or carrying out this provision.

                  7.5 Attorneys' Fees. In the event of a dispute under this
Agreement, the non-prevailing party shall pay all of the prevailing party's
reasonable attorneys' fees and costs incurred in connection with any such
action, including post-judgment collection proceedings.

                  7.6 Severability. In the event that any provision of this
Agreement, in whole or in part (or the application of any provision to a
specific situation), is held to be invalid or unenforceable by the final
judgment of a court of competent jurisdiction after appeal or the time for
appeal has expired, such invalidity shall be limited to such specific provision
or portion thereof (or to such situation), and this Agreement shall be construed
and applied in such manner as to minimize such unenforceability. This Agreement
shall otherwise remain in full force and effect.

                  7.7 Counterparts. This Agreement may be executed in two (2) or
more counterparts, each of which shall be deemed an original, but all of which,
taken together, shall constitute one and the same instrument.

         In witness whereof, the parties hereto have executed this Agreement as
of the date and year first above written.

                                                    "COMPANY"

                                              E-REX, INC.

                                              By: /s/ Carl Dilley
                                                 -------------------------------
                                                  Carl Dilley, President


                                                    "CONSULTANT"

                                              /s/ J. Bennett Grocock
                                              ----------------------------------
                                              J. Bennett Grocock