Exhibit 4.1

                              CONSULTING AGREEMENT

         This CONSULTING AGREEMENT ("Agreement") is entered into this 1st day of
November, 2000, by and between EREX, INC., a Nevada corporation (the "Company"),
and Carl E. Dilley ("Consultant").

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

         2.       Compensation. As total and complete compensation for his
                  services provided herein, the Company shall issue to
                  Consultant 76,786 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
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                  binding on and inure to the benefit of the parties hereto and
                  their respective successors and authorized assigns.

                  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"

                                      EREX, INC.

                                      By:      /s/  Don Mitchell
                                           -------------------------
                                             Don Mitchell, Chairman

                                               "CONSULTANT"

                                      By:      /s/  Carl E. Dilley
                                           -------------------------
                                               Carl E. Dilley