TERMINATION AND SETTLEMENT AGREEMENT
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     THIS  TERMINATION  AND  SETTLEMENT  AGREEMENT  (this  "Agreement") has been
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executed  this 31st day of September, 2001, by and between JEFFREY M. HARVEY, an
individual,  residing at 5505 Bryan Street, Dallas, Texas 75206 ("Employee") and
                                                                  --------
E-REX,  INC.,  a  Nevada  corporation, having its principal place of business at
11645  Biscayne  Boulevard,  Suite  210,  Miami,  Florida  33181  ("Company").
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                                R E C I T A L S:
                                - - - - - - - -

     A.     Employee and Company executed that certain Employment Agreement (the
"Employment Agreement") dated March 1, 2001, whereunder Company agreed to employ
Employee  as its General Counsel, and Employee accepted such employment, subject
and  pursuant  to  the  terms,  conditions  and  provisions  thereof.

     B.     Employee  resigned his position as General Counsel by written notice
to  Company,  effective  of  even  date  herewith.

     C.     Employee and Company  now  desire to provide for the termination the
Employment Agreement and to settle any amounts and other obligations owing under
the  Employment  Agreement.


                                   T E R M S:
                                   - - - - -

     NOW  THEREFORE,  for  and in consideration of the premises contained herein
and other good and valuable consideration, the receipt, adequacy and sufficiency
of  which  are  hereby  acknowledged,  Employee  and  Company  agree as follows:

     1.     Termination.  The  Employment  Agreement  shall  be,  and hereby is,
            -----------
terminated,  effective  as  of the date hereof.  Except as provided herein, from
and  after  the date hereof, neither party shall have any obligation pursuant to
the  Employment  Agreement.

     2.     Issuances  of  Additional  Shares.
            ---------------------------------

            A. Promptly upon the full execution of this Agreement, Company shall
     issue to Employee  50,000  shares of its common  stock  to  supplement  the
     depreciation in value of the stock compensation previously paid to Employee
     for expense reimbursement and  warrants  to  purchase a number of shares of
     its common stock having an aggregate market value based on the bid price at
     the time of exercise of  $25,000.00 to supplement the depreciation in value
     of the stock compensation previously  paid  to  Employee  (as  provided  by
     the Employment  Agreement) and as additional compensation in order to cover
     the tax liabilities generated by the payment  in  stock  rather  than  cash
     required by Company. The  warrants  shall  have  a  two  year  term  and be
     exercisable upon written  notice  to  Company  setting  forth  an  exercise
     effective date, at a price that is 50% of the average closing bid price for
     the five trading  days  immediately  preceding  the exercise effective date
     (the fifth day in the average  calculation  being  one  day  prior  to  the
     exercise date).


            B. The foregoing shares of stock shall be immediately, or shall have
     been  prior  to  delivery,  registered  with  the  Securities  and Exchange
     Commission on  Form  S-8  or  otherwise,  so  that  such  shares  shall  be
     immediately free trading  and  able to be sold  on  the  open  market  upon
     receipt.

     3.     Miscellaneous.
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            A. This Agreement  may be executed in one or more counterparts, each
     of which shall  be deemed an original and together shall constitute one and
     the same instrument.

            B. In the  event  it  becomes  necessary for  either party to employ
     the services of an attorney or submit this Agreement to litigation in order
     to enforce  the  terms  hereof,  the  prevailing  party  shall  be entitled
     to reimbursement  for  all  reasonable  costs  related  thereto,  including
     reasonable  attorneys'  fees  and  costs.

            C. Neither  this Agreement, nor any  obligation  hereunder,  may  be
     assigned, transferred  or  delegated  by  either  party  without  the prior
     written consent of  the  non-assigning/non-delegating  party.

            D. The interpretation  and  enforcement  of  this Amendment shall be
     construed in accordance with, and governed under, Texas law, and any action
     taken  with  respect  hereto  shall  be  filed  in  a  court  of  competent
     jurisdiction in Dallas  County,  Texas.



                       [SIGNATURES ON THE FOLLOWING PAGE]


<PAGE>

     IN  WITNESS WHEREOF, the parties have executed this Agreement as of the day
and  year  first  above  written.


                         EMPLOYEE:
                         --------


                         /s/ Jeffrey M. Harvey
                         __________________________________________
                         Jeffrey  M.  Harvey



                         COMPANY:
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                         E-REX,  INC.,
                         a  Nevada  corporation

                                 /s/ Carl E. Dilley
                         By:     ___________________________________
                                 Carl  E.  Dilley,  President