FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
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     THIS  FIRST  AMENDMENT  TO EMPLOYMENT AGREEMENT has been executed this 31st
day  of  September, 2001, by and between CARL E. DILLEY, an individual, residing
at 279 Atlantic Avenue, Sunny Isles Beach, Florida 33160 ("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 April 1, 2000, whereunder Company agreed to employ
Employee  as  its  President  and Chief Executive Officer, and Employee accepted
such  employment,  subject  and pursuant to the terms, conditions and provisions
thereof.

     B.     Employee and Company now desire to amend the Employment Agreement as
provided  herein.

                                   T E R M S:
                                   - - - - -

     NOW  THEREFORE, 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.     Term.  The term of the Employment Agreement shall be extended for an
            ----
additional  two year period, such that the Employment Agreement shall now expire
at  the  end  of  the  day  on  May  30,  2004.

     2.     Compensation  and  Benefits.  Effective  as  of  the date hereof, in
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addition  to  any  compensation  due  Employee under the Employment Agreement or
otherwise and except as otherwise provided herein, Employee shall be entitled to
the  following  compensation  and  benefits:

            A. Employee's  salary  shall  increase by 15% over the prior  year's
      salary, effective  April  1,  2002  and  each  April  1  thereafter.

            B. Company shall provide to  Employee,  without  cost,  or reimburse
     Employee 100% of the cost, of  health  insurance,  effective April 1, 2002.

            C. Employee shall be entitled to an annual bonus to be determined by
     the board of Directors, which  bonus  may  be paid either in cash or common
     stock registered  on  Form  S-8.

            D. The amount of Employee's vacation shall increase by one (1)  week
     for each year of completed  service,  effective  April  1,  2002  and  each
     April 1 thereafter, up to a maximum of six  (6)  weeks  of  paid  vacation.

            E. Employee  shall  be  entitled to participate in any bonus, profit
     sharing or 401(K) program sponsored by Company and in any other  benefit or
     perquisite that Company  may  offer  to  its  employees.

Except  as  modified  by  this Section 2, the terms of compensation and benefits
provided  Employee  under  the Employment Agreement shall continue in full force
and  effect  and  be  unchanged.

     3.     Issuances  of  Additional  Shares.
            ---------------------------------

            A. Promptly upon the full execution of this Amendment, Company shall
     issue to  Employee  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 $128,700.00  to supplement  the  depreciation  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. Promptly upon the full execution of this Amendment, Company shall
     issue  to  Employee  90,000  shares  of  its  common  stock  as  additional
     compensation in order to account for the dilution  of  Employee's  original
     stock position (as contemplated  by  the  Employment  Agreement).

            C. 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.

     4.     Share  Adjustment  in  the  Event of Devaluation.  To the extent not
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otherwise  addressed  in  the  Employment  Agreement, in the event the aggregate
market  value  of  any  shares  issued  pursuant to the Employment Agreement, as
amended  by  this  Amendment,  declines  after issuance, then Company shall from
time-to-time  as reasonably appropriate (but in no event less frequently than is
necessary  to  provide periodic payments equal to the salary and other sums then
due)  issue  to Employee additional shares of its common stock, registered or to
be registered on Form S-8 as provided above, to compensate Employee for any lost
value.

     5.     Miscellaneous.
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            A. The Employment  Agreement,  as amended by this Amendment contains
     that entire  agreement and understanding between the parties and supersedes
     any  other  proposals,  negotiations,  oral  or  written  agreements  and
     understandings  related  to  the  subject  matter hereof. Except as amended
     hereby,  the  Employment  Agreement,  and  all of its terms, conditions and
     provisions,  are  unchanged  and  continue  in  full  force  and  effect.

            B. This Amendment 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.

            C. 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.

            D. 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.

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



                       [SIGNATURES ON THE FOLLOWING PAGE]


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


                         EMPLOYEE:
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                         /s/ Carl E. Dilley
                         __________________________________________
                         Carl  E.  Dilley



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

                                 /s/ Donald A. Mitchell
                         By:     ___________________________________
                                 Donald  A.  Mitchell,  Chairman