EXHIBIT 99.1
CONSULTING SERVICES PLAN
THIS CONSULTING SERVICES PLAN (the "Plan") is made as of the 28th day of March,
2000, by E-REX, INC., a Nevada corporation (the "Company"), for the Consultants
below (the "Consultants").
R E C I T A L S:
The Company is under agreement to grant ("Consulting Agreements"), and the
Consultants are to receive, as compensation for services provided to the
Company, shares of the common stock of the Company (the "Common Stock"),
pursuant to the provisions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and
conditions herein, and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties agree
as follows:
1. Grant of Shares. The Company hereby grants to the Consultants the
following shares of Common Stock (the "Shares") in the Company.
Name # of Shares Service Type
---- ----------- ------------
Donald Mitchell 2,000,000 Business Consulting Services
Brenda Hamiton 60,000 Legal Services
2. Services. Consultants have been engaged by the Company as in their
respective Consulting Agreements.
3. Compensation. Consultants' compensation is the Shares identified herein.
The parties agree the Shares are valued at $.76 each. Consultants are
responsible for all income taxes.
4. Registration or Exemption. Notwithstanding anything to the contrary
contained herein, the Shares will be registered on Form S-8 Registration
Statement dated March 28, 2000.
5. Delivery of Shares. The Company shall deliver to the Consultants
respectively, certificate representing 2,000,000 shares and 60,000 shares
of common stock in the Company for Consultant to commence services.
6. Waiver. No waiver is enforceable unless in writing and signed by such
waiving party, and any waiver shall not be construed as a waiver by any
other party or of any other or subsequent breach.
7. Amendments. This Plan may not be amended unless by the mutual consent of
all of the parties hereto in writing.
8. Governing Law. This Plan shall be governed by the laws of the State of
Florida, and the sole
venue for any action arising hereunder shall be Palm Beach County,
Florida.
9. Assignment and Binding Effect. Neither this Plan nor any of the rights,
interests or obligations hereunder shall be assigned by any party hereto
without the prior written consent of the other parties hereto, except as
otherwise provided herein. This Plan shall be binding upon and for the
benefit of the parties hereto and their respective heirs, permitted
successors, assigns and/or delegates.
10. Integration and Captions. This Plan includes the entire understanding of
the parties hereto with respect to the subject matter hereof. The captions
herein are for convenience and shall not control the interpretation of
this Plan.
11. Legal Representation. Each party has been represented by independent legal
counsel in connection with this Plan, or each has had the opportunity to
obtain independent legal counsel and has waived such right, and no tax
advice has been provided to any party.
12. Construction. Each party acknowledges and agrees having had the
opportunity to review, negotiate and approve all of the provisions of this
Plan.
13. Cooperation. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent
and purpose of this Plan as set forth herein above.
14. Hand-Written Provisions. Any hand-written provisions hereon, if any, or
attached hereto, which have been initialed by all of the parties hereto,
shall control all typewritten provisions in conflict therewith.
15. Fees, Costs and Expenses. Each of the parties hereto acknowledges and
agrees to pay, without reimbursement from the other party(ies), the fees,
costs, and expenses incurred by each such party incident to this Plan.
16. Consents and Authorizations. By the execution hereinbelow, each party
acknowledges and agrees that each such party has the full right, power,
legal capacity and authority to enter into this Plan, and the same
constitutes a valid and legally binding Plan of each such party in
accordance with the terms, conditions and other provisions contained
herein.
17. Gender and Number. Unless the context otherwise requires, references in
this Plan in any gender shall be construed to include all other genders,
references in the singular shall be construed to include the plural, and
references in the plural shall be construed to include the singular.
18. Severability. In the event anyone or more of the provisions of this Plan
shall be deemed unenforceable by any court of competent jurisdiction for
any reason whatsoever, this Plan shall be construed as if such
unenforceable provision had never been contained herein.
19. Counterparts. This Plan may be executed in counterparts.
20. Facsimile. This Plan may be executed by facsimile.
E-Rex, Inc.
/s/ Kenneth Blake
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By: Kenneth Blake, President
Donald Mitchell Brenda Hamiton
/s/ Donald Mitchell /s/ Brenda Hamiton
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