EXHIBIT 99.3
                             ATTORNEY FEE AGREEMENT

1.    The Law Firm of Brenda Lee Hamiton, P.A. (hereinafter referred to as the
      "Attorney") will represent E-Rex, Inc. (hereinafter referred to as the
      "Company") with various corporate and securities legal services, more
      particularly described as preparation of an 8-K and agreement in
      connection with the Company's appointment of Donald Mitchell for a period
      of 60 days commencing on March 1st 2000.

2.    All legal services will be performed by the Attorney after consultation
      and authorization from the Company.

3.    The non-refundable fee to be paid for the above mentioned representation
      is sixty-thousand (60,000) shares of the common stock of the Company to be
      registered on Form S-8 with all fees relating thereto to be paid by the
      Company.

      BY EXECUTING THIS PLAN, COMPANY ACKNOWLEDGES THAT THE SERVICES TO BE
      RENDERED HEREBY ARE NOT IN CONNECTION WITH THE OFFER OR SALE OF SECURITIES
      IN A CAPITAL RAISING TRANSACTION AND DO NOT DIRECTLY OR INDIRECTLY PROMOTE
      OR MAINTAIN A MARKET FOR THE SECURITIES OF THE COMPANY.

4.    The Company agrees to compensate the Attorney for out-of-pocket expenses,
      which may be necessarily incurred in the representation of the Company.

5.    All payments for fees and expenses are due upon presentation of invoices.

6.    The Attorney is authorized to take all actions, which the Attorney deems
      advisable on behalf of the Company. The Attorney agrees to notify the
      Company promptly of all significant developments in regard to
      representation of the Company.

7.    Company will fully cooperate with the Attorney and provide all information
      known to the Company or available to the Company, which, in the opinion of
      the Attorney, would aid the Attorney in representing the Company.

8.    The Attorney agrees to use its best efforts in representing the Company.

9.    This writing with exhibits includes the entire agreement between the
      Company and the Attorney regarding this matter. This Plan can only be
      modified with another written agreement signed by the Company and the
      Attorney. This Plan shall be binding upon the Company and the Attorney and
      their respective heirs, legal representatives and successors in interest.


10.   Both the Company and the Attorney have read and agreed to this Agreement
      and acknowledge that the terms of the Consulting Services Plan under which
      such shares will be issued.

In Witness Whereof, the parties have executed this agreement intending to be
legally bound on the 17th day of March, 2000.


LAW OFFICE OF BRENDA LEE HAMITON, P.A.


    /s/ Brenda Lee Hamiton
    ----------------------
By: Brenda Lee Hamiton


E-REX, INC.


    /s/ Kenneth Blake
    -----------------
By: Kenneth Blake, President