SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ __ ]

Check the appropriate box:

[ __ ] Preliminary Proxy Statement
[ __ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ __ ] Definitive Additional Materials
[ __ ] Soliciting Material under Sec. 240.14a-12

E-REX, INC.
(Name of Registrant as Specified in Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ X ] No fee required
[ __ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ __ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
O-11.

1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

[ __ ] Fee paid previously with preliminary materials.
[ __ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule O-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form Schedule or Registration Statement No.:
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4) Date Filed:

E-REX, INC.
11645 BISCAYNE BOULEVARD, SUITE 210
MIAMI, FL 33181

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 7, 2001

TO OUR SHAREHOLDERS:

You are cordially invited to attend the 2001 Annual Meeting of the
Shareholders of E-Rex, Inc. (the "Company") to be held on September 7, 2001 at
9:00 AM, Eastern Standard Time, at the Radisson Mart Plaza Hotel, 711 NW 72
Avenue, Miami, Florida 33126, to consider and act upon the following proposals,
as described in the accompanying Proxy Statement:

1. To elect three (3) directors to serve until the next Annual Meeting of
Shareholders and thereafter until their successors are elected and qualified;

2. To approve the E-Rex, Inc. 2001 Stock Option Plan;

3. To ratify the appointment of Perez-Abreu, Aguerrebere, Sueiro, LLC as
independent auditors of the Company for the fiscal year ending December 31,
2001; and

4. To transact such other business as may properly come before the meeting
or any adjournments thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. The Board of Directors has fixed the close
of business on July 10, 2001, as the record date for Shareholders entitled to
notice of and to vote at this meeting and any adjournments thereof.

By Order of the Board of Directors

/s/ Carl E. Dilley

Carl E. Dilley, President

August 3, 2001
Miami, Florida

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE,
SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOUR PROXY
WILL NOT BE USED IF YOU ARE PRESENT AT THE ANNUAL MEETING AND DESIRE TO VOTE
YOUR SHARES PERSONALLY AT THAT TIME.

E-REX, INC.
11645 BISCAYNE BOULEVARD, SUITE 210
MIAMI, FL 33181

PROXY STATEMENT

GENERAL INFORMATION

SOLICITATION, VOTING AND REVOCABILITY OF PROXIES

The enclosed Proxy is solicited by the Board of Directors of E-Rex, Inc.
(the "Company" or "EREX") for use in connection with the Annual Meeting of
Shareholders to be held at the Radisson Miami, 711 NW 72 Avenue, Miami, Florida
33126 on Friday, September 7, 2001 at 9:00 AM Eastern Standard Time, and at any
and all adjournments thereof for the purposes set forth herein and in the
accompanying Notice of Annual Meeting of Shareholders.

The persons named as proxies were designated by the Board of Directors (the
"Board") and are officers or directors of the Company. Any Proxy may be revoked
or superseded by executing a later Proxy or by giving notice of revocation in
writing prior to, or at, the Annual Meeting, or by attending the Annual Meeting
and voting in person. Attendance at the meeting will not in and of itself
constitute revocation of the Proxy. All Proxies that are properly completed,
signed and returned to the Company prior to the meeting, and not revoked, will
be voted in accordance with the instructions given in the Proxy. If a choice is
not specified in the Proxy, the Proxy will be voted:

1. FOR election of the Director nominees listed below (Proposal 1);

2. FOR adoption of the E-Rex, Inc. 2001 Stock Option Plan (Proposal 2);

3. FOR ratification of the appointment of Perez-Abreu, Aguerrebere,
Sueiro, LLC as independent auditors of the Company for the fiscal year ending
December 31, 2001 (Proposal 3).

Officers of the Company or their designees will tabulate votes cast at the
Annual Meeting. A majority of shares entitled to vote, represented in person or
by proxy, will constitute a quorum at the Annual Meeting. Abstentions and
broker non-votes are each included in the determination of the number of shares
present and voting for the purpose of determining whether a quorum is present,
and each is tabulated separately. In determining whether a proposal has been
approved, abstentions are counted as votes against a proposal and broker
non-votes are not counted.

If any other matters are properly presented at the Annual Meeting for
action, the persons named in the enclosed form of proxy will have discretion to
vote on such matters in accordance with their best judgment. The Company does
not know of any matters other than those set forth above that will be presented
at the Annual Meeting.

This Proxy Statement and the accompanying Proxy are being mailed to
shareholders on or about August 8, 2001. The entire cost of the solicitation of
Proxies will be borne by the Company. It is contemplated that this solicitation
will be primarily by mail. In addition, some of the officers, directors and
employees of the Company may solicit Proxies personally or by telephone, fax,
telegraph or cable. Officers and employees soliciting proxies will not receive
any additional compensation for their services. The Company will reimburse
brokers and other nominees for their reasonable out-of-pocket expenses incurred
in forwarding solicitation material to beneficial owners of shares held of
record by such brokers or nominees.

OUTSTANDING SHARES AND VOTING RIGHTS

The only class of the Company's equity securities currently outstanding is
its Common Stock. Shareholders of record at the close of business on July 10,
2001 are entitled to one vote for each share of Common Stock held by them. As
of July 10, 2001, there were 27,649,108 shares of Common Stock outstanding. A
majority of the shares of the Company's Common Stock present or represented and
entitled to vote at the meeting is required to approve each proposal presented
at the meeting.

PROPOSAL ONE
ELECTION OF DIRECTORS

Directors are elected by the shareholders at each annual meeting to hold
office until their respective successors are elected and qualified. Pursuant to
the Bylaws of the Company, the Board of Directors consists of at least three (3)
directors, and the number is presently fixed at three (3) members. Donald A.
Mitchell was appointed to the Company's Board of Directors to fill a vacancy in
March 2000, while Jeffrey M. Harvey was appointed to fill a vacancy in October
2000. Carl E. Dilley has been with the Company since 1999, and has served as
CEO and a director since April 2000.

Voting for the election of directors is non-cumulative, which means that a
simple majority of the shares voting may elect all of the directors. Each share
of Common Stock is entitled to one vote and, therefore, has a number of votes
equal to the number of authorized directors. Proxies may not be voted for more
than three (3) directors.

Although management of the Company expects that each of the following
nominees will be available to serve as a director, in the event that any of them
should become unavailable prior to the Annual Meeting, management's proxies will
be voted for a nominee or nominees designated by management or will be voted for
a lesser number of directors. If there are other nominees, management's proxies
will be voted so as to elect the greatest number of the following nominees.
Management has no reason to believe that any of its nominees, if elected, will
be unavailable to serve.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED BELOW.

The nominees for election to the Board of Directors as selected by the
Board of Directors of the Company are set forth below alphabetically:

Carl E. Dilley
Jeffrey M. Harvey
Donald A. Mitchell

The biographies of nominees, including certain additional information, are set
forth below:

CARL E. DILLEY has served as CEO and as a director of the Company since
April 1, 2000, and has been with the Company since 1999. Mr. Dilley is
currently a director of youticket.com, inc., a Nevada public corporation engaged
in the sale of event tickets on the Internet. From 1997 to 1999, Mr. Dilley
served as President and CEO of DiveDepot.com, Inc. Prior to that Mr. Dilley
served in management positions with the Canadian Investment Firm RBC Dominion
Securities, and a variety of other executive and consulting positions in several
industries including Chemical, Timber, Transportation, Trust Co. and Dot.Com
enterprises. Mr. Dilley attended college in Canada at Fraser Valley College and
College of New Caledonia, specializing in finance and business management. He
is a fellow of the Canadian Securities Institute and has completed the first
year CFA program.

JEFFREY M. HARVEY was appointed as the Company's Treasurer and as a
Director on October 10, 2000. Mr. Harvey is currently the President and owner
of the J. Michael Consulting Group, where he has been engaged since March 2001,
and is the President and a director of youticket.com, inc., a Nevada public
corporation engaged in the sale of event tickets on the Internet. From August
2000 to March 2001, Mr. Harvey was Vice Chairman of International Investment
Banking, Inc. From May 1997 to August 2000, Mr. Harvey was an attorney with
the firm of Stutzman & Bromberg in Dallas, Texas. Mr. Harvey is a graduate of
the Wake Forest University School of Law (J.D. 1997) and Graduate School of
Business Administration (M.B.A. 1997), and of Texas A&M University (B.S.E.E.
1993).

DONALD A. MITCHELL has served as Chairman of the Board since March 15,
2000. Mr. Mitchell has served as the Chairman and President of International
Investment Banking, Inc. since its inception in June 1999. Mr. Mitchell is
also the Chairman of the Board and CEO of Grant Douglas Acquisition Corp, Inc.,
an Idaho corporation engaged in the publication of various print media, and a
director of youticket.com, inc., a Nevada public corporation engaged in the sale
of event tickets on the Internet. For the past 25 years, Mr. Mitchell has been
engaged as a private consultant to numerous companies in the areas of corporate
finance and marketing. Mr. Mitchell attended Bridgewater College in
Bridgewater, Virginia and advanced study programs at New York University and
Columbia University.

The following nominees presently serve as directors of the following public
corporations:

Carl E. Dilley . . youticket.com, inc., an Internet based ticket agency.

Jeffrey M. Harvey. youticket.com, inc., an Internet based ticket agency.

Donald A. Mitchell Grant Douglas Acquisition Corp., a publishing company.
youticket.com, inc., an Internet based ticket agency.

COMPENSATION OF DIRECTORS

For the year ended December 31, 2000, the executive officers of the Company
received salaries, in aggregate, equal to approximately $204,867.00 and received
the benefit of automobile allowances for an aggregate $4,500.00.

As of December 31, 2000, Donald A. Mitchell was compensated pursuant to a
management engagement agreement dated January 21, 2000 between the Company and
International Investment Banking, Inc., a company controlled by Mr. Mitchell.
Total amounts payable to International Investment Banking, Inc. during the year
2000 are $126,850.00. Pursuant to the agreement, IIBI receives $10,000 per
month in addition to other miscellaneous fees for services. The annual
compensation of IIBI shall increase at a rate of 20% per year. In addition to
monthly compensation, IIBI or Mr. Mitchell may be entitled to receive an annual
bonus as determined by the Company's Board of Directors payable in common stock
or cash. Mr. Mitchell shall be granted common stock representing 1,000,000
common shares for each year of IIBI's engagement. The agreement has an initial
term of two years unless further extended by mutual agreement of the parties.

Jeffrey M. Harvey was hired as General Counsel for the Company on March 1,
2001, at an annual salary of $60,000.

All officers and directors are reimbursed for expenses incurred on behalf
of Company.

Members of the Board of Directors may receive an amount yet to be
determined annually for their participation and will be required to attend a
minimum of four meetings per fiscal year. All expenses for meeting attendance
or out of pocket expenses connected directly with their Board representation
will be reimbursed by the Corporation. Director liability insurance may be
provided to all members of the Board of Directors. No differentiation is made
in the compensation of "outside directors" and those officers of the Corporation
serving in that capacity.

There is no plan or arrangement with respect to compensation received or that
may be received by the executive officers in the event of termination of
employment or in the event of a change in responsibilities following a change in
control.

BOARD MEETINGS AND COMMITTEES

During the fiscal year ended December 31, 2000, the Board of Directors met
on 7 occasions and took written action on numerous other occasions. All the
members of the Board attended the meetings. The written actions were by
unanimous consent.

There are no committees of the Board of Directors.

PROPOSAL TWO
E-REX, INC. 2001 STOCK OPTION PLAN

PURPOSE

The E-Rex, Inc. 2001 Stock Option Plan (the "Plan") offers selected
employees, directors, and consultants an opportunity to acquire a proprietary
interest in the success of the Company, or to increase such interest, to
encourage such selected persons to remain in the employ of the Company and to
attract new employees with outstanding qualifications. The Plan seeks to
achieve this purpose by providing for Awards in the form of Restricted Shares
and Options, which may constitute Incentive Stock Options (ISO) or Non-statutory
Stock Options (NSO), as well as the direct award or sale of Shares of the
Company's Common Stock.

ADMINISTRATION

The Plan shall be administered by the Compensation Committee (the
"Committee") appointed by the Company's Board of Directors and comprised of at
least two or more Outside Directors. If no Committee has been appointed, the
entire Board shall constitute the Committee. The Board shall designate one of
the members of the Committee as chairperson. The Committee may hold meetings at
such times and places as it shall determine. The acts of a majority of the
Committee members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by all Committee members shall be valid acts of the
Committee. The Committee has authority in its discretion to determine eligible
employees to whom, and the time or times, Awards may be granted and the number
of Shares subject to each Award. The Committee also has authority to prescribe,
amend, and rescind rules and regulations relating to the Plans.

ELIGIBILITY

Under the Plan only Employees shall be eligible for designation as
Participants by the Committee. An "Employee" shall mean (i) any individual who
is a Common-Law Employee of the Company or of a subsidiary, (ii) a member of the
Board of Directors, including an Outside Director, or an affiliate of a member
of the Board of Directors, (iii) a member of the board of directors of a
Subsidiary, or (iv) an independent contractor who performs services for the
Company or a Subsidiary.

An Employee who owns more than ten percent (10%) of the total combined
voting power of all classes of outstanding stock of the Company or any of its
Subsidiaries shall not be eligible for designation as an Offeree or Optionee
unless (i) the Exercise Price for an ISO (and a NSO to the extent required by
applicable law) is at least one hundred ten percent (110%) of the Fair Market
Value of a Share on the date of grant, (ii) if required by applicable law, the
Purchase Price of Shares is at least one hundred percent (100%) of the Fair
Market Value of a share on the date of grant, and (iii) in the case of an ISO,
such ISO by its terms is not exercisable after the expiration of five years from
the date of grant.

STOCK SUBJECT TO PLAN

Shares offered under the Plan shall be authorized but unissued Shares.
Subject to Section 5(b) and 9 of the Plan, the aggregate number of Shares that
may be issued or transferred as common stock pursuant to an Award under the Plan
shall not exceed 2,500,000 shares.

TERMS OF AWARDS OR SALES

Each award of sale of Shares under the Plan shall be evidenced by a Stock
Purchase Agreement between the Offeree and the Company. Any right to acquire
Shares under the Plan shall automatically expire if not exercised by the Offeree
within 30 days after the grant of such right was communicated to the Offeree by
the Committee. Unless otherwise permitted by applicable law, the Purchase Price
of Shares to be offered under the Plan shall not be less than eighty-five
percent (85%) of the Fair Market Value of a Share on the date of grant (100% for
10% or 5% shareholders), except as otherwise provided in Section 4(b) of the
Plan. Then entire Purchase Price of Shares issued under the Plans shall be
payable in lawful money of the United States of America at the time when such
Shares are purchased.

TERMS OF OPTIONS

Each grant of Options under the Plan shall be evidenced by a Stock Option
Agreement between the Optionee and the Company. Such Option shall be subject to
all applicable terms and conditions of the Plan and may be subject to any other
terms and conditions which are not inconsistent with the Plan and which the
Committee deems appropriate for inclusion in a Stock Option Agreement. Each
Stock Option Agreement shall also specify the number of Shares that are subject
to the Option and shall provide for the adjustment of such number in accordance
with Section 9 of the Plans. The Exercise Price of ISO shall not be less than
one hundred percent (100%) of the Fair Market Value of a Share on the date of
grant, except as otherwise provided in Section 4(b) of the Plan. To the extent
required by applicable law and except as otherwise provided in Section 4(b), the
Exercise price of a Nonstatutory Option shall not be less than eighty-five
percent (85%) of the Fair Market Value of a Share on the date of grant. Subject
to the preceding two sentences, the Exercise Price under any Option shall be
determined by the Committee in its sole discretion.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Under current tax law, a holder of stock options under the Plan does not,
as a general matter, realize taxable income upon the grant or exercise hereof.
In general, a holder of stock options will only recognize gain at the time the
Common Stock, acquired through exercise of the stock option, is sold or
otherwise disposed of. In that situation, the amount of gain that the optionee
must recognize is equal to the amount by which the value of the common stock on
the date of the sale or other disposition exceeds the option price.

GRANTS UNDER THE PLAN

As of the date of this Proxy Statement, no Employee has been granted
Options or Shares under the Plan.

PROPOSAL THREE
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

The Board of Directors has appointed Perez-Abreu, Aguerrebere, Sueiro, LLC,
independent auditors, to audit the consolidated financial statements of the
Company for the fiscal year ending December 31, 2001 and seeks ratification of
such appointment. In the event of a negative vote on such ratification, the
Board of Directors will reconsider its appointment.

Representatives of Perez-Abreu, Aguerrebere, Sueiro, LLC are expected to be
present at the Annual Meeting, will have the opportunity to make a statement, if
they desire to do so, and are expected to be available to respond to appropriate
questions.

On May 17, 2001, Gately & Associates, LLC, Independent Certified Public
Accountants, the independent accountant previously engaged as the principal
accountant to audit the financial statements of E-Rex, Inc., resigned as
auditors for the Company. As Gately & Associates, LLC resigned, the decision to
change accountants was not approved by the Board of Directors of the Company or
by any audit or similar committee thereof.

The audit report of Gately & Associates, LLC on the financial statements of
E-Rex, Inc. as of December 31, 2000 and the related consolidated statements of
operations, shareholders' equity and cash flows for the year ended December 31,
2000, as well as the audit report of Varma and Associates on the financial
statements of E-Rex, Inc. for the year ended December 31, 1999, the year ended
December 31, 1998, the year ended December 31, 1997 and for the period from
inception (August 26, 1986) to December 31,1999 (the "Audit Period") did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to audit scope or accounting principles, except the reports were
modified to include an explanatory paragraph wherein they expressed substantial
doubt about the Company's ability to continue as a going concern. During the
Audit Period, and the period up to their resignation, there were no
disagreements with the former accountant on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject matter of the
disagreements in connection with its report. E-Rex, Inc. has provided a copy of
this disclosure to its former accountants, and requested that the former
accountants furnish them with letters addressed to the Securities and Exchange
Commission stating whether they agree with the statements made by the
Registrant, and, if not, stating the respects in which they do not agree. A
copy of the former accountants' responses indicating agreement is included as
exhibits to this report.

Upon Gately & Associates, LLC's resignation, the board of directors
approved the engagement of Perez-Abreu, Aguerrebere, Sueiro LLC as the principal
accountant to audit the financial statements of the Company.

Representatives of Gately & Associates, LLC are not expected to be present
at the Annual Meeting.

Audit Fees:

Gately & Associates, LLC billed the Company approximately $20,127.50, all
of which was paid for professional services rendered in connection with
performing the audit of the Company's annual financial statements and review of
the Company's quarterly financial statements included in its quarterly reports
on Form 10-QSB for the fiscal year ended December 31, 2000.

Financial Information Systems Design and Implementation Fees:

During the fiscal year ended December 31, 2000, the Company did not engage
Gately & Associates, LLC to provide advice regarding financial information
systems design and implementation.

All Other Fees:

During the fiscal year ended December 31, 2000, Gately & Associates, LLC
did not bill the Company for any other services.

The Company does not have an audit committee, however, the Company's Board
of Directors has considered whether the services provided by Gately &
Associates, LLC in connection with the Other Fees is compatible with maintaining
the independence of Gately & Associates, LLC.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF PEREZ-ABREU,
AGUERREBERE, SUEIRO, LLC AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2001.

OTHER INFORMATION

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of the current directors
and executive officers of the Company, the principal offices and positions with
the Company held by each person and the date such person became a director or
executive officer of the Company. The executive officers of the Company are
elected annually by the Board of Directors. The directors serve one year terms
until their successors are elected. The executive officers serve terms of one
year or until their death, resignation or removal by the Board of Directors.
Unless described below, there are no family relationships among any of the
directors and officers. See "ELECTION OF DIRECTORS" for the biographies of the
Company's directors.

Name. . . . . . . . Age Position(s)
- ------------------- --- ------------------------------------------------------------------

Donald A. Mitchell 67 Chairman of the Board (2000)

Carl E. Dilley. . . 45 Chief Executive Officer, President, Secretary and Director (2000)

Jeffrey M. Harvey. 29 Treasurer and Director (2000)

EXECUTIVE COMPENSATION

Jeffrey M. Harvey was hired as General Counsel for the Company on March 1,
2001, at an annual salary of $60,000.

All officers and directors are reimbursed for expenses incurred on behalf
of Company.

Summary Compensation Table
- ----------------------------

The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal years ended December 31, 2000
and 1999. Other than as set forth herein, no executive officer's salary and
bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
----------------------------------- ----------------------------------------
Awards Payouts
-------------------- ------------
RESTRICTED SECURITIES ALL
ALL OTHER STOCK UNDERLYING LTIP OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS SARS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)

Donald A. Mitchell . . 2000 -0- -0- $126,850 2,000,000 200,000 -0- -0-
(Chairman)

Carl E. Dilley . . . . 2000 $51,017 $27,000 $ 4,500 276,786 200,000 -0- -0-
(CEO, Director)

Kenneth Blake. . . . . 2000 -0- -0- -0- -0- -0- -0- -0-
(President, Director,
Resigned April 2000) . 1999 -0- -0- -0- -0- -0- -0- -0-

Jeffrey M. Harvey . . 2000 -0- -0- -0- 80,000 200,000 -0- -0-
(Treasurer, Director)

Ronald K. Gooding. . . 2000 -0- -0- -0- -0- -0- -0- -0-
(Director,
Resigned April 2000) . 1999 -0- -0- -0- -0- -0- -0- -0-

OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)

NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S GRANTED EXERCISE OF
OPTIONS/SAR'S GRANTED TO EMPLOYEES IN BASE PRICE
NAME (#) FISCAL YEAR ($/SH) EXPIRATION DATE

Donald A. Mitchell 100,000 15.4 $0.40 11/21/02

100,000 15.4 $0.75 11/21/02

Carl E. Dilley 100,000 15.4 $0.40 11/21/02

100,000 15.4 $0.75 11/21/02

Kenneth Blake -0- -0- -0- -0-

Jeffrey M. Harvey 100,000 15.4 $0.40 11/21/02

100,000 15.4 $0.75 11/21/02

Ronald K. Gooding -0- -0- -0- -0-

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-
SECURITIES UNDERLYING MONEY OPTIONS/SARS
SHARES ACQUIRED ON OPTIONS/SARS AT FY-END (#) AT FY-END ($)
NAME EXERCISE (#) VALUE REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE

Donald A. Mitchell -0- -0- -0- -0-

Carl E. Dilley -0- -0- -0- -0-

Kenneth Blake -0- -0- -0- -0-

Jeffrey M. Harvey -0- -0- -0- -0-

Ronald K. Gooding -0- -0- -0- -0-

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company entered into an agreement on January 21, 2000 with
International Investment Banking, Inc. ("IIBI") whereby IIBI, among other
things, was to serve as senior management of the Company for an initial term of
two years unless further extended by mutual agreement of the parties (management
is now the responsibility of Carl E. Dilley, President and Chief Executive
Officer of the Company). Donald A. Mitchell, who currently serves as Chairman
of the Company, controls IIBI. Pursuant to the agreement, IIBI receives $10,000
per month and reimbursement of normal business expenses that it incurs on behalf
of the Company and certain expenses of individual consultants that IIBI assigns
to carry out the duties and responsibilities of IIBI. Thereafter the annual
compensation shall increase at a rate of 20% per year. In addition to monthly
compensation, IIBI or Mr. Mitchell may be entitled to receive an annual bonus as
determined by the Company's Board of Directors payable in common stock or cash.
Mr. Mitchell was granted 2,000,000 shares of common stock representing 1,000,000
common shares for each year of IIBI's engagement.

In March 2000, the Company issued 2,000,000 shares of common stock to
Donald A. Mitchell without restrictive legend in accordance with Regulation S,
for services rendered to the Company.

In August and November 2000, the Company issued 20,000 shares of common
stock to Jeffrey M. Harvey and 200,000 to Carl E. Dilley, restricted in
accordance with Rule 144, for services rendered to the Company. The issuances
were exempt from registration pursuant to Section 4(2) of the Securities Act of
1933 and the shareholders were accredited.

In November 2000, the Company issued 76,786 shares of common stock to Carl
E. Dilley for services rendered to the Company. The issuance was registered on
Form S-8.

In August 2000, the Company issued options to acquire 3,000,000 shares of
common stock to Ultimate Franchise Systems, Inc. The options expire on July 27,
2002. The issuance was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933 and the shareholder was accredited.

In September 2000, the Company issued 1,000,000 shares of common stock to
Ultimate Franchise Systems, Inc., restricted in accordance with Rule 144, as
part of a stock exchange. The issuance was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933 and the shareholder was accredited.

In November 2000, the Company issued 80,000 shares of common stock to
Jeffrey M. Harvey for services rendered to the Company. The issuance was
registered on Form S-8.

In November 2000, the Company issued options to acquire a total of 650,000
shares of common stock to Donald A. Mitchell, Jeffrey M. Harvey, Carl E. Dilley,
and Janet Williams in exchange for services rendered to the Company. One-half
of the options have an exercise price of $0.40 per share, and the other half
have an exercise price of $0.75 per share. All options expire on November 21,
2002. The issuances were exempt from registration pursuant to Section 4(2) of
the Securities Act of 1933 and the shareholders were accredited.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of July 10, 2001, certain information with
respect to the Company's equity securities owned of record or beneficially by
(i) each Officer and Director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all Directors and Executive Officers as a group.

Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class (1)
- -------------- -------------------- -------------------- ------------

Common Chris Ford (2) 2,089,847 7.6%
Stock. 9564 Karmont Avenue
Southgate, CA 90280

Common Big Apple Consulting USA, Inc. 1,419,000 5.1%
Stock. 2234 E Semoran Blvd
Apopka, FL 32703

Common Corporate Service Providers, Inc. 1,612,500 5.8%
Stock. 207 Jasmine Lane
Longwood, FL 32779

Common Mistral International, Limited 2,040,000 7.4%
Stock. 207 Jasmine Lane
Longwood, FL 32779

Common Donald A. Mitchell (4) 840,000 (3) 3.1%
Stock 2101 W. State Road 434, Suite 207
Longwood, FL 32779

Common Carl E. Dilley 400,000 (3) 1.4%
Stock. 279 Atlantic Avenue
Sunnyisles Beach, FL 33160

Common Jeffrey M. Harvey 405,714 (3) 1.5%
Stock. 5505 Bryan Street
Dallas, TX 75206

All Officers and Directors 1,645,714 (3) 5.8%
as a Group (3 Persons)

(1) Based on 27,649,108 shares outstanding as of July 10, 2001.

(2) Chris Ford is executor for and controls the voting for shares held by
the Carol J. Gamble trust and those of other family members that comprise the
total shares under his control.

(3) Includes options to acquire 100,000 shares of common stock at $0.40 and
100,000 shares at $0.75 per share held by each of Mr. Mitchell, Mr. Dilley, and
Mr. Harvey.

(4) Includes 640,000 shares held by International Investment Banking, Inc.,
an entity which Mr. Mitchell controls.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than
ten percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.

To the Company's knowledge, none of the required parties are delinquent in their
16(a) filings.

SHAREHOLDER PROPOSALS

Any shareholder desiring to submit a proposal for action at the 2002 Annual
Meeting of Shareholders and presentation in the Company's Information or Proxy
Statement with respect to such meeting should arrange for such proposal to be
delivered to the Company's offices, 11645 Biscayne Boulevard, Suite 210, Miami,
Florida 33181, addressed to the corporate Secretary, no later than March 31,
2002 in order to be considered for inclusion in the Company's Information or
Proxy Statement relating to the meeting. Matters pertaining to such proposals,
including the number and length thereof, eligibility of persons entitled to have
such proposals included and other aspects are regulated by the Securities
Exchange Act of 1934, Rules and Regulations of the Securities and Exchange
Commission and other laws and regulations to which interested persons should
refer. The Company anticipates that its next annual meeting will be held in
August 2002.

On May 21, 1998, the Securities and Exchange Commission adopted an
amendment to Rule 14a-4, as promulgated under the Securities and Exchange Act of
1934, as amended. The amendment to Rule 14a-4(c)(1) governs the Company's use
of its discretionary proxy voting authority with respect to a shareholder
proposal which is not addressed in the Company's proxy statement. The new
amendment provides that if a proponent of a proposal fails to notify the Company
at least 45 days prior to the month and day of mailing of the prior year's proxy
statement, then the Company will be allowed to use its discretionary voting
authority when the proposal is raised at the meeting, without any discussion of
the matter in the proxy statement.

OTHER MATTERS

The Company has enclosed with this Information Statement a copy of its
Annual Report on Form 10-KSB to Shareholders for the year ended December 31,
2000.

By order of the Board of Directors

/s/ Carl E. Dilley

Carl E. Dilley, President

Miami, Florida
August 3, 2001

PROXY - E-REX, INC.
ANNUAL MEETING OF SHAREHOLDERS - SEPTEMBER 7, 2001

The undersigned shareholder(s) of E-Rex, Inc. (the "Company") hereby
appoints Carl E. Dilley and Jeffrey M. Harvey, and each of them, the attorney,
agent and proxy of the undersigned, with full power of substitution, to vote all
shares of the Company which the undersigned is entitled to vote at the Annual
Meeting of Shareholders to be held at the Radisson Mart Plaza Hotel, 711 NW 72
Avenue, Miami, Florida 33126, on Friday, September 7, 2001 at 9:00 a.m. local
time, and any and all adjournments thereof, as fully and with the same force and
effect as the undersigned might or could do if personally present thereat, as
follows:

1. ELECTION OF DIRECTORS. To elect the following three (3) persons to the
Board of Directors of the Company to serve until the 2002 Annual Meeting of
Shareholders and until their successors are elected and have qualified:

Donald A. Mitchell Carl E. Dilley Jeffrey M. Harvey

/ / FOR ALL NOMINEES LISTED ABOVE (EXCEPT AS MARKED TO THE CONTRARY)

/ / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED ABOVE. A
SHAREHOLDER MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY DRAWING A LINE
THROUGH OR OTHERWISE STRIKING OUT THE NAME OF SUCH NOMINEE.

IF NO SPECIFICATION IS MADE, THE VOTES REPRESENTED BY THIS PROXY WILL BE CAST
FOR THE ELECTION OF THE NOMINEES LISTED ABOVE.

2. TO APPROVE THE E-REX, INC. 2001 STOCK OPTION PLAN.

/ / FOR / / AGAINST / / ABSTAIN

UNLESS OTHERWISE SPECIFIED, THE VOTES REPRESENTED BY THIS PROXY WILL BE CAST
FOR RATIFICATION AND APPROVAL OF THE ABOVE PROPOSAL.

3. TO RATIFY THE SELECTION OF PEREZ-ABREU, AGUERREBERE, SUEIRO, LLC TO SERVE
AS AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001.

/ / FOR / / AGAINST / / ABSTAIN

UNLESS OTHERWISE SPECIFIED, THE VOTES REPRESENTED BY THIS PROXY WILL BE CAST
FOR RATIFICATION AND APPROVAL OF THE ABOVE PROPOSAL.

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment(s) thereof.

This Proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. Shareholders who are present at the
meeting may withdraw their proxy and vote in person if they so desire. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

Please sign exactly as your name appears on your stock certificate(s).
When shares are held by joint tenants, both should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.

Dated: ___________________, 2001

___________________________________
Signature

___________________________________
Signature if held jointly

___________________________________
Printed Name(s)

I (We) will / / will not / / attend the Annual Meeting in person.

NO POSTAGE IS REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND
MAILED IN THE UNITED STATES.

EXHIBIT A

E-REX, INC.
2001 STOCK OPTION PLAN
----------------------

TABLE OF CONTENTS
-----------------
Page
----
SECTION 1. PURPOSE. 1
SECTION 2. DEFINITIONS. 1
(a) "Award" 1
(b) "Board of Directors" 1
(c) "Change in Control" 1
(d) "Code" 1
(e) "Committee" 1
(f) "Common-Law Employee" 1
(g) "Company" 1
(h) "Employee" 2
(i) "Exchange Act" 2
(j) "Exercise Price" 2
(k) "Fair Market Value" 2
(l) "Incentive Stock Option" or "ISO" 2
(m) "Nonstatutory Option" or "NSO" 2
(n) "Offeree" 2
(o) "Option" 2
(p) "Optionee" 2
(q) "Outside Director" 2
(r) "Participant" 3
(s) "Plan" 3
(t) "Purchase Price" 3
(u) "Restricted Share" 3
(v) "Service" 3
(w) "Share" 3
(x) "Stock" 3
(y) "Stock Award Agreement" 3
(z) "Stock Option Agreement" 3
(aa) "Stock Purchase Agreement" 3
(bb) "Subsidiary" 3
(cc) "Total and Permanent Disability" 3
(dd) "W-2 Payroll" 3
SECTION 3. ADMINISTRATION. 3
(a) Committee Membership 3
(b) Committee Procedures 4
(c) Committee Responsibilities 4
(d) Committee Liability 4
(e) Financial Reports 4
SECTION 4. ELIGIBILITY. 4
(a) General Rule 4
(b) Ten-Percent Shareholders 4
(c) Attribution Rules 4
(d) Outstanding Stock 4

SECTION 5. STOCK SUBJECT TO PLAN. 4
(a) Basic Limitation 4
(b) Additional Shares 5
SECTION 6. TERMS AND CONDITIONS OF AWARDS OR SALES. 5
(a) Stock Purchase Agreement 5
(b) Duration of Offers 5
(c) Purchase Price 5
(d) Payment for Shares 5
(e) Exercise of Awards on Termination of Service 6
SECTION 7. ADDITIONAL TERMS AND CONDITIONS OF RESTRICTED. 6
(a) Form and Amount of Award 6
(b) Exercisability 6
(c) Effect of Change in Control 6
(d) Voting Rights 6
SECTION 8. TERMS AND CONDITIONS OF OPTIONS. 6
(a) Stock Option Agreement 6
(b) Number of Shares 6
(c) Exercise Price 6
(d) Exercisability 7
(e) Effect of Change in Control 7
(f) Term 7
(g) Exercise of Options on Termination of Service 7
(h) Payment of Option Shares 7
(i) No Rights as a Shareholder 8
(j) Modification, Extension and Assumption of Options 8
SECTION 9. ADJUSTMENT OF SHARES. 8
(a) General 8
(b) Reorganizations 8
(c) Reservation of Rights 8
SECTION 10. WITHHOLDING TAXES. 8
(a) General 8
(b) Share Withholding 8
(c) Cashless Exercise/Pledge 8
(d) Other Forms of Payment 8
SECTION 11. ASSIGNMENT OR TRANSFER OF AWARDS. 9
(a) General 9
(b) Trusts 9
SECTION 12. LEGAL REQUIREMENTS. 9
SECTION 13. NO EMPLOYMENT RIGHTS. 9
SECTION 14. DURATION AND AMENDMENTS. 9
(a) Term of the Plan 9
(b) Right to Amend or Terminate the Plan 9
(c) Effect of Amendment or Termination 9

E-REX, INC. 2001 STOCK OPTION PLAN
----------------------------------

SECTION 1. PURPOSE.
- ------------------
The purpose of the E-Rex, Inc. 2001 Stock Option Plan (the "Plan") is to
offer selected employees, directors and consultants an opportunity to acquire a
proprietary interest in the success of the Company, or to increase such
interest, to encourage such selected persons to remain in the employ of the
Company and to attract new employees with outstanding qualifications. The Plan
seeks to achieve this purpose by providing for Awards in the form of Restricted
Shares and Options (which may constitute Incentive Stock Options or Nonstatutory
Stock Options) as well as the direct award or sale of Shares of the Company's
Common Stock. Awards may be granted under this Plan in reliance upon federal
and state securities law exemptions.
SECTION 2. DEFINITIONS.
- ----------------------

(a) "Award"
-----
shall mean any award of an Option, Restricted Share or other right under the
Plan.

(b) "Board of Directors"
--------------------
shall mean the Board of Directors of the Company, as constituted from time to
time.

(c) "Change in Control" shall mean:
-------------------
(i) The consummation of a merger, consolidation, sale of the Company's
stock, or other reorganization of the Company (other than a
reincorporation of the Company), if after giving effect to such
merger, consolidation or other reorganization of the Company, the
stockholders of the Company immediately prior to such merger,
consolidation or other reorganization do not represent a majority
interest of the holders of voting securities (on a fully diluted
basis) with the ordinary voting power to elect directors of the
surviving or resulting entity after such merger, consolidation or
other reorganization; or

(ii) The sale of all or substantially all of
the assets of the Company to a third party who is not an affiliate of
the Company.

(iii) The term Change in Control shall not include: (a) a transaction
the sole purpose of which is to change the state of the Company's
incorporation, or (b) the Company's initial public offering.

(d) "Code"
----
shall mean the Internal Revenue Code of 1986, as amended.

(e) "Committee"
---------
shall mean a committee of the Board of Directors which is authorized to
administer the Plan under Section 3.

(f) "Common-Law Employee"
--------------------
shall mean an individual paid from W-2 Payroll of the Company or a Subsidiary.
If, during any period, the Company (or Subsidiary, as applicable) has not
treated an individual as a Common-Law Employee and, for that reason, has not
paid such individual in a manner which results in the issuance of a Form W-2 and
withheld taxes with respect to him or her, then that individual shall not be an
eligible Employee for that period, even if any person, court of law or
government agency determines, retroactively, that that individual is or was a
Common-Law Employee during all or any portion of that period.

(g) "Company" shall mean E-Rex, Inc.
-------

(h) "Employee"
--------
shall mean (i) any individual who is a Common-Law Employee of the Company or of
a Subsidiary, (ii) a member of the Board of Directors, including (without
limitation) an Outside Director, or an affiliate of a member of the Board of
Directors, (iii) a member of the board of directors of a Subsidiary, or (iv) an
independent contractor who performs services for the Company or a Subsidiary.
Service as a member of the Board of Directors, a member of the board of
directors of a Subsidiary or an independent contractor shall be considered
employment for all purposes of the Plan except the second sentence of Section
4(a).

(i) "Exchange Act"
-------------
means the Securities and Exchange Act of 1934, as amended.

(j) "Exercise Price"
---------------
shall mean the amount for which one Share may be purchased upon exercise of an
Option, as specified by the Committee in the applicable Stock Option Agreement.

(k) "Fair Market Value"
-------------------
means the market price of Shares, determined by the Committee as follows:

(i) If the Shares were traded over-the-counter on the date in question
but were not traded on the Nasdaq Stock Market or the Nasdaq National
Market System, then the Fair Market Value shall be equal to the mean
between the last reported representative bid and asked prices quoted
for such date by the principal automated inter-dealer quotation system
on which the Shares are quoted or, if the Shares are not quoted on any
such system, by the "Pink Sheets" published by the National Quotation
Bureau, Inc.;
(ii) If the Shares were traded over-the-counter on the date in
question and were traded on the Nasdaq Stock Market or the Nasdaq
National Market System, then the Fair Market Value shall be equal to
the last-transaction price quoted for such date by the Nasdaq Stock
Market or the Nasdaq National Market;
(iii) If the Shares were traded on a stock exchange on the date in
question, then the Fair Market Value shall be equal to the closing
price reported by the applicable composite transactions report for
such date; and (iv) If none of the foregoing provisions is applicable,
then the Fair Market Value shall be determined by the Committee in
good faith on such basis as it deems appropriate.
In all cases, the determination of Fair Market Value by the Committee shall
be conclusive and binding on all persons.

(l) "Incentive Stock Option" or "ISO"
------------------------------------
shall mean an employee incentive stock option described in Code section 422(b).

(m) "Nonstatutory Option" or "NSO"
--------------------------------
shall mean an employee stock option that is not an ISO.

(n) "Offeree"
-------
shall mean an individual to whom the Committee has offered the right to acquire
Shares under the Plan (other than upon exercise of an Option).

(o) "Option"
------
shall mean an Incentive Stock Option or Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares. (p) "Optionee"
--------
shall mean an individual or estate who holds an Option.

(q) "Outside Director"
-----------------
shall mean a member of the Board who is not a Common-Law Employee of the
Company or a Subsidiary.

(r) "Participant"
-----------
shall mean an individual or estate who holds an Award.

(s) "Plan"
----
shall mean this 2001 Stock Option Plan of E-Rex, Inc.

(t) "Purchase Price"
---------------
shall mean the consideration for which one Share may be acquired under the Plan
(other than upon exercise of an Option), as specified by the Committee.

(u) "Restricted Share"
-----------------
shall mean a Share sold or granted to an eligible Employee which is
nontransferable and subject to substantial risk of forfeiture until restrictions
lapse.

(v) "Service"
-------
shall mean service as an Employee.

(w) "Share"
-----
shall mean one share of Stock, as adjusted in accordance with Section 9 (if
applicable).

(x) "Stock"
-----
shall mean the common stock of the Company.

(y) "Stock Award Agreement"
-----------------------
shall mean the agreement between the Company and the recipient of a Restricted
Share which contains the terms, conditions and restrictions pertaining to such
Restricted Share.

(z) "Stock Option Agreement"
------------------------
shall mean the agreement between the Company and an Optionee which contains the
terms, conditions and restrictions pertaining to his or her Option.
(aa) "Stock Purchase Agreement"
--------------------------
shall mean the agreement between the Company and an Offeree who acquires Shares
under the Plan which contains the terms, conditions and restrictions pertaining
to the acquisition of such Shares.

(bb) "Subsidiary"
----------
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a
Subsidiary on a date after the adoption of the Plan shall be considered a
Subsidiary commencing as of such date.

(cc) "Total and Permanent Disability"
---------------------------------
means that the Optionee is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment.

(dd) "W-2 Payroll"
------------
means whatever mechanism or procedure that the Company or a Subsidiary utilizes
to pay any individual which results in the issuance of Form W-2 to the
individual. "W-2 Payroll" does not include any mechanism or procedure which
results in the issuance of any form other than a Form W-2 to an individual,
including, but not limited to, any Form 1099 which may be issued to an
independent contractor, an agency employee or a consultant. Whether a mechanism
or procedure qualifies as a "W-2 Payroll" shall be determined in the absolute
discretion of the Company (or Subsidiary, as applicable), and the Company or
Subsidiary determination shall be conclusive and binding on all persons.

SECTION 3. ADMINISTRATION.
- -------------------------
(a) Committee Membership
---------------------
The Plan shall be administered by the Compensation Committee (the
"Committee") appointed by the Company's Board of Directors and comprised of at
least two or more Outside Directors (although Committee functions may be
delegated to officers to the extent the awards relate to persons who are not
subject to the reporting requirements of Section 16 of the Exchange Act). If no
Committee has been appointed, the entire Board shall constitute the Committee.

(b) Committee Procedures
---------------------
The Board of Directors shall designate one of the members of the Committee as
chairperson. The Committee may hold meetings at such times and places as it
shall determine. The acts of a majority of the Committee members present at
meetings at which a quorum exists, or acts reduced to or approved in writing by
all Committee members, shall be valid acts of the Committee.
(c) Committee Responsibilities
---------------------------
The Committee has and may exercise such power and authority as may be
necessary or appropriate for the Committee to carry out its functions as
described in the Plan. The Committee has authority in its discretion to
determine eligible Employees to whom, and the time or times at which, Awards may
be granted and the number of Shares subject to each Award. Subject to the
express provisions of the respective Award agreements (which need not be
identical) and to make all other determinations necessary or advisable for Plan
administration, the Committee has authority to prescribe, amend, and rescind
rules and regulations relating to the Plan. All interpretations,
determinations, and actions by the Committee will be final, conclusive, and
binding upon all persons.
(d) Committee Liability
--------------------
No member of the Board or the Committee will be liable for any action or
determination made in good faith by the Committee with respect to the Plan or
any Award made under the Plan.
(e) Financial Reports
------------------
To the extent required by applicable law, and not less often than annually,
the Company shall furnish to Offerees, Optionees and Shareholders who have
received Stock under the Plan its financial statements including a balance sheet
regarding the Company's financial condition and results of operations, unless
such Offerees, Optionees or Shareholders have duties with the Company that
assure them access to equivalent information. Such financial statements need
not be audited.

SECTION 4. ELIGIBILITY.
- ----------------------
(a) General Rule
-------------
. Only Employees shall be eligible for designation as Participants by the
Committee. In addition, only individuals who are employed as Common-Law
Employees by the Company or a Subsidiary shall be eligible for the grant of
ISOs.
(b) Ten-Percent Shareholders
-------------------------
. An Employee who owns more than ten percent (10%) of the total combined voting
power of all classes of outstanding stock of the Company or any of its
Subsidiaries shall not be eligible for designation as an Offeree or Optionee
unless (i) the Exercise Price for an ISO (and a NSO to the extent required by
applicable law) is at least one hundred ten percent (110%) of the Fair Market
Value of a Share on the date of grant, (ii) if required by applicable law, the
Purchase Price of Shares is at least one hundred percent (100%) of the Fair
Market Value of a Share on the date of grant, and (iii) in the case of an ISO,
such ISO by its terms is not exercisable after the expiration of five years from
the date of grant.
(c) Attribution Rules
------------------
For purposes of Subsection (b) above, in determining stock ownership, an
Employee shall be deemed to own the stock owned, directly or indirectly, by or
for his brothers, sisters, spouse, ancestors and lineal descendants. Stock
owned, directly or indirectly, by or for a corporation, partnership, estate or
trust shall be deemed to be owned proportionately by or for its shareholders,
partners or beneficiaries. Stock with respect to which such Employee holds an
Option shall not be counted.
(d) Outstanding Stock
------------------
For purposes of Subsection (b) above, "outstanding stock" shall include all
stock actually issued and outstanding immediately after the grant. "Outstanding
Stock" shall not include shares authorized for issuance under outstanding
Options held by the Employee or by any other person.

SECTION 5. STOCK SUBJECT TO PLAN.
- -----------------------------------
(a) Basic Limitation
-----------------
Shares offered under the Plan shall be authorized but unissued Shares.
Subject to Sections 5(b) and 9 of the Plan, the aggregate number of Shares which
may be issued or transferred as common stock pursuant to an Award under the Plan
shall not exceed 2,500,000 Shares.

In any event, the number of Shares which are subject to Awards or other
rights outstanding at any time under the Plan shall not exceed the number of
Shares which then remain available for issuance under the Plan. The Company,
during the term of the Plan, shall at all times reserve and keep available
sufficient Shares to satisfy the requirements of the Plan.
(b) Additional Shares
------------------
In the event that any outstanding Option or other right for any reason
expires or is canceled or otherwise terminated, the Shares allocable to the
unexercised portion of such Option or other right shall again be available for
the purposes of the Plan. If a Restricted Share is forfeited before any
dividends have been paid with respect to such Restricted Share, then such
Restricted Share shall again become available for award under the Plan.

SECTION 6. TERMS AND CONDITIONS OF AWARDS OR SALES.
- --------------------------------------------------------
(a) Stock Purchase Agreement
--------------------------
Each award or sale of Shares under the Plan (other than upon exercise of an
Option) shall be evidenced by a Stock Purchase Agreement between the Offeree and
the Company. Such award or sale shall be subject to all applicable terms and
conditions of the Plan and may be subject to any other terms and conditions
which are not inconsistent with the Plan and which the Committee deems
appropriate for inclusion in a Stock Purchase Agreement. The provisions of the
various Stock Purchase Agreements entered into under the Plan need not be
identical.
(b) Duration of Offers
--------------------
Any right to acquire Shares under the Plan (other than an Option) shall
automatically expire if not exercised by the Offeree within 30 days after the
grant of such right was communicated to the Offeree by the Committee.
(c) Purchase Price
---------------
Unless otherwise permitted by applicable law, the Purchase Price of Shares to
be offered under the Plan shall not be less than eighty-five percent (85%) of
the Fair Market Value of a Share on the date of grant (100% for 10%
shareholders), except as otherwise provided in Section 4(b). Subject to the
preceding sentence, the Purchase Price shall be determined by the Committee in
its sole discretion. The Purchase Price shall be payable in a form described in
Subsection (d) below.
(d) Payment for Shares
--------------------
The entire Purchase Price of Shares issued under the Plan shall be
payable in lawful money of the United States of America at the time when such
Shares are purchased, except as provided below:

(i) Surrender of Stock. To the extent that a Stock Option Agreement so
provides, payment may be made all or in part with Shares which have
already been owned by the Optionee or Optionee's representative for
any time period specified by the Committee and which are surrendered
to the Company in good form for transfer. Such shares shall be valued
at their Fair Market Value on the date when the new Shares are
purchased under the Plan.
(ii) Promissory Notes. To the extent that a Stock Option Agreement or
Stock Purchase Agreement so provides, payment may be made all or in
part with a full recourse promissory note executed by the Optionee or
Offeree. The interest rate and other terms and conditions of such note
shall be determined by the Committee. The Committee may require that
the Optionee or Offeree pledge his or her Shares to the Company for
the purpose of securing the payment of such note. In no event shall
the stock certificate(s) representing such Shares be released to the
Optionee or Offeree until such note is paid in full.
(iii) Cashless Exercise. To the extent that a Stock Option Agreement
so provides and a public market for the Shares exists, payment may be
made all or in part by delivery (on a form prescribed by the
Committee) of an irrevocable direction to a securities broker to sell
shares and to deliver all or part of the sale proceeds to the Company
in payment of the aggregate Exercise Price.

(iv) Other Forms of Payment. To the extent provided in the Stock
Option Agreement, payment may be made in any other form that is
consistent with applicable laws, regulations and rules.

(e) Exercise of Awards on Termination of Service.
--------------------------------------------------
Each Stock Award Agreement shall set forth the extent to which the recipient
shall have the right to exercise the Award following termination of the
recipient's Service with the Company and its Subsidiaries. Such provisions
shall be determined in the sole discretion of the Committee, need not be uniform
among all the Awards issued pursuant to the Plan, and may reflect distinctions
based on the reasons for termination of employment.

SECTION 7. ADDITIONAL TERMS AND CONDITIONS OF RESTRICTED SHARES.
- ----------------------------------------------------------------------

(a) Form and Amount of Award.
----------------------------
Each Stock Award Agreement shall specify the number of Shares that are
subject to the Award. Restricted Shares may be awarded in combination with NSOs
and such an Award may provide that the Restricted Shares will be forfeited in
the event that the related NSOs are exercised.
(b) Exercisability.
--------------
Each Stock Award Agreement shall specify the conditions upon which Restricted
Shares shall become vested, in full or in installments. To the extent required
by applicable law, each Stock Award shall become exercisable no less rapidly
than the rate of 20% per year for each of the first five years from the date of
grant. Subject to the preceding sentence, the exercisability of any Stock Award
shall be determined by the Committee in its sole discretion.
(c) Effect of Change in Control.
-------------------------------
The Committee may determine at the time of making an Award or thereafter,
that such Award shall become fully vested, in whole or in part, in the event
that a Change in Control occurs with respect to the Company.
(d) Voting Rights.
--------------
Holders of Restricted Shares awarded under the Plan shall have the same
voting, dividend and other rights as the Company's other stockholders. A Stock
Award Agreement, however, may require that the holders invested any cash
dividends received in additional Restricted Shares. Such additional Restricted
Shares shall be subject to the same conditions and restrictions as the Award
with respect to which the dividends were paid. Such additional Restricted
Shares shall not reduce the number of Shares available under Section 5.

SECTION 8. TERMS AND CONDITIONS OF OPTIONS.
- ----------------------------------------------
(a) Stock Option Agreement.
------------------------
Each grant of an Option under the Plan shall be evidenced by a Stock Option
Agreement between the Optionee and the Company. Such Option shall be subject to
all applicable terms and conditions of the Plan and may be subject to any other
terms and conditions which are not inconsistent with the Plan and which the
Committee deems appropriate for inclusion in a Stock Option Agreement. The
provisions of the various Stock Option Agreements entered into under the Plan
need not be identical.
(b) Number of Shares.
------------------
Each Stock Option Agreement shall specify the number of Shares that are
subject to the Option and shall provide for the adjustment of such number in
accordance with Section 9. The Stock Option Agreement shall also specify
whether the Option is an ISO or a Nonstatutory Option.
(c) Exercise Price
---------------
Each Stock Option Agreement shall specify the Exercise Price. The Exercise
Price of an ISO shall not be less than one hundred percent (100%) of the Fair
Market Value of a Share on the date of grant, except as otherwise provided in
Section 4(b). To the extent required by applicable law and except as otherwise
provided in Section 4(b), the Exercise Price of a Nonstatutory Option shall not
be less than eighty-five percent (85%) of the Fair Market Value of a Share on
the date of grant. Subject to the preceding two sentences, the Exercise Price
under any Option shall be determined by the Committee in its sole discretion.
The Exercise Price shall be payable in a form described in Subsection (h) below.

(d) Exercisability
--------------
Each Stock Option Agreement shall specify the date when all or any
installment of the Option is to become exercisable. To the extent required by
applicable law, an Option shall become exercisable no less rapidly than the rate
of 20% per year for each of the first five years from the date of grant.
Subject to the preceding sentence, the exercisability of any Option shall be
determined by the Committee in its sole discretion.
(e) Effect of Change in Control
-------------------------------
The Committee may determine, at the time of granting an Option or thereafter,
that such Option shall become fully exercisable as to all Shares subject to such
Option in the event that a Change in Control occurs with respect to the Company.
(f) Term
----
The Stock Option Agreement shall specify the term of the Option. The term
shall not exceed ten years from the date of grant (or five (5) years for ten
percent (10%) shareholders as provided in Section 4(b)). Subject to the
preceding sentence, the Committee at its sole discretion shall determine when an
Option is to expire.
(g) Exercise of Options on Termination of Service
---------------------------------------------------
Each Option shall set forth the extent to which the Optionee shall have the
right to exercise the Option following termination of the Optionee's Service
with the Company and its Subsidiaries. Such provisions shall be determined in
the sole discretion of the Committee, need not be uniform among all Options
issued pursuant to the Plan, and may reflect distinctions based on the reasons
for termination of employment. Notwithstanding the foregoing, to the extent
required by applicable law, each Option shall provide that the Optionee shall
have the right to exercise the vested portion of any Option held at termination
for at least 60 days following termination of Service with the Company for any
reason, and that the Optionee shall have the right to exercise the Option for at
least six months if the Optionee's Service terminates due to death or
Disability.
(h) Payment of Option Shares
---------------------------
The entire Exercise Price of Shares issued under the Plan shall be payable in
lawful money of the United States of America at the time when such Shares are
purchased, except as provided below:
(i) Surrender of Stock. To the extent that a Stock Option Agreement so
provides, payment may be made all or in part with Shares which have
already been owned by the Optionee or Optionee's representative for
any time period specified by the Committee and which are surrendered
to the Company in good form for transfer. Such shares shall be valued
at their Fair Market Value on the date when the new Shares are
purchased under the Plan.
(ii) Promissory Notes. To the extent that a Stock Option Agreement or
Stock Purchase Agreement so provides, payment may be made all or in
part with a full recourse promissory note executed by the Optionee or
Offeree. The interest rate and other terms and conditions of such note
shall be determined by the Committee. The Committee may require that
the Optionee or Offeree pledge his or her Shares to the Company for
the purpose of securing the payment of such note. In no event shall
the stock certificate(s) representing such Shares be released to the
Optionee or Offeree until such note is paid in full.
(iii) Cashless Exercise. To the extent that a Stock Option Agreement
so provides and a public market for the Shares exists, payment may be
made all or in part by delivery (on a form prescribed by the
Committee) of an irrevocable direction to a securities broker to sell
shares and to deliver all or part of the sale proceeds to the Company
in payment of the aggregate Exercise Price.
(iv) Other Forms of Payment. To the extent provided in the Stock
Option Agreement, payment may be made in any other form that is
consistent with applicable laws, regulations and rules.

(i) Modification, Extension and Assumption of Options . Within the
limitations of the Plan, the Committee may modify, extend or assume
outstanding Options or may accept the cancellation of outstanding
Options (whether granted by the Company or another issuer) in return
for the grant of new Options for the same or a different number of
Shares and at the same or a different Exercise Price or for other
consideration.

SECTION 9 .ADJUSTMENT OF SHARES.
- ---------------------------------
(a) General
-------
In the event of a subdivision of the outstanding Stock, a declaration of a
dividend payable in Shares, a combination or consolidation of the outstanding
Stock into a lesser number of Shares, a recapitalization, a reclassification or
a similar occurrence, the Committee shall make appropriate adjustments, subject
to the limitations set forth in Section 9(c), in one or more of (i) the number
of Shares available for future Awards under Section 5, (ii) the number of Shares
covered by each outstanding Option or Purchase Agreement or (iii) the Exercise
Price or Purchase Price under each outstanding Option or Stock Purchase
Agreement.
(b) Reorganizations
---------------
In the event that the Company is a party to a merger or reorganization,
outstanding Options shall be subject to the agreement of merger or
reorganization, provided however, that the limitations set forth in Section 9(c)
shall apply.
(c) Reservation of Rights
-----------------------
Except as provided in this Section 9, an Optionee or an Offeree shall have no
rights by reason of (i) any subdivision or consolidation of shares of stock of
any class, (ii) the payment of any dividend or (iii) any other increase or
decrease in the number of shares of stock of any class. Any issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number, Exercise Price or Purchase Agreement
of Shares subject to an Option or Stock Purchase Agreement. The grant of an
Award pursuant to the Plan shall not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure, to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or assets.

SECTION 10. WITHHOLDING TAXES.
- ------------------------------
(a) General
-------
To the extent required by applicable federal, state, local or foreign law, a
Participant or his or her successor shall make arrangements satisfactory to the
Committee for the satisfaction of any withholding tax obligations that arise in
connection with the Plan. The Company shall not be required to issue any Shares
or make any cash payment under the Plan until such obligations are satisfied.
(b) Share Withholding
------------------
The Committee may permit a Participant to satisfy all or part of his or her
withholding or income tax obligations by having the Company withhold all or a
portion of any Shares that otherwise would be issued to him or her or by
surrendering all or a portion of any Shares that he or she previously acquired.
Such Shares shall be valued at their Fair Market Value on the date when taxes
otherwise would be withheld in cash. Any payment of taxes by assigning Shares
to the Company may be subject to restrictions, including any restrictions
required by rules of any federal or state regulatory body or other authority.
(c) Cashless Exercise/Pledge
-------------------------
The Committee may provide that if Company Shares are publicly traded at the
time of exercise, arrangements may be made to meet the Optionee's withholding
obligation by cashless exercise or pledge.
(d) Other Forms of Payment
-------------------------
The Committee may permit such other means of tax withholding as it deems
appropriate.

SECTION 11. ASSIGNMENT OR TRANSFER OF AWARDS.
- ------------------------------------------------
(a) General
-------
An Award granted under the Plan shall not be anticipated, assigned, attached,
garnished, optioned, transferred or made subject to any creditor's process,
whether voluntarily, involuntarily or by operation of law, except as approved by
the Committee. Notwithstanding the foregoing, ISOs may not be transferable.
Also notwithstanding the foregoing, Offerees and Optionees may not transfer
their rights hereunder except by will, beneficiary designation or the laws of
descent and distribution.
(b) Trusts
------
Neither this Section 11 nor any other provision of the Plan shall preclude a
Participant from transferring or assigning Restricted Shares to (a) the trustee
of a trust that is revocable by such Participant alone, both at the time of the
transfer or assignment and at all times thereafter prior to such Participant's
death, or (b) the trustee of any other trust to the extent approved by the
Committee in writing. A transfer or assignment of Restricted Shares from such
trustee to any other person than such Participant shall be permitted only to the
extent approved in advance by the Committee in writing, and Restricted Shares
held by such trustee shall be subject to all the conditions and restrictions set
forth in the Plan and in the applicable Stock Award Agreement, as if such
trustee were a party to such Agreement.

SECTION 12. LEGAL REQUIREMENTS.
- -------------------------------
Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares complies with (or is exempt from) all applicable requirements of
law, including (without limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, state securities laws and
regulations, and the regulations of any stock exchange on which the Company's
securities may then be listed.

SECTION 13. NO EMPLOYMENT RIGHTS.
- ----------------------------------
No provision of the Plan, nor any right or Option granted under the Plan,
shall be construed to give any person any right to become, to be treated as, or
to remain an Employee. The Company and its Subsidiaries reserve the right to
terminate any person's Service at any time and for any reason.
SECTION 14.DURATION AND AMENDMENTS.
- -------------------------------------
(a) Term of the Plan
-------------------
The Plan, as set forth herein, shall become effective on the date of its
adoption by the Board of Directors, subject to the approval of the Company's
shareholders. In the event that the shareholders fail to approve the Plan
within twelve (12) months after its adoption by the Board of Directors, any
grants already made shall be null and void, and no additional grants shall be
made after such date. The Plan shall terminate automatically ten (10) years
after its adoption by the Board of Directors and may be terminated on any
earlier date pursuant to Subsection (b) below.
(b) Right to Amend or Terminate the Plan
------------------------------------------
The Board of Directors may amend the Plan at any time and from time to time.
Rights and obligations under any right or Option granted before amendment of the
Plan shall not be materially altered, or impaired adversely, by such amendment,
except with consent of the person to whom the right or Option was granted. An
amendment of the Plan shall be subject to the approval of the Company's
shareholders only to the extent required by applicable laws, regulations or
rules including the rules of any applicable exchange.
(c) Effect of Amendment or Termination
--------------------------------------
No Shares shall be issued or sold under the Plan after the termination
thereof, except upon exercise of an Option granted prior to such termination.
The termination of the Plan, or any amendment thereof, shall not affect any
Shares previously issued or any Option previously granted under the Plan.