BUSINESS DEVELOPMENT AGREEMENT
                         ------------------------------

     THIS  BUSINESS DEVELOPMENT AGREEMENT (this "Agreement") is entered into and
                                                 ---------
is  effective  as  of  May 25, 2001 (the "Effective Date") by and between E-REX,
                                          --------------
INC.,  a Nevada corporation with principal offices at 11645 Biscayne Blvd, Suite
210,  Miami,  Florida  33181 ("Company") and BIG APPLE CONSULTING U.S.A., INC, a
                               -------
Delaware  corporation,  with  principal  offices at 2234 East Semoran Boulevard,
Apopka,  Florida  32703  ("Consultant").
                           ----------


                                R E C I T A L S:
                                - - - - - - - -

     A.     Consultant  is a company having personnel familiar with the personal
computer,  telecommunications,  portable  and  handheld communication device and
similar  industries  in Europe, has certain pre-existing, definite, identifiable
relationships  with  key  authorized  product  development,  manufacturing  and
purchasing  personnel  within  leading  companies  in such industries and is now
actively  engaged  in  the  business  of  developing such relationships for, and
making  such  introductions  to,  businesses  like  Company.

     B.     Company is currently developing a portable wireless internet-capable
device  (the  "Dragonfly")  which  should have complete working prototype models
               ---------
available  sometime  after  the  date  of  this  Agreement and is engaged in the
provision  of  various  business  services.

     C.     Company  desires  to  promote  itself, the Dragonfly and its various
business  services  through Consultant's efforts in Europe pursuant to the terms
and  conditions  of  this  Agreement.


                                   T E R M S:
                                   - - - - -

     NOW  THEREFORE,  for  and  in  consideration  of  the  mutual  premises and
covenants  contained  herein,  and  other  good  and valuable consideration, the
receipt,  sufficiency  and adequacy of which is hereby acknowledged, the parties
agree  as  follows:

1.     Recitals.  The  foregoing  recitals  are  true and correct and are hereby
       --------
incorporated  by  reference  into  the  substance  of  this  Agreement.

2.     Engagement  of  Consultant  and  Designation  of  Individual.
       ------------------------------------------------------------

     A.     Company  hereby  engages  Consultant  (i)  to  promote  Company, the
Dragonfly  and  Company's  business  services  in  Europe,  (ii) to identify and
develop  key relationships for manufacturing, marketing, selling and the like of
the  Dragonfly  in  Europe,  (iii) to introduce Company and the Dragonfly to key
players  in  the  personal  computer,  telecommunications, portable and handheld
communication  device  and  similar  industries in Europe, and (iv) to otherwise
generally  develop  business  relationships  and  opportunities  in  Europe  for
Company,  which  are consistent with Company's business operations with specific
focus  on  the  Dragonfly.

     B.     Keith  Jablon  shall be designated as the individual employee within
Consultant  (the  "Consultant  Designee")  to  be  primarily  responsible  for
                   --------------------
Consultant's  engagement  with  Company  and  who  will  act  as  Company's
representative  in  Europe  for  purposes of satisfying Consultant's obligations
hereunder.  Consultant  shall  not change Consultant Designees without the prior
written  approval  of  Company,  nor  shall Consultant allow any other employee,
contractor,  consultant,  agent  or  the like to communicate on behalf, or as an
agent  or  representative,  of  Company,  or  otherwise  engage  in the business
development  activities  provided for hereunder, without Company's prior written
approval.



3.     Services  to  be  Performed  by  Consultant.
       -------------------------------------------

     A     Within  three  (3)  weeks from the date of this Agreement, Consultant
shall  prepare  and  deliver to Company an in-depth market analysis (the "Market
                                                                          ------
Analysis")  of  the  Northern  European  market  for  personal  computers,
- ---------
telecommunications  and  handheld  and  portable  communications  devices.  The
analysis  shall  include,  at a minimum, (i) the size and characteristics of the
market  segments,  potential  customers  for  the  Dragonfly, potential European
partners  for  Company,  potential Dragonfly manufacturing, marketing, sales and
distribution  partners  or  affiliates  for  Company  and  potential  product or
business competitors to Company or the Dragonfly.  Without limiting the scope or
coverage  of  the  report,  the  analysis  shall  include  relevant  information
concerning  Ericsson,  Nokia,  Siemens,  Telia  Mobile  AB, Europolitan, Orange,
Duetch  Telecom,  Manasman  and  other  significant  players  in the industries.

     B.     Consistent with the results of the Market Analysis, Consultant shall
prepare and deliver to Company a strategic action plan and timeline (the "Action
                                                                          ------
Plan")  for  introducing  Company and the Dragonfly into the European market and
- ----
engaging  European  partners,  affiliates,  agents,  and  other  individuals and
entities  for purposes of manufacturing, marketing, selling and distributing the
Dragonfly  in  Europe.

     C.     In connection with its implementation of the Action Plan, Consultant
shall act as Company's agent in Europe for purposes of identifying such European
partners,  affiliates,  agents  and  other individuals and entities, negotiating
(with  the  full  prior  knowledge and consent of Company, including approval of
Company's  Board  of  Directors  where  necessary)  the  terms and conditions of
appropriate  documentation  to  consummate  the  appropriate  relationships  and
otherwise  overseeing,  having  primary  responsibility for and facilitating the
introduction,  testing and acceptance of the Dragonfly by potential and existing
partners,  affiliates,  agents,  individuals  and  entities.

     D.     Consultant  shall  otherwise  act  on  behalf of Company in a manner
consistent  with  usual  and  customary  business  development  practices in the
personal  computer,  telecommunications,  handheld  and  portable  communication
device  and  similar  industries  and shall undertake all reasonable actions and
activities  in connection therewith in the best interest of Company.  Consultant
Designee  shall  spend  not less than twenty-five (25) hours per week diligently
focused  on  business  development  activities  related to, and directly for the
benefit  of,  Company.  Subject to any delays not within the control of Company,
Company  shall,  within  sixty  (60)  days  after the Effective Date, provide to
Consultant  a  prototype  of  the  Dragonfly  for  use  by  Consultant Designee.





2.     Term  &  Fees.
       -------------

     A.     The  term of this Agreement shall commence on the Effective Date and
shall  expire  at  5:00  p.m., Miami, Florida time, on the last day of the sixth
(6th)  full calendar month thereafter (the "Initial Term").  Upon the expiration
                                            ------------
of  the  Initial Term of this Agreement, and upon the expiration of each Renewal
Term  (hereinafter defined) thereafter, this Agreement shall automatically renew
for  an  additional  six (6) month period (each a "Renewal Term"), provided that
                                                   ------------
the parties, prior to the expiration of the Initial Term or any Renewal Term, as
applicable,  shall  have  executed and delivered a written instrument specifying
their  intention  for  this Agreement to be renewed and any mutually agreed upon
modifications  of  this  Agreement;  otherwise,  this Agreement shall expire and
become  null and void immediately upon the expiration of the Initial Term or any
then  current  Renewal Term.  Notwithstanding the foregoing, Company may, at any
time,  for  any  reason,  terminate  this  Agreement  upon  written  notice  to
Consultant.

     B.     As  compensation  for  Consultant's  services  hereunder, Consultant
shall  be  entitled  to  receive:

     1.   Promptly  upon  execution  and  delivery of this Agreement, $30,000.00
          (US)  cash  or a number of restricted shares of Company's common stock
          then  equal  in  value to $39,000.00 based on the closing bid price on
          the  day  of  execution.

     2.   Within  thirty (30) days  of  Company's receipt  of  an  invoice  from
          Consultant,  but  not  more  frequently than once per month, an amount
          equal  to  the  reasonable and necessary actual out-of-pocket expenses
          (which  have  been  approved  in  advance  by  Company  and  for which
          Consultant  has  provided  descriptive  receipts  or  other reasonably
          descriptive  documentation)  incurred  by  Consultant in the course of
          performing  its  obligations  hereunder.

     3.   An  amount  equal to five percent (5.0%) of the gross revenue received
          by  Company  for  sales  occurring  in  Europe during the term of this
          Agreement  of  Company's  products  or  services  (including,  without
          limitation,  the  Dragonfly)  directly  resulting  from  Consultant's
          efforts  pursuant to this Agreement. This amount shall be payable upon
          Company's  receipt  of  such  revenues  and  payment  of  Company's
          obligations  in  the  ordinary  course  of  its  business.

3.     Non-Exclusive  License.
       ----------------------

     A.     Provided  Consultant  complies with the terms and conditions of this
Agreement,  Company  hereby  grants  to  Consultant,  during  the  term  of this
Agreement,  a  non-exclusive  license to use within Europe Company's present and
future  trademarks,  trade names, service marks, brand names, logos and slogans,
provided  such  usage  conforms  with  Company's  guidelines.



     B.      No  license granted herein shall be assignable or transferable, and
Consultant  will  not  grant  any  sublicense  without Company's express written
permission.

4.     Proprietary  Information and Disclosure.  Consultant acknowledges that in
       ---------------------------------------
the  course of performing under this Agreement it may obtain Company information
which  is  of a confidential and proprietary nature ("Proprietary Information").
                                                      -----------------------
Such  Proprietary  Information  may  include,  but  is  not limited to, business
information such as marketing strategies and principles, trade secrets, existing
and  potential  customers,  and,  sales  and  marketing  plans.  Consultant, its
employees,  agents, and representatives shall, during the term of this Agreement
and  after  its  termination,  keep in trust and confidence all such Proprietary
Information,  and  shall  not use such Proprietary Information other than in the
course  of  Consultant's  performance under this agreement, and shall diligently
protect  any  and  all  Proprietary  Information  of  Company  from unauthorized
disclosure.

5.     Relationship  of  the Parties.  Consultant is and will hold itself out to
       -----------------------------
be  an  independent contractor and not an agent, partner or employee of Company.
Consultant  is not authorized to make any promise, warranty or representation on
Company's  behalf  with  respect to any of Company's products or services or any
other  matter,  except  as  expressly  authorized  by  Company.

6.     Notice.  All  notices  must  be  in  writing  and sent to the appropriate
       ------
address  listed  above  or  to such other address as either party may request in
accordance  with this Section 6, by certified mail, return receipt requested, or
by  reputable overnight courier service.  Notice shall be deemed given as of the
date  of deposit with the United States Postal Service (in the case of certified
mail)  or  the  reputable  overnight  courier.

7.     Miscellaneous.
       -------------

     A.     Each of the parties shall hereafter execute all documents and do all
acts  reasonably  necessary  to  effect  the  provisions  of  this  Agreement.

     B.     The provisions of this Agreement shall be deemed to obligate, extend
to  and  inure to the benefit of the successors, assigns, transferees, grantees,
and  indemnities  of  each  of  the  parties  to  this  Agreement.

     C.     This  Agreement  and the interpretation and enforcement of the terms
of  this  Agreement shall be governed under and subject to the laws of the State
of Florida.  Venue for any action taken hereunder shall be Dade County, Florida.

      D.     This  Agreement, after full execution, acknowledgment and delivery,
memorializes  and constitutes the entire agreement and understanding between the
parties and supersedes and replaces all prior negotiations and agreements of the
parties,  whether  written  or  unwritten. Each of the parties to this Agreement
acknowledges  that  no other party, nor any agent or attorney of any other party
has  made  any  promises,  representations,  or  warranty whatsoever, express or
implied,  which  is  not  expressly  contained in this Agreement; and each party
further  acknowledges  that he or it has not executed this Agreement in reliance
upon  any  belief  as  to  any  fact  not  expressly  recited  hereinabove.





     E.     In  the  event  of  a  dispute  between  the  parties concerning the
enforcement  or  interpretation  of this Agreement, the prevailing party in such
dispute,  whether  by  legal  proceedings  or  otherwise,  shall  be  reimbursed
immediately  for  the  reasonably  incurred  attorneys' fees and other costs and
expenses  by  the  other  parties  to  the  dispute.

     F.     Wherever  the context so requires, the singular number shall include
the  plural  and  the  plural  shall  include  the  singular.

     G.     The captions by which the sections and subsections of this Agreement
are  identified  are  for  convenience only, and shall have no effect whatsoever
upon  its  interpretation.

     H.     If  any provision of this Agreement is held to be illegal or invalid
by  a  court  of  competent  jurisdiction,  such provision shall be deemed to be
severed  and deleted and neither such provision, nor its severance and deletion,
shall  affect  the  validity  of  the  remaining  provisions.

     I.     This  Agreement  may be executed in any number of counterparts, each
of  which  shall be deemed an original and, when taken together shall constitute
one  and  the  same  instrument.

     J.     Except  as permitted under this Section 4 above, each of the parties
hereto  agrees  to  bear  its  own  costs,  attorney's fees and related expenses
associated  with  this  Agreement.

     K.     Any  dispute  or  claim  arising  to  or  in any way related to this
Agreement  shall  be  settled  by arbitration in Miami, Florida. All arbitration
shall  be conducted in accordance with the rules and regulations of the American
Arbitration  Association  ("AAA").  AAA  shall  designate  a  panel  of  three
arbitrators  from an approved list of arbitrators following both parties' review
and  deletion  of  those  arbitrators  on the approved list having a conflict of
interest  with  either  party.  Each party shall pay its own expenses associated
with  such  arbitration  (except  as set forth in this Section 7).  A demand for
arbitration  shall  be made within a reasonable time after the claim, dispute or
other matter has arisen and in no event shall such demand be made after the date
when  institution of legal or equitable proceedings based on such claim, dispute
or  other  matter  in  question  would  be  barred by the applicable statutes of
limitations.  The  decision  of  the  arbitrators shall be rendered within sixty
(60)  days of submission of any claim or dispute, shall be in writing and mailed
to  all the parties included in the arbitration.  The decision of the arbitrator
shall be binding upon the parties and judgement in accordance with that decision
may  be  entered  in  any  court  having  jurisdiction  thereof.

     L.     Neither  Company,  nor Consultant, shall have the right to assign or
delegate  this  Agreement or any rights or obligations created hereby unless the
non-assigning  party  expressly  approves  the  assignment  in  writing.

M.     A responsible officer of each party has read and understands the contents
of  this  Agreement and is empowered and duly authorized on behalf of that party
to  execute  it.





IN  WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth  above.


                                   COMPANY:
                                   -------

                                   E-REX,  INC.,  a  Nevada  corporation

                                   /s/  Carl  E.  Dilley

                                   By:  Carl  E.  Dilley,  President



                                   CONSULTANT:
                                   ----------

                                   BIG  APPLE  CONSULTING  U.S.A.,  INC.,
                                   a  Delaware  corporation

                                   /s/  Marc  Jablon

                                   By:  Marc  Jablon,  President