SECOND AMENDMENT
                                       TO
                                   E-REX, INC.
                               2002 NON-QUALIFIED
                           STOCK GRANT AND OPTION PLAN

     This  Second  Amendment  to  E-Rex, Inc. 2002 Non-Qualified Stock Grant and
Option  Plan  (the  "Amendment")  is executed effective this 25th day of October
2002.

                                    RECITALS

     WHEREAS,  E-Rex,  Inc.,  a  Nevada corporation (the "Company") executed the
E-Rex,  Inc.  2002 Non-Qualified Stock Grant and Option Plan effective August 5,
2002  (the  "Plan");

     WHEREAS,  the  Plan  provided  for up to 13,500,000 shares of the Company's
common  stock  to  be  issued  pursuant  to  the  terms  of  the  Plan;

     WHEREAS,  the  Company  executed  the First Amendment to the Plan effective
September 24, 2002 increasing the number of shares of the Company's common stock
to  be  issued  pursuant  to  the  Plan  from  13,500,000  to  33,500,000;

     WHEREAS,  Section  7  of  the Plan provides that the Board of Directors may
revise  or  amend  the  Plan  at  any  time;

     WHEREAS, on the date hereof, the Board of Directors of the Company approved
this  Amendment  to  the  Plan.

     NOW,  THEREFORE,  the  Plan  is  hereby  amended  as  follows:

1.   Section  4  of  the  Plan  is  restated in its entirety to read as follows:

     "4.     IDENTIFICATION  OF  STOCK:  The  stock  subject  to  grant  and the
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options shall be shares of the Corporation's authorized but unissued or acquired
or  reacquired  Common  Stock,  par  value  $0.001 (the "Stock").  The aggregate
number  of  shares  subject  to  grant  and outstanding options shall not exceed
48,500,000  shares  of Stock (subject to adjustment as provided in Section 5.6).
If any option granted hereunder shall expire or terminate for any reason without
having  been  exercised  in  full,  the unpurchased shares subject thereto shall
again  be  available  for  purposes  of  this  Plan."

     As  adopted  by  the  Board  of  Directors  on  October  25,  2002.

                              E-Rex,  Inc.,
                              a  Nevada  corporation

                              /s/ Carl Dilley
                              _______________________
                              By:     Carl  Dilley
                              Its:    President