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


     This  Fourth  Amendment  to  E-Rex, Inc. 2002 Non-Qualified Stock Grant and
Option  Plan  (the  "Amendment")  is  executed effective this 8th day of January
2003.

                                    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,  the  Company  executed the Second Amendment to the Plan effective
October  25,  2002 increasing the number of shares of the Company's common stock
to  be  issued  pursuant  to  the  Plan  from  33,500,000  to  48,500,000;

     WHEREAS,  the  Company  executed  the Third Amendment to the Plan effective
December  11, 2002 increasing the number of shares of the Company's common stock
to  be  issued  pursuant  to  the  Plan  from  48,500,000  to  68,500,000;

     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
             -------------------------
     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 88,500,000 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  January  8,  2003.

                              E-Rex,  Inc.,
                              a  Nevada  corporation


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