SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
E-Rex, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0292890
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1916 Pike Place, Suite 1405, Seattle, WA 98101
(Address of Principal Executive Offices) (Zip Code)
Consulting Services Plan
(Full title of the plan)
Nevada Agency and Trust Company
50 West Liberty Street, Suite 880
Reno, NV 89501
(Name and address of agent for service)
(206) 521-2090
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Title of Class of Amount Offering Proposed Maximum Amount of
Securities to be to Be Price per Aggregate Offering Registration
Registered Registered Unit Price (1) Fee
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value 2,060,000 $1.50 $3,090,000 $859.02
- --------------------------------------------------------------------------------------
Total Registration Fee -- -- -- $859.02
- --------------------------------------------------------------------------------------
</TABLE>
(1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee and not as a
representation as to any actual proposed price. The offering price per unit,
maximum aggregate offering price and registration fee is based upon the price at
the close of the market for the common stock on March 27, 2000.
<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1), the information required by Part 1 is included in
documents sent or given to each employee of E-Rex, Inc., a Nevada corporation
("Company").
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration
Statement and made a part hereof:
(a) The registrant's Form 10-SB, specifically including the description of the
registrant's class of securities registered in the Form 10-SB, as amended,
which was filed under the Exchange Act on September 13, 1999. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposed of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
(b) All other reports which may be filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the registrant document referred to in (a) immediately above.
Item 4. Description of Securities.
The class of securities to be offered hereby has been registered on Form 10-SB
under Section 12 of the Exchange Act by the registrant, and incorporated by
reference.
Item 5. Interests of Named Experts and Counsel.
The Law Office of Brenda Lee Hamiton, P.A., has rendered legal services and
prepared Form S-8. Such office is located at 555 South Federal Highway, Suite
270, Boca Raton, Florida 33432.
Jaak (Jack) Olesk, Certified Public Accountant, located at 270 North Canon
Drive, Suite 203, Beverly Ells, California 90210, consents to incorporation by
reference of his report in the Form 10-SB dated September 13, 1999.
Item 6. Indemnification of Directors and Officers.
<PAGE>
The Company shall indemnify to the fullest extent permitted by, and in the
manner permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of the Company, or served any other enterprise as
director, officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he/she is or was an
employee of the Company.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.
Indemnification of officers or persons controlling the corporation for
liabilities arising under the Securities Act of 1933, is held to be against
public policy by the Securities and Exchange Commission and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Consultants and Advisors.
The following consultant will be issued securities pursuant to this Registration
Statement.
Name Number Type of Services Provided
- ---- ------ -------------------------
Donald Mitchell 2,000,000 shares Consulting Services
Brenda Hamiton 60,000 shares Legal Services
Item 9. Exhibits.
See Exhibit Index and Exhibits attached hereto.
<PAGE>
Item 10. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in the volume and price represent no more
than twenty percent (20%) change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) Include any additional or changed material information on the plan
of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the small business issuer under Rule 424(b)(1), or
(4) or 497(h) under the Securities Act as part of this registration
statement as of the time Commission declared it effective.
(4) For determining any liability under the Securities Act, treat each
post-effective amendment as a new registration statement for the
securities offered, and the offering of the securities at that time to be
the initial bona fide offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification in against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a Court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Seattle, State of Washington, on March 28, 2000.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
/s/ Ken Blake
----------------------------------
Ken Blake, President & Director
Date: _______________________
/s/ Ronald K. Gooding
Ronald K. Gooding, Chief Financial Officer
Date: 3/28/00
/s/ Donald Mitchell
Donald Mitchell, Director
Date: 3/28/00
<PAGE>
EXHIBITS TO
FORM S-8
EXHIBIT INDEX
- ---------------------------------------------------------------------------
Exhibit # Exhibit Item Page
- ---------------------------------------------------------------------------
Articles of Incorporation (Incorporated by Reference,
3.1 Form 10-SB) --
- ---------------------------------------------------------------------------
3.2 Bylaws (Incorporated by Reference, Form 10-SB) --
- ---------------------------------------------------------------------------
5 Opinion Re: Legality and Consent E-1
- ---------------------------------------------------------------------------
23 Consent of Experts E-4
- ---------------------------------------------------------------------------
99.1 Consulting Services Plan
- ---------------------------------------------------------------------------
99.2 Consulting Agreement
- ---------------------------------------------------------------------------
99.3 Attorney Services Agreement
- ---------------------------------------------------------------------------
EXHIBIT 5
CONSENTS OF EXPERTS AND COUNSEL
THE LAW OFFICE OF BRENDA LEE HAMITON, P.A.
555 South Federal Highway, Suite 270
Boca Raton, Florida 33432
Phone: 561-416-8956
Fax: 561-416-2855
March 28, 2000
E-REX, INC.
Attn: Ken Blake, President
1916 Pike Place, Suite 1405
Seattle, WA 98101
RE: SEC Registration Statement on Form S-8
Dear Sir/Madam:
This firm (the "Firm") has been engaged as counsel for E-Rex, Inc., a Nevada
corporation (the "Company"), in connection with its proposed offering under the
Securities Act of 1933, as amended (the "Act"), of 2,060,000 shares of its
common stock which are to be issued under a plan for consulting services by the
Company, by a filing of a Registration Statement under Form S-8 to which this
opinion is a part, to be filed with the Securities and Exchange Commission (the
"Commission"). In connection with rendering the opinion as set forth below, the
Firm has reviewed and examined originals or copies of the following:
1. Articles of Incorporation of the Company, and any amendments, as filed
with the Secretary of State of Nevada;
2. By-Laws of the Company
3. Written Consent or Minutes of a Meeting of the Board of Directors on or
about March 28, 2000, authorizing the Consultant Services Plan (the
"Plan") with certain consultants and certain other matters;
3. Consulting Services Plan by the Company dated March 28, 2000; and
4. The Company's Registration Statement on Form S-8 and exhibits thereto as
filed with the Commission.
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all persons, the authenticity of all documents submitted to the Firm
as originals, the conformity with the original documents of all documents
submitted to the Firm as certified or photostatic copies, and the authenticity
of the originals of such copies and the truth of all information supplied us.
<PAGE>
We have further assumed, among other things, that the recipient of the Shares
will have completed the required services, and/or provided considerations
required acceptable to the Board of Directors and in compliance with Form S-8
and that any Shares to be issued will have been registered in accordance with
the Act, absent the application of an exemption from registration, prior to the
issuance of such Shares. We have not independently investigated or verified any
matter, assumption, or representation.
Based upon the foregoing and in reliance thereof, it is our opinion that,
subject to the limitations set forth herein, the Shares to be issued will be
duly and validly authorized, legally issued, fully paid and non-assessable. This
opinion is expressly limited in scope to the Shares enumerated herein which are
to be expressly covered by the referenced Registration Statement and does not
cover subsequent issuances of shares, pertaining to services to be performed in
the future (such transactions are required to be included in either a new
Registration Statement or a Post-Effective Amendment to the Registration
Statement including updated opinions).
This opinion is limited. We consent to you filing this opinion with the
Commission as an exhibit to the Registration Statement on Form S-8. This opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without our prior written consent. This opinion is based upon our
assumptions as to application of the law and facts as of the date hereof. We
assume no duty to communicate with you with respect to any matters, which may
come to our attention hereafter.
Sincerely yours,
THE LAW OFFICE OF BRENDA LEE HAMITON, P.A.
/s/ Kristen Thomas
- ------------------------------
By: Kristen Thomas, Esquire
EXHIBIT 23
CONSENT OF EXPERT
We hereby consent to the incorporation by reference in the March 28, 2000 filing
of E-Rex, Inc. on Form S-8 of our report appearing in the Company's Form 10-SB
registration statement dated September 13, 1999.
/s/ Jack Oleski
- -------------------------------
Jaak (Jack) Oleski
Certified Public Accountant
270 North Canon Drive, Suite 203
Beverly Ells, California 90210
EXHIBIT 99.1
CONSULTING SERVICES PLAN
THIS CONSULTING SERVICES PLAN (the "Plan") is made as of the 28th day of March,
2000, by E-REX, INC., a Nevada corporation (the "Company"), for the Consultants
below (the "Consultants").
R E C I T A L S:
The Company is under agreement to grant ("Consulting Agreements"), and the
Consultants are to receive, as compensation for services provided to the
Company, shares of the common stock of the Company (the "Common Stock"),
pursuant to the provisions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and
conditions herein, and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties agree
as follows:
1. Grant of Shares. The Company hereby grants to the Consultants the
following shares of Common Stock (the "Shares") in the Company.
Name # of Shares Service Type
---- ----------- ------------
Donald Mitchell 2,000,000 Business Consulting Services
Brenda Hamiton 60,000 Legal Services
2. Services. Consultants have been engaged by the Company as in their
respective Consulting Agreements.
3. Compensation. Consultants' compensation is the Shares identified herein.
The parties agree the Shares are valued at $.76 each. Consultants are
responsible for all income taxes.
4. Registration or Exemption. Notwithstanding anything to the contrary
contained herein, the Shares will be registered on Form S-8 Registration
Statement dated March 28, 2000.
5. Delivery of Shares. The Company shall deliver to the Consultants
respectively, certificate representing 2,000,000 shares and 60,000 shares
of common stock in the Company for Consultant to commence services.
6. Waiver. No waiver is enforceable unless in writing and signed by such
waiving party, and any waiver shall not be construed as a waiver by any
other party or of any other or subsequent breach.
7. Amendments. This Plan may not be amended unless by the mutual consent of
all of the parties hereto in writing.
8. Governing Law. This Plan shall be governed by the laws of the State of
Florida, and the sole
<PAGE>
venue for any action arising hereunder shall be Palm Beach County,
Florida.
9. Assignment and Binding Effect. Neither this Plan nor any of the rights,
interests or obligations hereunder shall be assigned by any party hereto
without the prior written consent of the other parties hereto, except as
otherwise provided herein. This Plan shall be binding upon and for the
benefit of the parties hereto and their respective heirs, permitted
successors, assigns and/or delegates.
10. Integration and Captions. This Plan includes the entire understanding of
the parties hereto with respect to the subject matter hereof. The captions
herein are for convenience and shall not control the interpretation of
this Plan.
11. Legal Representation. Each party has been represented by independent legal
counsel in connection with this Plan, or each has had the opportunity to
obtain independent legal counsel and has waived such right, and no tax
advice has been provided to any party.
12. Construction. Each party acknowledges and agrees having had the
opportunity to review, negotiate and approve all of the provisions of this
Plan.
13. Cooperation. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent
and purpose of this Plan as set forth herein above.
14. Hand-Written Provisions. Any hand-written provisions hereon, if any, or
attached hereto, which have been initialed by all of the parties hereto,
shall control all typewritten provisions in conflict therewith.
15. Fees, Costs and Expenses. Each of the parties hereto acknowledges and
agrees to pay, without reimbursement from the other party(ies), the fees,
costs, and expenses incurred by each such party incident to this Plan.
16. Consents and Authorizations. By the execution hereinbelow, each party
acknowledges and agrees that each such party has the full right, power,
legal capacity and authority to enter into this Plan, and the same
constitutes a valid and legally binding Plan of each such party in
accordance with the terms, conditions and other provisions contained
herein.
17. Gender and Number. Unless the context otherwise requires, references in
this Plan in any gender shall be construed to include all other genders,
references in the singular shall be construed to include the plural, and
references in the plural shall be construed to include the singular.
18. Severability. In the event anyone or more of the provisions of this Plan
shall be deemed unenforceable by any court of competent jurisdiction for
any reason whatsoever, this Plan shall be construed as if such
unenforceable provision had never been contained herein.
<PAGE>
19. Counterparts. This Plan may be executed in counterparts.
20. Facsimile. This Plan may be executed by facsimile.
E-Rex, Inc.
/s/ Kenneth Blake
- ------------------------------
By: Kenneth Blake, President
Donald Mitchell Brenda Hamiton
/s/ Donald Mitchell /s/ Brenda Hamiton
- ------------------------------ -------------------------------
EXHIBIT 99.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into the 28th day of
March, 2000, effective as of the 28th day of March, 2000, by and between E-REX,
INC., a Nevada corporation ("Company") and DONALD MITCHELL ("Consultant").
A. The Company wishes to engage the services of Consultant as Chairman of the
Board of Directors to the Company;
B. The Consultant represents that it has no prior or existing legally binding
obligations that are in conflict with its entering into this Agreement;
and
C. The Consultant is willing to be so retained on the terms and conditions of
this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains Consultant as the Chairman of the
Board of Directors to the Company, and Consultant hereby accepts such
engagement on the terms and conditions hereinafter set forth.
2. Term. This Agreement shall be in effect for an initial term of one year,
commencing upon execution by both parties, and shall be renewable
automatically, without any action of the parties, on an annual basis
thereafter, unless either party gives the other written notice of an
intention not to renew this Agreement at least thirty (30) days prior to
the end of the initial term or any renewal term thereof.
3. Duties of Consultant. The Company retains Consultant to provide advise on
all matters pertaining to the business of the Company, including but not
limited to product imaging, business strategies, employee compensation,
mergers and acquisitions, consultant services.
The Consultant shall not provide any of the following services: promotion
of the Company's securities, either indirectly or directly; maintaining a
market for the Company's securities, either indirectly or directly;
capital raising transactions; marketing services; or investor and/or
shareholder relations services.
In its capacity as advisor and consultant to management of the Company,
Consultant shall be required to devote at least 40 hours per month to the
business of the Company. Consultant shall also be available, at the mutual
convenience of the parties, to evaluate specific matters or problems
submitted to Consultant by management of the Company.
<PAGE>
Consultant shall render the services required in this Agreement as an
independent contractor. Deadlines in respect of the service and functions
of Consultant shall be mutually agreed upon.
Consultant shall use his best efforts to advance the business and welfare
of the Company and shall not intentionally take any action adverse to the
best interests of the Company.
4. Compensation. As full and complete compensation for any and all services
(except out-of-pocket expenses approved by the Company) that Consultant
shall render to the Company, the Company shall make a one-time grant of
2,000,000 restricted shares of the Company's Common Stock to be registered
for resale under Form S-8 or other available within 90 days of this
agreement.
5. Disclosure of Information. Consultant recognizes and acknowledges as a
result of his engagement by the Company, he will have access to discover
information which is of a proprietary manner to the Company, including
methods, inventions, improvements, trade secrets, or discoveries, whether
patentable or not, and similar information relating to the Company's
products and services. In addition, information will or has been disclosed
to Consultant, or has been discovered by Consultant, concerning marketing
plans, processes, products, apparatus, techniques, know-how, trade secret,
strategies, customer lists, and technical requirements of customers of the
Company. Consultant agrees that he will not, without the prior written
approval of the Company, disclose any such proprietary information of the
Company to anyone not in the employ of the Company, or use any such
information other than for the purposes of this Agreement. Consultant
agrees that he will not allow any other person engaged by him to have
access to any of the proprietary information unless he first obtains such
person's agreement not to disclose or use such information, and such
agreement is binding upon the Company, Consultant, and such third person.
These obligations shall not apply, however, to information which is or
becomes generally available to the public through no fault of Consultant.
6. Termination. This Agreement shall terminate on the earliest of:
(i) On December 31, 2000;
(ii) At Consultant's option, upon a ninety (90)day written notice; or
(iii) Upon mutual written agreement of the parties hereto.
7. Notices. Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and personally delivered, or if sent by
certified mail, postage prepaid to its residence in the case of
Consultant, its principal office in the case of the Company and shall be
effective upon deposit into the United States Postal Service, or in the
case of personal delivery when actually delivered. Such notice shall be
directed to the individuals and addresses below:
<PAGE>
Donald Mitchell
2101 West S.R. 434, Suite 221
Longwood, FL 32779
E-Rex, Inc.
Attn: Kenneth Blake
1916 Pike Place, Suite 1405
Seattle, WA 98101
8. Waiver. The waiver by the Company of a breach of any provision of this
Agreement by Consultant shall not operate or be construed as a waiver of
any subsequent breach by Consultant.
9. Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, their respective heirs,
representatives, successors, and assigns, but shall not be assignable by
Consultant without the prior written consent of the Company.
10. Severability. If any provision of this Agreement is held to be contrary to
law, that provision shall be deemed severable from the balance of this
Agreement, and the balance of this Agreement shall remain in force between
the parties to the fullest extent permitted by law.
11. Entire Agreement. This Agreement shall be deemed to express, embody, and
supersede all previous understandings, agreements and commitments, whether
written or oral, between the parties hereto with respect to the subject
matter hereof and to fully and finally set forth the entire agreement
between the parties hereto. No modifications shall be binding unless
stated in writing and signed by both parties hereto with the approval of
the President of the Company.
12. Governing Law; Venue; Arbitration. This Agreement shall be governed by the
laws of the State of California. Any dispute involving or affecting this
Agreement or the services to be performed shall be determined and resolved
by binding arbitration in the County of Los Angeles, State of California,
in accordance with the Commercial Arbitration Rules of the American
Arbitration Association.
13. Prior Agreements. This Agreement supersedes and renders null and void all
prior written or oral agreements by and between the Company or its
affiliates and Consultant, except as provided herein or in any amendments
or addendums hereto.
14. Survival of Covenants. Upon termination of this Agreement, for any reason,
the covenants contained in Sections 5, 11, 12 and 14 shall survive such
termination.
15. Counterparts. This Agreement may be signed in two counterparts, but both
of which placed together, shall constitute one instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective
the date set forth above.
COMPANY:
E-Rex, Inc.
Attn: Kenneth Blake
1916 Pike Place, Suite 1405
Seattle, WA 98101
By: /s/ Kenneth Blake
----------------------
Name: Kenneth Blake
CONSULTANT:
Donald Mitchell
2101 West S.R. 434, Suite 221
Longwood, FL 32779
By: /s/ Donald Mitchell
----------------------
Name: Donald Mitchell
EXHIBIT 99.3
ATTORNEY FEE AGREEMENT
1. The Law Firm of Brenda Lee Hamiton, P.A. (hereinafter referred to as the
"Attorney") will represent E-Rex, Inc. (hereinafter referred to as the
"Company") with various corporate and securities legal services, more
particularly described as preparation of an 8-K and agreement in
connection with the Company's appointment of Donald Mitchell for a period
of 60 days commencing on March 1st 2000.
2. All legal services will be performed by the Attorney after consultation
and authorization from the Company.
3. The non-refundable fee to be paid for the above mentioned representation
is sixty-thousand (60,000) shares of the common stock of the Company to be
registered on Form S-8 with all fees relating thereto to be paid by the
Company.
BY EXECUTING THIS PLAN, COMPANY ACKNOWLEDGES THAT THE SERVICES TO BE
RENDERED HEREBY ARE NOT IN CONNECTION WITH THE OFFER OR SALE OF SECURITIES
IN A CAPITAL RAISING TRANSACTION AND DO NOT DIRECTLY OR INDIRECTLY PROMOTE
OR MAINTAIN A MARKET FOR THE SECURITIES OF THE COMPANY.
4. The Company agrees to compensate the Attorney for out-of-pocket expenses,
which may be necessarily incurred in the representation of the Company.
5. All payments for fees and expenses are due upon presentation of invoices.
6. The Attorney is authorized to take all actions, which the Attorney deems
advisable on behalf of the Company. The Attorney agrees to notify the
Company promptly of all significant developments in regard to
representation of the Company.
7. Company will fully cooperate with the Attorney and provide all information
known to the Company or available to the Company, which, in the opinion of
the Attorney, would aid the Attorney in representing the Company.
8. The Attorney agrees to use its best efforts in representing the Company.
9. This writing with exhibits includes the entire agreement between the
Company and the Attorney regarding this matter. This Plan can only be
modified with another written agreement signed by the Company and the
Attorney. This Plan shall be binding upon the Company and the Attorney and
their respective heirs, legal representatives and successors in interest.
<PAGE>
10. Both the Company and the Attorney have read and agreed to this Agreement
and acknowledge that the terms of the Consulting Services Plan under which
such shares will be issued.
In Witness Whereof, the parties have executed this agreement intending to be
legally bound on the 17th day of March, 2000.
LAW OFFICE OF BRENDA LEE HAMITON, P.A.
/s/ Brenda Lee Hamiton
----------------------
By: Brenda Lee Hamiton
E-REX, INC.
/s/ Kenneth Blake
-----------------
By: Kenneth Blake, President
