AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 2001

                                                REGISTRATION NO. 33-____________





                     U.S. 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.)




                       11645 BISCAYNE BOULEVARD, SUITE 210
                              MIAMI, FLORIDA  33181
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreements
                              Employment Agreements
                            Legal Services Agreement
                             (Full Title of the Plan)
                              ____________________

                                 Carl E. Dilley
                       11645 Biscayne Boulevard, Suite 210
                              Miami, Florida  33181
                                 (305) 895-3350
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240

                                        1
<PAGE>

<TABLE>
<CAPTION>

                                           CALCULATION OF REGISTRATION FEE

<S>                     <C>                <C>                           <C>                        <C>

Title of Securities. .  Amount to be       Proposed Maximum              Proposed Maximum           Amount of
to be Registered . . .  Registered (2)(3)  Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
----------------------  -----------------  ----------------------------  -------------------------  -----------------

Common Stock,
par value $0.001 . . .          6,000,000  $                      0.008  $                  48,000  $           12.68
----------------------  -----------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE          6,000,000  $                      0.008  $                  48,000  $           12.68
</TABLE>



(1)  Estimated  solely  for  the  purpose  of  computing  the  amount  of  the
     registration  fee  pursuant  to  Rule  457(c) based on the closing price as
     reported  by  the  NASDAQ  Over-The-Counter  Bulletin Board on November 20,
     2001.

(2)  Represents  shares  of  Common Stock to be issued to employees, consultants
     and  legal  counsel  of  the  Company.

(3)  Also  includes  an  indeterminate  amount of securities to be acquired upon
     exercise  of  warrants  issued  to  employees  and  consultants.



                                        2
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:  The  document(s)  containing  the  information  concerning the Agreements
between  E-Rex,  Inc.  ("E-Rex"  or "Registrant") and each of Jeffrey M. Harvey,
Carl  E.  Dilley,  Jonathan  Knigin,  Andy  Sikorski,  Sepehr  Niakan,  Brian A.
Lebrecht, Jonathan Keane, Mitch Ackles and Donald A. Mitchell required by Item 1
of Form S-8 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  and  the  statement  of availability of registrant information, employee
benefit plan annual reports and other information required by Item 2 of Form S-8
will  be  sent or given to participants as specified in Rule 428.  In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are not
being  filed  with  the  Securities  and  Exchange Commission (the "Commission")
either  as  part  of  this registration statement on Form S-8 (the "Registration
Statement")  or  as prospectuses or prospectus supplements pursuant to Rule 424.
E-Rex  will  maintain a file of such documents in accordance with the provisions
of Rule 428.  Upon request, E-Rex shall furnish to the Commission or its staff a
copy  or  copies  of  all  of  the  documents  included  in  such  file.

                                        3
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

     (i)       The  Registrant's Annual Report dated May 17, 2001 on Form 10-KSB
               filed  with  the  Commission  on  May  18,  2001.

     (ii)      The Registrant's Quarterly Report Dated November 12, 2001 on Form
               10-QSB  filed  with  the  Commission  on  November  14,  2001.

     (iii)     All other reports and documents previously and subsequently filed
               by  the Registrant before and after the date of this Registration
               Statement  pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
               Securities  Exchange  Act  of  1934  and prior to the filing of a
               post-effective  amendment  which  indicates  that  all securities
               offered hereby have been sold or which deregisters all securities
               then  remaining  unsold,  shall  be  deemed to be incorporated by
               reference  and to be a part hereof from the date of the filing of
               such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company.

Mr.  Brian A. Lebrecht, principal of The Lebrecht Group, APLC, is the beneficial
owner  of  an  indeterminate amount of common stock to be issued to Mr. Lebrecht
upon  the  exercise  of  warrants  to  be  issued  to  him.  In  addition,  this
registration  statement  covers the issuance of 2,175,000 shares of common stock
to  be  issued  to  Mr.  Lebrecht.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The Corporation Laws of the State of Nevada and the Company's Bylaws provide for
indemnification  of  the  Company's  Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

                                        4
<PAGE>

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS

     3.1       Articles  of  Incorporation  of  the  Registrant, as amended
               (incorporated  by  reference).

     3.2       Bylaws  of  the  Registrant  (incorporated  by  reference).

     5.1       Opinion  of  The  Lebrecht  Group,  APLC

     10.1      Agreement  between  E-Rex  and  Jeffrey  M.  Harvey  dated
               September  31,  2001.

     10.2      Agreement  between E-Rex and Carl E. Dilley dated September
               31,  2001.


     10.3      Agreement between E-Rex and Jonathan Knigin dated October 3,
               2001.


     10.4      Agreement  between E-Rex and Andy Sikorski dated October 3,
               2001.


     10.5      Agreement  between E-Rex and Sepehr Niakan dated October 3,
               2001.


     10.6      Agreement between E-Rex and Jonathan Keane dated November 8,
               2001.

     10.7      Agreement  between  E-Rex and Carl E. Dilley dated November
               16,  2001.

     10.8      Agreement  between E-Rex and Mitch Ackles dated November 8,
               2001.

     10.9      Agreement  between  E-Rex  and  Donald  A.  Mitchell  dated
               November  16,  2001.

     23.1      Consent  of  The  Lebrecht Group, APLC (included in Exhibit
               5.1).

     23.2      Consent  of  Gately  &  Associates,  LLC,  Certified Public
               Accountants.
___________________

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

             (1) To file, during any period in which offers or sales are being
             made,  a post-effective amendment to this Registration Statement:

               (i)  To  include  any prospectus required by section 10(a) (3) of
               the  Securities  Act  of  1933;

               (ii)  To  reflect  in  the prospectus any facts or events arising
               after  the  effective  date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or  in  the  aggregate,  represent  a  fundamental  change in the
               information  set  forth  in  the  registration  statement;  and

                                        5
<PAGE>

               (iii)  To  include  any  material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement  or  any  material  change  to  such information in the
               registration  statement;  provided,  however, that paragraphs (a)
               (1)(i)  and  (a)  (1)  (ii)  do  not  apply  if  the registration
               statement  is  on  Form  S-3,  Form  S-8  or  Form  F-3  and  the
               information required to be included in a post-effective amendment
               by  those  paragraphs is contained in periodic reports filed with
               or  furnished  to  the  Commission  by the registrant pursuant to
               Section  13  or  Section  15(d) of the Securities Exchange Act of
               1934  that  are  incorporated  by  reference  in the registration
               statement.


             (2)  That,  for  the  purpose  of  determining  any liability under
             the Securities  Act  of  1933, each such  post-effective  amendment
             shall be deemed to  be a new registration statement relating to the
             securities offered therein,  and  the  offering  of such securities
             at  that  time  shall  be  deemed  to  be  the  initial  BONA  FIDE
             offering thereof.

             (3) To remove  from  registration  by  means  of  a  post-effective
             amendment  any  of  the  securities  being  registered which remain
             unsold at the termination  of  the  offering.


     (b)     The  undersigned  Registrant  hereby  undertakes that, for purposes
             of determining any  liability  under  the  Securities  Act of 1933,
             each filing  of the Registrant's Annual Report pursuant to Section
             13(a) or Section  15(d)  of  the  Securities  Exchange  Act of 1934
             (and, where applicable, each  filing  of an employee benefit plan's
             annual report pursuant to Section 15(d) of the Securities  Exchange
             Act of 1934) that is incorporated by  reference in the Registration
             Statement  shall  be deemed  to  be  a  new  registration statement
             relating to the securities offered  therein,  and  the  offering of
             such securities at that time shall  be  deemed  to  be  the initial
             BONA  FIDE  offering thereof.


     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
             Securities Act of 1933  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 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 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.

                                        6
<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Miami,  State  of Florida, on November 26, 2001.



                                               E-Rex,  Inc.

                                               /s/  Carl  Dilley
                                               _________________________________

                                               By:     Carl  Dilley
                                               Its:    President  &  Director



     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  dates  indicated:


/s/  Donald  A.  Mitchell
_____________________________          Chairman  of  the  Board

Donald  A.  Mitchell

                                        7
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14997}]
{"company-data": {"conformed-name": "E REX INC", "cik": "0001093159", "assigned-sic": "9995", "irs-number": "880292890", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74052", "film-number": "1800564"}, "business-address": {"street1": "11645 BISCAYNE BLVD", "street2": "STE 210", "city": "MIAMI", "state": "FL", "zip": "33181", "phone": "2065212090"}, "mail-address": {"street1": "11645 BISCAYNE BLVD", "street2": "SUITE 210", "city": "MIAMI", "state": "FL", "zip": "33181"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 2001

                                                REGISTRATION NO. 33-____________

                     U.S. 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.)

                       11645 BISCAYNE BOULEVARD, SUITE 210
                              MIAMI, FLORIDA  33181
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreements
                              Employment Agreements
                            Legal Services Agreement
                             (Full Title of the Plan)
                              ____________________

                                 Carl E. Dilley
                       11645 Biscayne Boulevard, Suite 210
                              Miami, Florida  33181
                                 (305) 895-3350
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240

                                        1
CALCULATION OF REGISTRATION FEE
Title of Securities. .  Amount to be       Proposed Maximum              Proposed Maximum           Amount of
to be Registered . . .  Registered (2)(3)  Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
----------------------  -----------------  ----------------------------  -------------------------  -----------------

Common Stock,
par value $0.001 . . .          6,000,000  $                      0.008  $                  48,000  $           12.68
----------------------  -----------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE          6,000,000  $                      0.008  $                  48,000  $           12.68
(1)  Estimated  solely  for  the  purpose  of  computing  the  amount  of  the
     registration  fee  pursuant  to  Rule  457(c) based on the closing price as
     reported  by  the  NASDAQ  Over-The-Counter  Bulletin Board on November 20,
     2001.

(2)  Represents  shares  of  Common Stock to be issued to employees, consultants
     and  legal  counsel  of  the  Company.

(3)  Also  includes  an  indeterminate  amount of securities to be acquired upon
     exercise  of  warrants  issued  to  employees  and  consultants.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:  The  document(s)  containing  the  information  concerning the Agreements
between  E-Rex,  Inc.  ("E-Rex"  or "Registrant") and each of Jeffrey M. Harvey,
Carl  E.  Dilley,  Jonathan  Knigin,  Andy  Sikorski,  Sepehr  Niakan,  Brian A.
Lebrecht, Jonathan Keane, Mitch Ackles and Donald A. Mitchell required by Item 1
of Form S-8 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  and  the  statement  of availability of registrant information, employee
benefit plan annual reports and other information required by Item 2 of Form S-8
will  be  sent or given to participants as specified in Rule 428.  In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are not
being  filed  with  the  Securities  and  Exchange Commission (the "Commission")
either  as  part  of  this registration statement on Form S-8 (the "Registration
Statement")  or  as prospectuses or prospectus supplements pursuant to Rule 424.
E-Rex  will  maintain a file of such documents in accordance with the provisions
of Rule 428.  Upon request, E-Rex shall furnish to the Commission or its staff a
copy  or  copies  of  all  of  the  documents  included  in  such  file.

                                        3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

     (i)       The  Registrant's Annual Report dated May 17, 2001 on Form 10-KSB
               filed  with  the  Commission  on  May  18,  2001.

     (ii)      The Registrant's Quarterly Report Dated November 12, 2001 on Form
               10-QSB  filed  with  the  Commission  on  November  14,  2001.

     (iii)     All other reports and documents previously and subsequently filed
               by  the Registrant before and after the date of this Registration
               Statement  pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
               Securities  Exchange  Act  of  1934  and prior to the filing of a
               post-effective  amendment  which  indicates  that  all securities
               offered hereby have been sold or which deregisters all securities
               then  remaining  unsold,  shall  be  deemed to be incorporated by
               reference  and to be a part hereof from the date of the filing of
               such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company.

Mr.  Brian A. Lebrecht, principal of The Lebrecht Group, APLC, is the beneficial
owner  of  an  indeterminate amount of common stock to be issued to Mr. Lebrecht
upon  the  exercise  of  warrants  to  be  issued  to  him.  In  addition,  this
registration  statement  covers the issuance of 2,175,000 shares of common stock
to  be  issued  to  Mr.  Lebrecht.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The Corporation Laws of the State of Nevada and the Company's Bylaws provide for
indemnification  of  the  Company's  Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

                                        4
ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS

     3.1       Articles  of  Incorporation  of  the  Registrant, as amended
               (incorporated  by  reference).

     3.2       Bylaws  of  the  Registrant  (incorporated  by  reference).

     5.1       Opinion  of  The  Lebrecht  Group,  APLC

     10.1      Agreement  between  E-Rex  and  Jeffrey  M.  Harvey  dated
               September  31,  2001.

     10.2      Agreement  between E-Rex and Carl E. Dilley dated September
               31,  2001.

     10.3      Agreement between E-Rex and Jonathan Knigin dated October 3,
               2001.

     10.4      Agreement  between E-Rex and Andy Sikorski dated October 3,
               2001.

     10.5      Agreement  between E-Rex and Sepehr Niakan dated October 3,
               2001.

     10.6      Agreement between E-Rex and Jonathan Keane dated November 8,
               2001.

     10.7      Agreement  between  E-Rex and Carl E. Dilley dated November
               16,  2001.

     10.8      Agreement  between E-Rex and Mitch Ackles dated November 8,
               2001.

     10.9      Agreement  between  E-Rex  and  Donald  A.  Mitchell  dated
               November  16,  2001.

     23.1      Consent  of  The  Lebrecht Group, APLC (included in Exhibit
               5.1).

     23.2      Consent  of  Gately  &  Associates,  LLC,  Certified Public
               Accountants.
___________________

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

             (1) To file, during any period in which offers or sales are being
             made,  a post-effective amendment to this Registration Statement:

               (i)  To  include  any prospectus required by section 10(a) (3) of
               the  Securities  Act  of  1933;

               (ii)  To  reflect  in  the prospectus any facts or events arising
               after  the  effective  date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or  in  the  aggregate,  represent  a  fundamental  change in the
               information  set  forth  in  the  registration  statement;  and

                                        5
(iii)  To  include  any  material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement  or  any  material  change  to  such information in the
               registration  statement;  provided,  however, that paragraphs (a)
               (1)(i)  and  (a)  (1)  (ii)  do  not  apply  if  the registration
               statement  is  on  Form  S-3,  Form  S-8  or  Form  F-3  and  the
               information required to be included in a post-effective amendment
               by  those  paragraphs is contained in periodic reports filed with
               or  furnished  to  the  Commission  by the registrant pursuant to
               Section  13  or  Section  15(d) of the Securities Exchange Act of
               1934  that  are  incorporated  by  reference  in the registration
               statement.

             (2)  That,  for  the  purpose  of  determining  any liability under
             the Securities  Act  of  1933, each such  post-effective  amendment
             shall be deemed to  be a new registration statement relating to the
             securities offered therein,  and  the  offering  of such securities
             at  that  time  shall  be  deemed  to  be  the  initial  BONA  FIDE
             offering thereof.

             (3) To remove  from  registration  by  means  of  a  post-effective
             amendment  any  of  the  securities  being  registered which remain
             unsold at the termination  of  the  offering.

     (b)     The  undersigned  Registrant  hereby  undertakes that, for purposes
             of determining any  liability  under  the  Securities  Act of 1933,
             each filing  of the Registrant's Annual Report pursuant to Section
             13(a) or Section  15(d)  of  the  Securities  Exchange  Act of 1934
             (and, where applicable, each  filing  of an employee benefit plan's
             annual report pursuant to Section 15(d) of the Securities  Exchange
             Act of 1934) that is incorporated by  reference in the Registration
             Statement  shall  be deemed  to  be  a  new  registration statement
             relating to the securities offered  therein,  and  the  offering of
             such securities at that time shall  be  deemed  to  be  the initial
             BONA  FIDE  offering thereof.

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
             Securities Act of 1933  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 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 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.

                                        6
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Miami,  State  of Florida, on November 26, 2001.

                                               E-Rex,  Inc.

                                               /s/  Carl  Dilley
                                               _________________________________

                                               By:     Carl  Dilley
                                               Its:    President  &  Director

     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  dates  indicated:

/s/  Donald  A.  Mitchell
_____________________________          Chairman  of  the  Board

Donald  A.  Mitchell

                                        7