AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 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
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   88-0292890
                                (I.R.S. Employer
                               Identification No.)



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

                              Consulting 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    Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  ------------  ----------------------------  -------------------------  -----------------

Common Stock,
par value $0.001(2) . .       818,110                         $0.43               $ 351,787.30           $  92.88
-----------------------  ------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.       818,110                         $0.43               $ 351,787.30           $  92.88
</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  June  7,  2001.

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


                                        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 Paul Storti, Byron L.
Rambo, Andy Sikorski, Sepehr Niakan, Jonathan Knigin, Jonathan Keane, Jeffery M.
Harvey,  Carl  E.  Dilley, Brian A. Lebrecht, and J. Bennett Grocock 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 June 11, 2001 on Form 10-QSB
filed  with  the  Commission  on  June  12,  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  115,000  shares  of  Common  Stock  of the Company registered herein.

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.

The  Shares were issued for consulting and legal services rendered.  These sales
were made in reliance on the exemption from the registration requirements of the
Securities  Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions  not  involving any public offering or not involving any "offer" or
"sale".

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  Paul  Storti  dated  May  10,  2001.

10.2     Agreement  between  E-Rex  and  Byron L. Rambo dated May 10, 2001.

10.3     Agreement  between  E-Rex  and  Andy  Sikorski  dated  May  10,  2001.

10.4     Agreement  between  E-Rex  and  Sepehr  Niakan  dated  May  10,  2001.

10.5     Agreement  between  E-Rex  and  Jonathan  Knigin  dated  May  10, 2001.

10.6     Agreement  between  E-Rex  and  Jonathan  Keane  dated  May  10,  2001.

10.7     Agreement  between  E-Rex  and  Jeffrey  M.  Harvey dated May 10, 2001.

10.8     Agreement  between  E-Rex  and  Carl  E.  Dilley  dated  May  10, 2001.

10.9     Agreement  between  E-Rex  and  J.  Bennett Grocock dated June 1, 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

                    (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.

                                        5
<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  June  13, 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

/s/  Jeffrey  M.  Harvey         Treasurer  and  Director
-----------------------------


Jeffrey  M.  Harvey

                                        6
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14223}]
{"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": "333-63150", "film-number": "1661837"}, "business-address": {"street1": "11645 BISCAYNE BLVD", "street2": "STE 210", "city": "MIAMI", "state": "FL", "zip": "33181"}, "mail-address": {"street1": "11645 BISCAYNE BLVD", "street2": "SUITE 210", "city": "MIAMI", "state": "FL", "zip": "33181"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 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
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   88-0292890
                                (I.R.S. Employer
                               Identification No.)

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

                              Consulting 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    Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  ------------  ----------------------------  -------------------------  -----------------

Common Stock,
par value $0.001(2) . .       818,110                         $0.43               $ 351,787.30           $  92.88
-----------------------  ------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.       818,110                         $0.43               $ 351,787.30           $  92.88
(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  June  7,  2001.

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

                                        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 Paul Storti, Byron L.
Rambo, Andy Sikorski, Sepehr Niakan, Jonathan Knigin, Jonathan Keane, Jeffery M.
Harvey,  Carl  E.  Dilley, Brian A. Lebrecht, and J. Bennett Grocock 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 June 11, 2001 on Form 10-QSB
filed  with  the  Commission  on  June  12,  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  115,000  shares  of  Common  Stock  of the Company registered herein.

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.

The  Shares were issued for consulting and legal services rendered.  These sales
were made in reliance on the exemption from the registration requirements of the
Securities  Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions  not  involving any public offering or not involving any "offer" or
"sale".

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  Paul  Storti  dated  May  10,  2001.

10.2     Agreement  between  E-Rex  and  Byron L. Rambo dated May 10, 2001.

10.3     Agreement  between  E-Rex  and  Andy  Sikorski  dated  May  10,  2001.

10.4     Agreement  between  E-Rex  and  Sepehr  Niakan  dated  May  10,  2001.

10.5     Agreement  between  E-Rex  and  Jonathan  Knigin  dated  May  10, 2001.

10.6     Agreement  between  E-Rex  and  Jonathan  Keane  dated  May  10,  2001.

10.7     Agreement  between  E-Rex  and  Jeffrey  M.  Harvey dated May 10, 2001.

10.8     Agreement  between  E-Rex  and  Carl  E.  Dilley  dated  May  10, 2001.

10.9     Agreement  between  E-Rex  and  J.  Bennett Grocock dated June 1, 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

                    (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.

                                        5
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  June  13, 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

/s/  Jeffrey  M.  Harvey         Treasurer  and  Director
-----------------------------

Jeffrey  M.  Harvey

                                        6