AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 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) . .     1,329,688  $                       0.14  $              186,156.32  $           49.15
-----------------------  ------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.     1,329,688  $                       0.14  $              186,156.32  $           49.15
</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 August 13, 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 Carl E. Dilley, Donald
A.  Mitchell,  Jeffery  M.  Harvey, Anne Balduzzi, Andy Sikorski, Sepehr Niakan,
Jonathan Knigin, Steve Marinkovitch, and Brian A. Lebrecht 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 August 7, 2001 on Form 10-QSB
          filed  with  the  Commission  on  August  8,  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  64,500 shares of Common Stock of the Company, plus the 250,000 shares
of  Common  Stock  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  Carl  Dilley  dated  August  1,  2001.

10.2      Agreement  between  E-Rex  and  Donald A. Mitchell dated August 1,
          2001.

10.3      Agreement  between  E-Rex  and Jeffrey M. Harvey dated August 1, 2001.

10.4(1)   Agreement  between  E-Rex  and  Anne Balduzzi dated June 15, 2001.

10.5      Agreement  between  E-Rex  and  Sepehr  Niakan  dated August  1, 2001.

10.6      Agreement  between  E-Rex  and  Jonathan  Knigin dated August 1, 2001.

10.7      Agreement  between  E-Rex  and  Andy  Sikorski dated  August  1, 2001.

10.8      Agreement  between E-Rex and Steve Marinkovitch dated August 2,  2001.

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

23.2      Consent  of  Gately  & Associates, LLC, Certified  Public Accountants.
___________________
(1)          Incorporated by reference from the Registrant's Form 10-QSB for the
quarter  ended  June  30,  2001  as filed with the Commission on August 8, 2001.

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 August 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": 14294}]
{"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": "333-67986", "film-number": "1719576"}, "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 AUGUST 20, 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) . .     1,329,688  $                       0.14  $              186,156.32  $           49.15
-----------------------  ------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.     1,329,688  $                       0.14  $              186,156.32  $           49.15
(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 August 13, 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 Carl E. Dilley, Donald
A.  Mitchell,  Jeffery  M.  Harvey, Anne Balduzzi, Andy Sikorski, Sepehr Niakan,
Jonathan Knigin, Steve Marinkovitch, and Brian A. Lebrecht 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 August 7, 2001 on Form 10-QSB
          filed  with  the  Commission  on  August  8,  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  64,500 shares of Common Stock of the Company, plus the 250,000 shares
of  Common  Stock  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  Carl  Dilley  dated  August  1,  2001.

10.2      Agreement  between  E-Rex  and  Donald A. Mitchell dated August 1,
          2001.

10.3      Agreement  between  E-Rex  and Jeffrey M. Harvey dated August 1, 2001.

10.4(1)   Agreement  between  E-Rex  and  Anne Balduzzi dated June 15, 2001.

10.5      Agreement  between  E-Rex  and  Sepehr  Niakan  dated August  1, 2001.

10.6      Agreement  between  E-Rex  and  Jonathan  Knigin dated August 1, 2001.

10.7      Agreement  between  E-Rex  and  Andy  Sikorski dated  August  1, 2001.

10.8      Agreement  between E-Rex and Steve Marinkovitch dated August 2,  2001.

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

23.2      Consent  of  Gately  & Associates, LLC, Certified  Public Accountants.
___________________
(1)          Incorporated by reference from the Registrant's Form 10-QSB for the
quarter  ended  June  30,  2001  as filed with the Commission on August 8, 2001.

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 August 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