AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2002

                                                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)
                              ____________________


                 2002 Non-Qualified Stock Grant and Option Plan
                            (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

<PAGE>
                       CALCULATION  OF  REGISTRATION  FEE

<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    Aggregate Offering Price   Registration Fee
----------------------  --------------  --------------------------  -------------------------  -----------------

Common Stock,
par value $0.001 . . .  13,500,000 (2)  $                 0.01 (1)  $                 135,000  $           12.42
----------------------  --------------  --------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE  13,500,000                                  $                 135,000  $           12.42
</TABLE>

(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration fee pursuant to Rule 457(c) based on the average of the closing bid
and  ask  price  as  reported  by  the NASDAQ Over-The-Counter Bulletin Board on
August  5,  2002.

(2)     The  securities  to  be  registered  represent  shares  of  Common Stock
reserved  for  issuance under the E-Rex, Inc. 2002 Non-Qualified Stock Grant and
Option  Plan  (the "Plan").  Pursuant to Rule 416, shares of Common Stock of the
Company  issuable  pursuant  to  the exercise of awards granted or to be granted
under  the  Plan  in  order  to prevent dilution resulting from any future stock
split,  stock  dividend,  or  similar  transaction,  are  also  being registered
hereunder.

                                        2
<PAGE>
                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.*

ITEM  2.     REGISTRANT  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     Information  required  by  Part  I  to  be  contained in the Section 10(a)
Prospectus  is  omitted  from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note  to  Part  I  of  Form  S-8.

                                        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  July 12, 2002 on Form 10-KSB/A
filed  with  the  Commission  on  July  16,  2002.

(ii)     The  Registrant's  Quarterly  Report  Dated May 13, 2002 on Form 10-QSB
filed  with  the  Commission  on  May  15,  2002.

(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.

     The  Company's  authorized capital stock consists of  100,000,000 shares of
Common  Stock,  par  value  $0.001.

     The holders of Common Stock are entitled to one vote for each share held of
record on all matters on which the holders of Common Stock are entitled to vote.
Cumulative  voting  is  not  permitted  in  any  election  of  directors.

     The  holders  of  Common  Stock are entitled to receive, ratably, dividends
when,  as  and  if  declared  by  the  Board  of  Directors out of funds legally
available  therefore.  The current policy of the Board of Directors, however, is
to  retain  earnings,  if  any, for the operation and expansion of the Company's
business.

     Upon liquidation, dissolution, or winding up of the Company, the holders of
Common  Stock  are  entitled  to  share  ratably  in all assets that are legally
available  for  distribution,  after  payment  of or provision for all debts and
liabilities  and after provision is made for each class of stock, if any, having
preference  over  the  Common  Stock.

     The holders of Common Stock do not have  preemptive,  subscription, redemp-
tion  or  conversion  rights  under  the Company's Articles of Incorporation, as
amended.  There  are  no redemption or sinking fund provisions applicable to the
Common  Stock.  The  outstanding  shares  of  Common  Stock  are  fully paid and
nonassessable.

                                        4
<PAGE>
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, does not own
any  of  the  Company's  Common  Stock  or  any  other  equity  interest.

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.  On February 15, 2002, the Board of Directors of the
Company, in accordance with the Bylaws of the Company and applicable sections of
the  Nevada  Revised Statutes, unanimously approved an Indemnification Agreement
between  the  Company  and  each  of  its  directors.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.     EXHIBITS

     3.1(1)  Certificate of Incorporation, as amended, of E-Rex, Inc.

     3.2(1)  By-laws of the Registrant

     5.1     Opinion of The Lebrecht Group, APLC

     10.1    E-Rex, Inc. 2002 Non-Qualified Stock Grant and Option Plan

     10.2    Form of Stock Option Agreement

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

     23.2    Consent  of  Parks, Tschopp, Whitcomb & Orr P.A., Certified  Public
Accountants.
___________________
(1)     Incorporated  by  reference  from Registrant's Registration Statement on
Form  10-SB  filed  on  September  13,  1999.

                                        5
<PAGE>
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  Securi-
ties 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

                                        6
<PAGE>

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.

                                        7
<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 6, 2002.


                                             E-Rex, Inc.

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



     Pursuant  to  the  requirements  of the Securities Act of 1933, this regis-
tration 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



                                        Director
/s/  Joseph Pacheco
-------------------------
Joseph Pacheco

                                        8
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14154}]
{"company-data": {"conformed-name": "E REX INC", "cik": "0001093159", "assigned-sic": "7372", "irs-number": "880292890", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97789", "film-number": "02722076"}, "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 7, 2002

                                                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)
                              ____________________

                 2002 Non-Qualified Stock Grant and Option Plan
                            (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
CALCULATION  OF  REGISTRATION  FEE
CALCULATION  OF  REGISTRATION  FEE
Title of Securities. .  Amount to be    Proposed Maximum            Proposed Maximum           Amount of
to be Registered . . .  Registered      Offering Price per Share    Aggregate Offering Price   Registration Fee
----------------------  --------------  --------------------------  -------------------------  -----------------

Common Stock,
par value $0.001 . . .  13,500,000 (2)  $                 0.01 (1)  $                 135,000  $           12.42
----------------------  --------------  --------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE  13,500,000                                  $                 135,000  $           12.42
(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration fee pursuant to Rule 457(c) based on the average of the closing bid
and  ask  price  as  reported  by  the NASDAQ Over-The-Counter Bulletin Board on
August  5,  2002.

(2)     The  securities  to  be  registered  represent  shares  of  Common Stock
reserved  for  issuance under the E-Rex, Inc. 2002 Non-Qualified Stock Grant and
Option  Plan  (the "Plan").  Pursuant to Rule 416, shares of Common Stock of the
Company  issuable  pursuant  to  the exercise of awards granted or to be granted
under  the  Plan  in  order  to prevent dilution resulting from any future stock
split,  stock  dividend,  or  similar  transaction,  are  also  being registered
hereunder.

                                        2
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.*

ITEM  2.     REGISTRANT  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     Information  required  by  Part  I  to  be  contained in the Section 10(a)
Prospectus  is  omitted  from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note  to  Part  I  of  Form  S-8.

                                        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  July 12, 2002 on Form 10-KSB/A
filed  with  the  Commission  on  July  16,  2002.

(ii)     The  Registrant's  Quarterly  Report  Dated May 13, 2002 on Form 10-QSB
filed  with  the  Commission  on  May  15,  2002.

(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.

     The  Company's  authorized capital stock consists of  100,000,000 shares of
Common  Stock,  par  value  $0.001.

     The holders of Common Stock are entitled to one vote for each share held of
record on all matters on which the holders of Common Stock are entitled to vote.
Cumulative  voting  is  not  permitted  in  any  election  of  directors.

     The  holders  of  Common  Stock are entitled to receive, ratably, dividends
when,  as  and  if  declared  by  the  Board  of  Directors out of funds legally
available  therefore.  The current policy of the Board of Directors, however, is
to  retain  earnings,  if  any, for the operation and expansion of the Company's
business.

     Upon liquidation, dissolution, or winding up of the Company, the holders of
Common  Stock  are  entitled  to  share  ratably  in all assets that are legally
available  for  distribution,  after  payment  of or provision for all debts and
liabilities  and after provision is made for each class of stock, if any, having
preference  over  the  Common  Stock.

     The holders of Common Stock do not have  preemptive,  subscription, redemp-
tion  or  conversion  rights  under  the Company's Articles of Incorporation, as
amended.  There  are  no redemption or sinking fund provisions applicable to the
Common  Stock.  The  outstanding  shares  of  Common  Stock  are  fully paid and
nonassessable.

                                        4
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, does not own
any  of  the  Company's  Common  Stock  or  any  other  equity  interest.

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.  On February 15, 2002, the Board of Directors of the
Company, in accordance with the Bylaws of the Company and applicable sections of
the  Nevada  Revised Statutes, unanimously approved an Indemnification Agreement
between  the  Company  and  each  of  its  directors.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.     EXHIBITS

     3.1(1)  Certificate of Incorporation, as amended, of E-Rex, Inc.

     3.2(1)  By-laws of the Registrant

     5.1     Opinion of The Lebrecht Group, APLC

     10.1    E-Rex, Inc. 2002 Non-Qualified Stock Grant and Option Plan

     10.2    Form of Stock Option Agreement

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

     23.2    Consent  of  Parks, Tschopp, Whitcomb & Orr P.A., Certified  Public
Accountants.
___________________
(1)     Incorporated  by  reference  from Registrant's Registration Statement on
Form  10-SB  filed  on  September  13,  1999.

                                        5
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  Securi-
ties 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

                                        6
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.

                                        7
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 6, 2002.

                                             E-Rex, Inc.

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

     Pursuant  to  the  requirements  of the Securities Act of 1933, this regis-
tration 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

                                        Director
/s/  Joseph Pacheco
-------------------------
Joseph Pacheco

                                        8