from S-8 POS
1 page
Second Amendment to E-Rex, Inc. 2002 Non-Qualified Stock Grant and Option Plan This Second Amendment to E-Rex, Inc. 2002 Non-Qualified Stock Grant and Option Plan (The "Amendment") Is Executed Effective This 25th Day of October 2002. Recitals Whereas, E-Rex, Inc., a Nevada Corporation (The "Company") Executed the E-Rex, Inc. 2002 Non-Qualified Stock Grant and Option Plan Effective August 5, 2002 (The "Plan"); Whereas, the Plan Provided for Up to 13,500,000 Shares of the Company's Common Stock to Be Issued Pursuant to the Terms of the Plan; Whereas, the Company Executed the First Amendment to the Plan Effective September 24, 2002 Increasing the Number of Shares of the Company's Common Stock to Be Issued Pursuant to the Plan From 13,500,000 to 33,500,000; Whereas, Section 7 of the Plan Provides That the Board of Directors May Revise or Amend the Plan at Any Time; Whereas, on the Date Hereof, the Board of Directors of the Company Approved This Amendment to the Plan. Now, Therefore, the Plan Is Hereby Amended as Follows: 1. Section 4 of the Plan Is Restated in Its Entirety to Read as Follows: "4. Identification of Stock: The Stock Subject to Grant and the Options Shall Be Shares of the Corporation's Authorized but Unissued or Acquired or Reacquired Common Stock, Par Value $0.001 (The "Stock"). the Aggregate Number of Shares Subject to Grant and Outstanding Options Shall Not Exceed 48,500,000 Shares of Stock (Subject to Adjustment as Provided in Section 5.6). if Any Option Granted Hereunder Shall Expire or Terminate for Any Reason Without Having Been Exercised in Full, the Unpurchased Shares Subject Thereto Shall Again Be Available for Purposes of This Plan." as Adopted by the Board of Directors on October 25, 2002. E-Rex, Inc., a Nevada Corporation /S/ Carl Dilley By: Carl Dilley Its: President <page>
