Cnex Form SB-2 Dated 9-19-03 JJL Subscription

SUBSCRIPTION AGREEMENT


ISSUER:


Centrex Inc.


The undersigned subscriber ("Subscriber") hereby subscribes to and agrees to purchase 100,000 Shares of Centrex Inc. Preferred Convertible Stock at $0.50 per share for a total of $50,000. The Subscriber is further purchasing 400,000 restricted shares of Emergency Filtration Products at a price of $0.119 per share for a total of $47,354.04.


1. Class of Stock. The subscriber is purchasing Preferred Convertible Shares
of Centrex Inc. The 100,000 Shares issued above are the only issued and
outstanding preferred shares of Centrex. These shares are to convert into
15% of Centrex Common Stock on a fully diluted basis as of January 1, 2004.


2. Conversion Rights.


2.1 General:
The subscriber shall have the right to convert these preferred shares on
January 1, 2004 and such right may be accelerated under certain conditions.
The subscriber must convert all shares at one time. The conversion of all
shares of preferred stock shall equal 15% of the issued and outstanding
Common Stock on a fully diluted basis after allowing for the exercise of
all derivatives that exist at the time of conversion. The Conversion will
be subject to the fulfillment of the contingencies set forth below


|X| Continued support of the Company through at least April 2003.
|X| Completion of a revised Centrex Company Overview presentation for
presentation to investors
|X| Completion of a preliminary Operating Plan financial model to support
activites with investors


2.2 Conversion Acceleration:
Conversion of preferred shares to common shares will take place on January
1, 2004, however, Subscriber has the right to accelerate such conversion
prior to January 1, 2004 if any one of the following conditions are met or
occur:


|X| The Company experiences a Change Of Control of more than 20% voting
control exluding capital raised intentionally by bankers retained by
the Company to do so.
|X| Removal of Thomas Coughlin from either the CEO or Centrex Board for
any reason.
|X| The appointment of any new Centrex Board members.
|X| The official appointment of Jack J. Luchese as CEO or Centrex
|X| A cumulative capital raise of $2 million in cash from Effective Date.
|X| Any tender offer or takeover over received in writing or publicly
announced.
|X| The partnering of any of the technology to a third party.
|X| Any key vote by shareholders that require majority approval.


3. Transfer of Preferred Shares. These Preferred shares shall be delivered to
the Subscriber within five working days of the Subscriber's written demand.


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4. Common Stock Option. Due to time restraints the parties are unable to
ascertain the tax ramifications of the sale of the Preferred Shares.
Therefore, if the sale of the Preferred Shares has an unintened taxable
consequence the Subscriber shall have the right to purchase restricted
shares of Centrex Common Stock at a per share price equal to the lowest
private placement sale of the 2003 calander year.


5. Anti-Dilution. It is the intent of the parties that the Subscriber own
fifteen percent of the Common Stock of the Company on a fully diluted basis
after all additional issuances between now and January 1, 2004.


6. Voting Rights. The Preferred shares shall have identical voting rights to
the Common Stock. One share of Preferred shall equal one share of Common
Stock.


7. Employment Agreement. This Subscription Agreement shall be subject to the
terms and conditions of the Amended Employment Agreement dated March 25,
2003 and the fee waiver dated March 25, 2003. The Amended Employment
Agreement is attached and made apart hereof as exhibit "B", The Fee Waiver
Agreement is attached and made apart hereof as exhibit "C".


8. Additional Risk Factors. The Risk Factors for Centrex include its auditor's
doubt that it can continue as a going concern. Other risk factors related
to Centrex Common Stock are set forth in its most recent SB-2 filing dated
December 9, 2002. Additional risks since then include:


Overall Company:


|X| Centrex is currently two months in arrears in payment of a research
contract for its only significant asset which is the license with Los
Alamos. A slowdown or, even worse, the termination of the license
would eliminate the only tangible asset of the Company.
|X| The Company has no cash and cannot sustain itself without additional
funding. It is behind in payments with a number of vendors and may
suffer from the shut down of some services as a result of non-payment.


The Preferred shares have the following additional risks.


|X| There is no market for the Preferred Shares
|X| The Preferred Shares are not registered under the Securities Exchange
Act of 1934
|X| That it is likely that you will be unable to resell the Preferred
Shares
|X| That the conversion of the Preferred Shares into Common Stock is
dependent upon several contingencies. Thus you may never be able to
convert these shares into Common Stock.
|X| The sole value of the Preferred Shares is based upon their conversion
to Common Stock.
|X| That if you are unable to convert the shares of Preferred Stock you
will lose your entire investment.
|X| Even if ...