U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            AVERY SPORTS TURF, INC.
            (Exact Name of Registrant as Specified in its Charter)

         Delaware                                          52-2171803
  (State of Incorporation)                       (I.R.S. Employer ID No.)

    7550 24th Avenue South, Suite 168, Minneapolis, Minnesota     55450
              (Address of principal executive offices)

           Non-Employee Directors and Consultants Retainer Stock Plan
                               Stock Incentive Plan
                             (Full title of the plans)

                             Gary L. Borglund, President
                               Avery Sports Turf, Inc.
                           7550 24th Avenue South, Suite 168
                              Minneapolis, Minnesota 55450
                               (612) 746-4025, ext. 29
           (Name, address, and telephone number of agent for service)

With a copy to:

                      Brian F. Faulkner, A Professional Law Corporation,
                               27127 Calle Arroyo, Suite 1923,
                             San Juan Capistrano, California 92675
                                        (949) 240-1361

                               CALCULATION OF REGISTRATION FEE

Title of         Amount to be     Proposed      Proposed       Amount of
Securities       Registered       Maximum       Aggregate      Registration
to be                             Offering      Offering          Fee
Registered                        Price          Price

Common Stock     30,000,000       $0.001 (1)    $30,000           $2.76
Common Stock     10,000,000       $0.03 (2)     $300,000          $27.60

(1)  This offering price per share is calculated under Rule 457(h)(1)
pursuant to the deemed issuance price as set forth in this plan (see
Exhibit 4.1 to this Form S-8).

(2)  This offering price per share is calculated under Rule 457(h)(1)
(reference to Rule 457(c)) as the exercise price of the options is not
known: average of the bid and ask prices as of August 18, 2003 (within 5
business days prior to the date of filing this registration statement).
See this plan, attached as Exhibit 4.2 to this Form S-8.

                                      PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

     See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The documents containing the information specified in Part I, Items
1 and 2 will be delivered to each of the participants in accordance with
Form S-8 and Rule 428 promulgated under the Securities Act of 1933.  The
participants shall be provided a written statement notifying them that
upon written or oral request they will be provided, without charge, (a)
the documents incorporated  by reference in Item 3 of Part II of the
registration statement, and (b) other documents required to be delivered
pursuant to Rule 428(b).  The statement will inform the participants
that these documents are incorporated by reference in the Section 10(a)
prospectus, and shall include the address (giving title or department)
and telephone number to which the request is to be directed.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     (1)  The following are hereby incorporated by reference:

     (a)  The Registrant's latest annual report on Form 10-KSB for the
fiscal year ended December 31, 2002, filed on August 4, 2003.

     (b)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered
by the financial statements contained in the Form 10-KSB referred
to in (a) above, which consist of a Form 8-K filed on February 19,
2003, a Form 8-K filed on April 28, 2003, an amended Form 8-K filed
on May 29, 2003, amended Form 10-KSB's (1999, 2000, and 2001 fiscal
years) filed on August 4, 2003, a Form 10-QSB (quarter ended March
2000) filed on August 4, 2003, Form 10-QSB's (quarters ended June
2000, September 2000, March 2001, June 2001, and September 2001)
filed on August 5, 2003, amended Form 10-QSB's  (quarters ended
March 2002, June 2002 and September 2002), a Form 10-QSB (quarter
ended March 31, 2003) filed on August 14, 2003, and a Form 10-QSB
(quarter ended June 30, 2003) filed on August 14, 2003.

     (2)  A description of the securities of the Registrant is contained in a
Form 10-SB filed on February 10, 2000.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14,  and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the
date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

     Other than as set forth below, no named expert or counsel was hired
on a contingent basis, will receive a direct or indirect interest in the
small business issuer, or was a promoter, underwriter, voting trustee,
director, officer, or employee of the Registrant.

     Brian F. Faulkner, A Professional Law Corporation, counsel for the
Registrant as giving an opinion on the validity of the securities being
registered, will be receiving 2,500,000 shares of common stock of the
Registrant.  These shares will be paid pursuant to the Registrant's Non-
Employee Directors and Consultants Retainer Stock Plan under this Form
S-8  in exchange for legal services previously rendered, or to be
rendered, under an attorney-client contract.  These legal services
consist of advice and preparation work in connection with reports of the
Registrant under the Securities Exchange Act of 1934, and other general
corporate and securities work for the company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Limitation of Liability.

(a)  Articles of Incorporation and Bylaws.

     The Registrant's articles of incorporation provide the following
with regard to liability:

     "5. No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,
(ii) the acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit."

(b)  Delaware General Corporation Law.

     "Section 325. Actions against officers, directors or stockholders to
enforce liability of corporation; unsatisfied judgment against corporation.

     (a) When the officers, directors or stockholders of any corporation
shall be liable by the provisions of this chapter to pay the debts of
the corporation, or any part thereof, any person to whom they are liable
may have an action, at law or in equity, against any 1 or more of them,
and the complaint shall state the claim against the corporation, and the
ground on which the plaintiff expects to charge the defendants personally.

     (b) No suit shall be brought against any officer, director or
stockholder for any debt of a corporation of which such person is an
officer, director or stockholder, until judgment be obtained therefor
against the corporation and execution thereon returned unsatisfied."

Indemnification.

(a)  Articles of Incorporation and Bylaws.

     There are no provisions in the articles of incorporation or bylaws
of the Registrant with respect to indemnification.

(b)  Delaware General Corporation Law.

     "Section 145. Indemnification of officers, directors, employees and
agents; insurance.

     (a) A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe the person's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the person's conduct was unlawful.

     (b) A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made, with respect to a person
who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit
or proceeding, even though less than a quorum, or (2) by a committee of
such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written
opinion, or (4) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding such office.

     (g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this section.

     (h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

     (i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably
believed to be in the interest of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

     (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a corporation's
obligation to advance expenses (including attorneys' fees)."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

     The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

     (a)  (1) To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:
            (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;

          (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) 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.

     (e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by Article
3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information

     (h) That 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 Act and will be governed by the final adjudication of
such issue.

                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it
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 authorize, in the City of Minneapolis, State
of Minnesota, on August 18, 2003.

                                       Avery Sports Turf, Inc.


                                       By: /s/  Gary Borglund
                                       Gary Borglund, President

                             Special Power of Attorney

     The undersigned constitute and appoint Gary Borglund their true and
lawful attorney-in-fact and agent with full power of substitution, for
him and in his name, place, and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments, to
this Form  S-8 Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting such attorney-in-fact
the full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     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 date indicated:


Signature                    Title                       Date

/s/  Gary Borglund       President/Director             August 18, 2003
Gary Borglund

/s/  Richard Dunning     Director                       August 18, 2003
Richard Dunning

                              EXHIBIT INDEX

Number                         Description

4.1     Non-Employee Directors and Consultants Retainer Stock Plan,
        dated August 5, 2003 (see below).

4.2     Stock Incentive Plan, dated August 5, 2003 (see below).

5       Opinion Re: Legality (see below).

23.1    Consent of Accountant (see below).

23.3    Consent of Counsel (see below).

24      Special Power of Attorney (see signature page).
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{"company-data": {"conformed-name": "AVERY SPORTS TURF INC", "cik": "0001083638", "assigned-sic": "1700", "irs-number": "522171803", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108090", "film-number": "03856694"}, "business-address": {"street1": "377 ROUTE 17 SOUTH", "city": "SOUTH HASBROUCK HGTS", "state": "NJ", "zip": "07604", "phone": "2014620031"}, "former-company": {"former-conformed-name": "IN SPORTS INTERNATIONAL INC", "date-changed": "20000105"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            AVERY SPORTS TURF, INC.
            (Exact Name of Registrant as Specified in its Charter)

         Delaware                                          52-2171803
  (State of Incorporation)                       (I.R.S. Employer ID No.)

    7550 24th Avenue South, Suite 168, Minneapolis, Minnesota     55450
              (Address of principal executive offices)

           Non-Employee Directors and Consultants Retainer Stock Plan
                               Stock Incentive Plan
                             (Full title of the plans)

                             Gary L. Borglund, President
                               Avery Sports Turf, Inc.
                           7550 24th Avenue South, Suite 168
                              Minneapolis, Minnesota 55450
                               (612) 746-4025, ext. 29
           (Name, address, and telephone number of agent for service)

With a copy to:

                      Brian F. Faulkner, A Professional Law Corporation,
                               27127 Calle Arroyo, Suite 1923,
                             San Juan Capistrano, California 92675
                                        (949) 240-1361

                               CALCULATION OF REGISTRATION FEE

Title of         Amount to be     Proposed      Proposed       Amount of
Securities       Registered       Maximum       Aggregate      Registration
to be                             Offering      Offering          Fee
Registered                        Price          Price

Common Stock     30,000,000       $0.001 (1)    $30,000           $2.76
Common Stock     10,000,000       $0.03 (2)     $300,000          $27.60

(1)  This offering price per share is calculated under Rule 457(h)(1)
pursuant to the deemed issuance price as set forth in this plan (see
Exhibit 4.1 to this Form S-8).

(2)  This offering price per share is calculated under Rule 457(h)(1)
(reference to Rule 457(c)) as the exercise price of the options is not
known: average of the bid and ask prices as of August 18, 2003 (within 5
business days prior to the date of filing this registration statement).
See this plan, attached as Exhibit 4.2 to this Form S-8.

                                      PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

     See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The documents containing the information specified in Part I, Items
1 and 2 will be delivered to each of the participants in accordance with
Form S-8 and Rule 428 promulgated under the Securities Act of 1933.  The
participants shall be provided a written statement notifying them that
upon written or oral request they will be provided, without charge, (a)
the documents incorporated  by reference in Item 3 of Part II of the
registration statement, and (b) other documents required to be delivered
pursuant to Rule 428(b).  The statement will inform the participants
that these documents are incorporated by reference in the Section 10(a)
prospectus, and shall include the address (giving title or department)
and telephone number to which the request is to be directed.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     (1)  The following are hereby incorporated by reference:

     (a)  The Registrant's latest annual report on Form 10-KSB for the
fiscal year ended December 31, 2002, filed on August 4, 2003.

     (b)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered
by the financial statements contained in the Form 10-KSB referred
to in (a) above, which consist of a Form 8-K filed on February 19,
2003, a Form 8-K filed on April 28, 2003, an amended Form 8-K filed
on May 29, 2003, amended Form 10-KSB's (1999, 2000, and 2001 fiscal
years) filed on August 4, 2003, a Form 10-QSB (quarter ended March
2000) filed on August 4, 2003, Form 10-QSB's (quarters ended June
2000, September 2000, March 2001, June 2001, and September 2001)
filed on August 5, 2003, amended Form 10-QSB's  (quarters ended
March 2002, June 2002 and September 2002), a Form 10-QSB (quarter
ended March 31, 2003) filed on August 14, 2003, and a Form 10-QSB
(quarter ended June 30, 2003) filed on August 14, 2003.

     (2)  A description of the securities of the Registrant is contained in a
Form 10-SB filed on February 10, 2000.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14,  and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the
date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

     Other than as set forth below, no named expert or counsel was hired
on a contingent basis, will receive a direct or indirect interest in the
small business issuer, or was a promoter, underwriter, voting trustee,
director, officer, or employee of the Registrant.

     Brian F. Faulkner, A Professional Law Corporation, counsel for the
Registrant as giving an opinion on the validity of the securities being
registered, will be receiving 2,500,000 shares of common stock of the
Registrant.  These shares will be paid pursuant to the Registrant's Non-
Employee Directors and Consultants Retainer Stock Plan under this Form
S-8  in exchange for legal services previously rendered, or to be
rendered, under an attorney-client contract.  These legal services
consist of advice and preparation work in connection with reports of the
Registrant under the Securities Exchange Act of 1934, and other general
corporate and securities work for the company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Limitation of Liability.

(a)  Articles of Incorporation and Bylaws.

     The Registrant's articles of incorporation provide the following
with regard to liability:

     "5. No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,
(ii) the acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit."

(b)  Delaware General Corporation Law.

     "Section 325. Actions against officers, directors or stockholders to
enforce liability of corporation; unsatisfied judgment against corporation.

     (a) When the officers, directors or stockholders of any corporation
shall be liable by the provisions of this chapter to pay the debts of
the corporation, or any part thereof, any person to whom they are liable
may have an action, at law or in equity, against any 1 or more of them,
and the complaint shall state the claim against the corporation, and the
ground on which the plaintiff expects to charge the defendants personally.

     (b) No suit shall be brought against any officer, director or
stockholder for any debt of a corporation of which such person is an
officer, director or stockholder, until judgment be obtained therefor
against the corporation and execution thereon returned unsatisfied."

Indemnification.

(a)  Articles of Incorporation and Bylaws.

     There are no provisions in the articles of incorporation or bylaws
of the Registrant with respect to indemnification.

(b)  Delaware General Corporation Law.

     "Section 145. Indemnification of officers, directors, employees and
agents; insurance.

     (a) A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe the person's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the person's conduct was unlawful.

     (b) A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made, with respect to a person
who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit
or proceeding, even though less than a quorum, or (2) by a committee of
such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written
opinion, or (4) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding such office.

     (g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this section.

     (h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

     (i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably
believed to be in the interest of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

     (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a corporation's
obligation to advance expenses (including attorneys' fees)."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

     The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

     (a)  (1) To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:
            (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;

          (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) 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.

     (e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by Article
3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information

     (h) That 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 Act and will be governed by the final adjudication of
such issue.

                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it
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 authorize, in the City of Minneapolis, State
of Minnesota, on August 18, 2003.

                                       Avery Sports Turf, Inc.

                                       By: /s/  Gary Borglund
                                       Gary Borglund, President

                             Special Power of Attorney

     The undersigned constitute and appoint Gary Borglund their true and
lawful attorney-in-fact and agent with full power of substitution, for
him and in his name, place, and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments, to
this Form  S-8 Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting such attorney-in-fact
the full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     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 date indicated:

Signature                    Title                       Date

/s/  Gary Borglund       President/Director             August 18, 2003
Gary Borglund

/s/  Richard Dunning     Director                       August 18, 2003
Richard Dunning

                              EXHIBIT INDEX

Number                         Description

4.1     Non-Employee Directors and Consultants Retainer Stock Plan,
        dated August 5, 2003 (see below).

4.2     Stock Incentive Plan, dated August 5, 2003 (see below).

5       Opinion Re: Legality (see below).

23.1    Consent of Accountant (see below).

23.3    Consent of Counsel (see below).

24      Special Power of Attorney (see signature page).