<HTML>
<HEAD>
<META NAME="Generator" CONTENT="Corel WordPerfect 8">
<TITLE></TITLE>
</HEAD>
<BODY TEXT="#000000" LINK="#0000ff" VLINK="#551a8b" ALINK="#ff0000" BGCOLOR="#c0c0c0">

<P><CENTER><STRONG>UNITED STATES</CENTER>
</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG><CENTER>SECURITIES AND EXCHANGE COMMISSION</CENTER>
</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>Washington, D.C. 20549</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><STRONG>FORM S-8</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER><FONT FACE="CG Times"><STRONG>AGRONIX, INC.</STRONG></FONT><FONT FACE="Times New Roman"><STRONG><U></CENTER>
	</U></STRONG></FONT></P>

<P><CENTER>(Exact name of Registrant as specified in its charter)</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Florida</FONT><FONT FACE="Times New Roman"></FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">0-15893</FONT><FONT FACE="Times New Roman"></FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">13-4025362</FONT><FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT FACE="Times New Roman">(State or other jurisdiction of
incorporation)</FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman">(Commission File
Number)</FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman">(IRS Employer Identification
Number)</FONT></TD></TR></TABLE>

<P><FONT FACE="Times New Roman"><CENTER> </CENTER>

<TABLE WIDTH="100%"></FONT>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">1666 West 75<SUP>th</SUP> Avenue</FONT></P>

<P><FONT FACE="Times New Roman">Vancouver, B.C., Canada</FONT><FONT FACE="Times New Roman"></FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman"></FONT></P>
<BR WP="BR1"><BR WP="BR2"><FONT FACE="Times New Roman">V6P 6G2</FONT><FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT FACE="Times New Roman">(Address of principal executive offices)</FONT></TD>
<TD ALIGN="CENTER"><FONT FACE="Times New Roman">(Zip Code)</FONT></TD></TR></TABLE>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER>STOCK COMPENSATION PROGRAM</CENTER>
</FONT></P>

<P><FONT FACE="Times New Roman"><CENTER>(Full title of Amended Plan)</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Brian Hauff</FONT></P>

<P><FONT FACE="Times New Roman">Agronix, Inc.</FONT></P>

<P><FONT FACE="Times New Roman">1666 West 75<SUP>th</SUP> Avenue</FONT><FONT FACE="CG Times"></FONT></P>

<P><FONT FACE="Times New Roman">Vancouver, B.C., Canada</FONT><FONT FACE="Times New Roman"> </FONT><FONT FACE="Times New Roman">V6P 6G2</FONT><FONT FACE="Times New Roman"></FONT></P>

<P><FONT FACE="Times New Roman">(Name and address of agent for service)</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">(604) 714-1606</FONT><FONT FACE="Times New Roman"></FONT></P>

<P><FONT FACE="Times New Roman">(Telephone number, including area code, of agent for service)</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Copy To:</FONT></P>

<P><FONT FACE="Times New Roman">Gary S. Joiner</FONT></P>

<P><FONT FACE="Times New Roman">Frascona Joiner Goodman and Greenstein, P.C.</FONT></P>

<P><FONT FACE="Times New Roman">4750 Table Mesa Drive</FONT></P>

<P><FONT FACE="Times New Roman">Boulder, CO 80305</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman">CALCULATION OF REGISTRATION FEE</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">Title of each class of
securities to be registered</FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">
<P ALIGN="RIGHT">Amount to be
registered <SUP>(1)</SUP> </FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">
<P ALIGN="RIGHT">Proposed maximum
offering price per
share <SUP>(2)</SUP>  </FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">
<P ALIGN="RIGHT">Proposed maximum
aggregate offeringprice</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">Common stock, no par value</FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">3,000,000 shares</FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">$1.00    </FONT></TD>
<TD ALIGN="RIGHT"><FONT FACE="Times New Roman">$3,000,000    </FONT></TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><SUP>(1)</SUP> In addition, pursuant to Rule 416(c) under the Securities Act of 1933 as amended (the
"Securities Act") , this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan(s) described herein.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><SUP>(2)</SUP>  Estimated pursuant to Rule 457 (h) (1) under the Securities Act, solely for the purpose of
calculating the registration fee, based on the price at which the options maybe exercised or the
shares were granted.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER>PART I</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ITEM 1.  PLAN INFORMATION.*</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.*</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">* The document(s) containing the information specified in Part I of Form S-8 will be sent or
given to participants as specified by Rule 428(b) (1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act"). Such
document(s) are not being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 2 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER>PART II</CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">The following documents previously or concurrently filed by the Company with the Commission
are hereby incorporated by reference into this Registration Statement:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <UL>
    <LI><FONT FACE="Times New Roman">The Companys Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001 (the "Annual Report") filed by the Company (SEC File No. </FONT><FONT FACE="Times New Roman">0-15893</FONT><FONT FACE="Times New Roman">) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), with the Commission on June 14, 2001.</FONT></LI>

<BR WP="BR1"><BR WP="BR2">  </UL>
</UL>

<P><FONT FACE="Times New Roman">			(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 Annual Report referred to in (a)
above.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			(c)	The description of the Companys Common Stock set forth under the caption
"Description of Securities" in its 10-SB Registration Statement filed with the
Commission on May 17, 2000, is hereby incorporated by reference.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">All of the above documents and documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 incorporated by
reference into this Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part hereof (the
"Prospectus") to the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by reference herein
or therein modifies or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">All documents incorporated by reference herein will be made available to all participants in the
Stock Compensation Program without charge, upon written or oral request. Other documents
required to be delivered to participants pursuant to Rule 428(b) (1) under the Securities Act of
1933 are also available without charge, upon written or oral request. All requests for documents
shall be directed to:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Agronix, Inc.</FONT></P>

<P><FONT FACE="Times New Roman">c/o Gary S. Joiner</FONT></P>

<P><FONT FACE="Times New Roman">Frascona Joiner Goodman and Greenstein, P.C.</FONT></P>

<P><FONT FACE="Times New Roman">4750 Table Mesa Drive</FONT></P>

<P><FONT FACE="Times New Roman">Boulder, Colorado</FONT></P>

<P><FONT FACE="Times New Roman">(303) 494-3000</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ITEM 4. 	DESCRIPTION OF SECURITIES.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		Not applicable.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ITEM 5. 	INTERESTS OF NAMED EXPERTS AND COUNSEL.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		Not applicable.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ITEM 6.	 INDEMNIFICATION OF DIRECTORS AND OFFICERS.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	The Company's Articles of Incorporation and Bylaws do not include provisions requiring
the Company to provide indemnification for officers, directors, and other persons.  However,
under the terms of the Florida Business Corporation Act, the Company has the power to
indemnify any person who is or was a party to any proceeding by reason of the fact that he or she
is or was serving as an officer, director, employee or agent of the Company.  The Company may
not provide such indemnification unless the person seeking it acted in good faith, and in a
manner he or she reasonably believed to be in, or not opposed to, the best interests of the
Company and, with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	At the present time, the Company does not have any officer-director liability insurance,
nor does it have indemnification agreements with any of its directors, officers, employees or
agents.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ITEM 7. 	EXEMPTION FROM REGISTRATION CLAIMED.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Not Applicable.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ITEM 8. 	EXHIBITS.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	See the Exhibit Index following the signature page in this Registration Statement, which
Exhibit Index is incorporated herein by reference.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ITEM 9. 	UNDERTAKINGS.</FONT></P>

<P><FONT FACE="Times New Roman">	</FONT></P>

<P><FONT FACE="Times New Roman">	(a) The undersigned Company hereby undertakes:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		(1) To file, during any period in which offers or sales are  being made, a post-effective amendment to this Registration Statement to: (i) include any prospectus required by
Section 10(a) (2) of the Securities Act; (ii) reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and (iii) 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 provisions (i) and (ii)
of this undertaking do not apply if 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 Company pursuant to the Exchange Act that are incorporated by reference
into the Registration Statement;</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		(2)  That, for the purpose of determining any liability under the Securities Act,
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; and</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		(3)  To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	(b) The Company hereby undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the Companys annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual
report pursuant to Section 15 (d) of the Exchange Act) 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.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	(c)  Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and, is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or controlling person
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 Company 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.</FONT></P>

<P><FONT FACE="Times New Roman"><STRONG>		</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><STRONG>SIGNATURES</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">The Registrant: Pursuant to the requirements of the Securities Act of 1933, the registrant 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 authorized.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="CG Times"><STRONG>AGRONIX, INC.</STRONG></FONT><FONT FACE="Times New Roman"><STRONG><U>	</U></STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">By: /S/ BRIAN HAUFF</FONT></P>

<P><FONT FACE="Times New Roman">Brian Hauff, President, Chief Executive Officer and Director</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">By:/S/ PETER BARNETT</FONT></P>

<P><FONT FACE="Times New Roman">Peter Barnett, Director</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">By:/S/ PETER DRUMMOND</FONT></P>

<P><FONT FACE="Times New Roman">Peter Drummond</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">By:/S/ HENRI  DINEL</FONT></P>

<P><FONT FACE="Times New Roman">Henri Dinel, Director</FONT><FONT FACE="Times New Roman"></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Date: May 30, 2002</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">AGRONIX, INC.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman">EXHIBIT INDEX TO</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman">FORM S-8 REGISTRATION STATEMENT</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"> </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">EXHIBIT NO.</FONT></TD>
<TD><FONT FACE="Times New Roman">DESCRIPTION</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">4.1</FONT></TD>
<TD><FONT FACE="Times New Roman">Stock Compensation Program</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">4.2</FONT></TD>
<TD><FONT FACE="Times New Roman">Incentive Stock Option Agreement</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">4.3</FONT></TD>
<TD><FONT FACE="Times New Roman">Nonqualified Stock Option Agreement</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">4.4</FONT></TD>
<TD><FONT FACE="Times New Roman">Restricted Shares Agreement</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">5.1</FONT></TD>
<TD><FONT FACE="Times New Roman">Opinion of Gary S. Joiner</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">23.1</FONT></TD>
<TD><FONT FACE="Times New Roman">Consent of </FONT><FONT FACE="CG Times">Grant Thornton, LLP</FONT><FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT FACE="Times New Roman">23.2</FONT></TD>
<TD><FONT FACE="Times New Roman">Consent of Gary S. Joiner</FONT></TD></TR></TABLE>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Exhibit 4.1</FONT></P>

<P><FONT FACE="Times New Roman"><CENTER></FONT><FONT FACE="Times New Roman" SIZE="+1"><STRONG>AGRONIX, INC.</STRONG></FONT><FONT FACE="Times New Roman"></CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER><STRONG><U>STOCK COMPENSATION PROGRAM</U></STRONG></FONT><FONT FACE="Times New Roman"></CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	</FONT></P>

<P><FONT FACE="Times New Roman">	<STRONG><EM>Purpose.</EM></STRONG></FONT><FONT FACE="Times New Roman">  This Stock Compensation Program (this "Program") is established by Agronix,
Inc. (the "Company").  The purposes of this Program are (a) to ensure the retention of the services
of existing executive personnel, key employees, and directors of the Company or its affiliates; (b)
to attract and retain competent new executive personnel, key employees, and directors; (c) to provide
incentive to all such personnel, employees and directors to devote their utmost effort and skill to the
advancement and betterment of the Company, by permitting them to participate in the ownership of
the Company and thereby in the success and increased value of the Company; and (d) to allow
vendors, service providers, consultants, business associates, strategic partners, and others with, or
that the Board of Directors anticipates will have, an important business relationship with the
Company or its affiliates, the opportunity to participate in the ownership of the Company and thereby
to have an interest in the success and increased value of the Company.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<STRONG><EM>Elements of the Program.</EM></STRONG></FONT><FONT FACE="Times New Roman">  In order to maintain flexibility in the award of stock benefits, the
Program constitutes a single "omnibus" plan, but is composed of three parts.  The first part is the
Qualified Incentive Stock Option Plan (the "ISO Plan") which provides grants of qualified incentive
stock options ("ISOs").  The second part is the Nonqualified Stock Option Plan ("NQSO Plan")
which provides grants of nonqualified stock options ("NQSOs").  The third part is the Restricted
Shares Plan ("Restricted Shares Plan") which provides grants of restricted shares of Company
common stock ("Restricted Shares").  The ISO Plan, the NQSO Plan and the Restricted Shares Plan
respectively comprise Plan I, Plan II and Plan III of the Program.  (The grant of ISOs, NQSOs, and
Restricted Shares shall herein be referred to as "Awards.")</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<STRONG><EM>Applicability of General Provisions.</EM></STRONG></FONT><FONT FACE="Times New Roman">  Unless any Plan specifically indicates to the contrary,
all Plans shall be subject to the General Provisions of the Stock Compensation Program set forth
below, and references to the Program could also mean reference to the Plans.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER><STRONG>GENERAL PROVISIONS OF THE STOCK COMPENSATION PROGRAM</STRONG></CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Article 1.	Administration</U>.  The Program shall be administered by a committee
("Committee") consisting of not less than two directors of the Company as designated by the Board
of Directors of the Company ("Board").  The Board may from time to time remove members from
the Committee, fill all vacancies in the Committee, however caused, and may select one of the
members of the Committee as its Chairman.  Any action of the Committee shall be taken by a
majority vote or the unanimous written consent of the Committee members.  The Committee shall
hold meetings at such times and places as it may determine, shall keep minutes of its meetings, and
shall adopt, amend, and revoke such rules and procedures as it may deem appropriate with respect
to the Program.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			Notwithstanding any other provision of the Program (and without limiting the
Committee's authority), in connection with any action concerning grants of Awards to or
transactions by "Insiders," the Committee may adopt such procedures as its deems necessary or
desirable to assure the availability of exemptions from Section 16 of the Securities Exchange Act
of 1934 afforded by Rule 16b-3 thereunder or any successor rule.  Without limiting the foregoing,
in connection with approval of any transaction by an "Insider" involving a grant, award or other
acquisition from the Company, or involving the disposition to the Company of the Company's equity
securities, the Committee may delegate its approval authority to a subcommittee thereof comprised
of two or more "Non-Employee Directors" (as defined in Rule 16b-3), or take action by the
affirmative vote of two or more Non-Employee Directors (with all other members of the Committee
abstaining or recusing themselves from participating in the matter), or refer the matter to the full
Board of Directors for action.  For this purpose, an "Insider" shall mean an individual who is, on the
relevant date, a specifically identified officer, director, or 10% beneficial owner of the Company, as
defined under Section 16 of the Securities Exchange Act of 1934.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Article 2.	Authority of Committee</U>.  Subject to the other provisions of this Program, and
with a view to effecting its purpose, the Committee shall have the sole authority, in its absolute
discretion: (a) to construe and interpret the Program; (b) to define the terms used herein; (c) to
determine, to the extent not provided by the Program or the relevant Plan, the terms and conditions
of Options and Restricted Shares granted pursuant to the terms of the Program; and (d) to make all
other determinations necessary or advisable for the administration of the Program and to do all things
necessary or desirable for the administration of the Program.  All decisions, determinations, and
interpretations made by the Committee shall be binding and conclusive on all affected individuals
having an interest in the Program and on their legal representatives, heirs and beneficiaries.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Article 3.	Maximum Number of Shares Subject to the Program</U>.  The shares of common
stock which may be issued under the Program shall be the authorized and unissued, $0.001 par value
common stock of the Company (the "Common Stock").  The maximum aggregate number of shares
of Common Stock which may be issued under the Program shall be 3,000,000 shares.  No individual
may be granted Awards during any one fiscal year for the amount of more than 100,000 shares of
Common Stock. The shares of Common Stock to be issued upon exercise of an Option or issued as
Restricted Shares may be authorized but unissued shares or shares reacquired by the Company.  If
any of the Options granted under the Program expire or terminate for any reason before they have
been exercised in full, the unpurchased shares subject to those expired or terminated Options shall
cease to reduce the number of shares available for purposes of the Program.  If the conditions
associated with the grant of Restricted Shares are not achieved within the period specified for
satisfaction of the applicable conditions, or if the Restricted Shares grant terminates for any reason
before the date on which the conditions must be satisfied, the shares of Common Stock associated
with such Restricted Shares shall cease to reduce the number of shares available for purposes of the
Program.  The proceeds received by the Company from the sale of its Common Stock pursuant to
the exercise of Options or transfer of Restricted Shares under the Program, if in the form of cash,
shall be added to the Company's general funds and used for general corporate purposes.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Article 4.	Eligibility and Participation</U>.  Officers, employees, directors (whether
employee directors or nonemployee directors), and independent contractors or agents of the
Company or its subsidiaries ("Subsidiaries") who are responsible for or contribute to the
management, growth, or profitability of the business of the Company or its Subsidiaries shall be
eligible to participate in the Program to the extent designated by the Committee in its sole and
complete discretion ("Participants").  However, ISOs may be granted under the ISO Plan only to a
person who is an employee of the Company or its Subsidiaries.  The grant of ISOs and NQSOs to
a Participant shall be the grant of separate options and each ISO and each NQSO shall be specifically
designated as such in accordance with applicable provisions of the Treasury regulations.  A person
may be granted multiple Awards under the Program.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			For purposes of this Program, the term "Subsidiary" shall mean any
corporation (other than the Company) in an unbroken chain of corporations beginning with the
Company, if each of the corporations other than the last corporation in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.  A corporation that attains the status of a Subsidiary on a date
after the adoption of the Program shall be considered a Subsidiary commencing as of such date.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Article 5.	Effective Date and Term of Program</U>.  The Program shall become effective
upon its adoption by the Board of Directors of the Company subject to approval of the Program by
a majority of the stockholders of the Company voting in person or by proxy at a meeting of the
stockholders or by unanimous written consent, which approval must be obtained within 12 months
following adoption of the Program by the Board of Directors.  However, Options and Restricted
Shares may be granted under this Program prior to obtaining stockholder approval of the Program,
but any such Options or Restricted Shares shall be contingent upon such stockholder approval being
obtained and may not be exercised prior to such approval.  The Program shall continue in effect for
a term of 10 years unless sooner terminated under Article 7 of these General Provisions.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Article 6.	Adjustments</U>.  If the then outstanding shares of Common Stock are increased,
decreased, changed or exchanged for a different number or kind of shares or securities through
merger, consolidation, combination, exchange of shares, other reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, then an appropriate and
proportionate adjustment shall be made in the maximum number and kind of shares or securities as
to which Options and Restricted Shares may be granted under this Program.  A corresponding
adjustment changing the number and kind of shares or securities allocated to unexercised Options,
Restricted Shares, or portions thereof, which shall have been granted prior to any such change, shall
likewise be made.  Any such adjustment in outstanding Options shall be made without change in the
aggregate purchase price applicable to the unexercised portion of the Option, but with a
corresponding adjustment in the price for each share or other unit of any security covered by the
Option.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Article 7.	Termination and Amendment of the Program</U>.  The Program shall terminate
at the end of the term of the Program as described in Article 5.  No Options or Restricted Shares shall
be granted under the Program after the effective date of such termination.  	Further, subject to the
limitation contained in Article 8 of these General Provisions, the Board of Directors may, at any time
and without further approval of the Company's stockholders, terminate or suspend the Program or
amend or revise its terms, including the form and substance of the Option and Restricted Share
agreements used for the administration of the Program.  However, unless the approval by the
stockholders of the Company representing a majority of the voting power (as contained in Article
5 of these General Provisions) is obtained, no amendment or revision shall (a) increase the maximum
aggregate number of shares that may be sold or distributed pursuant to Options or Restricted Shares
granted under this Program, except as permitted under Article 6 of these General Provisions; (b)
change the minimum purchase price for shares under Section 4 of the ISO Plan and the NQSO Plan;
(c) increase the maximum term established under a Plan for any Option or Restricted Shares; (d)
permit the granting of an Option or Restricted Share to anyone other than as provided in Article 4
of these General Provisions; or (e) change the term of the Program as described in Article 5 of these
General Provisions.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Article 8.	Prior Rights and Obligations</U>.  No termination, suspension, or amendment of
the Program shall, without the consent of the Participant who has received an Option or Restricted
Share, alter or impair any of that person's rights or obligations under the Option or Restricted Share
grant under the Program prior to that termination, suspension, or amendment without the written
consent of the Participant.  The Committee may modify, extend, or renew outstanding Options or
Restricted Shares and authorize the grant of new Options or Restricted Shares in substitution
therefor, provided that any action may not, without the written consent of a Participant, impair any
of such Participant's rights under any Option or Restricted Share.  Any outstanding ISO that is
modified, extended, renewed, or otherwise altered will be treated in accordance with Section 424(h)
of the Internal Revenue Code of 1986, as amended (the "Code").</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Article 9.	Privileges of Stock Ownership</U>.  Notwithstanding the exercise of any Option
granted pursuant to the terms of this Program or the achievement of any conditions specified in any
Restricted Share grant pursuant to the terms of this Program, no Participant shall have any of the
rights or privileges of a stockholder of the company with respect to any shares of Common Stock
issuable upon the exercise of his or her Option or the satisfaction of his or her Restricted Share
conditions until certificates representing the shares have been issued and delivered.  No shares shall
be required to be issued and delivered upon exercise of any Option or satisfaction of any conditions
with respect to a Restricted Share unless and until all of the requirements of law and of all regulatory
agencies having jurisdiction over the issuance and delivery of the securities shall have been fully
complied with.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Article 10.	Reservation of Shares of Common Stock</U>.  The Company, during the term of
this Program, shall at all times reserve and keep available such number of shares of its Common
Stock as shall be sufficient to satisfy the requirements of the Program.  In addition, the Company
shall from time to time, as is necessary to accomplish the purposes of this Program, seek or obtain
from any regulatory agency having jurisdiction any requisite authority in order to issue and sell
shares of Common Stock hereunder.  The inability of the Company to obtain from any regulatory
agency the authority deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Common Stock hereunder shall relieve the Company of any liability in respect of the
failure to issue or sell the stock for which the requisite authority was not obtained.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Article 11.	Tax Withholding</U>.  The exercise of any Option or delivery of any Restricted
Share granted under this Program is subject to the condition that if at any time the Company shall
determine, in its discretion, that the satisfaction of withholding tax or other withholding liabilities
under any state or federal law is necessary or desirable as a condition to, or in connection with, such
exercise or the delivery or purchase of shares, then in such event, the exercise of the Option or
Restricted Share shall not be effective unless such withholding shall have been effected or obtained
in a manner acceptable to the Company.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Article 12.	Compliance with Securities Laws</U>.  Shares of Common Stock shall not be
issued with respect to any Option or Restricted Share under the Program unless the issuance and
delivery of those shares shall comply will all relevant provisions of state and federal law including,
without limitation, the Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the Company with respect to such
compliance.  The Committee may also require an individual to furnish evidence satisfactory to the
Company, including a written and signed representation letter and consent to be bound by any
transfer restriction imposed by law, legend, condition, or otherwise, that the shares are being
purchased only for investment and without any present intention to sell or distribute the shares in
violation of any state or federal law, rule or regulation.  Further, an individual shall consent to the
imposition of a legend on the shares of Common Stock relating to his or her Option or Restricted
Share restricting their transferability as required by law or by this Article 12.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			Notwithstanding any other provision set forth in the Program, if required by
the then current Section 16 of the Securities Exchange Act of 1934, any "derivative security" or
"equity security" offered pursuant to the Program to any Insider may not be sold or transferred for
at least six months after the date of grant of such Award.  The terms "equity security" and "derivative
security" shall have the meanings ascribed to them in the then current Rule 16(a) under the Securities
Exchange Act of 1934.  </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Article 13.	Corporate Transactions</U>.  In the event of (a) a dissolution or liquidation of the
Company, (b) merger or consolidation in which the Company is not the surviving corporation (other
than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no substantial change in the
stockholders of the company or their relative stock holdings and the Awards granted under this Plan
are assumed, converted, or replaced by the successor corporation, which assumption is binding on
all Participants), (c) merger in which the Company is the surviving corporation but after which the
stockholders of the Company immediately prior to such merger (other than any stockholder that
merges, or which owns or controls another corporation that merges with the Company in such
merger) cease to own their shares or other equity interest in the Company, (d) the sale of
substantially all of the assets of the Company, or (e) the acquisition, sale, or transfer of more than
50% of the outstanding shares of the Company by tender offer or similar transaction, then any or all
outstanding Awards may be assumed, converted or replaced by the successor corporation (if any),
which assumption, conversion, or replacement shall be binding on all Participants.  In the alternative,
the successor corporation may substitute equivalent Awards or provide substantially similar
consideration to Participants as was provided to stockholders (after taking into account the existing
provisions of the Awards).  The successor corporation may also issue, in place of outstanding shares
of the Company held by the Participant, substantially similar shares or other property subject to
repurchase restrictions no less favorable to the Participant.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		In the event such successor corporation (if any) refuses to assume or substitute
Awards as provided above pursuant to a transaction described in this Article 13, such Awards shall
expire on such transaction at such time and on such conditions as the Committee may determine in
its sole and complete discretion.  In any case, notwithstanding anything in this Program to the
contrary, the Committee may, in its sole and complete discretion, provide that the vesting (that is,
full exercisability in the case of Options, and full nonforfeitability and elimination of all conditions
to full ownership in the case of Restricted Shares) shall accelerate into full vesting upon a transaction
described in this Article 13.  If the Committee exercises such discretion with respect to an Award,
such full vesting shall occur prior to the consummation of such event at such time and on such
conditions as the Committee determines.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		Without limiting the foregoing, if the Company or any Subsidiary is a party to a
merger, consolidation, reorganization, share exchange, acquisition of stock or assets, or similar
transaction, the Committee may grant Awards hereunder in connection with the assumption,
substitution, or conversion by the Company or its subsidiaries of similar stock compensation awards
that have been issued by another party to such transaction, and the Board may amend the Plan, or
adopt supplements to the Plan, in such manner as it deems appropriate to provide for such
assumption, substitution, or conversion, all without further action by the Company's shareholders.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Article 14.	Governing Law.</U>	The provisions of this Program and the Awards
hereunder shall be governed by and interpreted in accordance with the laws of the State of Florida,
United States of America, without regard to any applicable conflicts of law and without regard to
the fact that any party is or may become a resident of a different state or county.</FONT></P>

<P><FONT FACE="Times New Roman"><STRONG><CENTER></STRONG></FONT><FONT FACE="Times New Roman" SIZE="+1"><STRONG>PLAN I</CENTER>
</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="+1"><CENTER><STRONG>AGRONIX, INC.</STRONG></FONT><FONT FACE="Times New Roman"><STRONG></CENTER>
</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><STRONG>					</STRONG></FONT></P>

<P><FONT FACE="Times New Roman"><STRONG><CENTER><U>INCENTIVE STOCK OPTION PLAN</U></STRONG></FONT><FONT FACE="Times New Roman"><U></U></CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 1.	Purpose</U>.  The purpose of this Agronix, Inc.,  Incentive Stock Option Plan
("Plan") is to provide for the grant of options which shall qualify as qualified "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
("Code").  This Plan is Part I of the Company's Stock Compensation Program ("Program").  Unless
any provision herein indicates to the contrary, this Plan shall be subject to the General Provisions
of the Program.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 2.	Option Terms and Conditions</U>.  Each ISO shall be evidenced by an ISO
agreement between the grantee ("Optionee") and the Company.  The terms and conditions of  ISOs
granted under the Plan shall be determined by the Committee in its sole and complete discretion.
Each ISO shall be subject to all applicable terms and conditions of the Plan and may be subject to
other terms and conditions which are not inconsistent with the Plan.  The terms and conditions may
differ as between ISOs.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 3.	Duration of Options</U>.  Each ISO shall expire on the date determined by the
Committee, but in no event shall any ISO granted under the Plan expire later than 10 years from the
date on which the ISO is granted.  However, notwithstanding the above portion of this Section 3, if
at the time the ISO is granted the Optionee owns or would be considered to own by reason of Code
Section 424(d) more than 10% of the total combined voting power of all classes of stock of the
Company or its subsidiaries, such ISO shall expire not more than 5 years from the date the ISO is
granted.  In addition, each ISO shall be subject to earlier termination as provided in the Plan.  The
date of grant of an ISO shall be the date on which the Committee makes the determination to grant
such ISO, unless otherwise specified by the Committee.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 4.	Exercise  Price</U>.  The exercise price ("Exercise Price") for shares of Common
Stock subject to any ISO,  shall not be less than the fair market value of the shares at the time of the
grant of the ISO.  Fair market value ("Fair Market Value") shall be determined by the Committee
on the basis of such factors as it deems appropriate, including a determination of Fair Market Value
based on an independent appraisal by a person who customarily makes such appraisals.  When
Common Stock is publicly traded but not listed on an established stock exchange, Fair Market Value
shall mean the mean between the closing dealer "bid" and "ask" prices for the shares as quoted on
the OTCBB or such other exchange on which the Company's shares are approved for trading on the
date of the determination, and if no "bid" and "ask" prices are quoted for such date, Fair Market
Value shall be determined by reference to such prices on the next preceding date on which such
prices were quoted.  When Common Stock is publicly traded and listed on an established stock
exchange (or exchanges), Fair Market Value shall mean the highest closing price of a share on such
stock exchange (or exchanges), and if no sale of shares has been made on any stock exchange on that
day, Fair Market Value shall be determined by reference to such price for the next preceding day on
which a sale has occurred.  Notwithstanding the above portion of this Section 4, if at the time an ISO
is granted the Optionee owns or would be considered to own by reason of Code Section 424(d) more
than 10% of the total combined voting power of all classes of stock of the Company or its
subsidiaries, the Exercise Price of the shares covered by such ISO shall not be less than 110% of the
Fair Market Value shares of Common Stock on the date the ISO is granted.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 5.	Maximum Amount of Options Exercisable in Any Calendar Year</U>.
Notwithstanding any other provision of this Plan the aggregate Fair Market Value (determined at the
time of the grant) of the Common Stock with respect to which  ISOs become exercisable for the first
time by any employee during any calendar year under all qualified incentive stock option plans of
the Company and its subsidiaries shall not exceed $100,000.  If the Fair Market Value of the
Common Stock with respect to which ISOs become exercisable for the first time by any employee
during any calendar year exceeds $100,000, then the Options for the First $100,000 worth of shares
shall be deemed to be ISOs, and the Options for the amount in excess shall be deemed to be NQSOs.
In the event that the Code or underlying regulations provide for a different limitation on the Fair
Market Value permitted to be subject to ISO treatment, such different limitation shall automatically
be incorporated and applied herein.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 6.	Exercise of Options</U>.  An ISO shall be exercisable at the times or upon the
events determined by the Committee as set forth in the ISO agreement governing such ISO.  Each
ISO shall be exercisable in one or more installments during its term, and the right to exercise may
be cumulative as determined by the Committee.  No ISO may be exercised for a fraction of a share
of Common Stock.  The person exercising an ISO may do so only by written notice of exercise
delivered to the Committee, in such form as the Committee prescribes or approves from time to time,
specifying the number of shares to be purchased and accompanied by a tender of the Exercise Price
for those shares.  The Exercise Price of any shares purchased shall be paid in full in cash or by
certified or cashier's check payable to the order of the Company, or by shares of Common Stock if
permitted by the Committee, or by a full recourse promissory note if permitted by the Committee,
or by a combination of these means, at the time of exercise of the ISO.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			If any portion of the Exercise Price is paid in shares of Common Stock, those
shares shall be tendered at their then Fair Market Value as determined by the Committee in
accordance with Section 4 of this Plan.  As permitted by the Committee, payment in shares of
Common Stock shall include the automatic application of shares of Common Stock received upon
exercise of an ISO to satisfy the Exercise Price for the ISO or additional ISOs.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			If any portion of the Exercise Price is paid with a full-recourse promissory
note, the Company Stock shall be pledged as security for the payment of the principal amount of the
promissory note and interest thereon.  The interest rate payable under the terms of the promissory
note shall not be less than the minimum rate required to avoid the imputation of additional interest
under the Code.  Subject to the foregoing, the Committee at its sole discretion shall specify the term,
interest rate, amortization requirements and other provisions of such note.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 7.	Employment of Optionee</U>.  Each Optionee, if requested by the Committee,
must agree in writing as a condition of receiving his or her ISO, that he or she will remain in the
employment of the Company or any Subsidiary following the date of the granting of that option for
a period specified by the Committee.  Nothing in the Plan nor in any ISO granted hereunder shall
confer upon any Optionee any right to continued employment by the Company or any Subsidiary or
limit in any way the right of the Company or any Subsidiary at any time to terminate or alter the
terms of that employment.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 8.	Option Rights Upon Termination of Employment</U>.  If an Optionee ceases to
be employed by the Company or any Subsidiary for any reason other than death or disability, his or
her ISO shall immediately terminate, provided, however, that the Committee  may, in its discretion,
allow the ISO to be exercised, to the extent exercisable on the date of termination of employment,
at any time within three months after the date of termination of employment, unless either the Option
or the Plan otherwise provides for earlier termination.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 9.	Option Rights Upon Disability</U>.  If an Optionee becomes disabled within the
meaning of Code Section 22(e)(3) while employed by the Company or any Subsidiary, his or her ISO
shall immediately terminate, provided, however, that the Committee may, in its discretion, allow the
ISO to be exercised, to the extent exercisable on the date of termination of employment due to
disability, at any time within one year after the date of termination of employment due to disability,
unless either the ISO or the Plan otherwise provides for earlier termination.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 10.	Option Rights Upon Death of Optionee</U>.  Except as otherwise limited by the
Committee at the time of the grant of an ISO, if an Optionee dies while employed by the Company
or any Subsidiary, his or her ISO shall expire one year after the date of death unless by its terms it
expires sooner.  During this one year or shorter period, the ISO may be exercised, to the extent that
it remains unexercised on the date of death, by the person or persons to whom the Optionee's rights
under the ISO shall pass by will or by the laws of descent and distribution.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 11.	Options Not Transferable</U>.  ISOs granted pursuant to the terms of the Plan may
not be sold, pledged, assigned, or transferred in any manner otherwise than by will or the laws of
descent or distribution and shall not be subject to execution, attachment, or similar process.
However, at the Optionee's election, the ISO may be transferred  to and held by a grantor trust of
which the Optionee is both a trustee and beneficiary, in which case such ISO shall continue to be
subject to all restrictions set forth in the Program and the Plan.  ISOs may be exercised during the
lifetime of an Optionee only by (a) the Optionee, (b) at the Optionee's election, by a grantor trust of
which the Optionee is both a trustee and beneficiary, (c) on behalf of the Optionee, by a person
holding the Optionee's power of attorney for that purpose, or (d) the duly appointed guardian of the
person and property of an Optionee who is disabled within the meaning of Code Section 22(e)(3).</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Section 12.	<U>Option Shares May Be Restricted</U>.  As the Committee may determine, the
shares of Common Stock purchased upon exercise of an ISO granted hereunder may be deemed  to
be "Restricted Shares" granted under the Restricted Shares Plan for purposes of applying all
provisions and terms and conditions of the Restricted Share Plan.  As such, during the "Restriction
Period" (as described in the Restricted Share Plan),  such shares of Common Stock may be subject
to redemption and nontransferability, and all restrictions shall lapse upon the occurrence of events
as may be determined by the Committee.  Further, the procedures of the Restricted Share Plan
relating to the issuance, surrender, and assignment of shares and the provisions relating to
stockholder rights may apply to the shares of Common Stock issued upon exercise of any ISO
granted hereunder.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><STRONG><CENTER></STRONG></FONT><FONT FACE="Times New Roman" SIZE="+1"><STRONG>PLAN II</CENTER>
</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="+1"><CENTER><STRONG>AGRONIX, INC.</STRONG></FONT><FONT FACE="Times New Roman"><STRONG></CENTER>
</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><STRONG><CENTER></CENTER>
</STRONG></FONT></P>

<P><FONT FACE="Times New Roman"><STRONG><CENTER><U>NONQUALIFIED  STOCK OPTION PLAN</U></STRONG></FONT><FONT FACE="Times New Roman"><U></U></CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 1.	Purpose</U>.  The purpose of this Agronix, Inc. Nonqualified  Stock Option Plan
("Plan") is to provide for the grant of options which shall not constitute qualified "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
("Code").  This Plan is Part II of the Company's Stock Compensation Program ("Program").  Unless
any provision herein indicates to the contrary, this Plan shall be subject to the General Provisions
of the Program.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 2.	Option Terms and Conditions</U>.  Each NQSO shall be evidenced by a NQSO
agreement between the grantee ("Optionee") and the Company.  The terms and conditions of NQSOs
granted under the Plan shall be determined by the Committee in its sole and complete discretion.
Each NQSO shall be subject to all applicable terms and conditions of the Plan and may be subject
to other terms and conditions which are not inconsistent with the Plan.  The terms and conditions
may differ as between NQSOs.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 3.	Duration of Options</U>.  Each NQSO shall expire on the date as determined by
the Committee.  In addition, each NQSO shall be subject to earlier termination as otherwise provided
under the Plan.  The date of grant of a NQSO shall be the date on which the Committee makes the
determination to grant such NQSO, unless otherwise specified by the Committee.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 4.	Exercise Price</U>.  The exercise price ("Exercise Price") for shares of Common
Stock subject to any NQSO shall be determined by the Committee in its sole and complete
discretion.  To the extent that the Exercise Price is designated with respect to fair market value ("Fair
Market Value") of the shares at the time of the grant of the NQSO, then Fair Market Value shall be
determined by the Committee on the basis of such factors as they deem appropriate, including a
determination of Fair Market Value based on an independent appraisal by a person who customarily
makes such appraisals.  However, the Fair Market Value on any day shall be deemed to be, if the
Common Stock is traded on a national securities exchange, the closing price (or, if no reported sale
takes place on such day, the mean of the reported bid and asked prices) of the Common Stock on
such day on the principal such exchange.  In each case, the Committee's determination of Fair
Market Value shall be conclusive.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 5.	Exercise of Options</U>.  A NQSO shall be exercisable at the times or upon the
events determined by the Committee as set forth in the NQSO agreement governing the NQSO.
Each NQSO shall be exercisable in one or more installments during its term, and the right to exercise
may be cumulative as determined by the Committee.  No NQSO may be exercised for a fraction of
a share of Common Stock.  The person exercising a NQSO may do only by written notice of exercise
delivered to the Committee, in such form as the Committee prescribes or approves from time to time,
specifying the number of shares to be purchased and accompanied by a tender of the Exercise Price
for those shares.  The Exercise Price of any shares purchased shall be paid in full in cash or by
certified or cashier's check payable to the order of the Company, or by shares of Common Stock, if
permitted by the Committee, or by a full recourse promissory note if permitted by the Committee,
or by a combination of these means, at the time of exercise of the NQSO.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			If any portion of the Exercise Price is paid in shares of Common Stock, those
shares shall be tendered at their then Fair Market Value as determined by the Committee  in
accordance with Section 4 of this Plan.  As permitted by the Committee, payment in shares of
Common Stock shall include the automatic application of shares of Common Stock received upon
exercise of an NQSO to satisfy the Exercise Price for the NQSO or additional NQSOs.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 6.	Continued Employment or Service</U>.  Each Optionee, if requested by the
Committee, must agree in writing as a condition of the granting of his or her NQSO, to remain in
the employment of, or service to, the Company or any Subsidiary following the date of the granting
of that option for a period specified by the Committee.  Nothing in this Plan nor in any NQSO
granted hereunder shall confer upon any Optionee any right to continued employment by, or service
to, the Company or any Subsidiary, or limit in any way the right of the Company or any subsidiary
at any time to terminate or alter the terms of that employment or service arrangement.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 7.	Option Rights Upon Termination of Employment or Service</U>.  If an Optionee
under this Plan ceases to be employed by, or provide services to, the Company or any Subsidiary for
any reason other than death or disability, his or her option shall immediately terminate, provided,
however, that the Committee may, in its discretion, allow the NQSO to be exercised, to the extent
exercisable on the date of termination of employment or service, at any time within three months
after the date of termination of employment or service, unless either the NQSO or this Plan otherwise
provides for earlier termination.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 8.	Option Rights Upon Disability</U>.  If an Optionee becomes disabled within the
meaning of Code Section 22(e)(3) while employed by, or providing services to, the Company or any
Subsidiary, his or her NQSO shall immediately terminate, provided, however, that the Committee
may, in its discretion, allow the NQSO to be exercised, to the extent exercisable on the date of
termination of employment or service due to disability, at any time within one year after the date of
termination of employment or service due to disability, unless either the NQSO or the Plan otherwise
provides for earlier termination.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 9.	Option Rights Upon Death of Optionee</U>.  Except as otherwise limited by the
Committee at the time of the grant of a NQSO, if an Optionee dies while employed by, or providing
services to, the Company or any Subsidiary, his or her NQSO shall expire one year after the date of
death unless by its terms it expires sooner.  During this one year or shorter period, the NQSO may
be exercised, to the extent exercisable on the date of death, by the person or persons to whom the
Optionee's rights under the NQSO shall pass by will or by the laws of descent and distribution.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 10.	Options Not Transferable</U>.  NQSOs granted pursuant to the terms of this Plan
may not be sold, pledged, assigned, or transferred in any manner otherwise than by will or the laws
of descent or distribution and  shall not be subject to execution, attachment, or similar process.
However, at the Optionee's election, the NQSO may be transferred to and held by a grantor trust of
which the Optionee is both a trustee and beneficiary, in which case such NQSO shall continue to be
subject to all restrictions set forth in the Program and this Plan.  NQSOs may be exercised during
the lifetime of an Optionee only by (a) the Optionee, (b) at the Optionee's election, by a grantor trust
of which the Optionee is both a trustee and beneficiary, (c) on behalf of the Optionee, by a person
holding the Optionee's power of attorney for that purpose, or (d) the duly appointed guardian of the
person and property of an Optionee who is disabled within the meaning of Code Section 22(e)(3).</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 11.	Option Shares May Be Restricted</U>.  As the Committee may determine, the
shares of Common Stock purchased upon exercise of an NQSO granted hereunder may be deemed
to be "Restricted Shares" granted under the Restricted Shares Plan for purposes of applying all
provisions and terms and conditions of the Restricted Share Plan.  As such, during the "Restriction
Period" (as described in the Restricted Share Plan),  such shares of Common Stock may be subject
to redemption and nontransferability, and all restrictions shall lapse upon the occurrence of events
as may be determined by the Committee.  Further, the procedures of the Restricted Share Plan
relating to the issuance, surrender, and assignment of shares and the provisions relating to
stockholder rights may apply to the shares of Common Stock issued upon exercise of any NQSO
granted hereunder.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><STRONG><CENTER></STRONG></FONT><FONT FACE="Times New Roman" SIZE="+1"><STRONG>PLAN III</CENTER>
</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="+1"><CENTER><STRONG>AGRONIX, INC.</STRONG></FONT><FONT FACE="Times New Roman"><STRONG></CENTER>
</STRONG></FONT></P>

<P><FONT FACE="Times New Roman"><STRONG>							</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><STRONG><CENTER><U>RESTRICTED SHARE PLAN</U></STRONG></FONT><FONT FACE="Times New Roman"><U></U></CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 1.	Purpose</U>.  The purpose of this Agronix, Inc. Restricted Share Plan ("Plan") is
to provide for the grant of restricted shares which are subject to restricted property treatment under
Section 83 of the Internal Revenue Code of 1986, as amended ("Code"). The Plan is Part III of the
Company's Stock Compensation Program ("Program").  Unless any provision herein indicates to
the contrary, the Plan shall be subject to the General Provisions of the Program.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 2.	Terms and Conditions</U>.  Each Restricted Share shall be evidenced by a
Restricted Share agreement between the grantee ("Holder") and the Company.  The terms and
conditions of Restricted Shares granted under the Plan shall be determined by the Committee in its
sole and complete discretion.  Each Restricted Share shall be subject to all applicable terms and
conditions of the Plan and may be subject to other terms and conditions not inconsistent with the
Plan.  The terms and conditions may differ as between Restricted Shares.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			Each Restricted Share grant shall provide to the Holder the transfer of a
specified number of shares of Common Stock that shall become nonforfeitable upon the achievement
of specified service or performance conditions within a specified period ("Restriction Period") as
determined by the Committee.  (The Committee may also determine to grant shares without such
restrictions.)  At the time that the Restricted Share grant is made, the Committee shall specify the
service or performance conditions and the period of duration over which the conditions apply.  The
date of grant of a Restricted Share shall be the date on which the Committee makes the determination
to grant the Restricted Share, unless otherwise specified by the Committee.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			Each individual who is awarded Restricted Shares shall be issued a stock
certificate representing such shares.  Such certificate shall be registered in the name of the Holder
and shall bear an appropriate legend referring to the terms, conditions, and restrictions, if any,
applicable to such award, substantially in the following form:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
CONDITIONS (INCLUDING FORFEITURE) OF THE AGRONIX, INC.
RESTRICTED SHARE PLAN AND RESTRICTED SHARE AWARD
AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND
AGRONIX, INC.  COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE
IN THE OFFICES OF AGRONIX, INC.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			The Committee  shall require that the stock certificates evidencing such shares
be held in the custody of the Company until the restrictions thereon, if any, shall have lapsed, and
that, as a condition of any Restricted Share award, the Holder shall have delivered a stock power,
endorsed in blank, relating to the stock covered by such award.  At the expiration of the applicable
Restriction Period, if any, the Company shall deliver to the Holder certificates held by the Company
representing the shares with respect to which the applicable conditions have been satisfied.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 3.	Restricted Shares Not Transferable</U>.  During any Restriction Period, Restricted
Shares shall not be sold, pledged, assigned, or transferred in any manner, and shall not be subject to
execution, attachment, or similar process.  However, at the Holder's election, the Restricted Shares
may be transferred to and held by a grantor trust of which the Holder is both a trustee and
beneficiary, in which case the Restricted Shares shall continue to be subject to the nontransferability,
forfeiture, and redemption limitations. </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 4.	Restricted Share Rights Upon Termination of Employment or Service</U>.  If a
Holder terminates employment or service with the Company prior to the expiration of the Restriction
Period, any Restricted Shares granted to him or her subject to such Restriction Period shall be
forfeited by the Holder and shall be transferred to the Company.  The Committee may, in its sole and
complete  discretion, accelerate the lapsing of or waive such restrictions in whole or in part based
upon such factors and such circumstances as the Committee may determine, including, but not
limited to, the Participant's retirement, death, or disability.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			Restricted Shares that were purchased by exercise of an Option granted under
the Incentive Stock Option Plan or the Nonqualified  Stock Option Plan shall be subject to
redemption during the Restriction Period.  Specifically, if during the Restriction Period, the Holder
of such Restricted Shares terminates employment or service with the Company or any Subsidiary for
any reason as may be determined by the Committee, the Holder shall sell to the Company, and the
Company shall redeem, the Restricted Shares at the price equal to the Exercise Price for which the
Restricted Shares were purchased.  The redemption price shall be paid to the Holder in a single
payment for the complete redemption of the Restricted Shares.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 5.	Stockholder Rights</U>.  The Holder shall have, with respect to the Restricted
Shares granted, all of the rights of a stockholder of the Company, including the right to vote the
shares, and the right to receive any dividends thereon.  Certificates for shares of unrestricted stock
shall be delivered to the grantee promptly after, and only after, the Restriction Period shall expire
without forfeiture of such Restricted Shares.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 6.	Continued Employment or Service</U>.  Each Holder, if requested by the
Committee, must agree in writing as a condition of the granting of his or her Restricted Shares, to
remain in the employment of, or service to, the Company or any Subsidiary following the date of the
granting of the Restricted Shares for a period specified by the Committee.  Nothing in this Plan or
in any Restricted Share granted hereunder shall confer upon any Holder any right to continued
employment by, or service to, the Company or any Subsidiary, or limit in any way the right of the
Company or any subsidiary at any time to terminate or alter the terms of that employment or service
arrangement.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	<U>Section 7.	Surrender of Stock Certificate and Assignment of Shares</U>.  Upon the
occurrence of an event triggering the forfeiture or redemption of Restricted Shares, the Holder shall
immediately take whatever action is necessary to transfer the Restricted Shares to the Company,
including the endorsement of any certificate representing the Restricted Shares.  From and after
occurrence of such an event, the Company shall not pay any dividends to the Holder with respect to
the Restricted Shares, or permit the Holder to exercise any of the privileges or rights of a stockholder
with respect to such shares, but shall treat the Company or its nominee as the owner of the shares.
Any assignment of the Restricted Shares pursuant to this Section 7 shall be effective as of the date
of the event triggering the forfeiture. </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Exhibit 4.2</FONT></P>

<P><FONT FACE="Times New Roman"><CENTER></FONT><FONT FACE="Times New Roman" SIZE="+1"><STRONG>AGRONIX, INC.</STRONG></FONT><FONT FACE="Times New Roman"></CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><CENTER><U>INCENTIVE STOCK OPTION AGREEMENT</U></CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Agreement dated ____________, between Agronix, Inc., a Florida corporation (the
"Company"), with its principal office at 1666 West 75<SUP>th</SUP> Avenue, 2<SUP>nd</SUP> Floor, Vancouver, B.C., Canada
V6P 6G2, and _______________________, residing at __________________________
__________________________________ ("Optionee").</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	1.	<U>Grant of Option</U>.  The Company hereby grants to Optionee effective as of
________________, ("Grant Date"), the right and option ("Option") to purchase from the Company,
for a price equal to the exercise price determined as described below ("Exercise Price"), up to
_______ shares of the Company's common stock ("Shares"), as a qualified incentive stock option
("Option"), which Option shall be subject to the applicable terms and conditions set forth below and
is being granted pursuant to the Agronix, Inc. Incentive Stock Option Plan ("Plan"), which Plan is
part of the Agronix, Inc. Stock Compensation Program ("Program").</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	2.	<U>Terms and Conditions of Option</U>.  The Option evidenced by this Agreement is subject
to the following terms and conditions, as well as the terms and conditions of Section 3 hereof.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		a.	<U>Exercise Price</U>.  The Exercise Price is $________ per Share, which is the fair
market value per Share on the Grant Date as determined in accordance with the Plan.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		b.	<U>Term of Option</U>.  The term of the Option over which the Option may be
exercised shall commence on the Grant Date and, subject to the provisions of Section 3(b)
below, shall terminate ten years thereafter.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		c.	<U>Exercisability of Option</U>.  As to the total number of Shares with respect to
which the Option is granted, the Option shall be exercisable as follows: ______________
________________________________________________________________________</FONT></P>

<P><FONT FACE="Times New Roman">	________________________________________________________________________</FONT></P>

<P><FONT FACE="Times New Roman">	________________________________________________________________________.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Notwithstanding the foregoing. However, the right of Optionee to exercise the Option shall
be deferred to the extent that the Option otherwise would not be treated as a qualified
incentive stock option by reason of the $100,000 annual limitation under Section 422(d) of
the Internal Revenue Code of 1986, as amended (the "Code").</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	3.	<U>Additional Terms and Conditions</U>.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		a.	<U>Exercise of Option; Payments for Shares</U>.  An Option may be exercised from
time to time with respect to all or any portion of the number of Shares with respect to which
the Option has become exercisable, in whole or in part, by written notice to the Company at
the Company's then principal office, to the attention of the Administrative Committee for
the Agronix, Inc. Incentive Stock Option Plan (the "Committee"), substantially in the form
of Exhibit A attached hereto.  Notwithstanding anything in this Agreement to the contrary,
no Option may be exercised prior to the date on which the Plan is approved by the
Company's shareholders.  Any notice of exercise of the Option shall be accompanied by
payment of the full Exercise Price for the Shares being purchased by certified or bank check
payable to the order of Agronix, Inc. or, as may be allowed by the Committee, by delivery
to the Company of a number of Shares already owned by Optionee having a fair market value
equal to such Exercise Price. In addition, with the consent of the Committee, the Company
may cooperate with Optionee in arranging a "cashless exercise" of the Option through a
broker approved by the Committee.  The Option shall not be exercised for any fractional
Shares and no fractional Shares shall be issued or delivered.  The date of actual receipt by
the Company of the notice of exercise shall be treated as the date of exercise of the Option
for the Shares being purchased.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		b.	<U>Termination of Option</U>.  If Optionee's employment with the Company or any
Subsidiary terminates, the Option shall continue to be exercisable, to the extent it is
exercisable on the date such employment terminated, for three (3) months after such
termination, but in no event after the date the Option otherwise terminates.  However, if
Optionee's employment terminates because of Optionee's death or disability, the Option
shall continue to be exercisable, to the extent it is exercisable on the date such employment
terminated, for twelve (12) months after such termination, but in no event after the date the
Option otherwise terminates. </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		c.	<U>Continued Employment</U>.  The Option granted hereunder shall confer no right
on Optionee to continue in the employ of the Company or any Subsidiary, or limit in any
respect the right of the Company or any Subsidiary (in the absence of a specific agreement
to the contrary) to terminate Optionee's employment at any time.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		d.	<U>Issuance of Shares; Registration; Withholding Taxes</U>.  As soon as practicable
after the exercise date of the Option, the Company shall cause to be issued and delivered to
Optionee, or for the Optionee's account, a certificate or certificates for the Option  Shares
purchased.  The Company may postpone the issuance or delivery of the Shares until (i) the
completion of registration or other qualification of such Shares or transaction under any state
or federal law, rule or regulation, or any listing on any securities exchange, as the Company
shall determine to be necessary or desirable; (ii) the receipt by the Company of such written
representations or other documentation as the Company deems necessary to establish
compliance with all applicable laws, rules and regulations, including applicable federal and
state securities laws and listing requirements, if any; and (iii) the payment to the Company,
upon its demand, of any amount requested by the Company to satisfy any federal, state or
other governmental withholding tax requirements related to the exercise of the Option.
Optionee shall comply with any and all legal requirements relating to Optionee's resale or
other disposition of any Shares acquired under this Agreement.  The certificates representing
the Shares acquired pursuant to the Option may bear such legend as described in Section 6
and as counsel to the Company otherwise deems appropriate to assure compliance with
applicable law.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		e.	<U>Nontransferability of Options</U>.  The Option and this Agreement shall not be
assignable or transferable by Optionee other than by will or by the laws of descent and
distribution.  During Optionee's lifetime, the Option and all rights of Optionee under this
Agreement may be exercised only by Optionee (or by his guardian or legal representative).
If the Option is exercised after Optionee's death, the Committee may require evidence
reasonably satisfactory to it of the appointment and qualification of Optionee's personal
representatives and their authority and of the right of any heir or distributee to exercise the
Option.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		f.	<U>Option is Incentive Stock Option</U>.  The Option granted hereunder is intended
to qualify as an "incentive stock option", as that term is defined in Section 422 of the Internal
Revenue Code of 1986, as amended.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	4.	<U>Changes in Capitalization; Reorganization</U>.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		a.	<U>Adjustments</U>.  The number of shares of Common Stock which may be subject
to options under the Plan, the number of Shares subject to the Option, and the Exercise Price
shall be adjusted proportionately for any increase or decrease in the number of issued shares
of Common Stock by reason of stock dividends, split-ups, recapitalizations or other capital
adjustments.  Notwithstanding the foregoing, (i) no adjustment shall be made, unless the
Committee determines otherwise, if the aggregate effect of all such increases and decreases
occurring in any fiscal year is to increase or decrease the number of issued shares by less than
five percent (5%); (ii) any right to purchase fractional shares resulting from any such
adjustment shall be eliminated; and (iii) the terms of this Section 4(a) are subject to the terms
of Section 4(b) below.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		b.	<U>Corporate Transactions</U>.  Pursuant to Article 13 of the Program, in the event
of (i) a dissolution or liquidation of the Company, (ii) merger or consolidation or
reorganization of the Company in which the Company is not the surviving corporation, (iii)
merger or consolidation or reorganization in which the Company is the surviving corporation
but after which the shareholders cease to own their shares in the Company, (iv) the sale of
substantially all of the assets of the Company, or (v) the acquisition, sale, or transfer of more
than fifty percent (50%) of the outstanding shares of the Company (herein referring to (i)
through (v) as "Corporate Transaction"), or (iv) the Board of Directors of the Company
proposes that the Company enter into a Corporate Transaction, then the Committee may in
its discretion take any or all of the following actions: (i) by written notice to Optionee,
provide that the Option shall be terminated unless exercised within thirty (30) days (or such
longer period as the Committee shall determine its discretion) after the date of such notice;
and (ii) accelerate  the dates upon which any or all outstanding Options granted to Optionee
shall be exercisable.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			Whenever deemed appropriate by the Committee, any action referred to in this
Section 4(b) may be made conditional upon the consummation of the applicable Corporate
Transaction.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		c.	<U>Committee Determination</U>.  Any adjustments or other action pursuant to this
Section 4 shall be made by the Committee, and the Committee's determination as to what
adjustments shall be made or actions taken, and the extent thereof, shall be final and binding.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	5.	<U>No Rights as Shareholder</U>.  Optionee shall acquire none of the rights of a shareholder
of the Company with respect to the Shares until a certificate for the shares are issued to Optionee
upon the exercise of the Option.  Except as otherwise provided in Section 4 above, no adjustments
shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and
whether in cash, securities or other property) for which the record date is prior to the date such
certificate is issued.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	6.	<U>Legends</U>. All certificates evidencing Shares purchased under this Agreement in an
unregistered transaction shall bear the following legend (and such other restrictive legends as are
required or deemed advisable under the provisions of any applicable law):</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION
OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
THAT SUCH REGISTRATION IS NOT REQUIRED.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		If, in the opinion of the Company and it counsel, any legend placed on a stock
certificate representing Shares sold under this Agreement is no longer required, the holder of such
certificate shall be entitled to exchange such certificate for a certificate representing the same number
of Shares but without such legend.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	7.	<U>Optionee Bound by Plan</U>.  Optionee hereby acknowledges receipt of a copy of the Plan
and acknowledges that Optionee shall be bound by its terms, regardless of whether such terms have
been set forth in the Agreement.  Notwithstanding the foregoing, if there is an inconsistency between
the terms of the Plan and the terms of this Agreement, Optionee shall be bound by the terms of the
Plan.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	8.	<U>Notices</U>.  Any notice or other communication made in connection with this Agreement
shall be deemed duly given when delivered in person or mailed by certified or registered mail, return
receipt requested, to Optionee at Optionee's address listed above or such other address of which
Optionee shall have advised the Company by similar notice, or to the Company at its then principal
office, to the attention of the Committee.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	9.	<U>Miscellaneous</U>.  This Agreement and the Plan set forth the parties' final and entire
agreement with respect to the subject matter hereof, may not be changed or terminated orally and
shall be governed by and shall be construed in accordance with the laws of the State of Florida,
United States of America, despite the fact that one or both parties may be or shall become a resident
of a different state or country.  This Agreement shall bind and benefit Optionee, the heirs,
distributees and personal representative of Optionee, and the Company and its successors and
assigns.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first
above written.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><STRONG>AGRONIX, INC.</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">By: _____________________________</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Title: ____________________________</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><STRONG>OPTIONEE</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">_____________________________</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">______________________________</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">	</FONT></P>

<P><FONT FACE="Times New Roman"><CENTER><STRONG><U>EXHIBIT A</U></STRONG></FONT><FONT FACE="Times New Roman"></CENTER>
</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	________________, 20__</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Agronix, Inc.</FONT></P>

<P><FONT FACE="Times New Roman"><U>Attention: Stock Program Administrative Committee</U></FONT></P>

<P><FONT FACE="Times New Roman">1666 West 75<SUP>th</SUP> Avenue, 2<SUP>nd</SUP> Floor</FONT></P>

<P><FONT FACE="Times New Roman">Vancouver, BC</FONT></P>

<P><FONT FACE="Times New Roman">Canada V6P 6G2</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Dear Sir/Madam:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	Pursuant to the provisions of the Agronix, Inc. Incentive Stock Option Agreement, dated
_______________, 20__ (the "Option Agreement"), whereby you have granted me the Option to
purchase up to _____ shares of common stock of Agronix, Inc. (the "Company"), I hereby notify you
that I elect to exercise my option to purchase _____ of the shares covered by the Option at
$________, the price determined in accordance with the Option Agreement.  In full payment of such
price for the shares being purchased hereby, I am delivering to you <U>	</U></FONT></P>

<P><FONT FACE="Times New Roman"><U>	</U>.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	The undersigned hereby agrees to provide the Company, prior to the receipt of the shares
being purchased hereby, with such representations or certifications or payments that the Company
may require pursuant to the terms of the Plan and the Option Agreement.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Sincerely,</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><U>					</U></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Address: <U>				</U></FONT></P>

<P><FONT FACE="Times New Roman"><U>					</U></FONT></P>

<P><FONT FACE="Times New Roman"><U>					</U></FONT></P>

<P><FONT FACE="Times New Roman"><U>					</U></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">(For notices, reports, dividend checks and communications to shareholders.)</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT> </P>

<P>Exhibit  4.3<CENTER></CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER><FONT SIZE="+1"><STRONG>AGRONIX, INC.</STRONG></FONT></CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER><U>NONQUALIFIED STOCK OPTION AGREEMENT</U></CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	Agreement dated ____________, Between Agronix, Inc., a Florida corporation (the
"Company"), with its principal office at 1666 West 75<SUP>th</SUP> Avenue, 2<SUP>nd</SUP> Floor, Vancouver,  B.C., Canada
V6P 6G2, and _______________________, residing at __________________________
__________________________________ ("Optionee").</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	1.	<U>Grant of Option</U>.  The Company hereby grants to Optionee effective as of
_______________ ("Grant Date"), the right and option ("Option") to purchase from the Company,
for a price equal to the exercise price determined as described below ("Exercise Price"), up to
________ shares of the Company's common stock ("Shares"), as a nonqualified stock option
("Option"), which Option shall be subject to the applicable terms and conditions set forth below and
is being granted pursuant to the Agronix, Inc. Nonqualified Stock Option Plan ("Plan"), which Plan
is part of the Agronix, Inc. Stock Compensation Program ("Program").</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.	<U>Terms and Conditions of Option</U>.  The Option evidenced by this Agreement is subject
to the following terms and conditions, as well as the terms and conditions of Section 3 hereof.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		a.	<U>Exercise Price</U>.  The Exercise Price is $________ per Share, which is the fair
market value per Share on the Grant Date as determined in accordance with the Plan.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		b.	<U>Term of Option</U>.  The term of the Option over which the Option may be
exercised shall commence on the Grant Date and, subject to the provisions of Section 3(b)
below, shall terminate ten years thereafter.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		c.	<U>Exercisability of Option</U>.  As to the total number of Shares with respect to
which the Option is granted, the Option shall be exercisable as follows: ______________</P>

<P>	________________________________________________________________________</P>

<P>	________________________________________________________________________</P>

<P>	________________________________________________________________________</P>

<BR WP="BR1"><BR WP="BR2">
<P>	3.	<U>Additional Terms and Conditions</U>.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		a.	<U>Exercise of Option; Payments for Shares</U>.  An Option may be exercised from
time to time with respect to all or any portion of the number of Shares with respect to which
the Option has become exercisable, in whole or in part, by written notice to the Company at
the Company's then principal office, to the attention of the Administrative Committee for
the Agronix, Inc. Nonqualified Stock Option Plan (the "Committee"), substantially in the
form of Exhibit A attached hereto.  Notwithstanding anything in this Agreement to the
contrary, no Option may be exercised prior to the date on which the Plan is approved by the
Company's shareholders.  Any notice of exercise of the Option shall be accompanied by
payment of the full Exercise Price for the Shares being purchased by certified or bank check
payable to the order of Agronix, Inc. or, as may be allowed by the Committee, by delivery
to the Company of a number of Shares already owned by Optionee having a fair market value
equal to such Exercise Price. In addition, with the consent of the Committee, the Company
may cooperate with Optionee in arranging a "cashless exercise" of the Option through a
broker approved by the Committee.  The Option shall not be exercised for any fractional
Shares and no fractional Shares shall be issued or delivered.  The date of actual receipt by
the Company of the notice of exercise shall be treated as the date of exercise of the Option
for the Shares being purchased.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		b.	<U>Termination of Option</U>.  If Optionee's employment with the Company or any
Subsidiary terminates, the Option shall continue to be exercisable, to the extent it is
exercisable on the date such employment terminated, for three (3) months after such
termination, but in no event after the date the Option otherwise terminates.  However, if
Optionee's employment terminates because of Optionee's death or disability, the Option
shall continue to be exercisable, to the extent it is exercisable on the date such employment
terminated, for twelve (12) months after such termination, but in no event after the date the
Option otherwise terminates. </P>

<BR WP="BR1"><BR WP="BR2">
<P>		c.	 <U>Continued Employment</U>.  The Option granted hereunder shall confer no right
on Optionee to continue in the employ of the Company or any Subsidiary, or limit in any
respect the right of the Company or any Subsidiary (in the absence of a specific agreement
to the contrary) to terminate Optionee's employment at any time.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		d.	<U>Issuance of Shares; Registration; Withholding Taxes</U>.  As soon as practicable
after the exercise date of the Option, the Company shall cause to be issued and delivered to
Optionee, or for the Optionee's account, a certificate or certificates for the Option Shares
purchased.  The Company may postpone the issuance or delivery of the Shares until (i) the
completion of registration or other qualification of such Shares or transaction under any state
or federal law, rule or regulation, or any listing on any securities exchange, as the Company
shall determine to be necessary or desirable; (ii) the receipt by the Company of such written
representations or other documentation as the Company deems necessary to establish
compliance with all applicable laws, rules and regulations, including applicable federal and
state securities laws and listing requirements, if any; and (iii) the payment to the Company,
upon its demand, of any amount requested by the Company to satisfy any federal, state or
other governmental withholding tax requirements related to the exercise of the Option.
Optionee shall comply with any and all legal requirements relating to Optionee's resale or
other disposition of any Shares acquired under this Agreement.  The certificates representing
the Shares acquired pursuant to the Option may bear such legend as described in Section 6
and as counsel to the Company otherwise deems appropriate to assure compliance with
applicable law.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		e.	<U>Nontransferability of Options</U>.  The Option and this Agreement shall not be
assignable or transferable by Optionee other than by will or by the laws of descent and
distribution.  During Optionee's lifetime, the Option and all rights of Optionee under this
Agreement may be exercised only by Optionee (or by his guardian or legal representative).
If the Option is exercised after Optionee's death, the Committee may require evidence
reasonably satisfactory to it of the appointment and qualification of Optionee's personal
representatives and their authority and of the right of any heir or distributee to exercise the
Option.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		f.	<U>Option is Nonqualified Stock Option</U>.  The Option granted hereunder is
intended to constitute a nonqualified stock option which is not an "incentive stock option",
as that term is defined in Section 422 of the Internal Revenue Code of 1986, as amended.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	4.	<U>Changes in Capitalization; Reorganization</U>.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		a.	<U>Adjustments</U>.  The number of shares of Common Stock which may be subject
to options under the Plan, the number of Shares subject to the Option, and the Exercise Price
shall be adjusted proportionately for any increase or decrease in the number of issued shares
of Common Stock by reason of stock dividends, split-ups, recapitalizations or other capital
adjustments.  Notwithstanding the foregoing, (i) no adjustment shall be made, unless the
Committee determines otherwise, if the aggregate effect of all such increases and decreases
occurring in any fiscal year is to increase or decrease the number of issued shares by less than
five percent (5%); (ii) any right to purchase fractional shares resulting from any such
adjustment shall be eliminated; and (iii) the terms of this Section 4(a) are subject to the terms
of Section 3(b) below.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		b.	<U>Corporate Transactions</U>.  Pursuant to Article 13 of the Program, in the event
of (i) a dissolution or liquidation of the Company, (ii) merger or consolidation or
reorganization of the Company in which the Company is not the surviving corporation, (iii)
merger or consolidation or reorganization in which the Company is the surviving corporation
but after which the shareholders cease to own their shares in the Company, (iv) the sale of
substantially all of the assets of the Company, or (v) the acquisition, sale, or transfer of more
than fifty percent (50%) of the outstanding shares of the Company (herein referring to (i)
through (v) as "Corporate Transaction"), or (iv) the Board of Directors of the Company
proposes that the Company enter into a Corporate Transaction, then the Committee may in
its discretion take any or all of the following actions: (i) by written notice to Optionee,
provide that the Option shall be terminated unless exercised within thirty (30) days (or such
longer period as the Committee shall determine its discretion) after the date of such notice;
and (ii) accelerate the dates upon which any or all outstanding Options granted to Optionee
shall be exercisable.</P>

<BR WP="BR1"><BR WP="BR2">
<P>			Whenever deemed appropriate by the Committee, any action referred to in this
Section 4(b) may be made conditional upon the consummation of the applicable Corporate
Transaction.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		c.	<U>Committee Determination</U>.  Any adjustments or other action pursuant to this
Section 4 shall be made by the Committee, and the Committee's determination as to what
adjustments shall be made or actions taken, and the extent thereof, shall be final and binding.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	5.	<U>No Rights as Shareholder</U>.  Optionee shall acquire none of the rights of a shareholder
of the Company with respect to the Shares until a certificate for the shares are issued to Optionee
upon the exercise of the Option.  Except as otherwise provided in Section 4 above, no adjustments
shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and
whether in cash, securities or other property) for which the record date is prior to the date such
certificate is issued.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	6.	<U>Legends</U>. All certificates evidencing Shares purchased under this Agreement in an
unregistered transaction shall bear the following legend (and such other restrictive legends as are
required or deemed advisable under the provisions of any applicable law):</P>

<BR WP="BR1"><BR WP="BR2">
<P>		THE SHARES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION THEREOF UNDER SUCH ACT OR AN
OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		If, in the opinion of the Company and its counsel, any legend placed on a stock
certificate representing Shares sold under this Agreement is no longer required, the holder of such
certificate shall be entitled to exchange such certificate for a certificate representing the same number
of Shares but without such legend.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	7.	<U>Optionee Bound by Plan</U>.  Optionee hereby acknowledges receipt of a copy of the Plan
and acknowledges that Optionee shall be bound by its terms, regardless of whether such terms have
been set forth in the Agreement.  Notwithstanding the foregoing, if there is an inconsistency between
the terms of the Plan and the terms of this Agreement, Optionee shall be bound by the terms of the
Plan.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	8.	<U>Notices</U>.  Any notice or other communication made in connection with this Agreement
shall be deemed duly given when delivered in person or mailed by certified or registered mail, return
receipt requested, to Optionee at Optionee's address listed above or such other address of which
Optionee shall have advised the Company by similar notice, or to the Company at its then principal
office, to the attention of the Committee.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	9.	<U>Miscellaneous</U>.  This Agreement and the Plan set forth the parties' final and entire
agreement with respect to the subject matter hereof, may not be changed or terminated orally and
shall be governed by and shall be construed in accordance with the laws of the State of Florida
applicable to contracts made and to be performed in Florida. This Agreement shall bind and benefit
Optionee, the heirs, distributees and personal representative of Optionee, and the Company and its
successors and assigns.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	IN WITNESS WHEREOF, the parties have duly executed this Nonqualified Stock Option
Agreement on the date first above written.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>AGRONIX, INC.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>By: __________________________________</P>

<BR WP="BR1"><BR WP="BR2">
<P>Title: ____________________________________</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>OPTIONEE</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>__________________________________</P>

<BR WP="BR1"><BR WP="BR2">
<P>__________________________________<FONT FACE="Times New Roman"></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	</P>

<P><CENTER><STRONG><U>EXHIBIT A</U></STRONG></CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	________________, 20__</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>AGRONIX, Inc.</P>

<P><U>Attention: Stock Program Administrative Committee</U></P>

<P>1666 West 75<SUP>th</SUP> Avenue, 2<SUP>nd</SUP> Floor</P>

<P>Vancouver, BC</P>

<P>Canada V6P 6G2</P>

<BR WP="BR1"><BR WP="BR2">
<P>Dear Sir/Madam:</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Pursuant to the provisions of the Agronix, Inc. Nonqualified Stock Option Agreement, dated
_______________, 20__ (the "Option Agreement"), whereby you have granted me the Option to
purchase up to ________ shares of common stock of Agronix, Inc. (the "Company"), I hereby notify
you that I elect to exercise my option to purchase ________ of the shares covered by the Option at
$________, the price determined in accordance with the Option Agreement.  In full payment of such
price for the shares being purchased hereby, I am delivering to you <U>	</U></P>

<P><U>	</U>.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The undersigned hereby agrees to provide the Company, prior to the receipt of the shares
being purchased hereby, with such representations or certifications or payments that the Company
may require pursuant to the terms of the Plan and the Option Agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Sincerely,</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><U>					</U></P>

<BR WP="BR1"><BR WP="BR2">
<P>Address: <U>				</U></P>

<P><U>					</U></P>

<P><U>					</U></P>

<P><U>					</U></P>

<BR WP="BR1"><BR WP="BR2">
<P>(For notices, reports, dividend checks and communications to shareholders.)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Exhibit  4.4</P>

<P><CENTER><FONT SIZE="+1"><STRONG>AGRONIX, INC.</STRONG></FONT></CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER><U>RESTRICTED SHARES AGREEMENT</U></CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	Agreement dated _________________, between Agronix, Inc., a Florida corporation (the
"Company"), with its principal office at Unit 1, 1666 West 75<SUP>th</SUP> Avenue, 2<SUP>nd</SUP> Floor, Vancouver, B.C.,
Canada V6P 6G2, and _______________________, residing at __________________________
__________________________________ ("Grantee").</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	1.	<U>Grant of Restricted Shares</U>.  The Company hereby grants to Grantee effective as of
_______________ ("Grant Date"), _________ shares ("Restricted Shares") of the Company's
common stock ("Shares").  This grant of Restricted Shares shall be subject to the applicable terms
and conditions set forth below and is being granted pursuant to the Agronix, Inc. Restricted Shares
Plan ("Plan"), which Plan is part of the Agronix, Inc. Stock Compensation Program ("Program").
The capitalized terms in this Agreement shall be defined in the provisions provided under the
Program.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.	<U>Restrictions During Restriction Period</U>.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		a.	<U>Forfeiture</U>.  The Restricted Shares shall be forfeited and transferred to the
Company upon the Grantee's termination of service with the Company and its "Subsidiaries"
(as defined in the Plan) within the "Restriction Period" (as defined below).</P>

<BR WP="BR1"><BR WP="BR2">
<P>		b.	<U>Transfer Restrictions</U>.  None of the Restricted Shares shall be sold, assigned,
pledged, or otherwise transferred, voluntarily or involuntarily, by the Grantee during the
"Restriction Period".</P>

<BR WP="BR1"><BR WP="BR2">
<P>		c.	<U>Restriction Period</U>.  For purposes of this Agreement, the term "Restriction
Period" shall mean the period commencing on the Grant Date and ending on the _____
anniversary of the Grant Date.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		d.	<U>Lapse of Restrictions</U>.  The restrictions set forth in the above portion of this
Section 2 shall lapse and no longer apply upon the earlier of (i) the expiration of the
Restriction Period; (ii) the death of the Grantee; (iii) the termination of service of the Grantee
due to "Disability" (as defined in the Plan); (iv) the occurrence of a "Corporate Transaction"
as described below; (v) the termination of service of the Grantee without "Good Cause"(as
defined below); or (vi) the termination of service of the Grantee with the approval of the
Board of Directors for purposes of the Plan. </P>

<BR WP="BR1"><BR WP="BR2">
<P>		For purposes of this Agreement, the term "Good Cause" shall be deemed to exist if:
(i) the Grantee engages in any act or omission constituting dishonesty against the Company;
(ii)  the Grantee is convicted of, or enters a  pleading of guilty or nolo contendere, to any
felony or any crime involving moral turpitude that may reasonably be expected to have an
adverse impact on the Company's reputation or standing in the community; (iii) the Grantee
engages in the use of alcohol or illegal drugs on the premises of the Company, or reports to
work or being under the influence of alcohol or illegal drugs while at work.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	3.	<U>Issuance of Shares; Registration; Withholding Taxes</U>.  As part of the grant under this
Agreement, certificates for the Restricted Shares shall be issued in the Grantee's name and shall be
held in escrow by the Company until all restrictions lapse or such shares are forfeited as provided
herein.  A certificate or certificates representing the Restricted Shares as to which restrictions have
lapsed shall be delivered to the Grantee upon such lapse.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		The Company may postpone the issuance or delivery of the Shares until (i) the
completion of registration or other qualification of such Shares or transaction under any state or
federal law, rule or regulation, or any listing on any securities exchange, as the Company shall
determine to be necessary or desirable; (ii) the receipt by the Company of such written
representations or other documentation as the Company deems necessary to establish compliance
with all applicable laws, rules and regulations, including applicable federal and state securities laws
and listing requirements, if any; and (iii) the payment to the Company, upon its demand, of any
amount requested by the Company to satisfy any federal, state or other governmental withholding
tax requirements related to the issuance or delivery of the Shares.  Grantee shall comply with any
and all legal requirements relating to Grantee's resale or other disposition of any Shares acquired
under this Agreement.  The certificates representing the Shares may bear such legend as described
in Section 6 and as counsel to the Company otherwise deems appropriate to assure compliance with
applicable law.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	4.	<U>Changes in Capitalization; Reorganization</U>.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		a.	<U>Adjustments</U>.  The number of Restricted Shares shall be adjusted
proportionately for any increase or decrease in the number of issued shares of Common
Stock by reason of stock dividends, split-ups, recapitalizations,  or other capital adjustments.
Notwithstanding the foregoing, (i) no adjustment shall be made, unless the Committee
determines otherwise, if the aggregate effect of all such increases and decreases occurring
in any fiscal year is to increase or decrease the number of issued shares by less than five
percent (5%) and  (ii) any right to fractional shares resulting from any such adjustment shall
be eliminated.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		b.	<U>Corporate Transactions</U>.  Pursuant to Article 13 of the Program, in the event
of (i) a dissolution or liquidation of the Company, (ii) merger or consolidation or
reorganization of the Company in which the Company is not the surviving corporation, (iii)
a merger or consolidation or reorganization in which the Company is the surviving
corporation but after which the shareholders cease to own their shares in the Company, (iv)
the sale of substantially all of the assets of the Company, (v) the acquisition, sale, or transfer
of more than fifty percent (50%) of the outstanding shares of the Company (herein referring
to (i) through (v) as "Corporate Transaction"), or (vi) the Board of Directors of the Company
proposes that the Company enter into a Corporate Transaction, then the Committee may in
its discretion accelerate the dates upon which any or all outstanding restrictions on the
Restricted Shares granted to Grantee shall lapse.</P>

<BR WP="BR1"><BR WP="BR2">
<P>			Whenever deemed appropriate by the Committee, any action referred to in this
Section 4(b) may be made conditional upon the consummation of the applicable Corporate
Transaction.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		c.	<U>Committee Determination</U>.  Any adjustments or other action pursuant to this
Section 4 shall be made by the Committee, and the Committee's determination as to what
adjustments shall be made or actions taken, and the extent thereof, shall be final and binding.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	5.	<U>Rights as Shareholder</U>.  The Grantee shall be entitled to all of the rights of a
shareholder  with respect to the Restricted Shares, including the right to vote such Shares and to
receive dividends and other distributions (not including Share adjustments as described in Section
4(a) above) payable with respect to such Shares since the Grant Date. </P>

<BR WP="BR1"><BR WP="BR2">
<P>	6.	<U>Legends</U>.  All certificates evidencing Shares purchased under this Agreement in an
unregistered transaction shall bear the following legend (and such other restrictive legends as are
required or deemed advisable under the provisions of any applicable law):</P>

<BR WP="BR1"><BR WP="BR2">
<P>	THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION
OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
THAT SUCH REGISTRATION IS NOT REQUIRED.  THE TRANSFERABILITY
OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) OF THE AGRONIX, INC. RESTRICTED SHARE PLAN AND
RESTRICTED SHARE AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND AGRONIX, INC. COPIES OF SUCH PLAN AND
AGREEMENT ARE ON FILE IN THE OFFICES OF AGRONIX, INC.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		If, in the opinion of the Company and its counsel, any legend placed on a stock
certificate representing Shares sold under this Agreement is no longer required, the Grantee under
such certificate shall be entitled to exchange such certificate for a certificate representing the same
number of Shares but without such legend.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	7.	<U>Grantee Bound by Plan</U>.  Grantee hereby acknowledges receipt of a copy of the Plan
and acknowledges that Grantee shall be bound by its terms, regardless of whether such terms have
been set forth in the Agreement.  Notwithstanding the foregoing, if there is an inconsistency between
the terms of the Plan and the terms of this Agreement, Grantee shall be bound by the terms of the
Plan.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	8.	<U>Notices</U>.  Any notice or other communication made in connection with this Agreement
shall be deemed duly given when delivered in person or mailed by certified or registered mail, return
receipt requested, to Grantee at Grantee's address listed above or such other address of which
Grantee shall have advised the Company by similar notice, or to the Company at its then principal
office, to the attention of the Committee.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	9.	<U>Miscellaneous</U>.  This Agreement and the Plan set forth the parties' final and entire
agreement with respect to the subject matter hereof, may not be changed or terminated orally and
shall be governed by and shall be construed in accordance with the laws of the State of Florida,
United States of America, despite the fact that one or both parties may be or shall become a resident
of a different state or country.  This Agreement shall bind and benefit Grantee, the heirs, distributees
and personal representative of Grantee, and the Company and its successors and assigns.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first
above written.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>AGRONIX, INC.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>By: _________________________________</P>

<BR WP="BR1"><BR WP="BR2">
<P>Title: ________________________________</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>GRANTEE</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>__________________________________</P>

<BR WP="BR1"><BR WP="BR2">
<P>__________________________________<FONT FACE="Times New Roman"></FONT></P>

<P><FONT FACE="Times New Roman">	</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">EXHIBIT 5.1</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Gary S. Joiner</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Frascona Joiner Goodman and Greenstein, P.C.</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">4750 Table Mesa Drive</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Boulder, CO 80305</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman"> Phone: (303) 494-3000</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Facsimile:  (949) 494-6309</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P>May 29, 2002</P>

<BR WP="BR1"><BR WP="BR2">
<P>Agronix, Inc.</P>

<P><FONT FACE="Times New Roman">1666 West 75<SUP>th</SUP> Avenue</FONT></P>

<P><FONT FACE="Times New Roman">Vancouver, B.C.</FONT></P>

<P><FONT FACE="Times New Roman">Canada</FONT> V6P 6G2</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Re:  Registration Statement on Form S-8</P>

<BR WP="BR1"><BR WP="BR2">
<P>Ladies and Gentlemen:</P>

<BR WP="BR1"><BR WP="BR2">
<P>	At your request, we have examined the Registration Statement on Form S-8 (the
"Registration Statement") as proposed to be filed by you with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933, as amended, of
the offer and sale or resale of up to 3,000,000 shares of Common Stock, no par value per share
(the "Common Stock"), of Agronix, Inc., a Florida corporation (the "Company"), upon the
exercise of options previously granted or to be granted for the purchase of Common Stock and
for the resale of Common Stock previously granted or to be granted, all pursuant to the
Companys Stock Compensation Plan.  We have further examined the proceedings that you have
previously taken and are familiar with the additional proceedings proposed to be taken in
connection with the authorization, issuance, and sale of the Common Stock.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Subject to compliance with applicable state securities and "Blue Sky" laws, we are of the
opinion that the Common Stock, upon issuance and sale (or resale, if applicable) , in the manner
described in the Registration Statement, will be (or has been and is, if applicable), legally issued
and fully paid, and will (or does, if applicable) constitute nonassessable securities of the
Company.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	We consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to
the use of our name in the Prospectus constituting a part thereof.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Very truly yours, </P>

<P>/S/ GARY S. JOINER </P>

<P>FRASCONA JOINER GOODMAN AND GREENSTEIN, P.C.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>EXHIBIT 23.1</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>[Grant Thornton LLP Letterhead]</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">We have issued our reports dated March 5, 2002 accompanying the financial statements of Agronix,
Inc. appearing in the 2001 Annual Report of the Company to its shareholders and accompanying the
schedules included in the Annual Report on Form 10-KSB for the year ended December 31, 2001
and for the period from inception (January 20, 2000) to December 31, 2001, which are incorporated
by reference in this Registration Statement.  We consent to the incorporation by reference in the
Registration Statement of the aforementioned reports and to the use of our name as it appears under
the caption "Experts."</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Vancouver, Canada	/s/ Grant Thornton LLP</FONT></P>

<P><FONT FACE="Times New Roman">May 28, 2002	Chartered Accountants</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1"></FONT><FONT FACE="Times New Roman" SIZE="-1"> </FONT></P>

<P> </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Exhibit 23.2</P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Gary S. Joiner</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Frascona Joiner Goodman and Greenstein, P.C.</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">4750 Table Mesa Drive</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Boulder, CO 80305</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman"> Phone: (303) 494-3000</FONT></P>

<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Facsimile:  (949) 494-6309</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P>May 29, 2002</P>

<BR WP="BR1"><BR WP="BR2">
<P>Agronix, Inc.<FONT FACE="Times New Roman"></FONT></P>

<P><FONT FACE="Times New Roman">1666 West 75<SUP>th</SUP> Avenue, 2<SUP>nd</SUP> Floor</FONT></P>

<P><FONT FACE="Times New Roman">Vancouver, BC</FONT></P>

<P><FONT FACE="Times New Roman">Canada V6P 6G2</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">          Re:  Registration Statement on Form S-8</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Ladies and Gentlemen:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">          At your request, we have examined the Registration Statement on Form S-8 (the
"Registration Statement") as proposed to be filed by you with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933, as amended, of
the offer and sale or resale of up to 3,000,000 shares of Common Stock, no par value per share
(the "Common Stock"), of Agronix, Inc., a Florida corporation (the "Company"), upon the
exercise of options previously granted or to be granted for the purchase of Common Stock and
for the resale of Common Stock previously granted or to be granted, all pursuant to the
Companys Stock Compensation Plan.  We have further examined the proceedings that you have
previously taken and are familiar with the additional proceedings proposed to be taken in
connection with the authorization, issuance, and sale of the Common Stock.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">       Subject to compliance with applicable state securities and "Blue Sky" laws, we are of the
opinion that the Common Stock, upon issuance and sale (or resale, if applicable) , in the manner
described in the Registration Statement, will be (or has been and is, if applicable), legally issued
and fully paid, and will (or does, if applicable) constitute nonassessable securities of the
Company.</FONT></P>

<P><FONT FACE="Times New Roman"> </FONT></P>

<P><FONT FACE="Times New Roman">         We consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the
use of our name in the Prospectus constituting a part thereof.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Very truly yours, </FONT></P>

<P><FONT FACE="Times New Roman">/S/ GARY S. JOINER </FONT></P>

<P><FONT FACE="Times New Roman">FRASCONA JOINER GOODMAN AND GREENSTEIN, P.C</FONT>.</P>

</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "agrons8.htm", "secsgml_size_bytes": 128042}, {"type": "S-8", "sequence": "3", "filename": "agrons8.pdf", "secsgml_size_bytes": 96543}]
{"company-data": {"conformed-name": "AGRONIX INC", "cik": "0001113546", "assigned-sic": "6770", "irs-number": "134025362", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89634", "film-number": "02668595"}, "business-address": {"street1": "1666 WEST 75TH AVE. - 2ND FL.", "street2": "VANCOUVER, BC.", "city": "CANADA", "state": "A0", "zip": "V6P 6G2", "phone": "(604) 714-1606"}, "mail-address": {"street1": "1666 WEST 75TH AVE. - 2ND FL.", "street2": "VANCOUVER, BC.", "city": "CANADA", "state": "A0", "zip": "V6P 6G2"}, "former-company": {"former-conformed-name": "RCA TRADING CO INC", "date-changed": "20000504"}}
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AGRONIX, INC.
(Exact name of Registrant as specified in its charter)
Florida
0-15893
13-4025362
(State or other jurisdiction of
incorporation)
(Commission File
Number)
(IRS Employer Identification
Number)
1666 West 75
th
Avenue
Vancouver, B.C., Canada
V6P 6G2
(Address of principal executive offices)
(Zip Code)
STOCK COMPENSATION PROGRAM
(Full title of Amended Plan)
Brian Hauff
Agronix, Inc.
1666 West 75
th
Avenue
Vancouver, B.C., Canada
V6P 6G2
(Name and address of agent for service)
(604) 714-1606
(Telephone number, including area code, of agent for service)
Copy To:
Gary S. Joiner
Frascona Joiner Goodman and Greenstein, P.C.
4750 Table Mesa Drive
Boulder, CO 80305
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
Amount to be
registered
(1)
Proposed maximum
offering price per
share
(2)
Proposed maximum
aggregate offeringprice
Common stock, no par value
3,000,000 shares
$1.00
$3,000,000
(1)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933 as amended (the
"Securities Act") , this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan(s) described herein.
(2)
Estimated pursuant to Rule 457 (h) (1) under the Securities Act, solely for the purpose of
calculating the registration fee, based on the price at which the options maybe exercised or the
shares were granted.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1.  PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.*
* The document(s) containing the information specified in Part I of Form S-8 will be sent or
given to participants as specified by Rule 428(b) (1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act"). Such
document(s) are not being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 2 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by the Company with the Commission
are hereby incorporated by reference into this Registration Statement:
The Companys Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001 (the "Annual Report") filed by the Company (SEC File No.
0-15893
) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), with the Commission on June 14, 2001.
(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 Annual Report referred to in (a)
above.
(c)	The description of the Companys Common Stock set forth under the caption
"Description of Securities" in its 10-SB Registration Statement filed with the
Commission on May 17, 2000, is hereby incorporated by reference.
All of the above documents and documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 incorporated by
reference into this Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part hereof (the
"Prospectus") to the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by reference herein
or therein modifies or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.
All documents incorporated by reference herein will be made available to all participants in the
Stock Compensation Program without charge, upon written or oral request. Other documents
required to be delivered to participants pursuant to Rule 428(b) (1) under the Securities Act of
1933 are also available without charge, upon written or oral request. All requests for documents
shall be directed to:
Agronix, Inc.
c/o Gary S. Joiner
Frascona Joiner Goodman and Greenstein, P.C.
4750 Table Mesa Drive
Boulder, Colorado
(303) 494-3000
ITEM 4. 	DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. 	INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6.	 INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation and Bylaws do not include provisions requiring
the Company to provide indemnification for officers, directors, and other persons.  However,
under the terms of the Florida Business Corporation Act, the Company has the power to
indemnify any person who is or was a party to any proceeding by reason of the fact that he or she
is or was serving as an officer, director, employee or agent of the Company.  The Company may
not provide such indemnification unless the person seeking it acted in good faith, and in a
manner he or she reasonably believed to be in, or not opposed to, the best interests of the
Company and, with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
At the present time, the Company does not have any officer-director liability insurance,
nor does it have indemnification agreements with any of its directors, officers, employees or
agents.
ITEM 7. 	EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. 	EXHIBITS.
See the Exhibit Index following the signature page in this Registration Statement, which
Exhibit Index is incorporated herein by reference.
ITEM 9. 	UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are  being made, a post-effective amendment to this Registration Statement to: (i) include any prospectus required by
Section 10(a) (2) of the Securities Act; (ii) reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and (iii) 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 provisions (i) and (ii)
of this undertaking do not apply if 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 Company pursuant to the Exchange Act that are incorporated by reference
into the Registration Statement;
(2)  That, for the purpose of determining any liability under the Securities Act,
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; and
(3)  To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the Companys annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual
report pursuant to Section 15 (d) of the Exchange Act) 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 may be
permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and, is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or controlling person
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 Company 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.
SIGNATURES
The Registrant: Pursuant to the requirements of the Securities Act of 1933, the registrant 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 authorized.
AGRONIX, INC.
By: /S/ BRIAN HAUFF
Brian Hauff, President, Chief Executive Officer and Director
By:/S/ PETER BARNETT
Peter Barnett, Director
By:/S/ PETER DRUMMOND
Peter Drummond
By:/S/ HENRI  DINEL
Henri Dinel, Director
Date: May 30, 2002
AGRONIX, INC.
EXHIBIT INDEX TO
FORM S-8 REGISTRATION STATEMENT
EXHIBIT NO.
DESCRIPTION
4.1
Stock Compensation Program
4.2
Incentive Stock Option Agreement
4.3
Nonqualified Stock Option Agreement
4.4
Restricted Shares Agreement
5.1
Opinion of Gary S. Joiner
23.1
Consent of
Grant Thornton, LLP
23.2
Consent of Gary S. Joiner
Exhibit 4.1
AGRONIX, INC.
STOCK COMPENSATION PROGRAM
Purpose.
This Stock Compensation Program (this "Program") is established by Agronix,
Inc. (the "Company").  The purposes of this Program are (a) to ensure the retention of the services
of existing executive personnel, key employees, and directors of the Company or its affiliates; (b)
to attract and retain competent new executive personnel, key employees, and directors; (c) to provide
incentive to all such personnel, employees and directors to devote their utmost effort and skill to the
advancement and betterment of the Company, by permitting them to participate in the ownership of
the Company and thereby in the success and increased value of the Company; and (d) to allow
vendors, service providers, consultants, business associates, strategic partners, and others with, or
that the Board of Directors anticipates will have, an important business relationship with the
Company or its affiliates, the opportunity to participate in the ownership of the Company and thereby
to have an interest in the success and increased value of the Company.
Elements of the Program.
In order to maintain flexibility in the award of stock benefits, the
Program constitutes a single "omnibus" plan, but is composed of three parts.  The first part is the
Qualified Incentive Stock Option Plan (the "ISO Plan") which provides grants of qualified incentive
stock options ("ISOs").  The second part is the Nonqualified Stock Option Plan ("NQSO Plan")
which provides grants of nonqualified stock options ("NQSOs").  The third part is the Restricted
Shares Plan ("Restricted Shares Plan") which provides grants of restricted shares of Company
common stock ("Restricted Shares").  The ISO Plan, the NQSO Plan and the Restricted Shares Plan
respectively comprise Plan I, Plan II and Plan III of the Program.  (The grant of ISOs, NQSOs, and
Restricted Shares shall herein be referred to as "Awards.")
Applicability of General Provisions.
Unless any Plan specifically indicates to the contrary,
all Plans shall be subject to the General Provisions of the Stock Compensation Program set forth
below, and references to the Program could also mean reference to the Plans.
GENERAL PROVISIONS OF THE STOCK COMPENSATION PROGRAM
Article 1.	Administration
.  The Program shall be administered by a committee
("Committee") consisting of not less than two directors of the Company as designated by the Board
of Directors of the Company ("Board").  The Board may from time to time remove members from
the Committee, fill all vacancies in the Committee, however caused, and may select one of the
members of the Committee as its Chairman.  Any action of the Committee shall be taken by a
majority vote or the unanimous written consent of the Committee members.  The Committee shall
hold meetings at such times and places as it may determine, shall keep minutes of its meetings, and
shall adopt, amend, and revoke such rules and procedures as it may deem appropriate with respect
to the Program.
Notwithstanding any other provision of the Program (and without limiting the
Committee's authority), in connection with any action concerning grants of Awards to or
transactions by "Insiders," the Committee may adopt such procedures as its deems necessary or
desirable to assure the availability of exemptions from Section 16 of the Securities Exchange Act
of 1934 afforded by Rule 16b-3 thereunder or any successor rule.  Without limiting the foregoing,
in connection with approval of any transaction by an "Insider" involving a grant, award or other
acquisition from the Company, or involving the disposition to the Company of the Company's equity
securities, the Committee may delegate its approval authority to a subcommittee thereof comprised
of two or more "Non-Employee Directors" (as defined in Rule 16b-3), or take action by the
affirmative vote of two or more Non-Employee Directors (with all other members of the Committee
abstaining or recusing themselves from participating in the matter), or refer the matter to the full
Board of Directors for action.  For this purpose, an "Insider" shall mean an individual who is, on the
relevant date, a specifically identified officer, director, or 10% beneficial owner of the Company, as
defined under Section 16 of the Securities Exchange Act of 1934.
Article 2.	Authority of Committee
.  Subject to the other provisions of this Program, and
with a view to effecting its purpose, the Committee shall have the sole authority, in its absolute
discretion: (a) to construe and interpret the Program; (b) to define the terms used herein; (c) to
determine, to the extent not provided by the Program or the relevant Plan, the terms and conditions
of Options and Restricted Shares granted pursuant to the terms of the Program; and (d) to make all
other determinations necessary or advisable for the administration of the Program and to do all things
necessary or desirable for the administration of the Program.  All decisions, determinations, and
interpretations made by the Committee shall be binding and conclusive on all affected individuals
having an interest in the Program and on their legal representatives, heirs and beneficiaries.
Article 3.	Maximum Number of Shares Subject to the Program
.  The shares of common
stock which may be issued under the Program shall be the authorized and unissued, $0.001 par value
common stock of the Company (the "Common Stock").  The maximum aggregate number of shares
of Common Stock which may be issued under the Program shall be 3,000,000 shares.  No individual
may be granted Awards during any one fiscal year for the amount of more than 100,000 shares of
Common Stock. The shares of Common Stock to be issued upon exercise of an Option or issued as
Restricted Shares may be authorized but unissued shares or shares reacquired by the Company.  If
any of the Options granted under the Program expire or terminate for any reason before they have
been exercised in full, the unpurchased shares subject to those expired or terminated Options shall
cease to reduce the number of shares available for purposes of the Program.  If the conditions
associated with the grant of Restricted Shares are not achieved within the period specified for
satisfaction of the applicable conditions, or if the Restricted Shares grant terminates for any reason
before the date on which the conditions must be satisfied, the shares of Common Stock associated
with such Restricted Shares shall cease to reduce the number of shares available for purposes of the
Program.  The proceeds received by the Company from the sale of its Common Stock pursuant to
the exercise of Options or transfer of Restricted Shares under the Program, if in the form of cash,
shall be added to the Company's general funds and used for general corporate purposes.
Article 4.	Eligibility and Participation
.  Officers, employees, directors (whether
employee directors or nonemployee directors), and independent contractors or agents of the
Company or its subsidiaries ("Subsidiaries") who are responsible for or contribute to the
management, growth, or profitability of the business of the Company or its Subsidiaries shall be
eligible to participate in the Program to the extent designated by the Committee in its sole and
complete discretion ("Participants").  However, ISOs may be granted under the ISO Plan only to a
person who is an employee of the Company or its Subsidiaries.  The grant of ISOs and NQSOs to
a Participant shall be the grant of separate options and each ISO and each NQSO shall be specifically
designated as such in accordance with applicable provisions of the Treasury regulations.  A person
may be granted multiple Awards under the Program.
For purposes of this Program, the term "Subsidiary" shall mean any
corporation (other than the Company) in an unbroken chain of corporations beginning with the
Company, if each of the corporations other than the last corporation in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.  A corporation that attains the status of a Subsidiary on a date
after the adoption of the Program shall be considered a Subsidiary commencing as of such date.
Article 5.	Effective Date and Term of Program
.  The Program shall become effective
upon its adoption by the Board of Directors of the Company subject to approval of the Program by
a majority of the stockholders of the Company voting in person or by proxy at a meeting of the
stockholders or by unanimous written consent, which approval must be obtained within 12 months
following adoption of the Program by the Board of Directors.  However, Options and Restricted
Shares may be granted under this Program prior to obtaining stockholder approval of the Program,
but any such Options or Restricted Shares shall be contingent upon such stockholder approval being
obtained and may not be exercised prior to such approval.  The Program shall continue in effect for
a term of 10 years unless sooner terminated under Article 7 of these General Provisions.
Article 6.	Adjustments
.  If the then outstanding shares of Common Stock are increased,
decreased, changed or exchanged for a different number or kind of shares or securities through
merger, consolidation, combination, exchange of shares, other reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, then an appropriate and
proportionate adjustment shall be made in the maximum number and kind of shares or securities as
to which Options and Restricted Shares may be granted under this Program.  A corresponding
adjustment changing the number and kind of shares or securities allocated to unexercised Options,
Restricted Shares, or portions thereof, which shall have been granted prior to any such change, shall
likewise be made.  Any such adjustment in outstanding Options shall be made without change in the
aggregate purchase price applicable to the unexercised portion of the Option, but with a
corresponding adjustment in the price for each share or other unit of any security covered by the
Option.
Article 7.	Termination and Amendment of the Program
.  The Program shall terminate
at the end of the term of the Program as described in Article 5.  No Options or Restricted Shares shall
be granted under the Program after the effective date of such termination.  	Further, subject to the
limitation contained in Article 8 of these General Provisions, the Board of Directors may, at any time
and without further approval of the Company's stockholders, terminate or suspend the Program or
amend or revise its terms, including the form and substance of the Option and Restricted Share
agreements used for the administration of the Program.  However, unless the approval by the
stockholders of the Company representing a majority of the voting power (as contained in Article
5 of these General Provisions) is obtained, no amendment or revision shall (a) increase the maximum
aggregate number of shares that may be sold or distributed pursuant to Options or Restricted Shares
granted under this Program, except as permitted under Article 6 of these General Provisions; (b)
change the minimum purchase price for shares under Section 4 of the ISO Plan and the NQSO Plan;
(c) increase the maximum term established under a Plan for any Option or Restricted Shares; (d)
permit the granting of an Option or Restricted Share to anyone other than as provided in Article 4
of these General Provisions; or (e) change the term of the Program as described in Article 5 of these
General Provisions.
Article 8.	Prior Rights and Obligations
.  No termination, suspension, or amendment of
the Program shall, without the consent of the Participant who has received an Option or Restricted
Share, alter or impair any of that person's rights or obligations under the Option or Restricted Share
grant under the Program prior to that termination, suspension, or amendment without the written
consent of the Participant.  The Committee may modify, extend, or renew outstanding Options or
Restricted Shares and authorize the grant of new Options or Restricted Shares in substitution
therefor, provided that any action may not, without the written consent of a Participant, impair any
of such Participant's rights under any Option or Restricted Share.  Any outstanding ISO that is
modified, extended, renewed, or otherwise altered will be treated in accordance with Section 424(h)
of the Internal Revenue Code of 1986, as amended (the "Code").
Article 9.	Privileges of Stock Ownership
.  Notwithstanding the exercise of any Option
granted pursuant to the terms of this Program or the achievement of any conditions specified in any
Restricted Share grant pursuant to the terms of this Program, no Participant shall have any of the
rights or privileges of a stockholder of the company with respect to any shares of Common Stock
issuable upon the exercise of his or her Option or the satisfaction of his or her Restricted Share
conditions until certificates representing the shares have been issued and delivered.  No shares shall
be required to be issued and delivered upon exercise of any Option or satisfaction of any conditions
with respect to a Restricted Share unless and until all of the requirements of law and of all regulatory
agencies having jurisdiction over the issuance and delivery of the securities shall have been fully
complied with.
Article 10.	Reservation of Shares of Common Stock
.  The Company, during the term of
this Program, shall at all times reserve and keep available such number of shares of its Common
Stock as shall be sufficient to satisfy the requirements of the Program.  In addition, the Company
shall from time to time, as is necessary to accomplish the purposes of this Program, seek or obtain
from any regulatory agency having jurisdiction any requisite authority in order to issue and sell
shares of Common Stock hereunder.  The inability of the Company to obtain from any regulatory
agency the authority deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Common Stock hereunder shall relieve the Company of any liability in respect of the
failure to issue or sell the stock for which the requisite authority was not obtained.
Article 11.	Tax Withholding
.  The exercise of any Option or delivery of any Restricted
Share granted under this Program is subject to the condition that if at any time the Company shall
determine, in its discretion, that the satisfaction of withholding tax or other withholding liabilities
under any state or federal law is necessary or desirable as a condition to, or in connection with, such
exercise or the delivery or purchase of shares, then in such event, the exercise of the Option or
Restricted Share shall not be effective unless such withholding shall have been effected or obtained
in a manner acceptable to the Company.
Article 12.	Compliance with Securities Laws
.  Shares of Common Stock shall not be
issued with respect to any Option or Restricted Share under the Program unless the issuance and
delivery of those shares shall comply will all relevant provisions of state and federal law including,
without limitation, the Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the Company with respect to such
compliance.  The Committee may also require an individual to furnish evidence satisfactory to the
Company, including a written and signed representation letter and consent to be bound by any
transfer restriction imposed by law, legend, condition, or otherwise, that the shares are being
purchased only for investment and without any present intention to sell or distribute the shares in
violation of any state or federal law, rule or regulation.  Further, an individual shall consent to the
imposition of a legend on the shares of Common Stock relating to his or her Option or Restricted
Share restricting their transferability as required by law or by this Article 12.
Notwithstanding any other provision set forth in the Program, if required by
the then current Section 16 of the Securities Exchange Act of 1934, any "derivative security" or
"equity security" offered pursuant to the Program to any Insider may not be sold or transferred for
at least six months after the date of grant of such Award.  The terms "equity security" and "derivative
security" shall have the meanings ascribed to them in the then current Rule 16(a) under the Securities
Exchange Act of 1934.
Article 13.	Corporate Transactions
.  In the event of (a) a dissolution or liquidation of the
Company, (b) merger or consolidation in which the Company is not the surviving corporation (other
than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no substantial change in the
stockholders of the company or their relative stock holdings and the Awards granted under this Plan
are assumed, converted, or replaced by the successor corporation, which assumption is binding on
all Participants), (c) merger in which the Company is the surviving corporation but after which the
stockholders of the Company immediately prior to such merger (other than any stockholder that
merges, or which owns or controls another corporation that merges with the Company in such
merger) cease to own their shares or other equity interest in the Company, (d) the sale of
substantially all of the assets of the Company, or (e) the acquisition, sale, or transfer of more than
50% of the outstanding shares of the Company by tender offer or similar transaction, then any or all
outstanding Awards may be assumed, converted or replaced by the successor corporation (if any),
which assumption, conversion, or replacement shall be binding on all Participants.  In the alternative,
the successor corporation may substitute equivalent Awards or provide substantially similar
consideration to Participants as was provided to stockholders (after taking into account the existing
provisions of the Awards).  The successor corporation may also issue, in place of outstanding shares
of the Company held by the Participant, substantially similar shares or other property subject to
repurchase restrictions no less favorable to the Participant.
In the event such successor corporation (if any) refuses to assume or substitute
Awards as provided above pursuant to a transaction described in this Article 13, such Awards shall
expire on such transaction at such time and on such conditions as the Committee may determine in
its sole and complete discretion.  In any case, notwithstanding anything in this Program to the
contrary, the Committee may, in its sole and complete discretion, provide that the vesting (that is,
full exercisability in the case of Options, and full nonforfeitability and elimination of all conditions
to full ownership in the case of Restricted Shares) shall accelerate into full vesting upon a transaction
described in this Article 13.  If the Committee exercises such discretion with respect to an Award,
such full vesting shall occur prior to the consummation of such event at such time and on such
conditions as the Committee determines.
Without limiting the foregoing, if the Company or any Subsidiary is a party to a
merger, consolidation, reorganization, share exchange, acquisition of stock or assets, or similar
transaction, the Committee may grant Awards hereunder in connection with the assumption,
substitution, or conversion by the Company or its subsidiaries of similar stock compensation awards
that have been issued by another party to such transaction, and the Board may amend the Plan, or
adopt supplements to the Plan, in such manner as it deems appropriate to provide for such
assumption, substitution, or conversion, all without further action by the Company's shareholders.
Article 14.	Governing Law.
The provisions of this Program and the Awards
hereunder shall be governed by and interpreted in accordance with the laws of the State of Florida,
United States of America, without regard to any applicable conflicts of law and without regard to
the fact that any party is or may become a resident of a different state or county.
PLAN I
AGRONIX, INC.
INCENTIVE STOCK OPTION PLAN
Section 1.	Purpose
.  The purpose of this Agronix, Inc.,  Incentive Stock Option Plan
("Plan") is to provide for the grant of options which shall qualify as qualified "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
("Code").  This Plan is Part I of the Company's Stock Compensation Program ("Program").  Unless
any provision herein indicates to the contrary, this Plan shall be subject to the General Provisions
of the Program.
Section 2.	Option Terms and Conditions
.  Each ISO shall be evidenced by an ISO
agreement between the grantee ("Optionee") and the Company.  The terms and conditions of  ISOs
granted under the Plan shall be determined by the Committee in its sole and complete discretion.
Each ISO shall be subject to all applicable terms and conditions of the Plan and may be subject to
other terms and conditions which are not inconsistent with the Plan.  The terms and conditions may
differ as between ISOs.
Section 3.	Duration of Options
.  Each ISO shall expire on the date determined by the
Committee, but in no event shall any ISO granted under the Plan expire later than 10 years from the
date on which the ISO is granted.  However, notwithstanding the above portion of this Section 3, if
at the time the ISO is granted the Optionee owns or would be considered to own by reason of Code
Section 424(d) more than 10% of the total combined voting power of all classes of stock of the
Company or its subsidiaries, such ISO shall expire not more than 5 years from the date the ISO is
granted.  In addition, each ISO shall be subject to earlier termination as provided in the Plan.  The
date of grant of an ISO shall be the date on which the Committee makes the determination to grant
such ISO, unless otherwise specified by the Committee.
Section 4.	Exercise  Price
.  The exercise price ("Exercise Price") for shares of Common
Stock subject to any ISO,  shall not be less than the fair market value of the shares at the time of the
grant of the ISO.  Fair market value ("Fair Market Value") shall be determined by the Committee
on the basis of such factors as it deems appropriate, including a determination of Fair Market Value
based on an independent appraisal by a person who customarily makes such appraisals.  When
Common Stock is publicly traded but not listed on an established stock exchange, Fair Market Value
shall mean the mean between the closing dealer "bid" and "ask" prices for the shares as quoted on
the OTCBB or such other exchange on which the Company's shares are approved for trading on the
date of the determination, and if no "bid" and "ask" prices are quoted for such date, Fair Market
Value shall be determined by reference to such prices on the next preceding date on which such
prices were quoted.  When Common Stock is publicly traded and listed on an established stock
exchange (or exchanges), Fair Market Value shall mean the highest closing price of a share on such
stock exchange (or exchanges), and if no sale of shares has been made on any stock exchange on that
day, Fair Market Value shall be determined by reference to such price for the next preceding day on
which a sale has occurred.  Notwithstanding the above portion of this Section 4, if at the time an ISO
is granted the Optionee owns or would be considered to own by reason of Code Section 424(d) more
than 10% of the total combined voting power of all classes of stock of the Company or its
subsidiaries, the Exercise Price of the shares covered by such ISO shall not be less than 110% of the
Fair Market Value shares of Common Stock on the date the ISO is granted.
Section 5.	Maximum Amount of Options Exercisable in Any Calendar Year
.
Notwithstanding any other provision of this Plan the aggregate Fair Market Value (determined at the
time of the grant) of the Common Stock with respect to which  ISOs become exercisable for the first
time by any employee during any calendar year under all qualified incentive stock option plans of
the Company and its subsidiaries shall not exceed $100,000.  If the Fair Market Value of the
Common Stock with respect to which ISOs become exercisable for the first time by any employee
during any calendar year exceeds $100,000, then the Options for the First $100,000 worth of shares
shall be deemed to be ISOs, and the Options for the amount in excess shall be deemed to be NQSOs.
In the event that the Code or underlying regulations provide for a different limitation on the Fair
Market Value permitted to be subject to ISO treatment, such different limitation shall automatically
be incorporated and applied herein.
Section 6.	Exercise of Options
.  An ISO shall be exercisable at the times or upon the
events determined by the Committee as set forth in the ISO agreement governing such ISO.  Each
ISO shall be exercisable in one or more installments during its term, and the right to exercise may
be cumulative as determined by the Committee.  No ISO may be exercised for a fraction of a share
of Common Stock.  The person exercising an ISO may do so only by written notice of exercise
delivered to the Committee, in such form as the Committee prescribes or approves from time to time,
specifying the number of shares to be purchased and accompanied by a tender of the Exercise Price
for those shares.  The Exercise Price of any shares purchased shall be paid in full in cash or by
certified or cashier's check payable to the order of the Company, or by shares of Common Stock if
permitted by the Committee, or by a full recourse promissory note if permitted by the Committee,
or by a combination of these means, at the time of exercise of the ISO.
If any portion of the Exercise Price is paid in shares of Common Stock, those
shares shall be tendered at their then Fair Market Value as determined by the Committee in
accordance with Section 4 of this Plan.  As permitted by the Committee, payment in shares of
Common Stock shall include the automatic application of shares of Common Stock received upon
exercise of an ISO to satisfy the Exercise Price for the ISO or additional ISOs.
If any portion of the Exercise Price is paid with a full-recourse promissory
note, the Company Stock shall be pledged as security for the payment of the principal amount of the
promissory note and interest thereon.  The interest rate payable under the terms of the promissory
note shall not be less than the minimum rate required to avoid the imputation of additional interest
under the Code.  Subject to the foregoing, the Committee at its sole discretion shall specify the term,
interest rate, amortization requirements and other provisions of such note.
Section 7.	Employment of Optionee
.  Each Optionee, if requested by the Committee,
must agree in writing as a condition of receiving his or her ISO, that he or she will remain in the
employment of the Company or any Subsidiary following the date of the granting of that option for
a period specified by the Committee.  Nothing in the Plan nor in any ISO granted hereunder shall
confer upon any Optionee any right to continued employment by the Company or any Subsidiary or
limit in any way the right of the Company or any Subsidiary at any time to terminate or alter the
terms of that employment.
Section 8.	Option Rights Upon Termination of Employment
.  If an Optionee ceases to
be employed by the Company or any Subsidiary for any reason other than death or disability, his or
her ISO shall immediately terminate, provided, however, that the Committee  may, in its discretion,
allow the ISO to be exercised, to the extent exercisable on the date of termination of employment,
at any time within three months after the date of termination of employment, unless either the Option
or the Plan otherwise provides for earlier termination.
Section 9.	Option Rights Upon Disability
.  If an Optionee becomes disabled within the
meaning of Code Section 22(e)(3) while employed by the Company or any Subsidiary, his or her ISO
shall immediately terminate, provided, however, that the Committee may, in its discretion, allow the
ISO to be exercised, to the extent exercisable on the date of termination of employment due to
disability, at any time within one year after the date of termination of employment due to disability,
unless either the ISO or the Plan otherwise provides for earlier termination.
Section 10.	Option Rights Upon Death of Optionee
.  Except as otherwise limited by the
Committee at the time of the grant of an ISO, if an Optionee dies while employed by the Company
or any Subsidiary, his or her ISO shall expire one year after the date of death unless by its terms it
expires sooner.  During this one year or shorter period, the ISO may be exercised, to the extent that
it remains unexercised on the date of death, by the person or persons to whom the Optionee's rights
under the ISO shall pass by will or by the laws of descent and distribution.
Section 11.	Options Not Transferable
.  ISOs granted pursuant to the terms of the Plan may
not be sold, pledged, assigned, or transferred in any manner otherwise than by will or the laws of
descent or distribution and shall not be subject to execution, attachment, or similar process.
However, at the Optionee's election, the ISO may be transferred  to and held by a grantor trust of
which the Optionee is both a trustee and beneficiary, in which case such ISO shall continue to be
subject to all restrictions set forth in the Program and the Plan.  ISOs may be exercised during the
lifetime of an Optionee only by (a) the Optionee, (b) at the Optionee's election, by a grantor trust of
which the Optionee is both a trustee and beneficiary, (c) on behalf of the Optionee, by a person
holding the Optionee's power of attorney for that purpose, or (d) the duly appointed guardian of the
person and property of an Optionee who is disabled within the meaning of Code Section 22(e)(3).
Section 12.
Option Shares May Be Restricted
.  As the Committee may determine, the
shares of Common Stock purchased upon exercise of an ISO granted hereunder may be deemed  to
be "Restricted Shares" granted under the Restricted Shares Plan for purposes of applying all
provisions and terms and conditions of the Restricted Share Plan.  As such, during the "Restriction
Period" (as described in the Restricted Share Plan),  such shares of Common Stock may be subject
to redemption and nontransferability, and all restrictions shall lapse upon the occurrence of events
as may be determined by the Committee.  Further, the procedures of the Restricted Share Plan
relating to the issuance, surrender, and assignment of shares and the provisions relating to
stockholder rights may apply to the shares of Common Stock issued upon exercise of any ISO
granted hereunder.
PLAN II
AGRONIX, INC.
NONQUALIFIED  STOCK OPTION PLAN
Section 1.	Purpose
.  The purpose of this Agronix, Inc. Nonqualified  Stock Option Plan
("Plan") is to provide for the grant of options which shall not constitute qualified "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
("Code").  This Plan is Part II of the Company's Stock Compensation Program ("Program").  Unless
any provision herein indicates to the contrary, this Plan shall be subject to the General Provisions
of the Program.
Section 2.	Option Terms and Conditions
.  Each NQSO shall be evidenced by a NQSO
agreement between the grantee ("Optionee") and the Company.  The terms and conditions of NQSOs
granted under the Plan shall be determined by the Committee in its sole and complete discretion.
Each NQSO shall be subject to all applicable terms and conditions of the Plan and may be subject
to other terms and conditions which are not inconsistent with the Plan.  The terms and conditions
may differ as between NQSOs.
Section 3.	Duration of Options
.  Each NQSO shall expire on the date as determined by
the Committee.  In addition, each NQSO shall be subject to earlier termination as otherwise provided
under the Plan.  The date of grant of a NQSO shall be the date on which the Committee makes the
determination to grant such NQSO, unless otherwise specified by the Committee.
Section 4.	Exercise Price
.  The exercise price ("Exercise Price") for shares of Common
Stock subject to any NQSO shall be determined by the Committee in its sole and complete
discretion.  To the extent that the Exercise Price is designated with respect to fair market value ("Fair
Market Value") of the shares at the time of the grant of the NQSO, then Fair Market Value shall be
determined by the Committee on the basis of such factors as they deem appropriate, including a
determination of Fair Market Value based on an independent appraisal by a person who customarily
makes such appraisals.  However, the Fair Market Value on any day shall be deemed to be, if the
Common Stock is traded on a national securities exchange, the closing price (or, if no reported sale
takes place on such day, the mean of the reported bid and asked prices) of the Common Stock on
such day on the principal such exchange.  In each case, the Committee's determination of Fair
Market Value shall be conclusive.
Section 5.	Exercise of Options
.  A NQSO shall be exercisable at the times or upon the
events determined by the Committee as set forth in the NQSO agreement governing the NQSO.
Each NQSO shall be exercisable in one or more installments during its term, and the right to exercise
may be cumulative as determined by the Committee.  No NQSO may be exercised for a fraction of
a share of Common Stock.  The person exercising a NQSO may do only by written notice of exercise
delivered to the Committee, in such form as the Committee prescribes or approves from time to time,
specifying the number of shares to be purchased and accompanied by a tender of the Exercise Price
for those shares.  The Exercise Price of any shares purchased shall be paid in full in cash or by
certified or cashier's check payable to the order of the Company, or by shares of Common Stock, if
permitted by the Committee, or by a full recourse promissory note if permitted by the Committee,
or by a combination of these means, at the time of exercise of the NQSO.
If any portion of the Exercise Price is paid in shares of Common Stock, those
shares shall be tendered at their then Fair Market Value as determined by the Committee  in
accordance with Section 4 of this Plan.  As permitted by the Committee, payment in shares of
Common Stock shall include the automatic application of shares of Common Stock received upon
exercise of an NQSO to satisfy the Exercise Price for the NQSO or additional NQSOs.
Section 6.	Continued Employment or Service
.  Each Optionee, if requested by the
Committee, must agree in writing as a condition of the granting of his or her NQSO, to remain in
the employment of, or service to, the Company or any Subsidiary following the date of the granting
of that option for a period specified by the Committee.  Nothing in this Plan nor in any NQSO
granted hereunder shall confer upon any Optionee any right to continued employment by, or service
to, the Company or any Subsidiary, or limit in any way the right of the Company or any subsidiary
at any time to terminate or alter the terms of that employment or service arrangement.
Section 7.	Option Rights Upon Termination of Employment or Service
.  If an Optionee
under this Plan ceases to be employed by, or provide services to, the Company or any Subsidiary for
any reason other than death or disability, his or her option shall immediately terminate, provided,
however, that the Committee may, in its discretion, allow the NQSO to be exercised, to the extent
exercisable on the date of termination of employment or service, at any time within three months
after the date of termination of employment or service, unless either the NQSO or this Plan otherwise
provides for earlier termination.
Section 8.	Option Rights Upon Disability
.  If an Optionee becomes disabled within the
meaning of Code Section 22(e)(3) while employed by, or providing services to, the Company or any
Subsidiary, his or her NQSO shall immediately terminate, provided, however, that the Committee
may, in its discretion, allow the NQSO to be exercised, to the extent exercisable on the date of
termination of employment or service due to disability, at any time within one year after the date of
termination of employment or service due to disability, unless either the NQSO or the Plan otherwise
provides for earlier termination.
Section 9.	Option Rights Upon Death of Optionee
.  Except as otherwise limited by the
Committee at the time of the grant of a NQSO, if an Optionee dies while employed by, or providing
services to, the Company or any Subsidiary, his or her NQSO shall expire one year after the date of
death unless by its terms it expires sooner.  During this one year or shorter period, the NQSO may
be exercised, to the extent exercisable on the date of death, by the person or persons to whom the
Optionee's rights under the NQSO shall pass by will or by the laws of descent and distribution.
Section 10.	Options Not Transferable
.  NQSOs granted pursuant to the terms of this Plan
may not be sold, pledged, assigned, or transferred in any manner otherwise than by will or the laws
of descent or distribution and  shall not be subject to execution, attachment, or similar process.
However, at the Optionee's election, the NQSO may be transferred to and held by a grantor trust of
which the Optionee is both a trustee and beneficiary, in which case such NQSO shall continue to be
subject to all restrictions set forth in the Program and this Plan.  NQSOs may be exercised during
the lifetime of an Optionee only by (a) the Optionee, (b) at the Optionee's election, by a grantor trust
of which the Optionee is both a trustee and beneficiary, (c) on behalf of the Optionee, by a person
holding the Optionee's power of attorney for that purpose, or (d) the duly appointed guardian of the
person and property of an Optionee who is disabled within the meaning of Code Section 22(e)(3).
Section 11.	Option Shares May Be Restricted
.  As the Committee may determine, the
shares of Common Stock purchased upon exercise of an NQSO granted hereunder may be deemed
to be "Restricted Shares" granted under the Restricted Shares Plan for purposes of applying all
provisions and terms and conditions of the Restricted Share Plan.  As such, during the "Restriction
Period" (as described in the Restricted Share Plan),  such shares of Common Stock may be subject
to redemption and nontransferability, and all restrictions shall lapse upon the occurrence of events
as may be determined by the Committee.  Further, the procedures of the Restricted Share Plan
relating to the issuance, surrender, and assignment of shares and the provisions relating to
stockholder rights may apply to the shares of Common Stock issued upon exercise of any NQSO
granted hereunder.
PLAN III
AGRONIX, INC.
RESTRICTED SHARE PLAN
Section 1.	Purpose
.  The purpose of this Agronix, Inc. Restricted Share Plan ("Plan") is
to provide for the grant of restricted shares which are subject to restricted property treatment under
Section 83 of the Internal Revenue Code of 1986, as amended ("Code"). The Plan is Part III of the
Company's Stock Compensation Program ("Program").  Unless any provision herein indicates to
the contrary, the Plan shall be subject to the General Provisions of the Program.
Section 2.	Terms and Conditions
.  Each Restricted Share shall be evidenced by a
Restricted Share agreement between the grantee ("Holder") and the Company.  The terms and
conditions of Restricted Shares granted under the Plan shall be determined by the Committee in its
sole and complete discretion.  Each Restricted Share shall be subject to all applicable terms and
conditions of the Plan and may be subject to other terms and conditions not inconsistent with the
Plan.  The terms and conditions may differ as between Restricted Shares.
Each Restricted Share grant shall provide to the Holder the transfer of a
specified number of shares of Common Stock that shall become nonforfeitable upon the achievement
of specified service or performance conditions within a specified period ("Restriction Period") as
determined by the Committee.  (The Committee may also determine to grant shares without such
restrictions.)  At the time that the Restricted Share grant is made, the Committee shall specify the
service or performance conditions and the period of duration over which the conditions apply.  The
date of grant of a Restricted Share shall be the date on which the Committee makes the determination
to grant the Restricted Share, unless otherwise specified by the Committee.
Each individual who is awarded Restricted Shares shall be issued a stock
certificate representing such shares.  Such certificate shall be registered in the name of the Holder
and shall bear an appropriate legend referring to the terms, conditions, and restrictions, if any,
applicable to such award, substantially in the following form:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
CONDITIONS (INCLUDING FORFEITURE) OF THE AGRONIX, INC.
RESTRICTED SHARE PLAN AND RESTRICTED SHARE AWARD
AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND
AGRONIX, INC.  COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE
IN THE OFFICES OF AGRONIX, INC.
The Committee  shall require that the stock certificates evidencing such shares
be held in the custody of the Company until the restrictions thereon, if any, shall have lapsed, and
that, as a condition of any Restricted Share award, the Holder shall have delivered a stock power,
endorsed in blank, relating to the stock covered by such award.  At the expiration of the applicable
Restriction Period, if any, the Company shall deliver to the Holder certificates held by the Company
representing the shares with respect to which the applicable conditions have been satisfied.
Section 3.	Restricted Shares Not Transferable
.  During any Restriction Period, Restricted
Shares shall not be sold, pledged, assigned, or transferred in any manner, and shall not be subject to
execution, attachment, or similar process.  However, at the Holder's election, the Restricted Shares
may be transferred to and held by a grantor trust of which the Holder is both a trustee and
beneficiary, in which case the Restricted Shares shall continue to be subject to the nontransferability,
forfeiture, and redemption limitations.
Section 4.	Restricted Share Rights Upon Termination of Employment or Service
.  If a
Holder terminates employment or service with the Company prior to the expiration of the Restriction
Period, any Restricted Shares granted to him or her subject to such Restriction Period shall be
forfeited by the Holder and shall be transferred to the Company.  The Committee may, in its sole and
complete  discretion, accelerate the lapsing of or waive such restrictions in whole or in part based
upon such factors and such circumstances as the Committee may determine, including, but not
limited to, the Participant's retirement, death, or disability.
Restricted Shares that were purchased by exercise of an Option granted under
the Incentive Stock Option Plan or the Nonqualified  Stock Option Plan shall be subject to
redemption during the Restriction Period.  Specifically, if during the Restriction Period, the Holder
of such Restricted Shares terminates employment or service with the Company or any Subsidiary for
any reason as may be determined by the Committee, the Holder shall sell to the Company, and the
Company shall redeem, the Restricted Shares at the price equal to the Exercise Price for which the
Restricted Shares were purchased.  The redemption price shall be paid to the Holder in a single
payment for the complete redemption of the Restricted Shares.
Section 5.	Stockholder Rights
.  The Holder shall have, with respect to the Restricted
Shares granted, all of the rights of a stockholder of the Company, including the right to vote the
shares, and the right to receive any dividends thereon.  Certificates for shares of unrestricted stock
shall be delivered to the grantee promptly after, and only after, the Restriction Period shall expire
without forfeiture of such Restricted Shares.
Section 6.	Continued Employment or Service
.  Each Holder, if requested by the
Committee, must agree in writing as a condition of the granting of his or her Restricted Shares, to
remain in the employment of, or service to, the Company or any Subsidiary following the date of the
granting of the Restricted Shares for a period specified by the Committee.  Nothing in this Plan or
in any Restricted Share granted hereunder shall confer upon any Holder any right to continued
employment by, or service to, the Company or any Subsidiary, or limit in any way the right of the
Company or any subsidiary at any time to terminate or alter the terms of that employment or service
arrangement.
Section 7.	Surrender of Stock Certificate and Assignment of Shares
.  Upon the
occurrence of an event triggering the forfeiture or redemption of Restricted Shares, the Holder shall
immediately take whatever action is necessary to transfer the Restricted Shares to the Company,
including the endorsement of any certificate representing the Restricted Shares.  From and after
occurrence of such an event, the Company shall not pay any dividends to the Holder with respect to
the Restricted Shares, or permit the Holder to exercise any of the privileges or rights of a stockholder
with respect to such shares, but shall treat the Company or its nominee as the owner of the shares.
Any assignment of the Restricted Shares pursuant to this Section 7 shall be effective as of the date
of the event triggering the forfeiture.
Exhibit 4.2
AGRONIX, INC.
INCENTIVE STOCK OPTION AGREEMENT
Agreement dated ____________, between Agronix, Inc., a Florida corporation (the
"Company"), with its principal office at 1666 West 75
th
Avenue, 2
nd
Floor, Vancouver, B.C., Canada
V6P 6G2, and _______________________, residing at __________________________
__________________________________ ("Optionee").
1.
Grant of Option
.  The Company hereby grants to Optionee effective as of
________________, ("Grant Date"), the right and option ("Option") to purchase from the Company,
for a price equal to the exercise price determined as described below ("Exercise Price"), up to
_______ shares of the Company's common stock ("Shares"), as a qualified incentive stock option
("Option"), which Option shall be subject to the applicable terms and conditions set forth below and
is being granted pursuant to the Agronix, Inc. Incentive Stock Option Plan ("Plan"), which Plan is
part of the Agronix, Inc. Stock Compensation Program ("Program").
2.
Terms and Conditions of Option
.  The Option evidenced by this Agreement is subject
to the following terms and conditions, as well as the terms and conditions of Section 3 hereof.
a.
Exercise Price
.  The Exercise Price is $________ per Share, which is the fair
market value per Share on the Grant Date as determined in accordance with the Plan.
b.
Term of Option
.  The term of the Option over which the Option may be
exercised shall commence on the Grant Date and, subject to the provisions of Section 3(b)
below, shall terminate ten years thereafter.
c.
Exercisability of Option
.  As to the total number of Shares with respect to
which the Option is granted, the Option shall be exercisable as follows: ______________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________.
Notwithstanding the foregoing. However, the right of Optionee to exercise the Option shall
be deferred to the extent that the Option otherwise would not be treated as a qualified
incentive stock option by reason of the $100,000 annual limitation under Section 422(d) of
the Internal Revenue Code of 1986, as amended (the "Code").
3.
Additional Terms and Conditions
.
a.
Exercise of Option; Payments for Shares
.  An Option may be exercised from
time to time with respect to all or any portion of the number of Shares with respect to which
the Option has become exercisable, in whole or in part, by written notice to the Company at
the Company's then principal office, to the attention of the Administrative Committee for
the Agronix, Inc. Incentive Stock Option Plan (the "Committee"), substantially in the form
of Exhibit A attached hereto.  Notwithstanding anything in this Agreement to the contrary,
no Option may be exercised prior to the date on which the Plan is approved by the
Company's shareholders.  Any notice of exercise of the Option shall be accompanied by
payment of the full Exercise Price for the Shares being purchased by certified or bank check
payable to the order of Agronix, Inc. or, as may be allowed by the Committee, by delivery
to the Company of a number of Shares already owned by Optionee having a fair market value
equal to such Exercise Price. In addition, with the consent of the Committee, the Company
may cooperate with Optionee in arranging a "cashless exercise" of the Option through a
broker approved by the Committee.  The Option shall not be exercised for any fractional
Shares and no fractional Shares shall be issued or delivered.  The date of actual receipt by
the Company of the notice of exercise shall be treated as the date of exercise of the Option
for the Shares being purchased.
b.
Termination of Option
.  If Optionee's employment with the Company or any
Subsidiary terminates, the Option shall continue to be exercisable, to the extent it is
exercisable on the date such employment terminated, for three (3) months after such
termination, but in no event after the date the Option otherwise terminates.  However, if
Optionee's employment terminates because of Optionee's death or disability, the Option
shall continue to be exercisable, to the extent it is exercisable on the date such employment
terminated, for twelve (12) months after such termination, but in no event after the date the
Option otherwise terminates.
c.
Continued Employment
.  The Option granted hereunder shall confer no right
on Optionee to continue in the employ of the Company or any Subsidiary, or limit in any
respect the right of the Company or any Subsidiary (in the absence of a specific agreement
to the contrary) to terminate Optionee's employment at any time.
d.
Issuance of Shares; Registration; Withholding Taxes
.  As soon as practicable
after the exercise date of the Option, the Company shall cause to be issued and delivered to
Optionee, or for the Optionee's account, a certificate or certificates for the Option  Shares
purchased.  The Company may postpone the issuance or delivery of the Shares until (i) the
completion of registration or other qualification of such Shares or transaction under any state
or federal law, rule or regulation, or any listing on any securities exchange, as the Company
shall determine to be necessary or desirable; (ii) the receipt by the Company of such written
representations or other documentation as the Company deems necessary to establish
compliance with all applicable laws, rules and regulations, including applicable federal and
state securities laws and listing requirements, if any; and (iii) the payment to the Company,
upon its demand, of any amount requested by the Company to satisfy any federal, state or
other governmental withholding tax requirements related to the exercise of the Option.
Optionee shall comply with any and all legal requirements relating to Optionee's resale or
other disposition of any Shares acquired under this Agreement.  The certificates representing
the Shares acquired pursuant to the Option may bear such legend as described in Section 6
and as counsel to the Company otherwise deems appropriate to assure compliance with
applicable law.
e.
Nontransferability of Options
.  The Option and this Agreement shall not be
assignable or transferable by Optionee other than by will or by the laws of descent and
distribution.  During Optionee's lifetime, the Option and all rights of Optionee under this
Agreement may be exercised only by Optionee (or by his guardian or legal representative).
If the Option is exercised after Optionee's death, the Committee may require evidence
reasonably satisfactory to it of the appointment and qualification of Optionee's personal
representatives and their authority and of the right of any heir or distributee to exercise the
Option.
f.
Option is Incentive Stock Option
.  The Option granted hereunder is intended
to qualify as an "incentive stock option", as that term is defined in Section 422 of the Internal
Revenue Code of 1986, as amended.
4.
Changes in Capitalization; Reorganization
.
a.
Adjustments
.  The number of shares of Common Stock which may be subject
to options under the Plan, the number of Shares subject to the Option, and the Exercise Price
shall be adjusted proportionately for any increase or decrease in the number of issued shares
of Common Stock by reason of stock dividends, split-ups, recapitalizations or other capital
adjustments.  Notwithstanding the foregoing, (i) no adjustment shall be made, unless the
Committee determines otherwise, if the aggregate effect of all such increases and decreases
occurring in any fiscal year is to increase or decrease the number of issued shares by less than
five percent (5%); (ii) any right to purchase fractional shares resulting from any such
adjustment shall be eliminated; and (iii) the terms of this Section 4(a) are subject to the terms
of Section 4(b) below.
b.
Corporate Transactions
.  Pursuant to Article 13 of the Program, in the event
of (i) a dissolution or liquidation of the Company, (ii) merger or consolidation or
reorganization of the Company in which the Company is not the surviving corporation, (iii)
merger or consolidation or reorganization in which the Company is the surviving corporation
but after which the shareholders cease to own their shares in the Company, (iv) the sale of
substantially all of the assets of the Company, or (v) the acquisition, sale, or transfer of more
than fifty percent (50%) of the outstanding shares of the Company (herein referring to (i)
through (v) as "Corporate Transaction"), or (iv) the Board of Directors of the Company
proposes that the Company enter into a Corporate Transaction, then the Committee may in
its discretion take any or all of the following actions: (i) by written notice to Optionee,
provide that the Option shall be terminated unless exercised within thirty (30) days (or such
longer period as the Committee shall determine its discretion) after the date of such notice;
and (ii) accelerate  the dates upon which any or all outstanding Options granted to Optionee
shall be exercisable.
Whenever deemed appropriate by the Committee, any action referred to in this
Section 4(b) may be made conditional upon the consummation of the applicable Corporate
Transaction.
c.
Committee Determination
.  Any adjustments or other action pursuant to this
Section 4 shall be made by the Committee, and the Committee's determination as to what
adjustments shall be made or actions taken, and the extent thereof, shall be final and binding.
5.
No Rights as Shareholder
.  Optionee shall acquire none of the rights of a shareholder
of the Company with respect to the Shares until a certificate for the shares are issued to Optionee
upon the exercise of the Option.  Except as otherwise provided in Section 4 above, no adjustments
shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and
whether in cash, securities or other property) for which the record date is prior to the date such
certificate is issued.
6.
Legends
. All certificates evidencing Shares purchased under this Agreement in an
unregistered transaction shall bear the following legend (and such other restrictive legends as are
required or deemed advisable under the provisions of any applicable law):
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION
OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
THAT SUCH REGISTRATION IS NOT REQUIRED.
If, in the opinion of the Company and it counsel, any legend placed on a stock
certificate representing Shares sold under this Agreement is no longer required, the holder of such
certificate shall be entitled to exchange such certificate for a certificate representing the same number
of Shares but without such legend.
7.
Optionee Bound by Plan
.  Optionee hereby acknowledges receipt of a copy of the Plan
and acknowledges that Optionee shall be bound by its terms, regardless of whether such terms have
been set forth in the Agreement.  Notwithstanding the foregoing, if there is an inconsistency between
the terms of the Plan and the terms of this Agreement, Optionee shall be bound by the terms of the
Plan.
8.
Notices
.  Any notice or other communication made in connection with this Agreement
shall be deemed duly given when delivered in person or mailed by certified or registered mail, return
receipt requested, to Optionee at Optionee's address listed above or such other address of which
Optionee shall have advised the Company by similar notice, or to the Company at its then principal
office, to the attention of the Committee.
9.
Miscellaneous
.  This Agreement and the Plan set forth the parties' final and entire
agreement with respect to the subject matter hereof, may not be changed or terminated orally and
shall be governed by and shall be construed in accordance with the laws of the State of Florida,
United States of America, despite the fact that one or both parties may be or shall become a resident
of a different state or country.  This Agreement shall bind and benefit Optionee, the heirs,
distributees and personal representative of Optionee, and the Company and its successors and
assigns.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first
above written.
AGRONIX, INC.
By: _____________________________
Title: ____________________________
OPTIONEE
_____________________________
______________________________
EXHIBIT A
________________, 20__
Agronix, Inc.
Attention: Stock Program Administrative Committee
1666 West 75
th
Avenue, 2
nd
Floor
Vancouver, BC
Canada V6P 6G2
Dear Sir/Madam:
Pursuant to the provisions of the Agronix, Inc. Incentive Stock Option Agreement, dated
_______________, 20__ (the "Option Agreement"), whereby you have granted me the Option to
purchase up to _____ shares of common stock of Agronix, Inc. (the "Company"), I hereby notify you
that I elect to exercise my option to purchase _____ of the shares covered by the Option at
$________, the price determined in accordance with the Option Agreement.  In full payment of such
price for the shares being purchased hereby, I am delivering to you
.
The undersigned hereby agrees to provide the Company, prior to the receipt of the shares
being purchased hereby, with such representations or certifications or payments that the Company
may require pursuant to the terms of the Plan and the Option Agreement.
Sincerely,
Address:
(For notices, reports, dividend checks and communications to shareholders.)
Exhibit  4.3
AGRONIX, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
Agreement dated ____________, Between Agronix, Inc., a Florida corporation (the
"Company"), with its principal office at 1666 West 75
th
Avenue, 2
nd
Floor, Vancouver,  B.C., Canada
V6P 6G2, and _______________________, residing at __________________________
__________________________________ ("Optionee").
1.
Grant of Option
.  The Company hereby grants to Optionee effective as of
_______________ ("Grant Date"), the right and option ("Option") to purchase from the Company,
for a price equal to the exercise price determined as described below ("Exercise Price"), up to
________ shares of the Company's common stock ("Shares"), as a nonqualified stock option
("Option"), which Option shall be subject to the applicable terms and conditions set forth below and
is being granted pursuant to the Agronix, Inc. Nonqualified Stock Option Plan ("Plan"), which Plan
is part of the Agronix, Inc. Stock Compensation Program ("Program").
2.
Terms and Conditions of Option
.  The Option evidenced by this Agreement is subject
to the following terms and conditions, as well as the terms and conditions of Section 3 hereof.
a.
Exercise Price
.  The Exercise Price is $________ per Share, which is the fair
market value per Share on the Grant Date as determined in accordance with the Plan.
b.
Term of Option
.  The term of the Option over which the Option may be
exercised shall commence on the Grant Date and, subject to the provisions of Section 3(b)
below, shall terminate ten years thereafter.
c.
Exercisability of Option
.  As to the total number of Shares with respect to
which the Option is granted, the Option shall be exercisable as follows: ______________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
3.
Additional Terms and Conditions
.
a.
Exercise of Option; Payments for Shares
.  An Option may be exercised from
time to time with respect to all or any portion of the number of Shares with respect to which
the Option has become exercisable, in whole or in part, by written notice to the Company at
the Company's then principal office, to the attention of the Administrative Committee for
the Agronix, Inc. Nonqualified Stock Option Plan (the "Committee"), substantially in the
form of Exhibit A attached hereto.  Notwithstanding anything in this Agreement to the
contrary, no Option may be exercised prior to the date on which the Plan is approved by the
Company's shareholders.  Any notice of exercise of the Option shall be accompanied by
payment of the full Exercise Price for the Shares being purchased by certified or bank check
payable to the order of Agronix, Inc. or, as may be allowed by the Committee, by delivery
to the Company of a number of Shares already owned by Optionee having a fair market value
equal to such Exercise Price. In addition, with the consent of the Committee, the Company
may cooperate with Optionee in arranging a "cashless exercise" of the Option through a
broker approved by the Committee.  The Option shall not be exercised for any fractional
Shares and no fractional Shares shall be issued or delivered.  The date of actual receipt by
the Company of the notice of exercise shall be treated as the date of exercise of the Option
for the Shares being purchased.
b.
Termination of Option
.  If Optionee's employment with the Company or any
Subsidiary terminates, the Option shall continue to be exercisable, to the extent it is
exercisable on the date such employment terminated, for three (3) months after such
termination, but in no event after the date the Option otherwise terminates.  However, if
Optionee's employment terminates because of Optionee's death or disability, the Option
shall continue to be exercisable, to the extent it is exercisable on the date such employment
terminated, for twelve (12) months after such termination, but in no event after the date the
Option otherwise terminates.
c.
Continued Employment
.  The Option granted hereunder shall confer no right
on Optionee to continue in the employ of the Company or any Subsidiary, or limit in any
respect the right of the Company or any Subsidiary (in the absence of a specific agreement
to the contrary) to terminate Optionee's employment at any time.
d.
Issuance of Shares; Registration; Withholding Taxes
.  As soon as practicable
after the exercise date of the Option, the Company shall cause to be issued and delivered to
Optionee, or for the Optionee's account, a certificate or certificates for the Option Shares
purchased.  The Company may postpone the issuance or delivery of the Shares until (i) the
completion of registration or other qualification of such Shares or transaction under any state
or federal law, rule or regulation, or any listing on any securities exchange, as the Company
shall determine to be necessary or desirable; (ii) the receipt by the Company of such written
representations or other documentation as the Company deems necessary to establish
compliance with all applicable laws, rules and regulations, including applicable federal and
state securities laws and listing requirements, if any; and (iii) the payment to the Company,
upon its demand, of any amount requested by the Company to satisfy any federal, state or
other governmental withholding tax requirements related to the exercise of the Option.
Optionee shall comply with any and all legal requirements relating to Optionee's resale or
other disposition of any Shares acquired under this Agreement.  The certificates representing
the Shares acquired pursuant to the Option may bear such legend as described in Section 6
and as counsel to the Company otherwise deems appropriate to assure compliance with
applicable law.
e.
Nontransferability of Options
.  The Option and this Agreement shall not be
assignable or transferable by Optionee other than by will or by the laws of descent and
distribution.  During Optionee's lifetime, the Option and all rights of Optionee under this
Agreement may be exercised only by Optionee (or by his guardian or legal representative).
If the Option is exercised after Optionee's death, the Committee may require evidence
reasonably satisfactory to it of the appointment and qualification of Optionee's personal
representatives and their authority and of the right of any heir or distributee to exercise the
Option.
f.
Option is Nonqualified Stock Option
.  The Option granted hereunder is
intended to constitute a nonqualified stock option which is not an "incentive stock option",
as that term is defined in Section 422 of the Internal Revenue Code of 1986, as amended.
4.
Changes in Capitalization; Reorganization
.
a.
Adjustments
.  The number of shares of Common Stock which may be subject
to options under the Plan, the number of Shares subject to the Option, and the Exercise Price
shall be adjusted proportionately for any increase or decrease in the number of issued shares
of Common Stock by reason of stock dividends, split-ups, recapitalizations or other capital
adjustments.  Notwithstanding the foregoing, (i) no adjustment shall be made, unless the
Committee determines otherwise, if the aggregate effect of all such increases and decreases
occurring in any fiscal year is to increase or decrease the number of issued shares by less than
five percent (5%); (ii) any right to purchase fractional shares resulting from any such
adjustment shall be eliminated; and (iii) the terms of this Section 4(a) are subject to the terms
of Section 3(b) below.
b.
Corporate Transactions
.  Pursuant to Article 13 of the Program, in the event
of (i) a dissolution or liquidation of the Company, (ii) merger or consolidation or
reorganization of the Company in which the Company is not the surviving corporation, (iii)
merger or consolidation or reorganization in which the Company is the surviving corporation
but after which the shareholders cease to own their shares in the Company, (iv) the sale of
substantially all of the assets of the Company, or (v) the acquisition, sale, or transfer of more
than fifty percent (50%) of the outstanding shares of the Company (herein referring to (i)
through (v) as "Corporate Transaction"), or (iv) the Board of Directors of the Company
proposes that the Company enter into a Corporate Transaction, then the Committee may in
its discretion take any or all of the following actions: (i) by written notice to Optionee,
provide that the Option shall be terminated unless exercised within thirty (30) days (or such
longer period as the Committee shall determine its discretion) after the date of such notice;
and (ii) accelerate the dates upon which any or all outstanding Options granted to Optionee
shall be exercisable.
Whenever deemed appropriate by the Committee, any action referred to in this
Section 4(b) may be made conditional upon the consummation of the applicable Corporate
Transaction.
c.
Committee Determination
.  Any adjustments or other action pursuant to this
Section 4 shall be made by the Committee, and the Committee's determination as to what
adjustments shall be made or actions taken, and the extent thereof, shall be final and binding.
5.
No Rights as Shareholder
.  Optionee shall acquire none of the rights of a shareholder
of the Company with respect to the Shares until a certificate for the shares are issued to Optionee
upon the exercise of the Option.  Except as otherwise provided in Section 4 above, no adjustments
shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and
whether in cash, securities or other property) for which the record date is prior to the date such
certificate is issued.
6.
Legends
. All certificates evidencing Shares purchased under this Agreement in an
unregistered transaction shall bear the following legend (and such other restrictive legends as are
required or deemed advisable under the provisions of any applicable law):
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION THEREOF UNDER SUCH ACT OR AN
OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.
If, in the opinion of the Company and its counsel, any legend placed on a stock
certificate representing Shares sold under this Agreement is no longer required, the holder of such
certificate shall be entitled to exchange such certificate for a certificate representing the same number
of Shares but without such legend.
7.
Optionee Bound by Plan
.  Optionee hereby acknowledges receipt of a copy of the Plan
and acknowledges that Optionee shall be bound by its terms, regardless of whether such terms have
been set forth in the Agreement.  Notwithstanding the foregoing, if there is an inconsistency between
the terms of the Plan and the terms of this Agreement, Optionee shall be bound by the terms of the
Plan.
8.
Notices
.  Any notice or other communication made in connection with this Agreement
shall be deemed duly given when delivered in person or mailed by certified or registered mail, return
receipt requested, to Optionee at Optionee's address listed above or such other address of which
Optionee shall have advised the Company by similar notice, or to the Company at its then principal
office, to the attention of the Committee.
9.
Miscellaneous
.  This Agreement and the Plan set forth the parties' final and entire
agreement with respect to the subject matter hereof, may not be changed or terminated orally and
shall be governed by and shall be construed in accordance with the laws of the State of Florida
applicable to contracts made and to be performed in Florida. This Agreement shall bind and benefit
Optionee, the heirs, distributees and personal representative of Optionee, and the Company and its
successors and assigns.
IN WITNESS WHEREOF, the parties have duly executed this Nonqualified Stock Option
Agreement on the date first above written.
AGRONIX, INC.
By: __________________________________
Title: ____________________________________
OPTIONEE
__________________________________
__________________________________
EXHIBIT A
________________, 20__
AGRONIX, Inc.
Attention: Stock Program Administrative Committee
1666 West 75
th
Avenue, 2
nd
Floor
Vancouver, BC
Canada V6P 6G2
Dear Sir/Madam:
Pursuant to the provisions of the Agronix, Inc. Nonqualified Stock Option Agreement, dated
_______________, 20__ (the "Option Agreement"), whereby you have granted me the Option to
purchase up to ________ shares of common stock of Agronix, Inc. (the "Company"), I hereby notify
you that I elect to exercise my option to purchase ________ of the shares covered by the Option at
$________, the price determined in accordance with the Option Agreement.  In full payment of such
price for the shares being purchased hereby, I am delivering to you
.
The undersigned hereby agrees to provide the Company, prior to the receipt of the shares
being purchased hereby, with such representations or certifications or payments that the Company
may require pursuant to the terms of the Plan and the Option Agreement.
Sincerely,
Address:
(For notices, reports, dividend checks and communications to shareholders.)
Exhibit  4.4
AGRONIX, INC.
RESTRICTED SHARES AGREEMENT
Agreement dated _________________, between Agronix, Inc., a Florida corporation (the
"Company"), with its principal office at Unit 1, 1666 West 75
th
Avenue, 2
nd
Floor, Vancouver, B.C.,
Canada V6P 6G2, and _______________________, residing at __________________________
__________________________________ ("Grantee").
1.
Grant of Restricted Shares
.  The Company hereby grants to Grantee effective as of
_______________ ("Grant Date"), _________ shares ("Restricted Shares") of the Company's
common stock ("Shares").  This grant of Restricted Shares shall be subject to the applicable terms
and conditions set forth below and is being granted pursuant to the Agronix, Inc. Restricted Shares
Plan ("Plan"), which Plan is part of the Agronix, Inc. Stock Compensation Program ("Program").
The capitalized terms in this Agreement shall be defined in the provisions provided under the
Program.
2.
Restrictions During Restriction Period
.
a.
Forfeiture
.  The Restricted Shares shall be forfeited and transferred to the
Company upon the Grantee's termination of service with the Company and its "Subsidiaries"
(as defined in the Plan) within the "Restriction Period" (as defined below).
b.
Transfer Restrictions
.  None of the Restricted Shares shall be sold, assigned,
pledged, or otherwise transferred, voluntarily or involuntarily, by the Grantee during the
"Restriction Period".
c.
Restriction Period
.  For purposes of this Agreement, the term "Restriction
Period" shall mean the period commencing on the Grant Date and ending on the _____
anniversary of the Grant Date.
d.
Lapse of Restrictions
.  The restrictions set forth in the above portion of this
Section 2 shall lapse and no longer apply upon the earlier of (i) the expiration of the
Restriction Period; (ii) the death of the Grantee; (iii) the termination of service of the Grantee
due to "Disability" (as defined in the Plan); (iv) the occurrence of a "Corporate Transaction"
as described below; (v) the termination of service of the Grantee without "Good Cause"(as
defined below); or (vi) the termination of service of the Grantee with the approval of the
Board of Directors for purposes of the Plan.
For purposes of this Agreement, the term "Good Cause" shall be deemed to exist if:
(i) the Grantee engages in any act or omission constituting dishonesty against the Company;
(ii)  the Grantee is convicted of, or enters a  pleading of guilty or nolo contendere, to any
felony or any crime involving moral turpitude that may reasonably be expected to have an
adverse impact on the Company's reputation or standing in the community; (iii) the Grantee
engages in the use of alcohol or illegal drugs on the premises of the Company, or reports to
work or being under the influence of alcohol or illegal drugs while at work.
3.
Issuance of Shares; Registration; Withholding Taxes
.  As part of the grant under this
Agreement, certificates for the Restricted Shares shall be issued in the Grantee's name and shall be
held in escrow by the Company until all restrictions lapse or such shares are forfeited as provided
herein.  A certificate or certificates representing the Restricted Shares as to which restrictions have
lapsed shall be delivered to the Grantee upon such lapse.
The Company may postpone the issuance or delivery of the Shares until (i) the
completion of registration or other qualification of such Shares or transaction under any state or
federal law, rule or regulation, or any listing on any securities exchange, as the Company shall
determine to be necessary or desirable; (ii) the receipt by the Company of such written
representations or other documentation as the Company deems necessary to establish compliance
with all applicable laws, rules and regulations, including applicable federal and state securities laws
and listing requirements, if any; and (iii) the payment to the Company, upon its demand, of any
amount requested by the Company to satisfy any federal, state or other governmental withholding
tax requirements related to the issuance or delivery of the Shares.  Grantee shall comply with any
and all legal requirements relating to Grantee's resale or other disposition of any Shares acquired
under this Agreement.  The certificates representing the Shares may bear such legend as described
in Section 6 and as counsel to the Company otherwise deems appropriate to assure compliance with
applicable law.
4.
Changes in Capitalization; Reorganization
.
a.
Adjustments
.  The number of Restricted Shares shall be adjusted
proportionately for any increase or decrease in the number of issued shares of Common
Stock by reason of stock dividends, split-ups, recapitalizations,  or other capital adjustments.
Notwithstanding the foregoing, (i) no adjustment shall be made, unless the Committee
determines otherwise, if the aggregate effect of all such increases and decreases occurring
in any fiscal year is to increase or decrease the number of issued shares by less than five
percent (5%) and  (ii) any right to fractional shares resulting from any such adjustment shall
be eliminated.
b.
Corporate Transactions
.  Pursuant to Article 13 of the Program, in the event
of (i) a dissolution or liquidation of the Company, (ii) merger or consolidation or
reorganization of the Company in which the Company is not the surviving corporation, (iii)
a merger or consolidation or reorganization in which the Company is the surviving
corporation but after which the shareholders cease to own their shares in the Company, (iv)
the sale of substantially all of the assets of the Company, (v) the acquisition, sale, or transfer
of more than fifty percent (50%) of the outstanding shares of the Company (herein referring
to (i) through (v) as "Corporate Transaction"), or (vi) the Board of Directors of the Company
proposes that the Company enter into a Corporate Transaction, then the Committee may in
its discretion accelerate the dates upon which any or all outstanding restrictions on the
Restricted Shares granted to Grantee shall lapse.
Whenever deemed appropriate by the Committee, any action referred to in this
Section 4(b) may be made conditional upon the consummation of the applicable Corporate
Transaction.
c.
Committee Determination
.  Any adjustments or other action pursuant to this
Section 4 shall be made by the Committee, and the Committee's determination as to what
adjustments shall be made or actions taken, and the extent thereof, shall be final and binding.
5.
Rights as Shareholder
.  The Grantee shall be entitled to all of the rights of a
shareholder  with respect to the Restricted Shares, including the right to vote such Shares and to
receive dividends and other distributions (not including Share adjustments as described in Section
4(a) above) payable with respect to such Shares since the Grant Date.
6.
Legends
.  All certificates evidencing Shares purchased under this Agreement in an
unregistered transaction shall bear the following legend (and such other restrictive legends as are
required or deemed advisable under the provisions of any applicable law):
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION
OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
THAT SUCH REGISTRATION IS NOT REQUIRED.  THE TRANSFERABILITY
OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) OF THE AGRONIX, INC. RESTRICTED SHARE PLAN AND
RESTRICTED SHARE AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND AGRONIX, INC. COPIES OF SUCH PLAN AND
AGREEMENT ARE ON FILE IN THE OFFICES OF AGRONIX, INC.
If, in the opinion of the Company and its counsel, any legend placed on a stock
certificate representing Shares sold under this Agreement is no longer required, the Grantee under
such certificate shall be entitled to exchange such certificate for a certificate representing the same
number of Shares but without such legend.
7.
Grantee Bound by Plan
.  Grantee hereby acknowledges receipt of a copy of the Plan
and acknowledges that Grantee shall be bound by its terms, regardless of whether such terms have
been set forth in the Agreement.  Notwithstanding the foregoing, if there is an inconsistency between
the terms of the Plan and the terms of this Agreement, Grantee shall be bound by the terms of the
Plan.
8.
Notices
.  Any notice or other communication made in connection with this Agreement
shall be deemed duly given when delivered in person or mailed by certified or registered mail, return
receipt requested, to Grantee at Grantee's address listed above or such other address of which
Grantee shall have advised the Company by similar notice, or to the Company at its then principal
office, to the attention of the Committee.
9.
Miscellaneous
.  This Agreement and the Plan set forth the parties' final and entire
agreement with respect to the subject matter hereof, may not be changed or terminated orally and
shall be governed by and shall be construed in accordance with the laws of the State of Florida,
United States of America, despite the fact that one or both parties may be or shall become a resident
of a different state or country.  This Agreement shall bind and benefit Grantee, the heirs, distributees
and personal representative of Grantee, and the Company and its successors and assigns.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first
above written.
AGRONIX, INC.
By: _________________________________
Title: ________________________________
GRANTEE
__________________________________
__________________________________
EXHIBIT 5.1
Gary S. Joiner
Frascona Joiner Goodman and Greenstein, P.C.
4750 Table Mesa Drive
Boulder, CO 80305
Phone: (303) 494-3000
Facsimile:  (949) 494-6309
May 29, 2002
Agronix, Inc.
1666 West 75
th
Avenue
Vancouver, B.C.
Canada
V6P 6G2
Re:  Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 (the
"Registration Statement") as proposed to be filed by you with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933, as amended, of
the offer and sale or resale of up to 3,000,000 shares of Common Stock, no par value per share
(the "Common Stock"), of Agronix, Inc., a Florida corporation (the "Company"), upon the
exercise of options previously granted or to be granted for the purchase of Common Stock and
for the resale of Common Stock previously granted or to be granted, all pursuant to the
Companys Stock Compensation Plan.  We have further examined the proceedings that you have
previously taken and are familiar with the additional proceedings proposed to be taken in
connection with the authorization, issuance, and sale of the Common Stock.
Subject to compliance with applicable state securities and "Blue Sky" laws, we are of the
opinion that the Common Stock, upon issuance and sale (or resale, if applicable) , in the manner
described in the Registration Statement, will be (or has been and is, if applicable), legally issued
and fully paid, and will (or does, if applicable) constitute nonassessable securities of the
Company.
We consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to
the use of our name in the Prospectus constituting a part thereof.
Very truly yours,
/S/ GARY S. JOINER
FRASCONA JOINER GOODMAN AND GREENSTEIN, P.C.
EXHIBIT 23.1
[Grant Thornton LLP Letterhead]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated March 5, 2002 accompanying the financial statements of Agronix,
Inc. appearing in the 2001 Annual Report of the Company to its shareholders and accompanying the
schedules included in the Annual Report on Form 10-KSB for the year ended December 31, 2001
and for the period from inception (January 20, 2000) to December 31, 2001, which are incorporated
by reference in this Registration Statement.  We consent to the incorporation by reference in the
Registration Statement of the aforementioned reports and to the use of our name as it appears under
the caption "Experts."
Vancouver, Canada	/s/ Grant Thornton LLP
May 28, 2002	Chartered Accountants
Exhibit 23.2
Gary S. Joiner
Frascona Joiner Goodman and Greenstein, P.C.
4750 Table Mesa Drive
Boulder, CO 80305
Phone: (303) 494-3000
Facsimile:  (949) 494-6309
May 29, 2002
Agronix, Inc.
1666 West 75
th
Avenue, 2
nd
Floor
Vancouver, BC
Canada V6P 6G2
Re:  Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 (the
"Registration Statement") as proposed to be filed by you with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933, as amended, of
the offer and sale or resale of up to 3,000,000 shares of Common Stock, no par value per share
(the "Common Stock"), of Agronix, Inc., a Florida corporation (the "Company"), upon the
exercise of options previously granted or to be granted for the purchase of Common Stock and
for the resale of Common Stock previously granted or to be granted, all pursuant to the
Companys Stock Compensation Plan.  We have further examined the proceedings that you have
previously taken and are familiar with the additional proceedings proposed to be taken in
connection with the authorization, issuance, and sale of the Common Stock.
Subject to compliance with applicable state securities and "Blue Sky" laws, we are of the
opinion that the Common Stock, upon issuance and sale (or resale, if applicable) , in the manner
described in the Registration Statement, will be (or has been and is, if applicable), legally issued
and fully paid, and will (or does, if applicable) constitute nonassessable securities of the
Company.
We consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the
use of our name in the Prospectus constituting a part thereof.
Very truly yours,
/S/ GARY S. JOINER
FRASCONA JOINER GOODMAN AND GREENSTEIN, P.C
.