EXHIBIT  4.1
CONSULTING  AGREEMENTS


                          FINANCIAL ADVISORY AGREEMENT

THIS  FINANCIAL  ADVISORY  AGREEMENT  (the  "Agreement"),  made this 28th day of
March,  2003  by  and between: AgroCan Corp. (a Delaware registered corporation)
located  at  706  Dominion  Centre, 43 Queen's Road East, Hong Kong (hereinafter
referred  to  as (the "Company") and Mr. Wong Wai Hung of Flat 6, 7/F., Block A,
Mai  Hing  Industrial  Building,  16-18  Hing  Yip Street, Hong Kong, a business
consultant  (hereinafter  referred  to  as  "Consultant").

WITNESSETH  THAT:

WHEREAS,  the  Company  desires  to engage Consultant to assist the Company on a
non-exclusive  basis for financial advisory services for the specific purpose of
identifying  merger  and  acquisition  party  up  to  an  aggregate  amount  of
$5,000,000.00  in  the  equity  of  the  Company;  and

WHEREAS,  the  Company  and the Consultant desire to set forth in this Agreement
all  of  the terms and conditions that shall govern their business relationship.

NOW,  THEREFORE,  intending  to  be  legally  bound, and in consideration of the
mutual  promises  and  covenants,  the  parties  have  agreed  as  follows:

1.   APPOINTMENT:  The  Company  hereby appoints Consultant as its non-exclusive
     financial  Consultant  and  hereby  retains  Consultant,  on  the terms and
     conditions  of  this  Agreement.  Consultant  accepts  such appointment and
     agrees  to  perform  the  services  upon  the  terms and conditions of this
     Agreement.

2.   TERM:  The  term of this Agreement shall be for Twelve (12) months from the
     date  signed.  This Agreement can be terminated at any time by either party
     upon  giving 30 days written notice to the other party. Notwithstanding any
     termination of this Agreement, the promises of confidentiality set forth in
     this Agreement below shall survive for a period of Six (6) months following
     any  termination  hereof.

3.   SERVICES  AND  COMPENSATION:

     (a)  Consultant  shall  assist  the  Company through its relationships with
          potential sources on a best efforts basis in order to identify sources
          for  the  acquisition of the Company's equity securities in connection
          with  upto  $5,000,000.00.

     (b)  the  Company  agrees, upon signing of this Agreement, to issue 500,000
          shares of Common Stock of the Company to the Consultant as initial and
          non-refundable  service  fee. The shares shall be issued pursuant to a
          registration  statement  or  exemption  and  be  freely  tradable.

     (c)  In  the  event the Consultant introduces the Company to any party that
          leads  to  merger and/or acquisition transaction with the Company that
          the  Consultant  will  be  compensated  at  time  of  closing  of  the
          merger/acquisition  transaction  a  fee  upto  six percent (6%) on the
          transaction of the merger/acquisition based on number of shares issued
          by  the  Company  for  the  transaction.

     (d)  The  Company  will pay for all pre-approved expenses and disbursements
          incurred by the Consultant on behalf of the Company in connection with
          the Financial Relations, and the Company will make its representatives
          available  upon  reasonable  notice  to  meet  with potential sources.


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<PAGE>
4.   LIMITATIONS  ON  SERVICES:  The  parties  recognize  that  certain
     responsibilities  and  obligations  are  imposed  by  Federal  and  State
     Securities  Laws  and  by  the  applicable  rules  and regulations of Stock
     Exchanges,  The  National  Association of Securities Dealers, in-house "due
     diligence"  or  "compliance"  departments  of  brokerage  houses,  etc.
     Accordingly,  Consultant  agrees:

     (a)  Consultant  shall  not  communicate  with  any potential source before
          receiving  approval  from  the  Company.

     (b)  Company  acknowledges  that  the  Consultant  does  not  hold  any
          professional  licenses,  including  any  NASD  license  to  serve as a
          broker-dealer;  accordingly,  the  Consultant  shall  not  act  as  a
          broker-dealer,  and  will  not  solicit  the purchase of the Company's
          equity  securities  from  potential  investors.  All  of  Consultant's
          services  rendered  pursuant  to  the terms of this Agreement shall be
          performed  in  full  compliance  with all applicable federal and state
          securities  laws,  rules  and  regulations.

     (c)  Consultant  shall  not  render  any legal advice or perform accounting
          services and is not acting as an investment advisor within the meaning
          of  the  applicable  state  and  federal  Securities  Laws,  rules and
          regulations.

     (d)  Consultant's  services  shall not be exclusive nor shall Consultant be
          required  to  render  any  specific number of hours or assign specific
          personnel  to  the  Company  or  it's  projects.

     (e)  Consultant  makes no promise that it will be successful in introducing
          the  Company  to  potential  source  for  any  merger  or acquisition.

     (f)  Consultant  hereby acknowledges that it is not an agent or employee of
          the  Company  and agrees to indemnify the Company from and against any
          liability  of  any  nature  whatsoever arising out of or in connection
          with  Consultant's  gross  negligence or intentional action omitted or
          taken  in  connection  with  this  Agreement.

5.   DUTIES  OF  COMPANY:

     (a)  Company shall supply Consultant, on a reasonably scheduled basis, with
          all  approved  data and information about the Company, its management,
          its  products, and its operations and the Company shall be responsible
          for  advising  Consultant of any facts which would affect the accuracy
          of any prior data and information previously supplied to Consultant so
          that  Consultant  may  take  corrective  action.

     (b)  Unless  advised to the contrary, the Company shall be deemed to make a
          continuing  representation  of  the  accuracy  of any and all material
          facts,  material,  information,  and  data,  which  it  supplies  to
          Consultant  and the Company acknowledges its awareness that Consultant
          will  rely  on  such  continuing  representation.

     (c)  Company  hereby  agrees  to  indemnify Consultant against, and to hold
          Consultant  harmless  from, any claims, demands, suits, loss, damages,
          and  etc,  arising  out  of Consultants reliance upon the accuracy and
          continuing  accuracy  of  such facts, material, information, and data,
          unless  Consultant  has  been  negligent  in fulfilling the duties and
          obligations  hereunder.

6.   CONFIDENTIALITY: Consultant acknowledges that the execution and delivery of
     this  Agreement  as  well  as  certain,  non-public information that it may
     receive  from  the  Company  is "Confidential Information" which shall also
     include  any  and all information in oral or written form that is disclosed


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<PAGE>
     to  a  party  ("the  Receiving Party"), by the other party ("the Disclosing
     Party")  that  has  not  been  publicly  made known by the Disclosing Party
     either  prior  to  or  subsequent  to the Receiving Party's receipt of such
     information.  With  respect  to  any  non-public,  material information the
     Consultant  may  obtain  concerning  the  Company,  the  Consultant  hereby
     acknowledges  the  application  of  the  antifraud  rules  of  the  federal
     securities  laws  concerning  its  use  and  dissemination.  Each  party
     acknowledges  that the other party is entering into this Agreement in large
     part  because of the promises made in this paragraph and that any breach or
     threatened  breach  by a party of these promises will result in irreparable
     damage  to  a  party  for  which liquidated damages count not be reasonably
     calculated.  Accordingly,  both parties agree that in the event of a breach
     or  threatened  breach  of the promises made in paragraph, a party may seek
     and  obtain  an  injunction against any such breach or threatened breach in
     any  federal or state court in the State of Florida upon application and to
     whose  jurisdiction  the  parties hereby consent. The Company agrees not to
     contact  any  of  the  Consultant's  sources  without  the prior consent of
     Consultant  for  a  period  of  One (1) years after the termination of this
     Agreement.

7.   ENTIRE  AGREEMENT:  This  instrument  contains  the entire Agreement of the
     parties  and  may  be  modified  only by Agreement in writing signed by the
     party  against  whom  enforcement  of  any  waiver,  change,  modification,
     extension,  or  discharge  is  sought.

IN  WITNESS  WHEREOF,  the  persons  signing  below  warrant  that they are duly
authorized  to sign for and on behalf of, the respective parties. This Agreement
may  be executed in duplicate originals, and any executed copy of this Agreement
made  by  reliable  means  (e.g.  photocopy or facsimile) shall be considered an
original.




                                           For:  AgroCan  Corp.

By:  /s/Wong  Wai  Hung                    By:  /S/Lawrence  Hon
         ------------------                     ----------------
     WONG  WAI  HUNG                            LAWRENCE  HON,  President

     Date:  March  28th  ,  2003                Date:  March  28th  ,  2003


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<PAGE>
                          FINANCIAL ADVISORY AGREEMENT

THIS  FINANCIAL  ADVISORY  AGREEMENT  (the  "Agreement"),  made this 28th day of
March,  2003  by  and between: AgroCan Corp. (a Delaware registered corporation)
located  at  706  Dominion  Centre, 43 Queen's Road East, Hong Kong (hereinafter
referred to as (the "Company") and Winnex Enterprises Ltd, located at Sea Meadow
House,  Blackburne  Highway, Road Town Torola, British Virgin Islands, a company
providing  Consultant  services  (hereinafter  referred  to  as  "Consultant").

WITNESSETH  THAT:

WHEREAS,  the  Company  desires  to engage Consultant to assist the Company on a
non-exclusive  basis for financial advisory services for the specific purpose of
identifying  merger  and  acquisition  party  up  to  an  aggregate  amount  of
$5,000,000.00  in  the  equity  of  the  Company;  and

WHEREAS,  the  Company  and the Consultant desire to set forth in this Agreement
all  of  the terms and conditions that shall govern their business relationship.

NOW,  THEREFORE,  intending  to  be  legally  bound, and in consideration of the
mutual  promises  and  covenants,  the  parties  have  agreed  as  follows:

8.   APPOINTMENT:  The  Company  hereby appoints Consultant as its non-exclusive
     financial  Consultant  and  hereby  retains  Consultant,  on  the terms and
     conditions  of  this  Agreement.  Consultant  accepts  such appointment and
     agrees  to  perform  the  services  upon  the  terms and conditions of this
     Agreement.

9.   TERM:  The  term of this Agreement shall be for Twelve (12) months from the
     date  signed.  This Agreement can be terminated at any time by either party
     upon  giving 30 days written notice to the other party. Notwithstanding any
     termination of this Agreement, the promises of confidentiality set forth in
     this Agreement below shall survive for a period of Six (6) months following
     any  termination  hereof.

10.  SERVICES  AND  COMPENSATION:

     (e)  Consultant  shall  assist  the  Company through its relationships with
          potential sources on a best efforts basis in order to identify sources
          for  the  acquisition of the Company's equity securities in connection
          with  upto  $5,000,000.00.

     (f)  the  Company  agrees, upon signing of this Agreement, to issue 500,000
          shares of Common Stock of the Company to the Consultant as initial and
          non-refundable  service  fee. The shares shall be issued pursuant to a
          registration  statement  or  exemption  and  be  freely  tradable.

     (g)  In  the  event the Consultant introduces the Company to any party that
          leads  to  merger and/or acquisition transaction with the Company that
          the  Consultant  will  be  compensated  at  time  of  closing  of  the
          merger/acquisition  transaction  a  fee  upto  six percent (6%) on the
          transaction of the merger/acquisition based on number of shares issued
          by  the  Company  for  the  transaction.

     (h)  The  Company  will pay for all pre-approved expenses and disbursements
          incurred by the Consultant on behalf of the Company in connection with
          the Financial Relations, and the Company will make its representatives
          available  upon  reasonable  notice  to  meet  with potential sources.

11.  LIMITATIONS  ON  SERVICES:  The  parties  recognize  that  certain
     responsibilities  and  obligations  are  imposed  by  Federal  and  State
     Securities  Laws  and  by  the  applicable  rules  and regulations of Stock


                                       11
<PAGE>
     Exchanges,  The  National  Association of Securities Dealers, in-house "due
     diligence"  or  "compliance"  departments  of  brokerage  houses,  etc.
     Accordingly,  Consultant  agrees:

     (g)  Consultant  shall  not  communicate  with  any potential source before
          receiving  approval  from  the  Company.

     (h)  Company  acknowledges  that  the  Consultant  does  not  hold  any
          professional  licenses,  including  any  NASD  license  to  serve as a
          broker-dealer;  accordingly,  the  Consultant  shall  not  act  as  a
          broker-dealer,  and  will  not  solicit  the purchase of the Company's
          equity  securities  from  potential  investors.  All  of  Consultant's
          services  rendered  pursuant  to  the terms of this Agreement shall be
          performed  in  full  compliance  with all applicable federal and state
          securities  laws,  rules  and  regulations.

     (i)  Consultant  shall  not  render  any legal advice or perform accounting
          services and is not acting as an investment advisor within the meaning
          of  the  applicable  state  and  federal  Securities  Laws,  rules and
          regulations.

     (j)  Consultant's  services  shall not be exclusive nor shall Consultant be
          required  to  render  any  specific number of hours or assign specific
          personnel  to  the  Company  or  it's  projects.

     (k)  Consultant  makes no promise that it will be successful in introducing
          the  Company  to  potential  source  for  any  merger  or acquisition.

     (l)  Consultant  hereby acknowledges that it is not an agent or employee of
          the  Company  and agrees to indemnify the Company from and against any
          liability  of  any  nature  whatsoever arising out of or in connection
          with  Consultant's  gross  negligence or intentional action omitted or
          taken  in  connection  with  this  Agreement.

12.  DUTIES  OF  COMPANY:

     (d)  Company shall supply Consultant, on a reasonably scheduled basis, with
          all  approved  data and information about the Company, its management,
          its  products, and its operations and the Company shall be responsible
          for  advising  Consultant of any facts which would affect the accuracy
          of any prior data and information previously supplied to Consultant so
          that  Consultant  may  take  corrective  action.

     (e)  Unless  advised to the contrary, the Company shall be deemed to make a
          continuing  representation  of  the  accuracy  of any and all material
          facts,  material,  information,  and  data,  which  it  supplies  to
          Consultant  and the Company acknowledges its awareness that Consultant
          will  rely  on  such  continuing  representation.

     (f)  Company  hereby  agrees  to  indemnify Consultant against, and to hold
          Consultant  harmless  from, any claims, demands, suits, loss, damages,
          and  etc,  arising  out  of Consultants reliance upon the accuracy and
          continuing  accuracy  of  such facts, material, information, and data,
          unless  Consultant  has  been  negligent  in fulfilling the duties and
          obligations  hereunder.

13.  CONFIDENTIALITY: Consultant acknowledges that the execution and delivery of
     this  Agreement  as  well  as  certain,  non-public information that it may
     receive  from  the  Company  is "Confidential Information" which shall also
     include  any  and all information in oral or written form that is disclosed
     to  a  party  ("the  Receiving Party"), by the other party ("the Disclosing
     Party")  that  has  not  been  publicly  made known by the Disclosing Party
     either  prior  to  or  subsequent  to the Receiving Party's receipt of such
     information.  With  respect  to  any  non-public,  material information the


                                       12
<PAGE>
     Consultant  may  obtain  concerning  the  Company,  the  Consultant  hereby
     acknowledges  the  application  of  the  antifraud  rules  of  the  federal
     securities  laws  concerning  its  use  and  dissemination.  Each  party
     acknowledges  that the other party is entering into this Agreement in large
     part  because of the promises made in this paragraph and that any breach or
     threatened  breach  by a party of these promises will result in irreparable
     damage  to  a  party  for  which liquidated damages count not be reasonably
     calculated.  Accordingly,  both parties agree that in the event of a breach
     or  threatened  breach  of the promises made in paragraph, a party may seek
     and  obtain  an  injunction against any such breach or threatened breach in
     any  federal or state court in the State of Florida upon application and to
     whose  jurisdiction  the  parties hereby consent. The Company agrees not to
     contact  any  of  the  Consultant's  sources  without  the prior consent of
     Consultant  for  a  period  of  One (1) years after the termination of this
     Agreement.

14.  ENTIRE  AGREEMENT:  This  instrument  contains  the entire Agreement of the
     parties  and  may  be  modified  only by Agreement in writing signed by the
     party  against  whom  enforcement  of  any  waiver,  change,  modification,
     extension,  or  discharge  is  sought.


IN  WITNESS  WHEREOF,  the  persons  signing  below  warrant  that they are duly
authorized  to sign for and on behalf of, the respective parties. This Agreement
may  be executed in duplicate originals, and any executed copy of this Agreement
made  by  reliable  means  (e.g.  photocopy or facsimile) shall be considered an
original.



For:  Winnex  Enterprises  Ltd                For:   AgroCan  Corp.

By:   /s/Gerwin  Vilain                       By:    /s/Lawrence  Hon
      -----------------                              ----------------
      GERWIN  VILAIN,  Director                      LAWRENCE  HON,  President

Date: March  28th,  2003                      Date:  March  28th,  2003


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