EXHIBIT  10.1
FISCAL  2002  EQUITY  COMPENSATION  PLAN

                               AGROCAN CORPORATION

                      Fiscal 2002 Equity Compensation Plan

1.  The purpose of this AgroCan Corporation Fiscal 2002 Equity Compensation Plan
(the "Plan") is enable AgroCan Corporation (the "Company") to offer and issue to
certain employees, former employees, advisors and consultants of the Company and
its  affiliates  common  stock  of the Company in payment of amounts owed by the
Company  to  such  third  parties.

2.  Administration  of the Plan. The Plan shall be administered by the Company's
Board  of  Directors  (the  "Board").

2.1.  Award  or  Sales of shares. The Company's Board shall (a) select those key
employees  (including  officers) and directors of and consultants to whom shares
of  the  Company's  Common Stock shall be awarded or sold, and (b) determine the
number  of shares to be awarded or sold; the time or times at which shares shall
be  awarded or sold; whether the shares to be awarded or sold will be registered
with  the  Securities  and  Exchange  Commission; and such conditions, rights of
repurchase,  rights of first refusal or other transfer restrictions as the Board
may  determine.  Each  award  or sale of shares under the Plan may or may not be
evidenced  by  a  written  agreement between the Company and the persons to whom
shares  of  the  Company's  Common  Stock  are  awarded  or  sold.

2.2.  Consideration  for  Shares.  Shares  of  the  Company's Common Stock to be
awarded  or sold under the Plan shall be issued for such consideration, having a
value  not less than par value thereof, as shall be determined from time to time
by  the  Board  in  its  sole  discretion.

2.3.  Board  Procedures.  The  Board  from time to time may adopt such rules and
regulations  for carrying out the purposes of the Plan as it may deem proper and
in  the  best  interests  of  the  Company.  The Board shall keep minutes of its
meetings  and  records  of  its  actions. A majority of the members of the Board
shall  constitute a quorum for the transaction of any business by the Board. The
Board  may act at any time by an affirmative vote of a majority of those members
voting.  Such vote shall be taken at a meeting (which may be conducted in person
or  by  any  telecommunication  medium)  or  by written consent of Board members
without  a  meeting.

2.4.  Finality  of  Board  Action. The Board shall resolve all questions arising
under  the  Plan.  Each  determination,  interpretation, or other action made or
taken  by  the  Board  shall be final and conclusive and binding on all persons,
including,  without  14 limitation, the Company, its stockholders, the Board and
each  of  the  members  of  the  Board.

2.5.  Non-Liability  of  Board  Members. No Board member shall be liable for any
action  or  determination  made by him in good faith with respect to the Plan or
any  shares  of  the  Company's  Common  Stock  sold  or  awarded  under  it.


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2.6.  Board  Power to amend, Suspend, or Terminate the Plan. The Board may, from
time  to  time,  make  such  changes  in or additions to the Plan as it may deem
proper  and in the best interests of the Company and its Stockholders. The Board
may  also  suspend or terminate the Plan at any time, without notice, and in its
sole  discretion.

3.  Shares Subject to the Plan. For purposes of the Plan, the Board of Directors
is  authorized  to  sell  or  award up to 5,000,000 shares and/or options of the
Company's  Common  Stock,  0.001  par  value  per  share  ("Common  Stock").

4.  Participants.  All  key  employees (including officers) and directors of and
consultants  to  the  Company and any of its subsidiaries (sometimes referred to
herein  as  ("Participants")  are eligible to participate in the Plan. A copy of
this  Plan  shall  be  delivered to all requesting participants, together with a
copy  of  any  Board  resolutions  authorizing  the  issuance  of the shares and
establishing  the terms and conditions, if any, relating to the sale or award of
such  shares.

5. Rights and Obligations of Participants. The award or sale of shares of Common
Stock shall be conditioned upon the participant providing to the Board a written
representation that, at the time of such award or sale, it is the intent of such
person(s)  to  acquire the shares for investment only and not with a view toward
distribution.  The  certificate  for  unregistered  shares issued for investment
shall be restricted by the Company as to transfer unless the Company receives an
opinion  of  counsel  satisfactory  to  the  Company  to  the  effect  that such
restriction  is  not  necessary  under the pertaining law. The providing of such
representation  and such restriction on transfer shall not, however, be required
upon  any person's receipt of shares of Common Stock under the Plan in the event
that,  at  the  time  of  award  or  sale, the shares shall be (i) covered by an
effective  and  current registration statement under the Securities Act of 1933,
as  amended,  and  (ii)  either  qualified  or  exempt  from qualification under
applicable  state  securities  laws.  The  Company  shall,  however,  under  no
circumstances  be required to sell or issue any shares under the Plan if, in the
opinion  of  the  Board,  (i)  the  issuance  of  such shares would constitute a
violation  by the participant or the Company of any applicable law or regulation
of  any  governmental  authority,  or  (ii)  the  consent  or  approval  of  any
governmental  body is necessary or desirable as a condition of, or in connection
with,  the  issuance  of  such  shares.

6.  Payment  of  Shares.

(a)  The  entire purchase price of shares issued under the Plan shall be payable
in lawful money of the United States of America at the time when such shares are
purchased,  except  as  provided  in  subsection  (b)  below.

(b)  At  the  discretion  of  the  Board, Shares may be issued under the Plan in
consideration  of  services  rendered.

7.  Adjustments. If the outstanding Common Stock shall be hereafter increased or
decreased, or changed into or exchanged for a different number or kind of shares
or  other  securities  of  the Company or of another corporation, by reason of a
recapitalization, reclassification, reorganization, merger, consolidation, share
exchange,  or  other  business combination in which the Company is the surviving
parent  corporation, stock split-up, combination of shares, or dividend or other
distribution  payable  in  capital  stock  or  rights  to acquire capital stock,
appropriate  adjustment  shall  be  made  by the Board in the number and kind of
shares  which  may  be  granted  under  the  Plan.


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8.     Tax  Withholding.  As a condition to the purchase or award of shares, the
participant  shall  make  such  arrangements  as  the  Board may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that  may  arise  in  connection  with  such  purchase  or  award.

9.  Terms  of  the  Plan.

9.1.  Effective  Date.  The  Plan  shall  become  effective  on  March 28, 2003.

9.2.  Termination  Date. The Plan shall terminate at Midnight on March 27, 2005,
and  no  shares  shall  be  awarded  or  sold  after  that time. The Plan may be
suspended  or terminated at any earlier time by the Board within the limitations
set  forth  in  Section  2.6.

10.  Non-Exclusivity  of  the Plan. Nothing contained in the Plan is intended to
amend,  modify,  or rescind any previously approved compensation plans, programs
or  options  entered  into by the Company. This Plan shall be construed to be in
addition to and independent of any and all such other arrangements. The adoption
of  the  Plan by the Board shall not be construed as creating any limitations on
the  power  of  authority  of  the  Board  to adopt, with or without stockholder
approval,  such  additional  or other compensation arrangements as the Board may
from  time  to  time  deem  desirable.

11.  Governing  Law.  The  Plan and all rights and obligations under it shall be
construed  and  enforced  in  accordance with the laws of the state of Delaware.

Dated  as  of  March  28,  2003


                                      AGROCAN  CORPORATION

                                      By:  /s/  Lawrence  Hon
                                      ---------------------------
                                      Lawrence  Hon,  President
                                      Chief  Executive  Officer


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