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                                                                  EXHIBIT 2(ii)

                       PRE-ORGANIZATION SUBSCRIPTION AND

                       LETTER OF NON-DISTRIBUTIVE INTENT

         THE UNDERSIGNED hereby offers to purchase ten (10) shares of common
stock of AU 'N AG, INC., a Delaware corporation (the "Company") in connection
with the proposed merger between the Company and AU 'N AG, INC. and in return
for the following consideration: $10.00; provided however that the undersigned
understands and acknowledges that said shares shall immediately and
automatically be cancelled upon the effective date of the merger between the
Company AU 'N AG, INC., a Utah corporation. In addition, the undersigned
represents to and agrees with the Company as follows:

     (a)  The shares being acquired have not been registered under the
          Securities Act of 1933, as amended, (the "Act") or any state
          securities laws, and such shares are being issued by the Company in
          reliance upon the exemption from the registration requirements of the
          Act contained in Section 4(2) of the Act and upon a similar exemption
          contained in applicable state securities laws;

     (b)  At the time it acquired the shares in the Company, it had full
          information concerning the Company's affairs as a result of its
          relationship with officers and directors of the Company, the stock
          was acquired for its own account and for purposes other than of
          distribution, and the certificate evidencing its common stock is to
          be stamped with a restrictive legend;

     (c)  The Company is newly formed, has no operating history, has no assets
          other than what the initial shareholders will contribute to the
          Company, has not paid any dividends and does not anticipate paying
          any dividends in the foreseeable future;

     (d)  It has received and carefully read copies of the organizational
          documents of the Company and has had access to full information
          concerning the Company, its officers and directors in order to
          evaluate the merits and risks of an investment in the Company's
          shares;

     (e)  The shares which the corporation is receiving are "restricted
          securities" which may not be sold into the market for a period of two
          years after the date upon which the restricted securities are fully
          paid for and delivered, and after two years, he may or may not be in
          a position to sell restricted securities pursuant to Rule 144
          promulgated under the Act, the guidelines of which provide, among
          other things, that (i) the restricted securities may not be resold
          for a period of two years, (ii) thereafter the owner can sell up to 1
          percent of the outstanding shares (or an amount based upon trading
          volume) of the Company, (iii) in a 3-month period, (iv) if the
          transaction is unsolicited, (v) there is current information
          available, (vi) the broker (or dealer in certain circumstances)
          received no more than the customary compensation, and (vii) a Form
          144 is filed with the United States Securities & Exchange Commission
          (if required).


Dated:   February 15, 1994                       AU 'N AG, INC.
                                                 (A Utah Corporation)


                                                 By  /S/ R.G. Listul, President
                                                 ------------------------------
                                                 R.G. Listul, President


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