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,  0.0001 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


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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.

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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