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<TEXT>
                      U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                  FORM S-8 POS

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             AVERY SPORTS TURF, INC.
              (Exact Name of Registrant as Specified in its Charter)

          Delaware                                   52-2171803
 (State of Incorporation)                       (I.R.S. Employer ID No.)

   7550 24th Avenue South, Suite 168, Minneapolis, Minnesota       55450
           (Address of principal executive offices)

Amended and Restated Non-Employee Directors and Consultants Retainer Stock Plan
                            (Full title of the plan)

                           Gary L. Borglund, President
                             Avery Sports Turf, Inc.
                          7550 24th Avenue South, Suite 168
                           Minneapolis, Minnesota 55450
                               (612) 746-4025, ext. 29
           (Name, address, and telephone number of agent for service)

                                   With a copy to:
                  Brian F. Faulkner, A Professional Law Corporation
                           27127 Calle Arroyo, Suite 1923
                       San Juan Capistrano, California 92675
                                  (949) 240-1361

                          CALCULATION OF REGISTRATION FEE

Title of         Amount to be     Proposed        Proposed       Amount of
Securities       Registered       Maximum         Aggregate      Registration
to be                             Offering        Offering          Fee
Registered                        Price             Price
                                  Per Share

Common Stock      30,000,000 (1)   $0.001 (2)      $30,000          $3.80


(1)(2)  The Amended and Restated Non-Employee Directors and Consultants
Retainer Stock Plan (Amendment No. 4) authorizes a total of 60,000,000
shares, 30,000,000 of which have already been registered in a Form S-8
filed on August 20, 2003.  The offering price per share is established
under Rule 457(h)(1) pursuant to the deemed issuance price as set forth
in the Plan (see Exhibit 4 to this Form S-8).

                                   PART I
          INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

     See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The documents containing the information specified in Part I, Items
1 and 2 will be delivered to each of the participants in accordance with
Form S-8 and Rule 428 promulgated under the Securities Act of 1933.  The
participants shall be provided a written statement notifying them that
upon written or oral request they will be provided, without charge, (a)
the documents incorporated  by reference in Item 3 of Part II of the
registration statement, and (b) other documents required to be delivered
pursuant to Rule 428(b).  The statement will inform the participants
that these documents are incorporated by reference in the Section 10(a)
prospectus, and shall include the address (giving title or department)
and telephone number to which the request is to be directed.

                                   PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

(1)  The following are hereby incorporated by reference:

     (a)  The Registrant's latest annual report on Form 10-KSB for the
     fiscal year ended December 31, 2002, filed on August 4, 2003.

     (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 financial statements contained in the Form 10-KSB referred
     to in (a) above, which consist of a Form 8-K filed on February 19,
     2003, a Form 8-K filed on April 28, 2003, an amended Form 8-K filed
     on May 29, 2003, amended Form 10-KSB's (1999, 2000, and 2001 fiscal
     years) filed on August 4, 2003, a Form 10-QSB (quarter ended March
     2000) filed on August 4, 2003, Form 10-QSB's (quarters ended June
     2000, September 2000, March 2001, June 2001, and September 2001)
     filed on August 5, 2003, amended Form 10-QSB's  (quarters ended
     March 2002, June 2002 and September 2002), a Form 10-QSB (quarter
     ended March 31, 2003) filed on August 14, 2003, a Form 10-QSB
     (quarter ended June 30, 2003) filed on August 14, 2003, and a Form
     10-QSB (quarter ended September 30, 2002) filed on November 13, 2003.

(2)  A description of the securities of the Registrant is contained in a
Form 10-SB filed on February 10, 2000.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14,  and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the
date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

     Other than as set forth below, no named expert or counsel was hired
on a contingent basis, will receive a direct or indirect interest in the
small business issuer, or was a promoter, underwriter, voting trustee,
director, officer, or employee of the Registrant.

     Brian F. Faulkner, A Professional Law Corporation, counsel for the
Registrant as giving an opinion on the validity of the securities being
registered, has previously received shares of common stock pursuant to
the Registrant's Non-Employee Directors and Consultants Retainer Stock
Plan, as amended, under a Form S-8 in exchange for legal services
previously rendered to the Registrant under attorney-client contracts.
He will be receiving additional shares of common stock under this Form
S-8 for additional legal services to be rendered to the Registrant.
These legal services consist of advice and preparation work in
connection with reports of the Registrant filed under the Securities
Exchange Act of 1934, and other general corporate and securities work
for the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Limitation of Liability.

(a)  Articles of Incorporation and Bylaws.

     The Registrant's articles of incorporation provide the following
with regard to liability:

     "5. No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,
(ii) the acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit."

(b)  Delaware General Corporation Law.

    "Section 325. Actions against officers, directors or stockholders to
enforce liability of corporation; unsatisfied judgment against corporation.

     (a) When the officers, directors or stockholders of any corporation
shall be liable by the provisions of this chapter to pay the debts of
the corporation, or any part thereof, any person to whom they are liable
may have an action, at law or in equity, against any 1 or more of them,
and the complaint shall state the claim against the corporation, and the
ground on which the plaintiff expects to charge the defendants personally.

     (b) No suit shall be brought against any officer, director or
stockholder for any debt of a corporation of which such person is an
officer, director or stockholder, until judgment be obtained therefor
against the corporation and execution thereon returned unsatisfied."

Indemnification.

(a)  Articles of Incorporation and Bylaws.

     There are no provisions in the articles of incorporation or bylaws
of the Registrant with respect to indemnification.

(b)  Delaware General Corporation Law.

     "Section 145. Indemnification of officers, directors, employees and
agents; insurance.

     (a) A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe the person's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the person's conduct was unlawful.

     (b) A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made, with respect to a person
who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit
or proceeding, even though less than a quorum, or (2) by a committee of
such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written
opinion, or (4) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding such office.

     (g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this section.

     (h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

     (i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably
believed to be in the interest of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

     (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a corporation's
obligation to advance expenses (including attorneys' fees)."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

     (a)  (1) To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:

            (iii) To 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;

         (2) That, for the purpose of determining any liability under
     the Securities Act of 1933, 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.

        (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain
     unsold at the termination of the offering.

     (b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) 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.

     (e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by Article
3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information

     (h) That insofar as indemnification for liabilities arising under
the Securities Act of 1933  may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant 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 Registrant 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 Act and will be governed by the final adjudication of
such issue.

                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Company 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 authorize, in the City of Minneapolis, State
of Minnesota, on February 6, 2004.

                                       Avery Sports Turf, Inc.


                                       By: /s/  Gary Borglund
                                       Gary Borglund, President

                         Special Power of Attorney

     The undersigned constitute and appoint Gary Borglund their true and
lawful attorney-in-fact and agent with full power of substitution, for
him and in his name, place, and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments, to
this Form  S-8 Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting such attorney-in-fact
the full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:


Signature                    Title                            Date

/s/  Gary Borglund         President/Director                February 6, 2004
Gary Borglund

                                 EXHIBIT INDEX

Number                 Description

4      Amended and Restated Non-Employee Directors and Consultants
       Retainer Stock Plan, dated January 20, 2004 (see below).

5      Opinion Re: Legality (see below).

23.1   Consent of Accountant (see below).

23.3   Consent of Counsel (see below).

24     Special Power of Attorney (see signature page).


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>averyex41020904.txt
<TEXT>
EX-4.1              NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN

                           AVERY SPORTS TURF, INC.
         AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                             RETAINER STOCK PLAN

1.  Introduction.

This plan shall be known as the Avery Sports Turf, Inc. Amended and
Restated Non-Employee Directors and Consultants Retainer Stock Plan and
is hereinafter referred to as the "Plan".  The purposes of the Plan are
to enable Avery Sports Turf, Inc., a Delaware corporation ("Company"),
to promote  the interests of the Company and its shareholders by
attracting and retaining non-employee Directors and Consultants capable
of furthering the future success of the Company and by aligning their
economic interests more closely with those of the Company's
shareholders, by paying their retainer or fees in the form of shares of
the Company's common stock, par value one tenth of one cent ($0.001) per
share ("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder. References to any provision of the
Code or rule or regulation thereunder shall be deemed to include any
amended or successor provision, rule or regulation.

"Committee" means the committee that administers the Plan, as more fully
defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by the
Company for a Participant representing the Participant's interest in the
shares credited to such Deferred Stock
Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of Directors
of the Company.

"Dividend Equivalent" for a given dividend or other distribution means a
number of shares of Common Stock having a Fair Market Value, as of the
record date for such dividend or distribution, equal to the amount of
cash, plus the fair market value on the date of distribution of any
property, that is distributed with respect to one share of Common Stock
pursuant to such dividend or distribution; such fair market value to be
determined by the Committee in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite Tape or,
if not listed on such exchange, on any other national securities
exchange on which the Common Stock is listed or on NASDAQ on the last
trading day prior to the date with respect to which the Fair Market
Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of any
Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan shall be effective as of January 20, 2004 ("Effective Date"),
provided that it is approved by the Board.

4.  Eligibility.

Each individual who is a Director or Consultant on the Effective Date
and each individual who becomes a Director or Consultant thereafter
during the term of the Plan, shall be a participant ("Participant") in
the Plan, in each case during such period as such individual remains a
Director or Consultant and is not an employee of the Company or any of
its subsidiaries.  Each credit of shares of Common Stock pursuant to the
Plan shall be evidenced by a written agreement duly executed and
delivered by or on behalf of the Company and a Participant, if such an
agreement is required by the Company to assure compliance with all
applicable laws and regulations.

5.  Grants of Shares.

Commencing on the Effective Date, the amount for service to directors or
consultants shall instead be payable in shares of Common Stock ("Stock
Retainer") pursuant to this Plan at the deemed issuance price of one
tenth of one cent ($0.001) per Share.

6.  Deferral Option.

From and after the Effective Date, a Participant may make an election (a
"Deferral Election") on an annual basis to defer delivery of the Stock
Retainer specifying which one of the following way the Stock Retainer is
to be delivered:  (a) on the date which is three years after the
Effective Date for which it was originally payable ("Third
Anniversary"), (b) on the date upon which the Participant ceases to be a
Director or Consultant for any reason ("Departure Date") or (c) in five
equal annual installments commencing on the Departure Date ("Third
Anniversary" and "Departure Date" each being referred to herein as a
"Delivery Date").  Such Deferral Election shall remain in effect for
each Subsequent Year unless changed, provided that, any Deferral
Election with respect to a particular Year may not be changed less than
six (6) months prior to the beginning of such  Year and provided,
further, that no more than one Deferral Election or change thereof may
be made in any Year.

Any Deferral Election and any change or revocation thereof shall be made
by delivering written notice thereof to the Committee no later than six
(6) months prior to the beginning of the Year in which it is to be
effected; provided that, with respect to the Year beginning on the
Effective Date, any Deferral Election or revocation thereof must be
delivered no later than the close of business on the thirtieth (30th)
day after the Effective Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred Stock Account for each Participant
who makes a Deferral Election to which shall be credited, as of the
applicable Payment Time, the number of shares of Common Stock payable
pursuant to the Stock Retainer to which the Deferral Election relates.
So long as any amounts in such Deferred Stock Account have not been
delivered to the Participant under Section 8, each Deferred Stock
Account shall be credited as of the payment date for any dividend paid
or other distribution made with respect to the Common Stock, with a
number of shares of Common Stock equal to (a) the number of shares of
Common Stock shown in such Deferred Stock Account on the record date for
such dividend or distribution multiplied by (b) the Dividend Equivalent
for such dividend or distribution.

8.  Delivery of Shares.

(a)  The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral Election
has been made (together with dividends attributable to such shares
credited to such Deferred Stock Account) shall be delivered in
accordance with this Section 8 as soon as practicable after the
applicable Delivery Date.  Except with respect to a Deferral Election
pursuant to Section 6(c), or other agreement between the parties, such
shares shall be delivered at one time; provided that, if the number of
shares so delivered includes a fractional share, such number shall be
rounded to the nearest whole number of shares. If the Participant has in
effect a Deferral Election pursuant to Section 6(c), then such shares
shall be delivered in five equal annual installments (together with
dividends attributable to such shares credited to such Deferred Stock
Account), with the first such installment being delivered on the first
anniversary of the Delivery Date; provided that, if in order to equalize
such installments, fractional shares would have to be delivered, such
installments shall be adjusted by rounding to the nearest whole share.
If any such shares are to be delivered after the Participant has died or
become legally incompetent, they shall be delivered to the Participant's
estate or legal guardian, as the case may be, in accordance with the
foregoing; provided that, if the Participant dies with a Deferral
Election pursuant to Section 6(c) in effect, the Committee shall deliver
all remaining undelivered shares to the Participant's estate
immediately. References to a Participant in this Plan shall be deemed to
refer to the Participant's estate or legal guardian, where appropriate.

(b)  The Company may, but shall not be required to, create a grantor
trust or utilize an existing grantor trust (in either case, "Trust") to
assist it in accumulating the shares of Common Stock needed to fulfill
its obligations under this  Section 8.   However, Participants shall
have no beneficial or other interest in the Trust and the assets
thereof, and their rights under the Plan shall be as general creditors
of the Company, unaffected by the existence or nonexistence of the
Trust, except that deliveries of Stock Retainers to Participants from
the Trust shall, to the extent thereof, be treated as satisfying the
Company's obligations under this Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to
Section 8 above shall be issued in the name of the Participant, and from
and after the date of such issuance the Participant shall be entitled to
all rights of a shareholder with respect to Common Stock for all such
shares issued in his or her name, including the right to vote the
shares, and the Participant shall receive all dividends and other
distributions paid or made with respect thereto.

10.  General Restrictions.

(a)  Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Company shall not be required to issue or deliver
any certificate or certificates for shares of Common Stock under the
Plan prior to fulfillment of all of the following conditions:

(i)   Listing or approval for listing upon official notice of issuance
of such shares on the New York Stock Exchange, Inc., or such other
securities exchange as may at the time be a market for the Common Stock;

(ii)   Any registration or other qualification of such shares under any
state or federal law or regulation, or the maintaining in effect of any
such registration or other qualification which the Committee shall, upon
the advice of counsel, deem necessary or advisable; and

(iii)   Obtaining any other consent, approval, or permit from any state
or federal governmental agency which the Committee shall, after
receiving the advice of counsel, determine to be necessary or advisable.

(b)  Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of shares of Common
Stock which may in the aggregate be paid as Stock Retainers pursuant to
the Plan is Sixty Million (60,000,000).  Shares of Common Stock
issueable under the Plan may be taken from treasury shares of the
Company or purchased on the open market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts the
Plan, any change in corporate capitalization, such as a stock split,
combination of shares, exchange of shares, warrants or rights offering
to purchase Common Stock at a price below its fair market value,
reclassification, or recapitalization, or a corporate transaction, such
as any merger, consolidation, separation, including a spin-off, or other
extraordinary distribution of stock or property of the Company, any
reorganization (whether or not such reorganization comes within the
definition of such term in Section 368 of the Code) or any partial or
complete liquidation of the Company (each of the foregoing a
"Transaction"), in each case other than any such Transaction which
constitutes a Change of Control (as defined below), (i) the Deferred
Stock Accounts shall be credited with the amount and kind of shares or
other property which would have been received by a holder of the number
of shares of Common Stock held in such Deferred Stock Account had such
shares of Common Stock been outstanding as of the effectiveness of any
such Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to reflect
the effectiveness of any such Transaction and (iii) the Committee shall
appropriately adjust any other relevant provisions of the Plan and any
such modification by the Committee shall be binding and conclusive on
all persons.

(b)  If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another form of
property, references in the Plan to the Common Stock shall be deemed,
where appropriate, to refer to such other form of property, with such
other modifications as may be required for the Plan to operate in
accordance with its purposes. Without limiting the generality of the
foregoing, references to delivery of certificates for shares of Common
Stock shall be deemed to refer to delivery of cash and the incidents of
ownership of any other property held in the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in the
event of a Change of Control, the following shall occur on the date of
the Change of Control:  (i) the shares of Common Stock held in each
Participant's Deferred Stock Account  shall be deemed to be issued and
outstanding as of the Change of Control; (ii) the Company shall
forthwith deliver to each Participant who has a Deferred Stock Account
all of the shares of Common Stock or any other property held in such
Participant's Deferred Stock Account; and (iii) the Plan shall be
terminated.

(d)  For purposes of this Plan, Change of Control shall mean any of the
following events:

(i)   The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (a) the then outstanding shares
of common stock of the Company ("Outstanding Company Common Stock") or
(b) the combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of directors
("Outstanding Company Voting Securities"); provided, however, that the
following acquisitions shall not constitute a Change of Control:  (a)
any acquisition directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege unless the security
being so converted was itself acquired directly from the Company), (b)
any acquisition by the Company, (c) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (d) any acquisition by
any corporation pursuant to a reorganization, merger or consolidation,
if, following such reorganization, merger or consolidation, the
conditions described in clauses (a), (b) and (c) of paragraph (iii) of
this Section 12(d) are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the Board of
the Company (as of the date hereof, "Incumbent Board") cease for any
reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or

(iii)   Approval by the shareholders of the Company of a reorganization,
merger, binding share exchange or consolidation, unless, following such
reorganization, merger, binding share exchange or consolidation (a) more
than sixty percent (60%) of, respectively, the then outstanding shares
of common stock of the corporation resulting from such reorganization,
merger, binding share exchange or consolidation and the combined voting
power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all
of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such reorganization,
merger, binding share exchange or consolidation in substantially the
same proportions as their ownership, immediately prior to such
reorganization, merger, binding share exchange or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (b) no Person (excluding the Company,
any employee benefit plan (or related trust) of the Company or such
corporation resulting from such reorganization, merger, binding share
exchange or consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger, binding share exchange
or consolidation, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, twenty percent (20%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from
such reorganization, merger, binding share exchange or consolidation or
the combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of directors
and (c) at least a majority of the members of the board of directors of
the corporation resulting from such reorganization, merger, binding
share exchange or consolidation were members of the Incumbent Board at
the time of the execution of the initial agreement providing for such
reorganization, merger, binding share exchange or consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a complete
liquidation or dissolution of the Company or (b) the sale or other
disposition of all or substantially all of the assets of the Company,
other than to a corporation, with respect to which following such sale
or other disposition, (x) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities immediately prior
to such sale or other disposition in substantially the same proportion
as their ownership, immediately prior to such sale or other disposition,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (y) no Person (excluding the Company and
any employee benefit plan (or related trust) of the Company or such
corporation and any Person beneficially owning, immediately prior to
such sale or other disposition, directly or indirectly, twenty percent
(20%) or more of the Outstanding Company Common Stock or Outstanding
Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, twenty percent (20%) or more of, respectively,
the then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors and
(z) at least a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of the
execution of the initial agreement or action of the Board providing for
such sale or other disposition of assets of the Company.

13.  Administration; Amendment and Termination.

(a)  The Plan shall be administered by a committee consisting of three
members who shall be the current directors of the Company or senior
executive officers or other directors who are not Participants as may be
designated by the Chief Executive Officer ("Committee"), which shall
have full authority to construe and interpret the Plan, to establish,
amend and rescind rules and regulations relating to the Plan, and to
take all such actions and make all such determinations in connection
with the Plan as it may deem necessary or desirable. (b)  The Board may
from time to time make such amendments to the Plan, including to
preserve or come within any exemption from liability under Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as it may deem proper and in the best interest of the Company without
further approval of the Company's stockholders, provided that, to the
extent required under Delaware law or to qualify transactions under the
Plan for exemption under Rule 16b-3 promulgated under the Exchange Act,
no amendment to the Plan shall be adopted without further approval of
the Company's stockholders and, provided, further, that if and to the
extent required for the Plan to comply with Rule 16b-3 promulgated under
the Exchange Act, no amendment to the Plan shall be made more than once
in any six (6) month period that would change the amount, price or
timing of the grants of Common Stock hereunder other than to comport
with changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended, or the
regulations thereunder.  (c)  The Board may terminate the Plan at any
time by a vote of a majority of the members thereof.

14.  Micellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation on the
part of the Board to nominate any Director for re-election by the
Company's shareholders or to limit the rights of the shareholders to
remove any Director.

(b)  The Company shall have the right to require, prior to the issuance
or delivery of any shares of Common Stock pursuant to the Plan, that a
Participant make arrangements satisfactory to the Committee for the
withholding of any taxes required by law to be withheld with respect to
the issuance or delivery of such shares, including without limitation by
the withholding of shares that would otherwise be so issued or
delivered, by withholding from any other payment due to the Participant,
or by a cash payment to the Company by the Participant.

15.  Governing Law.

The Plan and all actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, this Plan has been executed as of the 20th day of
January, 2004.

Avery Sports Turf, Inc.


By: /s/  Gary Borglund
Gary Borglund, President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>averyex5010904.txt
<TEXT>
EX-5                                             OPINION RE: LEGALITY

                               Brian F. Faulkner
                       A Professional Law Corporation
                       27127 Calle Arroyo, Suite 1923
                   San Juan Capistrano, California 92675
                            (949) 240-1361


January 30, 2004


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Avery Sports Turf, Inc. - Form S-8 POS

Dear Sir/Madame:

I have acted as counsel to Avery Sports Turf, Inc., a Delaware
corporation ("Company"), in connection with its Registration Statement
on Form S-8 POS relating to the registration of 30,000,000 shares of
its common stock ("Shares"), $0.001 par value per Share, which are
issuable pursuant to the Company's Non-Employee Directors and
Consultants Retainer Stock Plan.

In my representation I have examined such documents, corporate
records, and other instruments as I have deemed necessary or
appropriate for purposes of this opinion, including, but not limited
to, the Articles of Incorporation, and all amendments thereto, and
Bylaws of the Company.

Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion that
the Company is duly organized and validly existing as a corporation
under the laws of the State of Delaware, and that the Shares, when
issued and sold, will be validly issued, fully paid, and non-
assessable.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at the time of
each issuance and sale of the Shares, the Company will be a
corporation validly existing and in good standing under the laws of
the State of Delaware.

(b)  In my examination of all documents, certificates and
records, I have assumed without investigation the authenticity and
completeness of all documents submitted to me as originals, the
conformity to the originals of all documents submitted to me as copies
and the authenticity and completeness of the originals of all
documents submitted to me as copies.  I have also assumed the
genuineness of all signatures, the legal capacity of natural persons,
the authority of all persons executing documents on behalf of the
parties thereto other than the Company, and the due authorization,
execution and delivery of all documents by the parties thereto other
than the Company.  As to matters of fact material to this opinion, I
have relied upon statements and representations of representatives of
the Company and of public officials and have assumed the same to have
been properly given and to be accurate.

(c)  My opinion is based solely on and limited to the federal
laws of the United States of America and the Delaware General
Corporation Law.  I express no opinion as to the laws of any other
jurisdiction.

                                       Sincerely,


                                       /s/  Brian F. Faulkner
                                       Brian F. Faulkner, Esq.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>averyex231020904.txt
<TEXT>
EX-23.1                                          CONSENT OF ACCOUNTANT

                          George  Brenner, CPA
                       A Professional Corporation
                   10680 West Pico Boulevard, Suite 260
                      Los Angeles, California 90064
                    (310) 202-6445 - Fax (310) 202-6494


February 6, 2004


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Avery Sports Turf, Inc. - Form S-8 POS

Dear Sir/Madame:

As an independent certified public accountant, I hereby consent
to the incorporation by reference in this Registration Statement on
Form S-8 POS of my report dated July 22, 2003 in Avery Sports Turf,
Inc.'s Form 10-KSB for the fiscal year ended December 31, 2002 and to
all references to my firm included in this Registration Statement.

                                       Sincerely,


                                       /s/  George Brenner, CPA
                                       George Brenner, CPA


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>6
<FILENAME>averyex232020904.txt
<TEXT>
EX-23.2                                             CONSENT OF COUNSEL

                              Brian F. Faulkner
                       A Professional Law Corporation
                       27127 Calle Arroyo, Suite 1923
                    San Juan Capistrano, California 92675
                               (949) 240-1361


January 30, 2004


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Avery Sports Turf, Inc. - Form S-8 POS

Dear Sir/Madame:

I have acted as counsel to Avery Sports Turf, Inc., a Delaware
corporation ("Company"), in connection with its Registration Statement
on Form S-8 POS relating to the registration of 30,000,000 shares of
its common stock ("Shares"), $0.001 par value per Share, which are
issuable pursuant to the Company's Non-Employee Directors and
Consultants Retainer Stock Plan.  I hereby consent to all references
to my firm included in this Registration Statement, including the
opinion of legality.

                                       Sincerely,


                                       /s/  Brian F. Faulkner
                                       Brian F. Faulkner, Esq.



</TEXT>
</DOCUMENT>
</SUBMISSION>
