<SUBMISSION>
<ACCESSION-NUMBER>0001094328-04-000082
<TYPE>10KSB
<PUBLIC-DOCUMENT-COUNT>7
<PERIOD>20031231
<FILING-DATE>20040416
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AVERY SPORTS TURF INC
<CIK>0001083638
<ASSIGNED-SIC>1700
<IRS-NUMBER>522171803
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10KSB
<ACT>34
<FILE-NUMBER>000-29447
<FILM-NUMBER>04737955
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2535 PILOT KNOB ROAD
<CITY>MENDOTA HEIGHTS
<STATE>MN
<ZIP>55120
<PHONE>6514521606
</BUSINESS-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>IN SPORTS INTERNATIONAL INC
<DATE-CHANGED>20000105
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>avery10ksb041504woex.txt
<TEXT>
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                                     OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________

                       COMMISSION FILE NUMBER: 0-29447

                           AVERY SPORTS TURF, INC.
            (Exact name of registrant as specified in its charter)

                 Delaware                                   52-2171803
(State or jurisdiction of incorporation                    (I.R.S. Employer
               or organization)                          Identification No.)

    2535 Pilot Knob Road, Suite 118, Mendota Heights, Minnesota         55120
         (Address of principal executive offices)                    (Zip Code)

                  Registrant's telephone number:  (651) 452-1606

     Securities registered pursuant to Section 12(b) of the Act: None

     Securities registered pursuant to Section 12(g) of the Act: Common
                      Stock, $0.001 Par Value

     Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days.
Yes  X          No           .

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [ ].

     The Registrant had revenues of $118,428 for the fiscal year ended
on December 31, 2003.  The aggregate market value of the voting stock
held by non-affiliates of the Registrant as of March 29, 2004:
$509,909.  As of March 29, 2004, the Registrant had 131,477,165 shares
of common stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes  No  X   .

                                  TABLE OF CONTENTS

PART I                                                                   PAGE

     ITEM 1.  DESCRIPTION OF BUSINESS                                       3

     ITEM 2.  DESCRIPTION OF PROPERTY                                       7

     ITEM 3.  LEGAL PROCEEDINGS                                             7

     ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS             7

PART II

     ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY
              AND RELATED STOCKHOLDER MATTERS                               8

     ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS                10

    ITEM 7.  FINANCIAL STATEMENTS                                          16

    ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
             ON ACCOUNTING AND FINANCIAL DISCLOSURE                        16

    ITEM 8A. CONTROLS AND PROCEDURES                                       17

PART III

    ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
             AND CONTROL PERSONS; COMPLIANCE WITH
             SECTION 16(A) OF THE EXCHANGE ACT                             18

    ITEM 10. EXECUTIVE COMPENSATION                                        19

    ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
             OWNERS AND MANAGEMENT, AND RELATED
             STOCKHOLDER MATTERS                                           21

    ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                23

    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                              25

    ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                        25

SIGNATURES                                                                 26

PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development.

     Avery Sports Turf, Inc., a Delaware corporation (formerly known
as In-Sports International, Inc.) ("Registrant") was incorporated in
Delaware on March 10, 1994, as Beta Acquisition Corp.  In September
1995, the Registrant changed its name to In-Sports International, Inc.
and in August 2002, changed its name from In-Sports International,
Inc. to Avery Sports Turf, Inc.

     The Registrant's predecessor began operations on January 27,
1998, in the athletic surfacing industry as a distributor for
Playfield International, Inc., which the Registrant believes is one of
the larger manufacturers of artificial turf.

     In December 1998, the Registrant acquired The Perma Grass
Corporation ("PGC") as a wholly owned subsidiary in a reverse
acquisition transaction in which the stockholders of PGC were issued
9,000,000 shares of the Registrant's common stock and became the
controlling stockholders of the Registrant. PGC installs artificial
turf in residential settings and childcare centers; PGC focuses on
smaller scale applications. On July 17, 2000, the Registrant spun off PGC.

     In February 1999, the Registrant purchased the name "Ed-Car
Construction" ("Ed-Car") from an existing entity in exchange for
250,000 shares of the Registrant's common stock, with a view to using
the name "Ed-Car Construction" for the Registrant's athletic field
construction activities, marketed to high schools, colleges and
municipalities.

     On December 2, 2002, the Registrant entered into an exclusive
manufacturing agreement ("Output Agreement") with George Avery (former
president and director of the Registrant) and Avery Sports Turf, Inc.
("Avery Georgia"), a private entity doing business in Rome, Georgia.
The Output Agreement contemplated that Avery Georgia would design and
manufacture, for distribution by the Registrant, all-weather synthetic
playing surfaces that combine the finest safety and durability
features in the industry and the Registrant would distribute them. The
Registrant entered into a superseding manufacturing agreement ("Second
Output Agreement") with Mr. Avery and Avery Georgia, dated May 14,
2003 (see Exhibit 10.1 to this Form 10-KSB).  The Second Output
Agreement replaced the Output Agreement, and was necessitated by the
resignation in January of 2003, of Mr. Avery from the Registrant's
board of directors, and by the Registrant's need for a longer term
manufacturing agreement with Avery Georgia.  Pursuant to the Second
Output Agreement, the Registrant was no longer required to pay Avery
Georgia a $70,000 additional payment (as required under the Output
Agreement).  Upon the Registrant's subsequent purchase of the
manufacturing assets of Mr. Avery and Avery Georgia (described in the
next succeeding paragraph), the Second Output Agreement was cancelled.

     On December 19, 2003 the Registrant entered into an agreement
with George Avery, Jural Avery and Avery Georgia to purchase certain
of the assets of Avery Georgia, including a building, and equipment at
its location in Rome, Georgia; the agreement was inadvertently not
disclosed in a Form 8-K, so it is being disclosed in this filing).
The agreement includes the rights to use a certain patent held by Mr.
Avery and the continued services of Mr. Avery as a consultant in the
production of turf products.  In connection with this transaction, the
Registrant assumed a first mortgage indebtedness encumbering the
property, with a remaining balance due as of the date of this
agreement of $215,000.  Also, the Registrant paid a deposit of $30,000
issued a promissory note to the sellers in the amount of $200,000 as
additional consideration toward the total purchase price for the
assets acquired in this transaction of $470,000.

Business of the Registrant

(a)  Principal Products and Markets

     The Registrant is engaged in the business of manufacturing and
distributing artificial grass surfaces (sometimes known as "artificial
turf") for commercial, athletic, residential and child care applications.

     The Registrant's primary markets are (1) distributors that
install athletic fields for professional athletic teams, colleges and
municipalities, (2) vendors that provide safety zones for playgrounds
and child-care centers, and (3) landscape contractors and landscape
material distributors supplying the commercial and residential outdoor
landscaping industries, particularly in areas of the United States
experiencing water shortages. In order to more fully develop the
athletic market, the Registrant intends to create new products and
community awareness as to the environmental benefits and safety
features of artificial turf.

     1.  Athletic Field Segment.

     According to research assembled by the Registrant, the Registrant
estimates that the athletic field artificial surfacing market in the
United States has an annual gross market size of more than $150
million.  This market also includes high schools, colleges and
professional sports venues in the United States, each in the $350,000
to $1,000,000 price range, which will need replacement during the next
five years. The Registrant believes that the high repair and
maintenance costs of many natural grass fields (up to $50,000 per
year) will prompt many potential customers to consider a conversion to
artificial turf.

     The Registrant intends to target the more than 1,800 athletic
fields for high schools, colleges and professional teams in the United
States. The Registrant has in the past manufactured products for such
artificial playing fields in the United States, and is currently
bidding on numerous such athletic fields throughout the western region
of the United States.

     2.  Playground and Childcare Segment.

     The Registrant also intends to pursue projects for childcare
centers and playgrounds, particularly in the several states where
there are rules mandating safe surfaces to protect children from
accidental falls. The Registrant is promoting its artificial turf as a
safe, low maintenance alternative to woodchips and rubber crumb. To
date, the Registrant has bids through its distributors for artificial
turf in childcare centers and contemplates having orders for
additional installations.

     3.  Residential and Commercial Segment.

     There are millions of homes in the United States. The Registrant
intends to capture a percentage in each region of the United States
for installation of artificial turf lawns, at an average sale of
$3,600 per home. The Registrant also intends to pursue installations
at commercial facilities. To date, the Registrant through its sales
representatives and distributors has installed artificial turf
residential lawns and artificial turf-landscaping projects at
commercial facilities throughout the United States.

(b)  Distribution Methods

     The Registrant currently distributes its products through
contract distributors and direct to end users, contractors and
installers. One of the distributors is Synthetic Turf Corporation of
America, a company that shares a common president and director.

     In order to help end users obtain financing for its products, the
Registrant will seek to locate financial institutions that may be able
to provide such financing.  The amount and terms of such financing
will depend upon the qualifications of the particular end user.

(c)  Status of Publicly Announced New Products

     On December 15, 2003, the Registrant announced the patent filing
for and introduction of PolylonTurf, a new product that consists of a
unique polyethylene and nylon hybrid artificial turf product that is
manufactured by the Registrant using two different types of yarn sewn
through the same common opening.  The new product holds 3-5 lbs of
crumb rubber and infill material per square foot and, by virtue of its
unique design structure, provides improved infill retainment and
reduces the amount of infill that escapes into the air above the turf.
In addition, seams of the installed product can be sewn together
rather than glued.

     The Registrant has garnered a significant amount of interest in
this new product but is unable, at the time of filing this report, to
estimate the potential market demand for the product or the potential
sales.

(d)  Competition

     The Registrant's industry remains extremely competitive, as
evidenced by the recent bankruptcy filing of SRI, Inc., the maker of
AstroTurfT.  It is not possible to determine with accuracy the
relative competitive position of the Registrant in the market for
artificial turf and related products, but the Registrant believes that
it will maintain and possibly increase its market share during fiscal
year 2004. Approximately ten other companies are known to be competing
with the Registrant in the manufacture and distribution of artificial
turf products in the United States, some of which also manufacture
products other than artificial turf surfaces.

(e)  Sources and Availability of Raw Material

     Synthetic yarn and acrylic and nylon backing are required raw
materials for the manufacturing of the Registrant's products.  The raw
materials are derived from petroleum, which makes their cost sensitive
to fluctuations in the cost of oil as the base ingredient.

     The Registrant's principal sources of the yarn and backing are
CRB Corporation and Syntech; however, these materials are also readily
available from a number of other suppliers at competitive prices.

(f)  Dependence on Major Customers

     Through the distribution of its products through Synthetic Turf
and others, the Registrant does not rely nor is it dependent on one or
a few major customers

(g)  Intellectual Property

     The Registrant's business significantly depends on intellectual
property developed by the company and intellectual property licensed
from third parties. The Registrant generally seeks patent protection
for its intellectual property and does endeavor to treat such as trade
secrets where appropriate and has procedures in place to maintain
their status as such.

(h)  Need for Governmental Approval

     The Registrant believes that none of its business operations
require governmental approval.

(i)  Effect of Governmental Regulation on Business

     The Registrant is not aware of any existing governmental
regulation and does not anticipate any governmental regulation that
materially affects the company's ability to conduct its business
operations.

(j)  Research and Development

     During the last fiscal year the Registrant has engaged in
research and development activities, including the development of the
new product described above. The portion of the Registrant's operating
costs that is allocable research and development is immaterial.

(k)  Compliance with Environmental Laws

     The costs of compliance with environmental laws are nominal, if
any, and are therefore immaterial to the Registrant's operations.

Employees.

     The Registrant has 6 employees, 5 of whom are full time
employees.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Registrant owns a manufacturing plant at # 9 Riverside
Industrial Complex, in Rome, Georgia.  The building is 107,800 square
feet in size and provides adequate space to house the Registrant's
manufacturing and plant administration for the foreseeable future. The
plant is equipped to manufacture various types and styles of turf used
in the market place.  Subsequently to the end of the 2003 fiscal year
(on March 1, 2004), the Registrant leased 1,200 square feet of office
space in Mendota Heights, Minnesota ($1,253 per month) for a term of 36 months
with a cancellation clause of the lease after 12 months. This office space is
used for administrative and financial functions of the Registrant.
The Registrant shares the space and occupancy costs with Synthetic
Turf.  The Registrant believes that the combined facilities
represented by the Georgia manufacturing plant and the Minnesota
offices are adequate to meet the near-term and immediate future needs
of the Registrant.

ITEM 3.  LEGAL PROCEEDINGS.

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.

     Since September 2, 2002, the Registrant's common stock has been
traded on the Pink Sheets LLC under the symbol "AVST".  Prior to the
name change from In-Sports International, Inc., the stock was traded
under the symbol "IRTN" on that market from January 13, 2000.  The
range of closing prices shown below is as reported by this market.
The quotations shown reflect inter-dealer prices, without retail mark-
up, markdown or commission and may not necessarily represent actual
transactions.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2003

                                                 High         Low

Quarter Ended December 31, 2003                  0.01         0.01
Quarter Ended September 30, 2003                 0.05         0.01
Quarter Ended June 30, 2003                      0.08         0.03
Quarter Ended March 31, 2003                     0.05         0.01

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2002

                                                 High         Low

Quarter Ended December 31, 2002                  0.08         0.01
Quarter Ended September 30, 2002                 0.04         0.01
Quarter Ended June 30, 2002                      0.05         0.03
Quarter Ended March 31, 2002                     0.07         0.03

Holders of Common Equity.

     As of March 29, 2004, there were approximately 150 shareholders
of record of the Registrant's common stock.

Dividend Information.

     On or about January 10, 2001, the Registrant paid a dividend in
kind in connection with the spin-off of the Perma Grass Corporation.

     The Registrant has not declared or paid a cash dividend to
stockholders since it was organized.  The Board of Directors presently
intends to retain any earnings to finance Registrant operations and
does not expect to authorize cash dividends in the foreseeable future.
Any payment of cash dividends in the future will depend upon the
Registrant's earnings, capital requirements and other factors.

Equity Securities Sold Without Registration.

     The Registrant made the following sales of unregistered
securities (restricted stock) during the fiscal year ended December
31, 2003:

     (a)  From May 6, 2003 through June 27, 2003, the Registrant
issued a total of 3,165,500 shares of common stock to a total of ten
individuals for consulting services to be rendered to the company.
These shares were valued at a total of $62,310 ($0.02 per share).

     (b)  From April 14, 2003 through June 27, 2003, the Registrant
sold a total of 5,875,000 shares of common stock to 9 individuals.
These shares were sold for a total consideration of $92,500 (at
pricings ranging from $0.01 to $0.025 per share).

     (c)  On June 27, 2003, the Registrant issued a total of
1,000,000 shares of common stock to one firm in satisfaction of an
account payable in the amount of $20,000 ($0.02 per share).

     (d)  On September 26, 2003, the Registrant sold 1,000,000 shares
of common stock for cash in the amount of $10,000 ($0.01 per share).

     (e)  On December 18, 2003 the Registrant sold 1,000,000 shares
of common stock for cash in the amount of $10,000 ($0.01 per share).

     (f)  On December 30, 2003 the Registrant issued 1,000,000 shares
of common stock to one individual for the payment of a note of $10,000
($0.01 per share)

     No commissions were paid in connection with any of these sales.
These sales were undertaken under Rule 506 of Regulation D under the
Securities Act of 1933.  Each of the transactions did not involve a
public offering and each of the investors represented that he/she was
a "sophisticated" or "accredited" investor as defined in Rule 502 of
Regulation D.

     The following shares of common stock were cancelled during the
fiscal year:

     (a)   Effective February 14, 2003 three shareholders returned a
total of 11,100,000 shares of common stock to the Registrant.  The
shares were cancelled and treated as miscellaneous income totaling $11,100.

     (b)   December 30, 2003 the Registrant cancelled 500,000 shares
of common stock from one individual for an unpaid stock subscription
receivable of $ 10,000 ($0.02 per share)

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

     The following discussion and analysis of financial condition and
results of operations is based upon, and should be read in conjunction
with, its audited financial statements and related notes included
elsewhere in this Form 10-KSB, which have been prepared in accordance
with accounting principles generally accepted in the United States.

Overview.

     The Registrant is engaged in the business of manufacturing and
distributing artificial grass surfaces for commercial, athletic,
residential and child care applications (sometimes known as
"artificial turf"). During the 2003 fiscal year, the Registrant sold
turf products through its distributors and an affiliate.  Prior to
December 19, 2003, the Registrant was dependent on the manufacturing
facilities of a Georgia company.  On December 19, 2003, the Registrant
acquired the manufacturing facilities and certain rights to use
patents of the former owners of the Georgia facilities.  In addition,
the Registrant has retained the former plant owner as a consultant and
manager of the facilities under a five-year contract.  It is the
Registrant's belief that access to the patented products and the
increased margins that can be gained by owning the facilities will
greatly enhance the Registrant's business model. In addition to the
control of production, the Registrant is now in a position to improve
quality control, offer new and varied products to meet the needs of
customers, and provide custom products to its customers.

     In December 2003, the Registrant filed a patent application for
its newest turf product, PolylonTurf, with the U.S. Patent & Trademark
Office.  PolylonTurf is a polyethylene and nylon product sewn through
the same common opening that holds 3-5 lbs of crumb rubber infill
material per sq ft.  It provides improved retainment reducing the
amount of infill that escapes into the air above the turf. The
introduction of new products is a distinct advantage to the Registrant
in setting it apart from other suppliers of artificial turf products.

Results of Operations.

(a)  Revenues.

     For the year ended December 31, 2003, the Registrant reported
total operating revenues of $118,428.  This compares to total
operating revenues of $20,900 for the fiscal year ended December 31,
2002. This represents an increase of revenue of approximately 566%.
The increased sales were due to sales through distributors and
affiliates of the Registrant primarily from products purchased under
the prepaid licensing agreement.

(b)  Selling, General and Administrative Expenses.

     The Registrant incurred total selling, general and administrative
expenses ("SG&A") of $534,481 for the year ended December 31, 2003 as
compared to $451,754 for the fiscal year ended December 31, 2002.
This represents an increase of approximately 18% in SG&A expenses.
Included in the SG&A were costs of consulting of $420,643, of which
$403,467 was paid in shares of Registrant's common stock for services;
legal fees of $11,055; investor relations expenses of $8,531; and
accounting fees of $43,043. The increase was due primarily to
increased consulting services and the acquisition of the Georgia plant
and equipment.

(c)  Depreciation and Amortization.

     Depreciation and amortization for the year ended December 31,
2003 was $38,029 compared to zero for the fiscal year ended December
31, 2002. The increase was due to amortization of the standard
manufacturing agreement ($36,899) and the depreciation ($1,130) of the
Georgia building and equipment acquired.

(d)  Interest Expense.

     The Registrant incurred interest expense of $1,823 during the
fiscal year ended December 31, 2003, compared with of $136 in the
fiscal year ended December 31, 2002.  The increase was due to the
acquisition of the Georgia building and equipment.

(e)  Write-Off: Standard Manufacturing Agreement.

     The Registrant recorded a write down of the standard
manufacturing agreement of $370,601 during the fiscal year ended
December 31, 2003.  The write down of the standard manufacturing
agreement by the Registrant occurred when it was cancelled as part of
the Registrant's acquisition of the manufacturing facilities of the
licensor.

(f)  Net Loss.

     The Registrant recorded a net loss of $926,149 for the fiscal
year ended December 31, 2003, as compared to a net loss of $459,167
for the fiscal year ended December 31, 2002.  The increase of
approximately 100% was due primarily to the writedown of the standard
manufacturing license agreement and higher than normal consulting costs.

(g)  Net Operating Loss Carryforward.

     For the fiscal year ending December 31, 2003, the Registrant had
accumulative losses of approximately $3,300,000 as compared with
approximately $2,400,000 for the fiscal year ended December 31, 2002.
The increase is the result of the fiscal 2003 net loss. Utilization of
such net operating loss carryforwards is substantially limited and it
is uncertain what benefits, if any, the Registrant will realize as a
consequence.

Factors That May Affect Operating Results.

     The operating results of the Registrant can vary significantly
depending upon a number of factors, many of which are outside its
control.  General factors that may affect the Registrant's operating
results include:

     - market acceptance of and changes in demand for products and
       services;

     - a small number of customers account for, and may in future periods
       account for, substantial portions of the Registrant's revenue, and
       revenue could decline because of delays of customer orders or the
       failure to retain customers;

     - gain or loss of clients or strategic relationships;

     - announcement or introduction of new services and products by the
       Registrant or by its competitors;

     - price competition;

     - the ability to upgrade and develop systems and infrastructure to
       accommodate growth;

     - the ability to introduce and market products and services in
       accordance with market demand;

     - changes in governmental regulation; and

     - reduction in or delay of capital spending by clients due to the
       effects of terrorism, war and political instability.

     The Registrant believes that its planned growth and profitability
will depend in large part on the ability to promote its services, gain
clients and expand its relationship with current clients.  Accordingly,
the Registrant intends to invest in marketing, strategic partnerships,
and development of its customer base.  If the Registrant is not
successful in promoting its services and expanding its customer base,
this may have a material adverse effect on its financial condition and
its ability to continue to operate its artificial turf business.

     The Registrant is also subject to the following specific factors
that may affect its operating results:

(a)  Competition.

     The market for artificial turf is competitive and the
Registrant expects competition to continue to increase.  In addition,
the companies with whom the Registrant has relationships could develop
products or services, which compete with the Registrant's products or
services.  Also, some competitors in the Registrant's market have
longer operating histories, significantly greater financial,
technical, marketing and other resources, and greater brand
recognition than the Registrant does.  The Registrant also expects to
face additional competition as other established and emerging
companies enter the market for artificial turf. To be competitive, the
Registrant believes that it must, among other things, invest resources
in developing new products, improving its current products and
maintaining customer satisfaction. Such investment will increase the
Registrant's expenses and affect its profitability. In addition, if it
fails to make this investment, the Registrant may not be able to
compete successfully with its competitors, which could have a material
adverse effect on its revenue and future profitability

(b)  Technological and Market Changes.

     The markets in which the Registrant competes are characterized by
new product introductions, evolving industry standards, and changing
needs of customers.  There can be no assurance that the Registrant's
existing products will continue to be properly positioned in the
market or that it will be able to introduce new or enhanced products
into the market on a timely basis, or at all.  Currently, the
Registrant is focusing on upgrading and introducing new products.
There can be no assurance that enhancements to existing products or
new products will receive customer acceptance.

     There is a risk to the Registrant that there may be delays in
initial shipments of new products. Further risks inherent in new
product introductions include the uncertainty of price-performance
relative to products of competitors, competitors' responses to its new
product introductions, and the desire by customers to evaluate new
products for longer periods of time.

(c)  Protection of Proprietary Rights.

     The Registrant's success and ability to compete will be dependent
in part on the protection of its current and potential patents,
trademarks, trade names, service marks and other proprietary rights.
The Registrant intends to rely on trade secret and copyright laws to
protect the intellectual property that it plans to develop, but there
can be no assurance that such laws will provide sufficient protection
to the Registrant, that others will not develop products that are
similar or superior to the Registrant's, or that third parties will
not copy or otherwise obtain and use the Registrant's proprietary
information without authorization.  In addition, certain of the
Registrant's know-how and proprietary technology may not be patentable.

     The Registrant may rely on certain intellectual property licensed
from third parties, and may be required to license additional products
or services in the future, for use in the general operations of its
business plan.  The Registrant currently has no licenses for the use
of any specific products.  There can be no assurance that these third
party licenses will be available or will continue to be available to
the Registrant on acceptable terms or at all.  The inability to enter
into and maintain any of these licenses could have a material adverse
effect on the Registrant's business, financial condition or operating
results.

     There is a risk that some of the Registrant's products may
infringe the proprietary rights of third parties.  In addition,
whether or not the Registrant's products infringe on proprietary
rights of third parties, infringement or invalidity claims may be
asserted or prosecuted against it and it could incur significant
expense in defending them.  If any claims or actions are asserted
against the Registrant, it may be required to modify its products or
seek licenses for these intellectual property rights.  The Registrant
may not be able to modify its products or obtain licenses on
commercially reasonable terms, in a timely manner or at all.  The
Registrant's failure to do so could have a negative affect on its
business and revenues.

(d)  Key Personnel.

     The Registrant's success is largely dependent on the
personal efforts and abilities of its senior management.  The loss of
certain members of the Registrant's senior management, including the
company's chief executive officer, chief financial officer and chief
technical officer, could have a material adverse effect on the
company's business and prospects.

     The Registrant intends to recruit in fiscal year 2004 employees
who are skilled in its industry. The failure to recruit these key
personnel could have a material adverse effect on the Registrant's
business. As a result, the Registrant may experience increased
compensation costs that may not be offset through either improved
productivity or higher revenue.  There can be no assurances that the
Registrant will be successful in retaining existing personnel or in
attracting and recruiting experienced qualified personnel.

Liquidity and Capital Resources.

     The Registrant had a working capital deficit of $258,824 as of
December 31, 2003, which is an increase of $166,109 from the previous
year's figure of $92,715.  The Registrant has continued to raise
capital through isolated financing transactions.

     During the fiscal year ended December 31, 2003, the Registrant
sold a total of 7,875,000 shares of common stock in Regulation D
offerings to individuals for a total consideration of $112,500
(pricings ranging from $0.01 to $0.025 per share).

     The Registrant's continued operations, as well as the
implementation of its business plan, will depend upon its ability to
raise additional funds through bank borrowings and equity or debt
financing. The Registrant estimates that it will need to raise
approximately $500,000 over the next twelve months for such purposes.
However, adequate funds may not be available when needed or may not be
available on terms favorable to the Registrant.  The ability of the
Registrant to continue as a going concern is dependent on additional
sources of capital and the success of the Registrant's business plan.
The Registrant's independent accountant audit report included in this
Form 10-KSB includes a substantial doubt paragraph regarding the
Registrant's ability to continue as a going concern.

     If funding is insufficient at any time in the future, the
Registrant may not be able to take advantage of business opportunities
or respond to competitive pressures, or may be required to reduce the
scope of its planned product development and marketing efforts, any of
which could have a negative impact on its business and operating
results.  In addition, insufficient funding may have a material
adverse effect on the company's financial condition, which could
require the company to:

     - curtail operations significantly;

     - sell significant assets;

     - seek arrangements with strategic partners or other parties that
       may require the company to relinquish significant rights to
       products, technologies or markets; or

     - explore other strategic alternatives including a merger or sale of
       the company.

     To the extent that the Registrant raises additional capital
through the sale of equity or convertible debt securities, the
issuance of such securities will result in dilution to existing
stockholders.  If additional funds are raised through the issuance of
debt securities, these securities may have rights, preferences and
privileges senior to holders of common stock and the terms of such
debt could impose restrictions on the Registrant's operations.
Regardless of whether the Registrant's cash assets prove to be
inadequate to meet the company's operational needs, the Registrant may
seek to compensate providers of services by issuance of stock in lieu
of cash, which will also result in dilution to existing shareholders.

Inflation.

     The Registrant's management does not believe that inflation has
had or is likely to have any significant impact on the Registrant's
operations.

Other.

     The Registrant does not provide post-retirement or post-
employment benefits requiring charges under Statements of Financial
Accounting Standards No. 106 and No. 112.

Critical Accounting Policies.

     The Securities and Exchange Commission ("SEC") has issued
Financial Reporting Release No. 60, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting
companies provide additional disclosure and commentary on their most
critical accounting policies.  In FRR 60, the SEC has defined the most
critical accounting policies as the ones that are most important to
the portrayal of a company's financial condition and operating
results, and require management to make its most difficult and
subjective judgments, often as a result of the need to make estimates
of matters that are inherently uncertain.  Based on this definition,
the Registrant's most critical accounting policies include: (a) use of
estimates in the preparation of financial statements; and (b) non-cash
compensation valuation. The methods, estimates and judgments the
Registrant uses in applying these most critical accounting policies
have a significant impact on the results the Registrant reports in its
financial statements.

(a)  Use of Estimates in the Preparation of Financial Statements.

     The preparation of these financial statements requires the
Registrant to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities.  On an on-going basis,
the Registrant evaluates these estimates, including those related to
revenue recognition and concentration of credit risk.  The Registrant
bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent
from other sources.  Actual results may differ from these estimates
under different assumptions or conditions.

(b)  Stock-Based Compensation Arrangements.

     The Registrant intends to issue shares of common stock to various
individuals and entities for management, legal, consulting and
marketing services.  These issuances will be valued at the fair market
value of the services provided and the number of shares issued is
determined, based upon the open market closing price of common stock as
of the date of each respective transaction.  These transactions will be
reflected as a component of selling, general and administrative
expenses in the Registrant's statement of operations.

Forward Looking Statements.

     The foregoing management's discussion and analysis of financial
condition and results of operations contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended.  The words "believe," "expect," "anticipate," "intends,"
"forecast," "project," and similar expressions identify forward-looking
statements.  These are statements that relate to future periods and
include, but are not limited to, statements as to the Registrant's
estimates as to the adequacy of its capital resources, its need and
ability to obtain additional financing, the features and benefits of
its products, its growth strategy, the need for additional sales and
support staff, its operating losses and negative cash flow, its
critical accounting policies, its profitability and factors
contributing to its future growth and profitability.  Forward-looking
statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from those projected. These
risks and uncertainties include, but are not limited to, those
discussed above, as well as risks related to the Registrant's ability
to develop new technology and introduce new products, its ability to
protect its intellectual property, and its ability to find additional
financing.  These forward-looking statements speak only as of the date
hereof.  The Registrant expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in
its expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.

ITEM 7.  FINANCIAL STATEMENTS.

     Financial statements as of and for the year ended December 31,
2003 and for the year ended December 31, 2002 are presented in a
separate section of this report following Item 14.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

     (a)  Effective on August 14, 2002, the independent accountant who
was previously engaged as the principal accountant to audit the
Registrant's financial statements, Feldman Sherb & Co., P.C., was
dismissed.  This dismissal was approved by the board of directors.
This firm audited the Registrant's financial statements for the period
January 27, 1998 (inception) through December 31, 1998.  This firm's
report on these financial statements was modified as to uncertainty
that the Registrant will continue as a going concern; other than this,
the accountants' report on the financial statements for that period
neither contained an adverse opinion or a disclaimer of opinion, nor
was qualified or modified as to uncertainty, audit scope, or
accounting principles.

     During the Registrant's most recent fiscal year and the
subsequent interim period preceding such dismissal, there were no
disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure.  In addition, there were no "reportable events" as
described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation S-B that
occurred within the Registrant's most recent fiscal year and the
subsequent interim period preceding the former accountant's dismissal.

     (b)  Effective on August 14, 2002, the firm of George Brenner,
Certified Public Accountant, was engaged to serve as the new principal
accountant to audit the Registrant's financial statements.  The
decision to retain this firm was approved by the Board of Directors.
During the Registrant's two most recent fiscal years, and the
subsequent interim period prior to engaging that accountant, neither
the Registrant (nor someone on its behalf) consulted the newly engaged
accountant regarding any matter.

ITEM 8A.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

     Within the 90 days prior to the end of the period covered by this
report, the Registrant carried out an evaluation of the effectiveness
of the design and operation of its disclosure controls and procedures
pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as
amended ("Exchange Act").  This evaluation was done under the
supervision and with the participation of the Registrant's president.
Based upon that evaluation, he concluded that the Registrant's
disclosure controls and procedures are effective in gathering,
analyzing and disclosing information needed to satisfy the Registrant's
disclosure obligations under the Exchange Act.

Changes in Disclosure Controls and Procedures.

     There were no significant changes in the Registrant's disclosure
controls and procedures, or in its factors that could significantly
affect those controls since the most recent evaluation of such controls.

PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Directors and Executive Officers.

     The names, ages, and respective positions of the directors,
executive officers, and key employees of the Registrant are set forth
below; there are no other promoters or control persons of the
Registrant. The directors named below will serve until the next annual
meeting of the Registrant's stockholders or until their successors are
duly elected and qualified.  Directors are elected for a one-year term
at the annual stockholders' meeting.  Officers will hold their
positions at the will of the board of directors, absent any employment
agreement.  There are no arrangements, agreements or understandings
between non-management shareholders and management under which non-
management shareholders may directly or indirectly participate in or
influence the management of the Registrant's affairs.  The directors
and executive officers of the Registrant are not a party to any
material pending legal proceedings and, to the best of their knowledge,
no such action by or against them has been threatened.

     The summaries below show the positions of the directors/officers
of the Registrant as of the date of this report.  On January 30, 2003,
George Avery and William Brent Paschal resigned as directors/officers
of the Registrant.  In connection with these resignations, Mr. Avery
and Mr. Paschal returned shares of common stock of the Registrant
previously issued to them: 10,000,000 shares and 1,000,000 shares,
respectively; these shares were cancelled on February 14, 2003.
Richard Dunning was appointed to the board of directors on May 30,
2001 and resigned on January 10, 2004.

Gary Borglund, President/Chief Executive Officer/Director.

     Mr. Borglund, age 56, has over ten years of professional
experience in new ventures as a principal and executive, as well as
ten years as a consultant.  Since 1998, Mr. Borglund has worked
exclusively with early stage development, high tech and Internet
companies.  He serves as a Board member of Synthetic Turf Corporation
of America, a position he assumed in March 2000.  Mr. Borglund was
elected president, Chairman of the Board of this firm.  In this
position, he has dealt with issues regarding funding and restructuring
of debt.  Mr. Borglund serves on several Board of Directors for public
and private companies and remains in these capacities with regard to
the companies to date.  Mr. Borglund was Vice President of Marketing
for Greenhaven Marketing from 1991 to 1996 and a Director of Red Oak
Management from 1996 to 2000.  He attended the University of
Minnesota.  Mr. Borglund joined the Registrant on May 23, 2002.

Compliance with Section 16(a) of the Exchange Act.

     Section 16(a) of the Exchange Act requires the Registrant's
directors, certain officers and persons holding 10% or more of the
Registrant's common stock to file reports regarding their ownership
and regarding their acquisitions and dispositions of the Registrant's
common stock with the SEC.  Such persons are required by SEC
regulations to furnish the Registrant with copies of all Section 16(a)
forms they file.

     Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the registrant under Rule 16a-3(d) during fiscal
2003, and certain written representations from executive officers and
directors, the Registrant is aware that the following required reports
were not timely filed: (a) a Form 4 for George Avery to report his
return on February 14, 2003 of 10,000,000 shares of common stock to
the Registrant in connection with his resignation; and (b) a Form 4
for Mr. Paschal to report his return on February 14, 2003 of 1,000,000
shares of common stock to the Registrant in connection with his
resignation.  All such reports have been prepared and forwarded to the
individuals for signature and filing with the SEC.  The Registrant is
not aware of any other such required reports that have not been timely filed.

Code of Ethics.

     The Registrant has not adopted a code of ethics that applies to
the company's principal executive officer, principal financial
officer, principal accounting officer or controller, or persons
performing similar functions.  The Registrant has not adopted such a
code of ethics because all of management's efforts have been directed
to building the business of the company; a later time, such a code of
ethics may be adopted by the board of directors.

ITEM 10.  EXECUTIVE COMPENSATION.

Summary Compensation Table.

     The following table sets forth certain information relating to
the compensation paid by the Registrant during the last three fiscal
years to the Registrant's chief executive officer/president.  No other
executive officer of the Registrant received total salary and bonus in
excess of $100,000 during the fiscal year ended December 31, 2003 and
for the two prior years.


<TABLE>
<CAPTION>
                           Annual compensation                      Long-term Compensation
                                                                 Awards           Payouts
Name and                                  Other           Restricted   Securities
principal                                 annual            stock     underlying      LTIP    All other
position       Year     Salary   Bonus   compensation     award(s)    options/SARs    payouts compensation
                          ($)     ($)       ($)             ($)           (#)           ($)       ($)
   (a)          (b)       (c)     (d)       (e)             (f)           (g)           (h)       (i)
<S>            <C>      <C>       <C>     <C>             <C>         <C>             <C>       <C>
Gary Borglund  2003     $16,800    -         -               -             -             -          -
President/CEO
(1)

George Avery,  2003        -       -         -               -             -             -          -
President/     2002        -       -         -            $100,000         -             -          -
CEO (2)        2001        -       -         -            $ 20,000         -             -          -

Samuel
Serritella
President
(3)            2001        -       -         -            $  5,000         -             -          -
</TABLE>


(1)  Mr. Borglund was appointed to the board of directors on May 30,
2002, and was elected President and CEO on February 1, 2003.

(2)  Mr. Avery joined the Registrant on May 30, 2001 and resigned as a
director/officer of the Registrant effective on January 30, 2003.

(3)  Mr. Serritella was appointed president of the Registrant in
September 1999.  He resigned from the Registrant on May 30, 2001.

Employment Contracts.

     The Registrant has not entered into any written employment
agreement with its former or current directors or officers.  The
Registrant did, however, enter into a consulting agreement with  Mr.
Avery, a former officer and director, as part of the acquisition of
the manufacturing facilities owned by Avery Sports Turf, Inc, a
Georgia corporation.  See discussion under "Certain Relationships and
Related Transactions."

Other Compensation.

     (a)  There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of the
Registrant in the event of retirement at normal retirement date as
there was no existing plan as of December 31, 2003 provided for or
contributed to by the Registrant.

     (b)  (1)  On August 5, 2003, the Registrant adopted an Employee
Stock Incentive Plan; and (2)  on August 5, 2003, the Registrant
adopted a Non-Employee Director and Consultant Retainer Stock Plan.
For a description of these plans, please see Item 11, below.  The
Registrant may compensation to officers and directors in the future
under one or both of these plans.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT, AND RELATED STOCKHOLDER MATTERS

Security Ownership.

     The following table sets forth information regarding the
beneficial ownership of shares of the Registrant's common stock as of
March 29, 2004 (131,477,165 issued and outstanding) by (i) all
shareholders known to the Registrant to be beneficial owners of more
than 5% of the outstanding common stock; (ii) each director and
executive officer; and (iii) all officers and directors of the
Registrant as a group.  Each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially owned
by him.  In addition, none of these security holders has the right to
acquire any amount of the shares within sixty days from options,
warrants, rights, conversion privilege, or similar obligations.

Title of Class   Name and Address               Amount and Nature   Percent of
                 of Beneficial Owner              of Beneficial        Class
                                                     Owner

Common Stock     Richard Dunning,                   7,250,000          5.52%
                 4615 Spring Canyon Heights
                 Suite 102
                 Colorado Springs, CO 80907

Common Stock     Gary Borglund                      4,000,000 (2)      3.04%
                 2535 Pilot Knob Road
                 Suite 118
                 Mendota Heights, MN 55120

Common Stock     Shares of all directors and        4,000,000          3.04%
                 executive officers
                 as a group (1 person)

(1)  2,000,000 of these shares are held in the name of Stout Advisors
& Liquidators, a company controlled by Mr. Borglund.

Securities Authorized for Issuance under Equity Compensation Plans.

The Registrant has adopted two equity compensation plans (neither
of which have been approved by the company's shareholders):

(a)  Stock Incentive Plan.

     On August 5, 2003, the Registrant adopted a Stock Incentive Plan.
This plan is intended to allow directors, officers, employees, and
certain non-employees of the Registrant to receive options to purchase
company common stock.  The purpose of this plan is to provide these
persons with equity-based compensation incentives to make significant
and extraordinary contributions to the long-term performance and growth
of the company, and to attract and retain employees.  A total of
10,000,000 shares of common stock have been registered under this plan
under a Form S-8 filed with the SEC on August 20, 2003; the options are
to be exercisable at whatever price is established by the board of
directors, in its sole discretion, on the date of the grant.  To date
no options have been granted under this plan.

(b)  Non-Employee Directors and Consultants Retainer Stock Plan.

     On August 5, 2003, the Registrant adopted a Non-Employee
Directors and Consultants Retainer Stock Plan.  The purposes of the
plan are to enable the Registrant to promote the interests of the
company by attracting and retaining non-employee directors and
consultants capable of furthering the business 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 common stock.  A total of 30,000,000 shares of common
stock have been registered under this plan under a Form S-8 filed with
the SEC on August 20, 2003.

     In the process of auditing the financial statements contained in
this Form 10-KSB, the Registrant discovered that it had inadvertently
issued 19,750,000 shares in excess of those that had been registered
under the Form S-8.  Therefore, a total of 49,750,000 shares had been
issued under this plan as of December 31, 2003.  The Registrant is now
in the process of retrieving such excess shares from the persons to
whom they were issued; when received, these shares will be cancelled
by the Registrant's transfer agent.  On February 9, 2004, the
Registrant filed a Form S-8 POS to increase the number of shares
authorized under this plan to 60,000,000 under an Amended and Restated
Non-Employee Directors and Consultants Retainer Stock Plan, dated
February 4, 2004.  The cancelled shares will then be reissued under
this amended plan.

                   Equity Compensation Plan Information
                        as of December 31, 2003


<TABLE>
<CAPTION>
                                                                                        Number of
                                                                                        Securities
                                                                                         Remaining
                              Number of                                            Available for future
                            Securities to be                                          Issuance under
                              Issued upon            Weighted-average                     Equity
                              Exercise of            Exercise Price Of                 Compensation
                              Outstanding              Outstanding                  Plans (excluding
                            Options, Warrants        Options, Warrants             Securities reflected
                               And rights               And rights                   in Column (a)
Plan category                    (a)                        (b)                            (c)
<S>                             <C>                          <C>                    <C>
Equity
compensation plans
approved by security
holders                           0                          0                              0

Equity compensation
plans not approved by
security holders                  0                          0                       Stock Incentive
                                                                                     Plan: 10,000,000
                                                                                          shares;
                                                                                     Director's and
                                                                                     Consultant's Stock
                                                                                     Plan: 0 shares

Total                             0                          0                       Stock Incentive
                                                                                     Plan: 10,000,000
                                                                                           shares;
                                                                                     Director's and
                                                                                     Consultant's Stock
                                                                                     Plan: 0 shares
</TABLE>



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Other than as set forth below, during the last two fiscal years
there have not been any relationships, transactions, or proposed
transactions to which the Registrant was or is to be a party, in which
any of the directors, officers, or 5% or greater shareholders (or any
immediate family thereof) had or is to have a direct or indirect
material interest.

     (a)  On March 20, 2002 the Registrant issued a total of
7,000,000 shares to Richard Dunning (2,000,000 shares) a director of
the Registrant and George Avery (5,000,000 shares), a director and
officer of the Registrant.

     (b)  On June 17, 2002, the Registrant issued a total of
7,250,000 shares of common stock to one of the past and one of the
current directors of the company, George Avery (5,000,000 shares) and
Richard Dunning (2,250,000 shares), respectively, in lieu of salary.

     (c)  On September 11, 2002, the Registrant issued a total of
3,000,000 shares of common stock to one of the past and one of the
current directors of the company, Brent Paschal, (1,000,000 shares)
and Gary Borglund (2,000,000 Shares), in lieu of salary.

     (d)  Effective February 14, 2003 three shareholders (two of
which were Mr. Avery and Mr. Paschal, former directors of the company)
returned an aggregate of 11,100,000 shares of common stock to the
Registrant.  The shares were cancelled and treated as miscellaneous
income totaling $11,100.

     (e)  On December 19, 2003 the Registrant entered into an
agreement with Mr. Avery and others to purchase certain of the assets
of Avery Georgia, including a building, and equipment at its location
in Rome, Georgia (see Exhibit 10.2 to this Form 10-KSB and the
discussion under Description of Business).  The agreement also
includes the rights to use a certain patent held by Mr. Avery
(assignment of patent; see Exhibit 10.3 to this Form 10-KSB), and the
continued services of Mr. Avery as a consultant for five years in the
production of turf products (consulting agreement; see Exhibit 10.4 to
this Form 10-KSB) (under the consulting agreement, the Registrant will
pay Mr. Avery $6,000 per month during the term of the agreement and
issue him 2,000,000 free trading shares of common stock, registered
under Form S-8).

     (f)   During the 2003 fiscal year, the Registrant was provided
office space without cost by the current president of the company.
This arrangement was terminated on March 1, 2004 when the Registrant
leased office space.  Synthetic Turf Corporation of America pays 50% of
the total monthly rent of $1,253 at this location.  Synthetic Turf and
the Registrant have a common president and director.

     (g)  The Registrant sells artificial turf products to Synthetic
Turf Corporation of America, among other companies, which in turn sells
the products on the retail market.

     For each of the transactions noted above, the transaction was
negotiated, on the part of the Registrant, on the basis of what is in
the best interests of the Registrant and its shareholders.  In
addition, in each case the interested affiliate did vote in favor of
the transaction; however, the full board of directors did make the
determination that the terms in each case were as favorable as could
have been obtained from non-affiliated parties.

The sole officer and director of the Registrant is engaged in other
businesses (including Synthetic Turf Corporation of America), either
individually or through partnerships and corporations in which he has
an interest, holds an office, or serves on a board of directors.  As
a result, certain conflicts of interest may arise between the
Registrant and this officer and director.  The Registrant will
attempt to resolve such conflicts of interest in favor of the
Registrant.  The officer and director of the Registrant is
accountable to it and its shareholders as fiduciaries, which require
that such officer and director exercises good faith and integrity in
handling the Registrant's affairs.  A shareholder may be able to
institute legal action on behalf of the Registrant or on behalf of
itself and other similarly situated shareholders to recover damages
or for other relief in cases of the resolution of conflicts is in any
manner prejudicial to the Registrant.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits.

     Exhibits included or incorporated by reference in this document
are set forth in the Exhibit Index.

Reports on Form 8-K.

     No reports on Form 8-K were filed during the last quarter of the
fiscal year covered by this Form 10-KSB.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.

     The aggregate fees billed for each of the last two fiscal years
for professional services rendered by George Brenner, CPA for the
audit of the Registrant's annual financial statements, and review of
financial statements included in the company's Form 10-QSB's: 2003:
$43,043; and 2002: $6,000

Audit-Related Fees.

     The aggregate fees billed in each of the last two fiscal years
for assurance and related services by Mr. Brenner that are reasonably
related to the performance of the audit or review of the Registrant's
financial statements and are not reported under Audit Fees above: $0.

Tax Fees.

     The aggregate fees billed in each of the last two fiscal years
for professional services rendered by Mr. Brenner for tax compliance,
tax advice, and tax planning: $0.

All Other Fees.

     The aggregate fees billed in each of the last two fiscal years
for products and services provided by Mr. Brenner, other than the
services reported above: $0.

Audit Committee.

     The Registrant's audit committee consists of Mr. Borglund.  The
audit committee has not adopted a written charter.  The Registrant's
board of directors has determined that the company does not have an
audit committee financial expert serving on its audit committee; the
company has been unable to secure the services of such a person.

     The Registrant's does not have any pre-approval policies and
procedures.  The audit committee makes recommendations concerning the
engagement of independent public accountants, reviews with the
independent public accountants the scope and results of the audit
engagement, approves all professional services provided by the
independent accountants, reviews the independence of the independent
public accountants, considers the range of audit and non-audit fees,
and reviews the adequacy of the Registrant's internal accounting controls.

                                     SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       Avery Sports Turf, Inc.


Dated: April 12, 2004                  By: /s/ Gary Borglund
                                       Gary Borglund, President

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date indicated:

Signature                    Title                                  Date

/s/  Gary Borglund         President/Director                   April 12, 2004
Gary Borglund

                                George Brenner, CPA
                            A Professional Corporation
                         10680 W. PICO BOULEVARD, SUITE 260
                           LOS ANGELES, CALIFORNIA 90064
                          310/202-6445 - Fax 310/202-6494


                            REPORT OF INDEPENDENT AUDITOR


Board of Directors
Avery Sport Turf, Inc.
Mendota Heights, Minnesota

I have audited the accompanying balance sheet of Avery Sports Turf,
Inc., a Delaware corporation as of December 31, 2003, and the related
statements of operations, shareholders' (deficit) and cash flows for
the years ended December 31, 2003 and 2002.  These financial
statements are the responsibility of the Company's management.  My
responsibility is to express an opinion on these financial statements
based on my audits.

I conducted my audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require
that I plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  I believe that my audits provide a
reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial condition of Avery
Sports Turf, Inc. as of December 31, 2003, the results of its
operations and cash flows for the years ended December 31, 2003 and
2002, in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note
2.A. to the financial statements, the Company's continuing losses and
accumulated deficit raise substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to these
matters are also described in Note 2.A.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


/s/  George Brenner, C.P.A.
George Brenner, C.P.A.
Los Angeles, California
March 5, 2004


                               AVERY SPORTS TURF, INC.
                                   BALANCE SHEET
                                  DECEMBER 31, 2003

                                        ASSETS

Current Assets:
Cash                                                           $      15,080
Property and Equipment
Building                                                             512,089
Equipment                                                             30,000
Less:  accumulated depreciation                                       (1,130)
Net                                                                  540,959

Total Assets                                                    $    556,039

                     LIABILITIES AND SHAREHOLDERS' (DEFICIT)

Current Liabilities:
Note payable                                                          30,000
Current portion - long term debts                                     80,400
Accounts payable                                                     102,454
Deposit - affiliate                                                   61,050
Total Current Liabilities                                            273,904

Long Term Liabilities
Mortgage payable                                                     216,532
Notes payable                                                        222,500
                                                                     439,032
Less:  current portion                                               (80,400)
Total Long Term Liabilities                                          358,632

Total Liabilities                                                    632,536

Commitments and Contingencies
Shareholders' (Deficit):
Common stock, par value $.001 -
   authorized 500,000,000 shares, issued
   and outstanding 127,377,165 shares                                127,377
Additional paid in capital                                         3,117,734
    less: common stock subscriptions receivable                     (505,859)
    net of 505,859 allowance for doubtful subscriptions              505,859
Accumulated deficit                                               (3,321,608)

Total Shareholders' (Deficit)                                        (76,497)
Total Liabilities and Shareholders' (Deficit)                        556,039

                  See accompanying notes to financial statements

                             AVERY SPORTS TURF, INC.
                            STATEMENTS OF OPERATIONS

                                                    Year Ending December 31,
                                                   2003                 2002

Net Sales                                          $ 118,428       $   20,900

Cost of Goods Sold                                    99,643           28,313

Gross Profit (Loss)                                   18,785           (7,413)

Depreciation and Amortization                         38,029                -

Selling, General and Administrative                  534,481          451,754

Interest Expense                                       1,823                -

Write-Off - Standard Manufacturing Agreement         370,601                -

Loss from Operations                                (926,149)        (459,167)
Income Tax                                                 -                -

Net Loss                                            (926,149)        (459,167)

Loss Per Common Share, Basic and Diluted               (0.01)          (0 .01)

Weighted Average Number
   of Common Shares Outstanding,
   Basic and Diluted                              85,181,357        50,375,781

                   See accompanying notes to financial statements


                               AVERY SPORTS TURF, INC.
                        STATEMENT OF SHAREHOLDERS' (DEFICIT)


<TABLE>
<CAPTION>
                                                                  Additional                 Total
                                    Common Stock  Common Stock     Paid-In     Accumulated  Stockholder
                                      Shares         Amount        Capital      (Deficit)    (Deficit)
<S>                                   <C>           <C>           <C>             <C>          <C>
Balance, December 31, 2001          29,290,000     $ 29,290      $2,195,421    $(1,936,292)  $  288,419

Stock issued for services           39,096,666       39,097         352,436              -      391,533

Stock issued for cash                7,299,999        7,300          86,700                      94,000

Net (loss                                                                         (459,167)    (459,167)

Balance, December 31, 2002          75,686,665       75,687       2,634,557     (2,395,459)     314,785

Stock returned                     (11,100,000)     (11,100)                                    (11,100)

Stock issued for services           52,915,000       52,915         350,552                     403,467

Stock issued for cash                7,875,000        7,875         104,625                     112,500

Stock issued to creditor             1,000,000        1,000          19,000                      20,000

Stock issued to noteholder           1,000,000        1,000           9,000                      10,000

Net (loss)                                                                        (926,149)    (926,149)

Balance, December 31, 2003         127,377,165      127,377       3,117,734      (3,321,608)    (76,497)
</TABLE>

               See accompanying notes to financial statements


                              AVERY SPORTS TURF, INC.
                             STATEMENTS OF CASH FLOWS

                                                    Year Ending December 31,
                                                   2003                 2002

Cash Flows Used for Operating Activities
 Net (Loss)                                        $(926,149)        $(459,167)
Adjustments to reconcile net loss to net
   cash used in operating activities:
Depreciation and amortization                         38,029                 -
  Write-off of property and equipment                      -             8,021
 Write-off of standard manufacturing agreement       370,601                 -
Stock for services                                   403,467           391,533
Common stock returned at par value                   (11,100)                -
Changes in operating assets and liabilities:
Accounts receivable                                        -            59,017
Accounts payable                                      38,373           (67,081)
Deposit - affiliate                                   61,050                 -
  Net cash used for operating activities             (25,729)          (67,677)

Cash Flows Used for Investing Activities:
Payments on manufacturing agreement                        -           (25,000)
Purchase of property and equipment                  (542,089)                -
  Net cash used for investing activities            (542,089)          (25,000)

Cash Flows Provided by From Financing Activities:
Notes payable                                        252,500                 -
Building mortgage                                    216,532                 -
Net proceeds from issuance of stock                  112,500            94,000
  Net cash provided by financing activities          581,532            94,000

Net Increase in Cash                                  13,714             1,323

Cash at Beginning of Period                            1,366                43

Cash at End of Period                                 15,080             1,366

Supplemental Disclosure of Cash Flow Information
   Cash paid during the period:
Interest                                               1,088                 -

Income taxes                                               -                 -

Supplemental disclosure of non-monetary transactions:
Stock issued to creditors                             30,000                 -

Return of 11,100,000 shares of par value $(0.001)    (11,100)          $     -

                   See accompanying notes to financial statements

                              AVERY SPORTS TURF, INC.
                           NOTES TO FINANCIAL STATEMENTS
                            DECEMBER 31, 2003 AND 2002

1.  HISTORY

A.  Background.

Avery Sports Turf, Inc., formerly In-Sports International, Inc., a
Delaware corporation  ("Company"), was created as a result of a
reverse acquisition with Perma Grass Corporation ("Perma"), is engaged
in developing a business of distributing and installing artificial
grass surfaces for commercial, athletic, residential and child care
applications (sometimes known as "artificial turf").

The Company was incorporated on March 10, 1994 in the state of
Delaware as Beta Acquisition Corp. ("Beta") and on September 7, 1995.
Beta changed its name to In-Sports International, Inc.  In August 2002
the name was changed to Avery Sports Turf, Inc.

B.  Reverse Acquisition.

In December 1998, the Company acquired 100% of Perma by issuing
9,000,000 shares for all of the shares of Perma.  This exchange has
been accounted for as a reverse acquisition, under the purchase method
of accounting, since the former shareholder of Perma owned a majority
of the outstanding stock of the Company after the acquisition.
Accordingly, the combination of the two companies is recorded as
recapitalization of shareholders' equity of Perma, pursuant to which
Perma is treated as the continuing entity for accounting purposes and
the historical financial statements presented are those of Perma.
Pro-forma information has not been presented since the transaction was
deemed a capital stock transaction rather than a business combination.

Perma was spun-off at a special board of directors meeting on July 17,
2002.  Perma stock was distributed to shareholders of record as of
December 1, 2000 payable Jan 10, 2001.  Gain on the spin-off of Perma
($336,807) was not recorded as income but credited to paid in capital.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  Continued Existence.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  The Company, since its
inception, has an accumulated deficit of approximately $3,322,000,
which raises substantial doubt about its ability to continue as a
going concern.  The Company's ability to continue as a going concern
is dependent upon profitable operations and support from present
shareholders.

Management has acquired a manufacturing site for the production and
distribution of its product (artificial turf).

The management has continued to raise the funds necessary to continue
the operations of the business however, it is uncertain that the
business can continue as a going concern under the present operating
and financial conditions without additional funding.

B.  Allowance for Doubtful Accounts.

The allowance for doubtful accounts applies to notes receivable for
stock subscriptions.  The original amount of the notes was $990,000 of
which $413,818 and $70,323 was collected in 1999 and 2000,
respectively.  The uncollected amount $505,859 was fully reserved and
expensed in 1999.  See 1998 and 1999 "Consolidated Statement of
Shareholders' Equity."  Management continues to attempt to locate the
note holders. See Note 12 "Commitments and Contingencies."

C.  Property and Equipment.

Property and equipment are recorded at cost.  Depreciation is provided
on the straight-line method based upon the estimated useful lives of
the respective assets.  The building is being depreciated over a
period of twenty-five years and the equipment over five years.
Maintenance, repairs and minor renewals are charged to operations as
incurred, whereas the cost of significant betterments is capitalized.
Upon the sale or retirement of property and equipment, the related
costs and accumulated depreciation are eliminated from the accounts
and gains or losses are reflected in operations.

D.  Revenue Recognition.

Sales are recognized when the product is shipped to the customer.

E.  Advertising.

The Company expenses the cost of advertising the first time the
advertising takes place.  For years 2003 and 2002, there was no
advertising expense.

F.  Use of Estimates.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

G.  Earnings (Loss) Per Share.

The Company has adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings per Share," which
became effective for financial statements for fiscal years ending
after December 15, 1997.  The statement requires that the Company
report basic and diluted earning (loss) per share for all periods
reported.  Basic net income per share is computed dividing net income
(loss) by the weighted average number of common shares outstanding for
the period.  Diluted net income (loss) per share is computed by
dividing net income (loss) by the weighted average number of common
shares outstanding for the period, adjusted for the dilutive effect of
common stock equivalents, if any.

For the periods presented, diluted net (loss) per share was the same
as basic net loss per share.  The Company had no dilutive securities
at December 31, 2003 and 2002.  Further, any dilutive effect if
applicable would be excluded from the calculation of loss per share
because the effect would be anti-dilutive.

H.  Fair Value of Financial Instruments.

The Company's financial instruments consist primarily of cash, loan
receivable, other current assets, trade payables, accrued expenses and
long term debt which approximated fair value as of December 31, 2003.

I.  Stock Based Compensation

Shares of the Company's common stock are issued for consulting and
marketing services under a "Non-Employee Directors and Consultant
Retainer Stock Plan".  These issuances are valued at the fair market
value of the services provided and the number of shares issued is
determined based upon what the price of the common stock is on the
date of each respective transaction.  In addition, the Company has a
"Stock Incentive Plan"; to date, no options have been granted under
this plan.

3.  RECENT ACCOUNTING PRONOUNCEMENTS.

In December 2002, SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure," was issued.  This
Statement amends SFAS No. 123, "Accounting for Stock-Based
Compensation", to provide alternative methods of transition for an
entity that voluntarily changes to the fair value based method of
accounting for stock-based employee compensation. In addition, this
Statement amends the disclosure requirements of  SFAS No. 123 and
Accounting Principles Board ("APB") Opinion No. 28, "Interim Financial
Reporting," to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-
based employee compensation and the effect of the method used on
reported results.  SFAS No. 148 is effective for fiscal years ending
after December 15, 2002 and for interim periods beginning after
December 15, 2002.

In May 2003, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 150, "Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity."  SAFA No. 150
requires that certain financial instruments with characteristics of
both liabilities and equity be classified as a liability.  In November
2003, the FASB deferred application of certain provisions of SFAS No.
150 through FASB Staff Position ("FSP") No. 150-3, which eliminates
the disclosure requirements for certain mandatory redeemable
instruments and prohibits early adoption of instruments within the
scope of the deferrals established by FSP No. 150-3.  As a result of
FSP No. 150-3, the Company does not expect the adoption of this
statement will have a material impact on the Company's financial
position, results of operations or cash flows.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities, and in December 2003, issued a revision
to Interpretation No. 46.  Interpretation No. 46 is an effort to
expand upon and strengthen existing accounting guidance as to when a
company should consolidate the financial results of another entity.
Interpretation No. 46 requires "variable interest entities" as defined
to be consolidated by a company if that company is subject to a
majority of expected losses of the entity or is entitled to receive a
majority of expected residual returns of the entity, or both.  The
company that is required to consolidate a variable interest
entity is referred to as the entity's primary beneficiary.  The
interpretation also requires certain disclosures about variable
interest entities that a company is not required to consolidate, but
in which it has a significant variable interest.

The consolidation and disclosure requirements apply immediately to
variable interest entities created after January 31, 2003.  For all
variable interest entities created prior to February 1, 2003,
Interpretation No. 46 is effective for periods ending after March 15,
2004, except for entities that are considered Special Purpose
Entities, to which the provisions apply as of December 31, 2003.
The Company is not the primary beneficiary of any variable interest
entities created after February 1, 2003, nor does the Company expect
the final adoption of this statement to have a material impact on its
financial position or results of operations.

4.  STANDARD MANUFACTURING AGREEMENT

Effective December 2, 2002 the Company entered into a four year
Standard Manufacturing Agreement ("Agreement") at a cost of $407,500
with George Avery, then President of the Company and his private
corporation ("Avery GA").  The Agreement is automatically renewed for
successive one year increments unless either party request in writing,
at least ninety days prior to the anniversary date, not to renew the
agreement.  Avery GA will do all the contract work for Avery Delaware
and keep the patent license in its private corporation.

On December 19, 2003 the Standard Manufacturing Agreement was
cancelled and in its place the Company purchased the Avery GA
manufacturing site and building ($512,089) and equipment ($30,000)
from Mr. Avery plus the use of certain patent rights held by Mr.
Avery.  A five year consulting contract with Mr. Avery was negotiated
which retains Mr. Avery's services (See Note 12 "Commitments and
Contingencies)."..  Because of the plant purchase from  Mr. Avery's
company, the unamortized amount ($370,601) of the agreement was
expensed.

5.  SHAREHOLDERS' (DEFICIT) EQUITY

In July 2002 the authorized stock was increased from 50,000,000 shares
to 500,000,000 shares. On January 2003, George Avery resigned as
President and returned 10,000,000 shares of common stock acquired in
2002.  These shares were cancelled at par value.

6.  INCOME TAXES

Because of its past losses, the Company is not liable for any
corporate income tax.  Because the Company "spun-off" Perma in 2000,
the Company's net operating loss ("NOL") is restricted to Avery Sports
Turf, Inc.  The NOL is a follows:

Year           NOL               Year Expires

1999           $   237,000           2019
2000               131,000           2020
2001               300,000           2021
2002               453,000           2022
2003               926,000           2023
               $ 2,047,000

The Company has fully reserved the resulting deferred tax asset
because the likelihood of realization of these benefits cannot be
presently determined. Included in the $2,047,000 NOL is a $ 596,310
timing difference representing shares of restricted stock for
services.  When such shares become unrestricted a tax deduction is
allowed.  Consequently, the current NOL is $ 2,047,000 less $596,310
resulting is a current NOL of  $ 1,460,690.

7.  STOCK BASED EXPENSES

Stock was issued for services as follows:

In 2002, 39,096,666 shares valued at an average price of
approximately $0.01 per share for an aggregate $391,533.

In 2003, 52,915,000 shares at an average price of approximately
$0.007 per share for an aggregate $403,467.  The Company has a
"Non-Employee Directors and Consultants Retainer Stock Plan."
See Note 13A "Subsequent Event."

8.  MORTGAGE PAYABLE

The mortgage payable is a first mortgage dated June 11, 1999 and
renewed June 11, 2002, secured by the building, payable in 36
instalments of $1,932.37 per month with interest at 9% per annum.  The
loan matures on June 11, 2005, with a balloon payment of $210,308.

9.  NOTES PAYABLE

Long-term notes payable consist of the following:

A note of $200,000 due Jural Avery, former owner of the building
purchased by the Company, payable in seven instalments with six
instalments of $25,000 due at the end of the first second and
third calendar quarter of 2004 and 2005.  One final payment of
$50,000 is due on March 31, 2006.  The note bears no interest and
per the agreement is to be secured by a second mortgage on the
building.  The second mortgage has not been filed.

A note of $ 22,500 bearing 5% per annum interest accumulative and
payable at the maturity of the note, which is November 6, 2006

10.  LONG TERM DEBT

Long term debt is payable as follows:

2004                $  80,400
2005                  285,308
2006                   72,500
2007                        -
2008                        -
Thereafter                  -
                    $ 438,208

11.  RELATED PARTIES TRANSACTIONS

A.  The Company received a deposit of $61,050 from a customer that is
an affiliate.  The deposit is for turf to be shipped to the
affiliate during the year 2004

B.  The Company purchased certain assets from a company owned by a
former officer and director of the Company.  In addition, the
Company entered into a consulting agreement with the same
individual.  See Notes 4 "Standard Manufacturing Agreement' and
Note 9 "Notes Payable".

12.  COMMITMENTS AND CONTINGENCIES

A.  The Company could possibly be exposed to litigation in connection
with the issuance of stock subscriptions by previous management.
See Note 2B "Allowance For Doubtful Accounts."  Current
management believes litigation unlikely.

B.  Under the terms of the consulting agreement with George Avery,
the Company is required to pay Mr. Avery $360,000 over a period
of 5 years at the monthly rate of $6,000.

13.  SUBSEQUENT EVENTS

Subsequent to December 31, 2003 the following events took place:

A.  The Company filed with the Securities and Exchange Commission a
Form S-8 registration statement for the purpose of registering an
additional 30,000,000 shares of common stock under an Amended and
Restated Non-Employee Directors and Consultants Retainer Stock
Plan.  On February 9, 2004, a Form S-8 POS was filed to amend the
plan from 30,000,000 to 60,000,000.

As of December 31, 2003, 49,750,000 shares were issued under the
original plan, resulting in an excess of 19,750,000.  The Company
is in the process of contacting and retrieving the excess shares
issued.  When received, these shares will be cancelled by the
Company's transfer agent and reissued under the amended plan.

B.  On March 1, 2004, the Company leased office space in Mendota
Heights, Minnesota.  The lease is for 3 years, with an aggregate
lease liability of approximately $36,000.  The lease allows for
cancellation at the end of 24 months providing the lessor is
notified by the 18th month of the lease and a penalty of $3,000
is paid.  The Company is sharing the space with an affiliate
company and charging the affiliate 50% of the monthly lease cost
of $1,253.

                           EXHIBIT INDEX

Number                         Description

2      Letter of Intent for Acquisition of Avery Sports Turf by the
       Registrant, dated November 16, 1999 (incorporated by
       reference to Exhibit 10.1 of the Form 10-SB filed on
       February 10, 2000).

3.1    Certificate of Incorporation, dated March 10, 1994
       (incorporated by reference to Exhibit 3.1 of the Form 10-SB
       filed on February 10, 2000).

3.2    Certificate of Amendment of Certificate of Incorporation,
       dated August 15, 1995 (incorporated by reference to Exhibit
       3.1 of the Form 10-SB filed on February 10, 2000).

3.3    Certificate of Renewal and Revival of Charter, dated August
       4, 1998 (incorporated by reference to Exhibit 3.1 of the
       Form 10-SB filed on February 10, 2000).

3.4    Certificate of Amendment to the Articles of Incorporation,
       dated July 22, 2002 (incorporated by reference to Exhibit
       3.4 of the Form 10-QSB for the quarter ended September 30, 2002).

3.5    Bylaws (incorporated by reference to Exhibit 3.3 of the Form
       10-SB filed on February 10, 2000).

4.1    Non-Employee Directors and Consultants Retainer Stock Plan,
       dated August 5, 2003 (incorporated by reference to Exhibit
       4.1 of the Form S-8 filed on August 20, 2003).

4.2    Stock Incentive Plan, dated August 5, 2003 (incorporated by
       reference to Exhibit 4.2 of the Form S-8 filed on August 20, 2003).

4.3    Amended and Restated Non-Employee Directors and Consultants
       Retainer Stock Plan, dated January 20, 2004 (incorporated by
       reference to Exhibit 4 of the Form S-8 POS filed on February
       9, 2004).

10.1   Standard Manufacturing Agreement between the Registrant,
       Avery Sports Turf, Inc., and George Avery, dated May 14,
       2003 (including Addendum) (incorporated by reference to
       Exhibit 10 of the Form 8-K/A filed on May 29, 2003).

10.2   Agreement of Purchase and Sale between the Registrant, and
       George Avery, Jural Avery and Avery Sports Turf (a Georgia
       corporation), dated December 19, 2003 (including the
       following exhibits: Exhibit 1: Description of the Land;
       Exhibit 2: Description of the Equipment; Exhibit 3:
       Description of the Intellectual Property; Exhibit 4:
       Description of Assumed Liabilities; Exhibit 5: Description
       of Assumed Customer Contracts (actual contracts not
       included); Exhibit 6: Assignment of Intellectual
       Property; Exhibit 7: Description of the Excluded Assets;
       Exhibit 8: Description of the Excluded Liabilities; and
       Exhibit 9: Form of the Note) (see below).

10.3   Assignment of U.S. Origin Patent Application, dated December
       19, 2003 (see below).

10.4   Consulting Agreement between the Registrant and George S.
       Avery, dated December 19, 2003 (see below).

16     Letter on Change in Certifying Accountant (incorporated by
       reference to Exhibit 16 of the Form 8-K/A filed on August
       29, 2002).

17.1   Letter on Director Resignation issued by Brent Paschal, dated
       January 30, 2003 (incorporated by reference to Exhibit 17.1
       of the Form 8-K filed on February 19, 2003).

17.2   Letter on Director Resignation issued by George Avery, dated
       January 30, 2003 (incorporated by reference to Exhibit 17.2
       of the Form 8-K filed on February 19, 2003).

23     Consent of Independent Certified Public Accountant (see below).

31     Rule 13a-14(a)/15d-14(a) Certification of Gary Borglund (see below).

32     Section 1350 Certification of Gary Borglund (see below).



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>averyex102041604.txt
<TEXT>
EX-10.2                         AGREEMENT OF PURCHASE AND SALE


                       AGREEMENT OF PURCHASE AND SALE


     This Agreement of Purchase and Sale (this "Agreement") is
entered into as of December 19, 2003, by and between Avery Sports
Turf, Inc., a Delaware Corporation ("Buyer"); Jural E. Avery ("Mrs.
Avery"), an individual residing in Floyd County, Georgia; George Avery
("Mr. Avery"), an individual residing in Floyd County, Georgia; and
Avery Sports Turf, Inc., a Georgia Corporation ("Avery Georgia").  At
times herein, Mrs. Avery, Mr. Avery and Avery Georgia are referred to
collectively as "Sellers." This Agreement constitutes (i) a contract
of purchase and sale among the parties and (ii) escrow instructions to
Escrow Agent (as hereinafter defined).

     THE PARTIES ENTER INTO THIS AGREEMENT on the basis of the
following facts, understandings and intentions:

     A. As more particularly described in the next succeeding
recitals of this Agreement, Sellers together own all of the assets of
"Avery Sports Turf" (the "Business"), an enterprise located in Rome,
Georgia, engaged in the business of manufacturing artificial sports
turf and related play surfacing materials (the "Products").

     B. Mrs. Avery owns the real property comprised of approximately
3.55 acres, located at 9 Riverside Industrial Park, in the City of
Rome, County of Floyd, State of Georgia, as more particularly
described on the attached Exhibit 1 (herein the "Land") and the
Improvements (defined below) located upon the Land, together with Mrs.
Avery's interest in (i) all rights, privileges, easements and right-
of-ways appurtenant thereto, (ii) all warranties in connection with
the Improvements, (iii) to the extent assignable, all entitlements,
permits and other intangible property used in connection therewith,
and (iv) to the extent assignable, all contract rights related to the
ownership, use and operation thereof (collectively, including such
Land and Improvements, the "Property");

     C. Mr. Avery and/or Avery Georgia own certain industrial
machinery located and installed at the Property, as more particularly
described on the attached Exhibit 2, together with (i) Mr. Avery's and
Avery Georgia's interests in (i) all warranties in connection with the
Equipment, (ii) to the extent assignable, all entitlements, permits
and other intangible property used in connection therewith, and (iii)
to the extent assignable, all contract rights related to the
ownership, use and operation thereof (collectively, the "Equipment");

     D. Mr. Avery and/or Avery Georgia own certain letters patent
and patents, provisional patent applications, patent applications,
patent licenses, know-how, trade names, brand names, trademarks,
inventions, technology, trade secrets, customer lists, inventory,
ideas, processes, documentation, design documentation and
specifications, and tangible or intangible proprietary information or
material (herein the "Intellectual Property", more particularly
described in the attached Exhibit 3);

     E. Mr. Avery and/or Avery Georgia own certain other assets
related to or associated with the Business (excluding the Excluded
Assets), including Customer (defined hereinbelow) lists, Accounts
Receivable (as defined hereinbelow), prepaid expenses, Inventories
(defined hereinbelow), work in progress under Assumed Customer
Contracts (defined hereinbelow), books of account, customer lists,
price lists, correspondence, data, sales literature, sales data,
accounting information relating to the Business, client files (for
active and inactive matters), books and records, files, personnel
files of employees of the Business who are employed by Buyer from and
after the Closing, data bases, manuals, e-mails, ledgers, papers and
records and tax returns, in whatever form or medium related to the
Business, all goodwill related to the Business, all telephone numbers,
e-mail addresses, websites, and domain names related to the Business,
all causes of action, judgments and claims or demands against others
of whatever kind or description related to the Business, and all other
property owned or used by said Sellers, whether tangible or
intangible, used by or in the Business and located at the Property,
whether or not expressly referred to herein (all of the foregoing
being at times referred to herein as the "Other Business Assets"). In
addition, Mr. Avery and/or Avery Georgia have indebtedness and/or
liabilities related to or associated with the Business (the "Assumed
Liabilities"), more particularly described in the attached Exhibit 4),
which are to be assumed by Buyer hereunder;

     F. The parties desire to effect a business combination whereby
(1) the Sellers will sell, and Buyer will purchase, substantially all
of the assets of the Business; viz: the Property, the Equipment, the
Intellectual Property, and the Other Business Assets (collectively
herein the "Acquired Assets"), and (2) Buyer will assume certain
indebtedness of Sellers, more particularly described hereinbelow, on
the terms, covenants and conditions provided herein; and

     G. For purposes of this Agreement, the following terms shall
have the meanings given below:

     G.1. "Accounts Receivable" means all rights to payment for
goods sold, licensed or leased or for services rendered to Customers
in connection with the Business, all sums of money or other proceeds due or
becoming due thereon and all instruments pertaining thereto;

     G.2. "Acquired Assets" has the meaning set forth in recital "F"
above;

     G.3. "Assumed Liabilities" has the meaning set forth in recital
"E" above and more particularly described in the attached Exhibit 4;

     G.4. "Assumed Customer Contracts" means the Customer Contracts
assumed by Buyer hereunder and listed as such on the attached Exhibit 5;

     G.5. "Bank Debt" has the meaning set forth in Exhibit 4;

     G.6. "Business" has the meaning set forth in recital "A" above;

     G.7. "Business Day" shall mean any day other than a Saturday,
Sunday or day on which banks in the state of Georgia are authorized to
be closed for business;

     G.8. "Claim"  means (i) a right to payment, whether or not such
right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal,
equitable, secured or unsecured or (ii) a right to an equitable remedy
for breach of performance if such breach gives rise to a right to
payment, whether or not such right to an equitable remedy is reduced
to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured;

     G.9. "Closing" means the consummation of the transactions
contemplated hereby, and the recordation of the instruments necessary
to vest good title to the Property and the Equipment in Buyer in
accordance with the terms and provisions of this Agreement;

     G.10. "Closing Date" means a date when the Close of
Escrow has occurred;

     G.11. "Code" means the Internal Revenue Code of 1986, any
amendments thereto, any successor statutes and any regulations
promulgated thereunder;

     G.12. "Customers" means Mr. Avery's and Avery Georgia's entire
end user customer base with regard to the Business;

     G.13. "Customer Contracts" means any and all contracts and
agreements related to the Customers listed on Exhibit 5 of this
Agreement;

     G.14. "Employees" means all employees of Mr. Avery and Avery
Georgia engaged primarily in the Business;

     G.15. "Escrow Agent" means William M. Phillips, 7480
Nashville Street, Ringgold, Georgia 30736;

     G.16. "Execution Date" shall mean the date set forth at the
beginning hereof.

     G.17. "Excluded Assets" has the meaning set forth in Section 5;

     G.18. "Excluded Liabilities" has the meaning set forth in Section 5;

     G.19. "Governmental Authority" means any agency, board, bureau,
executive, court, commission, department, legislature, tribunal,
instrumentality or administration of the United States, or any state,
provincial, territorial, municipal, county, local or other
governmental entity in the United States;

     G.20. "Governmental Permits" means all licenses, permits,
approvals, consents, certificates, waivers, exemptions, orders,
registrations, variances and other authorizations from any and all
Governmental Authorities, including any state sales tax numbers, used
or held for use in connection with the conduct of the Business;

     G.21. "Improvements" shall mean a four story industrial
building consisting of approximately One Hundred Seven Thousand Eight
Hundred Eighty-four (107,884) square feet;

     G.22. "Intellectual Property" has the meaning set forth in
recital "D" above;

     G.23. "Inventories" means all inventories of raw materials,
works in process, finished products, goods, spare parts, replacement
and component parts, and office and other supplies;

     G.24. "Knowledge of Sellers" means the actual knowledge, after
due inquiry, of Mr. Avery, Mrs. Avery and Mr. Avery as President and
Chief Executive Officer of Avery Georgia;

     G.25. "Law" means any law, statute, regulation, rule, code,
ordinance or court order enacted, adopted, issued or promulgated by
any Governmental Authority;

     G.26. "Liability" or "Liabilities" means any and all material
liabilities, obligations, judgments, damages, charges, costs, debts
and indebtedness of any and every kind and nature whatsoever, absolute
or contingent, liquidated or unliquidated, in Law, equity or
otherwise;

     G.27. "Lien" means, with respect to any asset or property of
any character, any mortgage, pledge, security interest, lien
(including any mechanic's or materialman's lien, tax lien, shipper or
warehousemen lien or customs lien), right of first refusal, option or
other right to acquire, transfer for security, charge, Claim,
easement, conditional sale agreement, title retention agreement,
defect in title, or other encumbrance or adverse Claim of any nature
pertaining to or affecting such asset or property, whether voluntary
or involuntary and whether arising by Law, contract or otherwise,
including without limitation, in the case of any Accounts Receivable,
any right or claim of any person other than Sellers upon or with
respect to the proceeds thereof;

     G.28. "Material Adverse Change" means any change or changes in,
or effect on, the Business or the Acquired Assets that is
individually, or are in the aggregate, reasonably likely to be
materially adverse to the financial condition of the Business or the
Acquired Assets, each taken as a whole, other than (i) any change or
effect in any way resulting from or arising in connection with this
Agreement or any of the transactions contemplated hereby (including
any announcement with respect to this Agreement or any of the
transactions contemplated hereby); (ii) changes in (A) economic,
regulatory or political conditions generally or (B) general business
or economic conditions relating to any industries in which any of
Sellers participates, that is not specific to such Seller; (iii) any
change in or effect on the Acquired Assets or the Business that is
cured (including by the payment of money) by the applicable Seller,
(iv) any change in or effect on the Acquired Assets or the Business
resulting from any loss of Customers (including any reduction in
revenue therefrom), and (v) any change in or effect on the Acquired
Assets or the Business resulting from the resignations of any Employees;

     G.29. "Ordinary Course of Business" means the ordinary course
of business of Sellers and consistent with Sellers' past custom and
practice;

     G.30. "Other Business Assets" has the meaning set forth in
recital "E" above;

     G.31. "Permitted Encumbrances" means (i) statutory liens for
current Taxes or assessments not yet due or delinquent, (ii)
mechanics', carriers', workers', repairers' and other similar liens
arising or incurred in the Ordinary Course of Business relating to
obligations as to which there is no default on the part of any of
Sellers or the validity or amount of which is being contested in good
faith by appropriate proceedings, or pledges, deposits or other liens
securing the performance of bids, trade contracts, leases or statutory
obligations (including workers' compensation, unemployment insurance
or other social security legislation), (iii) zoning, entitlement,
conservation restriction and other land use and environmental
regulations by Governmental Authorities which do not materially
interfere with the present use of the Acquired Assets, and (v) such
other liens, imperfections in or failure of title, charges, easements,
rights-of-way, encroachments, exceptions, restrictions and
encumbrances which do not materially interfere with the present use of
the Acquired Assets;

     G.32. "Person" means any individual, corporation, partnership,
proprietorship, joint venture, limited liability company, association,
joint-stock company, trust, unincorporated organization, Governmental
Authority, or other entity, organization or institution of any type
whatsoever;

     G.33. "Sellers" has the meaning set forth in the preamble;

     G.34. "Tax" means any federal, state, local, or other income,
alternative, minimum, inheritance, accumulated earnings, personal
holding company, corporation, franchise, capital stock, net worth,
capital, profits, windfall profits, capital gain, gross receipts,
value added, sales, use, goods and services, excise, customs duties,
transfer, conveyance, mortgage, registration, stamp, documentary,
recording, premium, environmental, real property, personal property,
ad valorem, intangibles, rent, occupancy, license, occupational,
employment, unemployment insurance, social security, disability,
workers' compensation, payroll, health care, withholding, estimated or
other similar tax, duty or other governmental charge or assessment or
deficiencies thereof (including all interest and penalties thereon and
additions thereto whether disputed or not);

     G.35. "Tax Return" means any return, report, declaration, form,
Claim for refund or information return or statement relating to Taxes,
including any schedule or attachment thereto, and including any
amendment thereof;

     G.36. "Title Company" shall mean AAA Land and Title Agency,
7480 Nashville Street, Ringgold, Georgia 30736;

     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and
agreements of the parties as herein set forth, the parties hereto
agree as follows:

     1. Real Estate Purchase. Mrs. Avery agrees to sell the
Property to Buyer, and Buyer agrees to purchase the Property from Mrs.
Avery, on all of the terms, covenants and conditions provided herein.

     2. Equipment Purchase. Mr. Avery and Avery Georgia agree to
sell the Equipment to Buyer, and Buyer agrees to purchase the
Equipment from Mr. Avery and Avery Georgia, on all of the terms,
covenants and conditions provided herein.

     3. Intellectual Property Purchase.  Mr. Avery and Avery Georgia
agree to sell the Intellectual Property to Buyer, and Buyer agrees to
purchase the Intellectual Property from Mr. Avery and Avery Georgia,
on all of the terms, covenants and conditions provided herein. At the
Closing, Mr. Avery and Avery Georgia shall execute the form of
Assignment attached as Exhibit 6. Other than the rights expressly set
forth herein, Mr. Avery and Avery Georgia shall, after the Closing,
have no further or continuing interest in the Intellectual Property,
nor any other patent or technology related to the Patents. At the
Closing, Mr. Avery and Avery Georgia shall provide to Buyer the
original certificates reflecting the registrations of the Intellectual
Property, as well as all files in their possession regarding the
technology embodied in the Intellectual Property. Mr. Avery and Avery
Georgia further agree at any time after the Closing to execute and to
deliver upon request of the Buyer, at Buyer's expense, such additional
documents, if any, as may be necessary or desirable to protect the
Intellectual Property or to give full effect to this Agreement.

     4. Other Business Assets Purchase.  Mr. Avery and Avery Georgia
agree to sell the Other Business Assets to Buyer, and Buyer agrees to
purchase the Other Business Assets from Mr. Avery and Avery Georgia,
on all of the terms, covenants and conditions provided herein.

     5. Excluded Assets and Liabilities. The transactions
contemplated herein shall not include the purchase and sale of the
assets more particularly described in the attached Exhibit 7 (the
"Excluded Assets") or the assumption by Buyer of the liabilities more
particularly described in the attached Exhibit 8 (the "Excluded
Liabilities").

     6. Deposit. Buyer has paid to Mrs. Avery and Mr. Avery the sum
of Thirty Thousand Dollars ($30,000.00) in cash ("Deposit") as a
deposit on account of the Purchase Price (as defined in Section 4).
The Deposit shall be nonrefundable, except as provided in Section 3(b)
below.  Mrs. Avery and Mr. Avery acknowledge receipt of the Deposit by
their execution of this Agreement. Payments made to Greater Rome Bank
and Insurance to bind coverage are considered part of the $30,000.

     7. Liquidated Damages/Default.

     a. Buyer's Default. IN THE EVENT THAT THE SALE OF THE
PROPERTY AND THE EQUIPMENT DOES NOT CLOSE AS A CONSEQUENCE OF A
DEFAULT BY BUYER, AND IF NEITHER MRS. AVERY NOR MR. AVERY IS IN
DEFAULT OF ANY OF THEIR OBLIGATIONS UNDER THIS AGREEMENT AND HAVE
PERFORMED ALL OBLIGATIONS TO BE PERFORMED HEREUNDER AS OF THE TIME OF
BUYER'S DEFAULT, SELLERS SHALL BE ENTITLED EITHER TO (i) RETAIN THE
AMOUNT OF THE DEPOSIT AS LIQUIDATED DAMAGES, OR (ii) SPECIFIC
PERFORMANCE OF BUYER'S OBLIGATION TO PURCHASE THE PROPERTY AND THE
EQUIPMENT; PROVIDED, HOWEVER, IN THE EVENT SELLERS ELECT TO SEEK
SPECIFIC PERFORMANCE AND ARE UNSUCCESSFUL IN OBTAINING SPECIFIC
PERFORMANCE, SELLERS SHALL BE ENTITLED TO RETAIN THE AMOUNT OF THE
DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT SELLERS' ACTUAL
DAMAGES WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE IF BUYER
DEFAULTS, AND THE AMOUNT OF THE DEPOSIT IS THE BEST ESTIMATE OF THE
AMOUNT OF DAMAGES SELLERS WOULD SUFFER. THE PARTIES ACKNOWLEDGE THAT
THE SUM REPRESENTED BY BUYER'S DEPOSIT CONSTITUTES A REASONABLE
ESTIMATE OF SELLERS' DAMAGES. SELLERS AGREE THAT THEY WILL ACT
TOGETHER IN ACCORDANCE WITH THIS SECTION 4(a) AND WILL NOT SEEK
SEPARATE OR CONFLICTING REMEDIES.

     b. Sellers' Default. IF EITHER OF THE SELLERS REFUSES OR
FAILS TO CONVEY THE PROPERTY OR THE EQUIPMENT PURSUANT TO THIS
AGREEMENT FOR ANY REASON EXCEPT A DEFAULT BY BUYER HEREUNDER, BUYER,
AS ITS SOLE AND EXCLUSIVE REMEDY (EXCEPT AS PROVIDED IN SECTION 7(f)
BELOW), SHALL BE ENTITLED EITHER TO (i) TERMINATE THIS AGREEMENT AND
RECOVER THE DEPOSIT AND, IF APPLICABLE THE LIQUIDATED DAMAGES COMPUTED
PURSUANT TO SECTION 7(e) BELOW, OR (ii) SPECIFIC PERFORMANCE OF
SELLERS' OBLIGATIONS TO CONVEY THE PROPERTY AND THE EQUIPMENT,
PROVIDED THAT NO SUCH ACTION FOR SPECIFIC PERFORMANCE SHALL SEEK TO
REQUIRE EITHER OF THE SELLERS TO DO ANY OF THE FOLLOWING: (A) CHANGE
THE CONDITION OF THE PROPERTY OR THE EQUIPMENT, OR RESTORE THE SAME
AFTER ANY CASUALTY (EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13), OR
(B) EXPEND MONEY OR POST A BOND TO REMOVE A TITLE ENCUMBRANCE OR
DEFECT (EXCEPT LIENS OR ENCUMBRANCES CREATED BY SUCH SELLER. IN THE
EVENT BUYER SEEKS SPECIFIC PERFORMANCE AND IS UNSUCCESSFUL IN
OBTAINING SPECIFIC PERFORMANCE, BUYER SHALL BE ENTITLED TO TERMINATE
THIS AGREEMENT AND RECOVER THE DEPOSIT. BUYER SHALL BE DEEMED TO HAVE
ELECTED TO TERMINATE THIS AGREEMENT IF BUYER FAILS TO DELIVER TO
SELLERS WRITTEN NOTICE OF ITS INTENT TO ASSERT A CAUSE OF ACTION FOR
SPECIFIC PERFORMANCE WITHIN THIRTY (30) DAYS FOLLOWING THE SCHEDULED
CLOSING DATE OR, HAVING GIVEN SUCH NOTICE, FAILS TO FILE A LAWSUIT
ASSERTING SUCH CAUSE OF ACTION IN THE PROPER COURT WITHIN SIXTY (60)
DAYS FOLLOWING THE SCHEDULED CLOSING DATE.

     c. Cure Period for Default. Prior to termination of this
Agreement by either party for default, the party alleging default
shall give the defaulting party or parties written notice thereof, and
the defaulting party or parties shall have ten (10) days from receipt
of such notice to cure such default.

     8. Consideration and Purchase Price. In consideration for the
Acquired Assets and in full payment therefore, Buyer shall assume the
Assumed Liabilities as provided herein and shall deliver to Sellers at
Closing the following consideration (with the items referred to in
clauses (a), (b) and (c) being referred to collectively as the
"Purchase Price"):

     a. Application of the Deposit; and

     b. a Promissory Note, in the amount of Two Hundred
Thousand Dollars ($200,000) substantially in the form of the attached
Exhibit 9 (the "Note"), to be secured at Closing by a second mortgage
on the Property; and

     c. The assumption of the Assumed Liabilities.

     9. Conditions Precedent. At or before Close of Escrow the
following conditions precedent ("Conditions Precedent") shall be
either satisfied or waived by Buyer as a condition to Buyer's
obligation to proceed with the purchase of the Property and the
Equipment:

     a. Title. The term "Conditions of Title" shall refer to
those exceptions to title (including, without limitation, Title
Company's standard printed exceptions to title with respect to an ALTA
Owner's Extended Form policy of title insurance (an "ALTA Policy"),
the lien for real property taxes not delinquent, any current
assessments (subject to Mrs. Avery's obligation to pay delinquent
assessments or credit same to the Purchase Price at closing), and the
effect of any other encumbrances or matters of title caused or
approved in writing by Buyer. On the Closing Date, Title Company shall
be unconditionally committed to issue an American Land Title
Association ("ALTA") Extended Title Policy Form B (1970) for the
Property ("ALTA Title Policy"), with a liability limit in the amount
of the combined total of the Note and the Bank Debt and insuring fee
title vested in Buyer (in addition, the Equipment shall not be subject
to any liens or encumbrances of record);

     b. Property Documents. Buyer has reviewed and approved
all title reports and other documents and reports pertinent to the
Property and the Equipment (the "Property Documents"). As of the Close
of Escrow there shall have been no material adverse change in the
physical condition of the Property as described in the Property
Documents which would materially adversely affect Buyer's use and
occupancy of the Property; and

     c. Sellers' Performance. Sellers shall have performed all
of their obligations under this Agreement.

     10. No Encumbrance or Transfer. Except as provided herein,
Sellers shall not encumber, lease, transfer, assign or sell all or any
portion, or interest in, the Property or the Equipment, or enter into
any agreement or contract affecting or relating to the Property or the
Equipment without Buyer's prior written consent, which consent may be
withheld in Buyer's sole discretion.

     11. Escrow.

     a. Escrow. Within five (5) Business Days of the
Execution Date, Buyer shall establish an escrow ("Escrow") with the
Escrow Agent for the close of the subject transactions. An executed
copy of this Agreement shall be deposited with the Escrow Agent by
Buyer and this Agreement shall constitute Escrow Agent's escrow
instructions for closing Escrow. Escrow shall close ("Close of
Escrow") on or before the Closing Date.

     b. Sellers. On or prior to the Closing Date Sellers shall
deposit the following into Escrow:

        (i) Deed. A duly executed and acknowledged Deed in
usual form setting forth all exceptions to title created or suffered
by Mrs. Avery which are not to be removed at or prior to Closing;

        (ii) Non-Foreign Person Certificates. Duly
executed non-foreign person certificates ("Non-Foreign Person
Certificates") in usual form sufficient to relieve Buyer of any
withholding requirements pursuant to the provisions of Section 1445 of
the Internal Revenue Code of 1986 as amended (the "Code; and

        (iii) Bill of Sale. A Bill of Sale and assignment,
in a form reasonably approved by Buyer and Mr. Avery, of all of Mr.
Avery's rights, title, and interest in and to the Equipment and the
Intellectual Property (the "Bill of Sale"); and

        (iv) Additional Escrow Instructions and Documents.
Such additional escrow instructions ("Sellers' Additional Escrow
Instructions") and documents as Escrow Agent may reasonably require of
Sellers to close the sale of the Property and the Equipment in
accordance with this Agreement, which instructions shall not be
inconsistent with the terms of this Agreement.

     c. Buyer. On or prior to the Closing Date, Buyer shall
deposit the following into Escrow:

        (i) Note. The promissory note described hereinabove;

        (ii) Cash and Note. Cash in the amount
necessary to pay Buyer's share of closing costs and prorations, as
hereinafter set forth; and

        (iii) Additional Escrow Instructions
and Documents. Such additional escrow instructions ("Buyer's
Additional Escrow Instructions") and documents as Escrow Agent may
reasonably require of Buyer to close the sale of the Property and the
Equipment in accordance with this Agreement.

     12. Close of Escrow.

     a. Time. When the Escrow Holder has confirmed that
Title Company is in a position to issue an ALTA Extended Policy (Form
B-1970) ensuring title to the Property as being vested in Buyer in
accordance with Section 6(a) and all documents and funds required
hereby have been deposited with Escrow Agent, Escrow Agent shall cause
Close of Escrow to occur as provided below.

     b. Procedure. Escrow Agent shall close Escrow as follows:

        (i) Record the following documents in the order set forth below:

The Deed; and

The new second mortgage securing the Note.

         (ii) Deliver to Sellers the following:

           (1) The Note; and

           (2) A conformed copy of the Deed.

          (iii) Deliver to Buyer the following:

            (1) An ALTA Policy in accordance with Section 6(a);

            (2) The Non-Foreign Person Certificates; and

            (3) Conformed copies of the Deed and Note
                and the original of the Bill of Sale.

     c. Closing Costs and Prorations.

        (i) Closing Costs. Sellers shall pay
the cost for the Title Policy and all Endorsements. Sellers shall pay
county transfer taxes and one-half of the escrow fees applicable to
the sale. Buyer shall pay one-half of the escrow fees and all
recording fees attributable to the conveyance documents, and Sellers
shall pay indebtedness and recording fees attributable to the release
of any liens on the Property and the Equipment. All other costs and
charges of the escrow for the sale shall be paid in accordance with
local custom.

        (ii) Prorations. Real estate taxes and
all other expenses normal to the operation and maintenance of the
Property and the Equipment shall be prorated as of 12:01 a.m. on the
Closing Date.

        (iii) Escrow Cancellation Costs.
Notwithstanding the provisions of subsection (i) above, if Escrow
fails to close due to any Seller's default, such Seller shall pay all
Escrow cancellation charges. If Escrow fails to close due to Buyer's
default, Buyer shall pay all Escrow cancellation charges. If Escrow
fails to close for any reason other than the foregoing, Buyer and
Sellers shall each pay one-half (1/2) of any Escrow cancellation
charges. "Escrow cancellation charges" means all fees, charges, and
expenses incurred by Escrow Agent, including all expenses incurred in
connection with issuance of the Preliminary Report and other title matters.

     13. Brokers. Buyer and Sellers each represent to the other
parties that they have not engaged any broker or finder in connection
with any of the transactions contemplated by this Agreement. Buyer
shall indemnify, defend and hold Sellers harmless from and against any
loss, cost or expense, including, but not limited to, attorneys' fees
and court costs, resulting from any claim against Sellers for any fee
or commission by any broker or finder claiming by or through Buyer.
Sellers shall indemnify, defend and hold Buyer harmless from and
against any loss, cost or expense, including, but not limited to,
attorneys' fees and court costs, resulting from any claim for a fee or
commission by any broker or finder claiming by or through any Seller.
The covenants contained herein shall survive the Close of Escrow.

     14. Sellers' Representations, Warranties and Covenants.

     a. Sellers hereby make the following representations and
warranties to Buyer which representations and warranties shall survive
the Close of Escrow for a period of twelve (12) months (at which time
these representations and warranties shall expire):

        (i) Litigation; Government Action.
Except as disclosed to Buyer in writing, there is no claim,
litigation, or notice that the Property, the Equipment or the
Intellectual Property is in violation of any law, or that any
governmental investigation is presently pending with respect to which
any Seller has been served with process or other notice thereof or, to
the best of Sellers' knowledge, otherwise pending or threatened,
against or relating to the Property, the Equipment, or the
Intellectual Property. Except for the Assumed Liabilities, there is no
Liability which will become a Liability of Buyer following the Closing;

        (ii) Condemnation. There is presently
no pending condemnation of the Property or any part thereof with
respect to which any Seller has been served with process or other
notice thereof nor, to the best of Sellers' knowledge, is any such
condemnation otherwise pending or contemplated.

        (iii) Leases. There are no leases or
other occupancy agreements relating to the Property.

        (iv) Hazardous Materials.

          (1) For purposes hereof, "Hazardous
              Materials" shall mean any and all asbestos,
              radioactive material, hazardous waste, toxic
              substance or related material, including but
              not limited to those materials and substances
              defined as "hazardous substances", "hazardous
              materials", "hazardous wastes" or "toxic
              substances" in any Georgia or federal law or
              regulation.

          (2) Sellers have not released or discharged,
              or caused to be released or discharged, upon
              the Property any Hazardous Materials, and to
              the best of Sellers' knowledge there are no
              Hazardous Materials present on, in, or under
              the Property.

          (3) To the best of Sellers' knowledge, the
              Property Documents are all of the documents
              and reports in Sellers'  possession
              pertaining to Hazardous Materials on or at
              the Property.

        (v) Property Documents. There are no
other documents or reports in Sellers' possession or under Sellers'
control other than the Property Documents, describing the condition of
the Property or concerning the presence of Hazardous Materials, the
geotechnical condition of the soils, or other like physical condition
of the Property as of the Execution Date.

     b. Status and Authority. Mrs. Avery and Mr. Avery are
individual residents of the State of Georgia and Avery Georgia is a
corporation organized and in good standing in the State of Georgia,
and each has the power and authority to enter into this Agreement. No
other authorizations or approvals, whether of governmental bodies or
otherwise, will be necessary in order to enable Sellers to enter into
or to comply with the terms of this Agreement.

     c. Binding Effect of Documents. This Agreement and the
other documents to be executed by Sellers hereunder, upon execution
and delivery thereof by Sellers, will have been duly entered into by
Sellers, and will constitute legal, valid and binding obligations of
Sellers. Neither this Agreement nor anything provided to be done under
this Agreement, violates or shall violate any contract, document,
understanding, agreement, or instrument to which either Seller is a
party or by which they are bound.

     d. "Best Knowledge" Definition. For purposes of this
Section 11, the term "to the best of a Seller's knowledge" shall mean
current actual knowledge after usual inquiry in connection with the
operation of the Property, the Equipment, and the Intellectual
Property.

     e. "As-Is" Condition. Except as expressly provided in
this Agreement, Sellers make no representations or warranties of any
kind, express or implied, written or oral, as to the physical
condition of the Property and the Equipment; the uses thereof or any
limitations thereon, including, without limitation, zoning,
environmental or other laws, regulations or governmental requirements;
the utilities or other physical equipment and fixtures on the
Property, the costs of operating the Property or any other aspect of
the economic operations on the Property; the possibility of future
assessments of charges being levied against the Property or imposed as
a condition to development or construction; or the condition of the
soils or groundwater of the Property. Except as provided herein, Buyer
specifically acknowledges that it is acquiring the Property and the
Equipment in an "as-is" condition (as such term is most broadly
construed), in reliance upon its own inspection and investigation of
the Property and the Equipment.

     15. Loss by Fire or Other Casualty; Condemnation.

     a. Condemnation and General Casualty. Buyer shall be
bound to purchase the Property for the full Purchase Price as required
by the terms hereof, without regard to the occurrence or effect of any
damage to or destruction of the Equipment or any improvements or
condemnation of any portion of the Property. In the event of a
casualty, Buyer may elect to purchase the Property and the Equipment
pursuant to the terms of this sub-paragraph (a) or to require Sellers
to replace and/or repair the Equipment and to repair and complete the
Improvements pursuant to sub-paragraph (c). Such election shall be
made by written notice given within thirty (30) days following the
casualty. If Buyer elects to proceed pursuant to this sub-paragraph
(a), the Purchase Price shall be credited by the amount of any
insurance proceeds or condemnation awards (excluding proceeds or
awards payable in respect of carrying costs or other costs born by
Sellers and not subject to adjustment of the Purchase Price as
provided herein) collected by Sellers as a result of any such damage
or destruction or condemnation less any monies actually expended by
Sellers to repair any damage, plus any deductible amounts attributable
to such damage or destruction, or such proceeds shall be assigned to
Buyer if not then collected.

     b. Cooperation of Sellers. If Sellers assign the proceeds
of any insurance policy to Buyer pursuant to Section 12(a), Sellers
shall cooperate with Buyer in presenting and prosecuting the claim
with Sellers' insurance carriers, shall follow Buyer's instructions
with respect thereto (except to the extent Sellers are advised by
counsel that following a particular instruction would expose Sellers
to liability, or to the extent Sellers would incur additional cost to
follow such instruction which is not paid by Buyer), and will not
settle any such claim without Buyer's written approval.

     c. Insurance. Sellers shall purchase and keep in force a
policy or policies of fire and property damage insurance (including
coverage for flood and earthquake, if available) covering loss or
damage to the Property (including the improvements) and the Equipment
in the amount of the full replacement value thereof. In the event of a
casualty and election by Buyer (pursuant to sub-paragraph (a) above)
to require Sellers to replace the Equipment and to repair and complete
the Improvements, Sellers shall be obligated to do so pursuant to the
terms and conditions hereof subject to extension of all of the dates
for performance and the closing date for the delay caused by the
casualty. In such event there shall be no adjustment to the Purchase
Price for increase costs sustained by Sellers (whether or not such
costs are covered by insurance) in connection with or caused by the casualty.

     16. Successors and Assigns. The terms, covenants, and
conditions herein contained shall be binding upon and inure to the
benefit of the successors and assigns of the parties hereto.

     17. Entire Agreement. This Agreement contains all of the
covenants, conditions and agreements between the parties and shall
supersede all prior correspondence, agreements, and understandings,
both oral and written. No provisions of this Agreement may be amended
or modified in any manner except by an agreement in writing duly
executed by the parties hereto.

     18. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia as
applied to agreements among Georgia residents which are entered into
and performed entirely within the State of Georgia.

     19. Attorneys' Fees; Arbitration.

     a. Attorneys' Fees. In the event of any litigation
or arbitration regarding the rights and obligations under this
Agreement, the prevailing party shall be entitled to recover, in
addition to damages, injunctive or other relief, reasonable attorneys'
fees, expert witness fees, and court costs.

     b. Arbitration of Disputes. ANY CONTROVERSY OR CLAIM
ARISING OUT OF THIS AGREEMENT SHALL BE SETTLED BY ARBITRATION IN
ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION FOR
THE ARBITRATION OF COMMERCIAL DISPUTES, AND JUDGMENT ON THE AWARD
RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING
JURISDICTION. THE PREVAILING PARTY IN SUCH ARBITRATION SHALL BE
ENTITLED TO ATTORNEYS' FEES AND COSTS.

     20. Notices. All notices required or permitted to be
given pursuant to the terms hereof shall be in writing and either
delivered by hand delivery, professional courier service which
provides written evidence of delivery or  deposited in the United
States mail, registered or certified, postage prepaid and addressed as
follows:

To Sellers:

George Avery
Jural Avery
Avery Sports Turf, Inc.
#9 Industrial Park
Rome GA 30161

To Buyer:

Avery Sports Turf, Inc.
Attn: Gary Borglund
7550 24th Avenue South, Suite 168
Minneapolis MN 55450

The foregoing addresses may be changed by written notice to the other
party as provided herein. Notices shall be deemed delivered and
received, in the case of personal delivery or delivery by courier as
aforesaid, on the day physically delivered to the indicated addressee,
and in the case of delivery by United States mail, three (3) Business
Days after deposit in the United States mail as aforesaid.

      21. Exhibits. All of the following exhibits described in
this Agreement are incorporated herein by this reference and made a
part hereof:

Exhibit 1  Description of the Land
Exhibit 2  Description of the Equipment
Exhibit 3  Description of the Intellectual Property
Exhibit 4  Description of Assumed Liabilities
Exhibit 5  Description of Assumed Customer Contracts
Exhibit 6  Assignment of Intellectual Property
Exhibit 7  Description of the Excluded Assets
Exhibit 8  Description of the Excluded Liabilities
Exhibit 9  Form of the Note

     22. Purchase Price Allocation. The parties hereby agree that
the Purchase Price shall be allocated to the Acquired Assets and
Assumed Liabilities in the manner determined by Buyer. The Parties
covenant and agree to file all federal, state, and local Tax returns
in accordance with such allocations and to report the Closing as a
taxable transaction.

     23. Transfer Taxes. All transfer, gains, sales, bulk sales, use
and similar conveyance Taxes imposed by reason of the transactions
contemplated hereby and any deficiency, interest or penalty asserted
with respect thereto shall be paid in accordance with local law and custom.

     24. Authority. Each person executing this Agreement on
behalf of a party to this Agreement hereby represents and warrants
that he or she has authority to execute this Agreement on behalf of
such party.

     25. Headings. Headings at the beginning of any paragraph
or Section of this Agreement are solely for the convenience of the
parties and are not a part of this Agreement or to be used in the
interpretation hereof.

     26. Survival. The representations, warranties and
covenants of the parties hereto shall survive the Close of Escrow, or
the termination of the Agreement if the Close of Escrow does not
occur, subject to the express limitations on survivability contained
in this Agreement.

     27. Waiver. No waiver by Buyer or Seller of a breach of
any of the terms, covenants, or conditions of this Agreement by the
other party shall be construed or held to be a waiver of any
succeeding or preceding breach of the same or any other term, covenant
or condition herein contained. No waiver of any default by Buyer or
Seller hereunder shall be implied from any omission by the other party
to take any action on account of such default if such default persists
or is repeated, and no express waiver shall affect a default other
than as specified in such waiver. The consent or approval by Buyer or
a Seller to or of any act by the other party requiring the consent or
approval of the first party shall not be deemed to waive or render
unnecessary such party's consent or approval to or of any subsequent
similar acts by the other party.

     28. Confidentiality. Buyer and Sellers shall maintain this
Agreement in the terms and conditions of confidence except as required
by law and except as required in connection with the performance of
each of the obligations of Buyer and Sellers hereunder.
Notwithstanding anything to the contrary herein, the provisions of
this Section 25 shall be separate and severable from all of the other
provisions of this Agreement. A breach or alleged breach of the
provisions of this Section 25 shall not be grounds for termination of
this Agreement or otherwise excuse the performance of any other
obligations hereunder.

     29. Severability. If any phrase, clause, sentence, paragraph,
section, article, or other portion of this Agreement shall become
illegal, null or void or against public policy, for any reason, or
shall be held by any court of competent jurisdiction to be illegal,
null or void or against public policy, the remaining portions of this
Agreement shall not be affected thereby and shall remain in force and
effect to the fullest extent permissible by law.

     30. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, and
all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the dates set forth next to their respective
signatures below.

BUYER:                                 Avery Sports Turf, Inc., a Nevada
                                       Corporation
                                       By: /s/  Gary Borglund
                                       Gary Borglund
                                       Its President

MRS. AVERY:                            /s/  Jural E. Avery
                                       Jural E. Avery

MR. AVERY:                             /s/George Avery
                                       George Avery

AVERY GEORGIA:                         AVERY SPORTS TURF, INC., A Georgia
                                       Corporation

                                       By: /s/  George Avery
                                       George Avery
                                       Its President

                                   EXHIBIT 1

                           [Description of Property]

     All of that tract or parcel of land situated, lying and being
in Land Lot 196 of the 23rd District and 3rd Section of Floyd County,
Georgia, and being Tract 9 of Riverside Industrial Park, formerly the
property of Celanese Fibers Company, and being more particularly
described as follows:

     BEGINNING at a point formed by the NW intersection
Of Celanese Drive and Riverside Industrial Drive West; thence
S 88 degrees 2 min W 468.95 feet along the northern right of
Way of Celanese Drive to a point; thence N 2 degrees 03 minutes
36 seconds W 330.7 feet to a point; thence N 88 degrees 5 minutes
E 469.78 feet to a point on the western right of way of Riverside
Industrial Drive West; thence S 1 degree 55 minutes E 330.29 feet along
the western right of way of Riverside Industrial Drive West to the POINT
OF BEGINNING.

                                      EXHIBIT 2

                             [Description of the Equipment]

Quantity        Description

  One           CTS SN 3502070 Remfg No 2539

  One           Model 1973 15' Tufting Machine
                w/ access. and motors

  One           Tufting Machine and motors

  Two           Double desk creel with nylon tubing And decking

  Two           mending gun assembly

                                    EXHIBIT 3

                  [Description of the Intellectual Property]

     All of Mr. Avery's and Avery Georgia's right, title and
interest in and to, the following patents (including any reissues,
continuations-in-part, revisions, extensions, and reexaminations
thereof), all related documentation, including, without limitation,
all related copyrights, if any, and the exclusive right to enforce the
Patents in the United States and throughout the world in the sole name
of Buyer, its successors or assigns, including all rights to profits
and damages by reason of past infringement by any party or parties,
including the right to sue and collect same for Buyer's and Buyer's
successors and assigns own use and benefit, free and clear of any and
all liens, encumbrances, or third party claims.

Quantity          Description

  One(1)          Invention entitled "Artificial Turf with
                  Granule Retaining Fibers, for which an
                  Application for Letters Patent of the
                  United States was filed in the United
                  States Patent and Trademark Office on
                  December 10, 2003, under Serial No. 10/733,806

                               EXHIBIT 4

              [Description of the ASSUMED LIABILITIES]

Existing first mortgage indebtedness ("Bank Debt") encumbering the
Property, with a remaining balance due as of the date of this
Agreement of approximately Two Hundred Fifteen Thousand Dollars
($215,000).


                                   EXHIBIT 5

                [Description of the ASSUMED CUSTOMER CONTRACTS]

[See Attached schedule, consisting of 3 pages, incorporated herein by
reference]


                                    EXHIBIT 6

                                   ASSIGNMENT

     WHEREAS, George S. Avery and/or Avery Sports Turf, Inc., a
Georgia corporation ("Assignors"), own or have rights to the Invention
(the "Invention") entitled "Artificial Turf with Granule Retaining
Fibers, for which an Application for Letters Patent of the United
States was filed in the United States Patent and Trademark Office on
December 10, 2003, under Serial No.10/733,806; and

     WHEREAS, Avery Sports Turf, Inc., a Delaware corporation
("Assignee"), wishes to acquire full rights and ownership of such
Invention.

     NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Assignors
hereby grant, convey, assign and transfer to the Assignee and the
Assignee's successors and assigns, Assignors' entire right, title and
interest in and to such Invention, including all corresponding
applications such as continuations, continuations-in-part,
divisionals, provisionals, renewals, revivals, reissues,
reexaminations, extensions, and foreign counterparts thereof, along
with the subject matter of any and all claims which may be obtained in
the aforementioned, in the United States and every foreign country,
including all rights to profits and damages by reason of past
infringement by any party or parties, either the right to sue and
collect same for Assignee's, and Assignee's successors and assigns own
use and benefit.

     UPON SAID CONSIDERATION, Assignors appoint Assignee and
Assignee's successors and assigns as their attorney-in-fact to act in
Assignors' names and places, to execute, deliver and record any
document or instrument of assignment or conveyance necessary to
perfect, grant and confirm the rights granted herein, and Assignors
hereby further convey to the Assignee the right to make application
in, prosecute, receive and enforce in their own behalf and name such
Invention.

     IN WITNESS WHEREOF, Assignors have caused this Assignment to
be duly executed on the date shown below.


AVERY SPORTS TURF, INC.

By: /s/  George Avery                       /s/  George S. Avery
George Avery, President                     George S. Avery


DATE: 12-19-2003                            DATE: 12-19-2003


                                 EXHIBIT 7

                    [Description of the EXCLUDED ASSETS]

There shall be excluded from the definition of Acquired Assets, and
there shall be no conveyance, sale, transfer, assignment or delivery
to Buyer of:

     1. Any Inventory or other assets disposed of by Mr. Avery or
Avery Georgia between the Execution Date and the Closing Date in the
ordinary course of business consistent with this Agreement;

     2. Any Accounts Receivable liquidated by Mr. Avery or Avery
Georgia between the Execution Date and the Closing Date in the
ordinary course of business consistent with this Agreement;

     3. All capital stock of Avery Georgia;

     4. Mr. Avery's rights under U.S. Patent No. 5,976,645; and

     5. All consideration to be received by Sellers in the
transactions contemplated by this Agreement.


                               EXHIBIT 8

              [Description of the EXCLUDED LIABILITIES]

     1. Except as expressly provided to the contrary in Section 5 of
the Agreement, Buyer shall not by the execution and performance of the
Agreement, or otherwise under any circumstance, assume or otherwise be
responsible for any Liability or obligation of any nature of Sellers,
or Claims of such Liability or obligation, including, without
limitation, those arising from: (a) all Taxes of any kind whatsoever
arising from the Acquired Assets or operation of the Business, but
only to the extent attributable to any Tax Period prior to the
Closing; (b) any occurrence or circumstance (whether known or unknown)
which occurs or exists prior to the Closing Date and which
constitutes, or which by the lapse of time or delivery of notice (or
both) would constitute, a breach or default under any Customer
Contracts (whether written or oral); (c) any occurrence or
circumstance (whether known or unknown) which occurs or exists prior
to the Closing Date and which constitutes, or which by the lapse of
time or delivery of notice (or both) would constitute, a violation of
the requirements of any Governmental Authority or of the rights of any
third person, including, without limitation, requirements relating to
the reporting or payment (or both) of federal, state, local or foreign
income, property or other Taxes; (d) Indebtedness of Sellers; (e) any
environmental, Liabilities for death or      destruction of property
or any Liabilities for breach of warranties of Sellers in the sale and
distribution of Products or any Liabilities for acts or omissions of
Sellers or their employees prior to the Closing Date, in each case
arising from events or occurrences which occurred prior to the Closing Date;

     2. Any Liabilities accruing on or prior to the Closing relating
to Sellers' employment or termination of Sellers' employees that are
not Assumed Liabilities;

     3. Any Liability arising out of any litigation pending on the
Closing Date, whether or not disclosed to Buyer; and

     4. Any other Claims of any kind whatsoever or any other
Liabilities of Sellers, direct or indirect.

The Parties agree that Buyer shall not be construed as the successor
of any of the Sellers, and Sellers shall retain, pay, perform and
discharge such Excluded Liabilities.


                                  EXHIBIT 9

                              [Form of the NOTE]

                               PROMISSORY NOTE

$200,000                                                December 19, 2003

    FOR VALUE RECEIVED, the undersigned, Avery Sports Turf, Inc., a
Delaware corporation ("Maker"), hereby promises to pay to the order of
George S. Avery, an individual residing in the State of Georgia,
("Payee"), in lawful money of the United States of America, the
principal sum of Two Hundred Thousand Dollars ($200,000) in seven
installments, in the following amounts and at the following times:

Installment Due Date                 Principal Installment Amount

March 31, 2004                       Twenty-five Thousand Dollars (25,000.00)
June 30, 2004                        Twenty-five Thousand Dollars (25,000.00)
September 30, 2004                   Twenty-five Thousand Dollars (25,000.00)
March 31, 2005                       Twenty-five Thousand Dollars (25,000.00)
June 30, 2005                        Twenty-five Thousand Dollars (25,000.00)
September 30, 2005                   Twenty-Five Thousand Dollars (25,000.00)
March 30, 2006                       Fifty Thousand Dollars (50,000.00)

     No interest shall accrue or be due on this note.

     This note may be prepaid in whole or in part, without premium,
penalty or discount, at any time, or from time to time, at the option
of the undersigned.

     The occurrence of any of the following events shall constitute
an Event of Default under this note:

     (a)  the undersigned shall fail to make any payment of
principal due hereunder for more than fifteen business days after the
due date thereof;

     (b)  the undersigned shall commence any case or proceeding
seeking to have an order for relief entered on its behalf as debtor or
to adjudicate it as bankrupt or insolvent or seeking reorganization,
liquidation, dissolution, winding-up, arrangement, composition or
readjustment of its debts or any other relief under any bankruptcy,
insolvency, reorganization, liquidation, dissolution, arrangement,
composition, readjustment of debt or other similar act or law of any
jurisdiction, domestic or foreign, now or hereafter existing; or the
undersigned shall apply for a receiver, custodian or trustee (other
than any trustee appointed as a mortgagee or secured party in
connection with the issuance of indebtedness for borrowed money of the
undersigned) of it or for all or a substantial part of its property;
or the undersigned shall make a general assignment for the benefit of
creditors; or the undersigned shall take any corporate action in
furtherance of any of the foregoing; or

     (c)  an involuntary case or other proceeding shall be commenced
against the   undersigned with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter
in effect seeking the appointment of a trustee, receiver, liquidator,
custodian or similar official of it or any substantial part of its
property; and such case or proceeding (i) results in the entry of an
order for relief or a similar order against it or (ii) shall continue
unstayed and in effect for a period of 60 consecutive days.

     Upon the occurrence of an Event of Default, the unpaid
principal balance of this note shall become immediately due and
payable, without presentment, demand, protest or other formalities of
any kind, all of which are hereby expressly waived by the undersigned.

     The substantive laws of the State of Georgia shall govern the
validity, construction, enforcement and interpretation of this note.
In the event of a dispute involving this note or any other instruments
executed in connection herewith, the undersigned irrevocably agrees
that venue of such dispute shall lie exclusively in any court of
competent jurisdiction in the County of Floyd, Georgia.

     This Note is secured by a second mortgage of even date,
encumbering the interest of Maker in real property located at 9
Riverside Industrial Park, Rome, Georgia, the terms and conditions of
which are incorporated herein by reference.


                                       AVERY SPORTS TURF, INC.


                                       By: /s/  Gary Borglund
                                       Gary Borglund
                                       Its: President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>averyex103041604.txt
<TEXT>

EX-10.3               ASSIGNMENT OF U.S. ORIGIN PATENT APPLICATION

                     ASSIGNMENT OF U.S. ORIGIN PATENT APPLICATION


     WHEREAS, the undersigned, George S. Avery, has made an invention
entitled Artificial Turf With Granule Retaining Fibers for which an
application for Letters Patent of the United States was filed in the
United States Patent and Trademark Office on December 10, 2003 under
Serial No. 10/733,806 and

     WHEREAS, AVERY SPORTS TURF, INC. (hereinafter ASSIGNEE), a
corporation of the State of Delaware, having a place of business at
7550 24th Avenue South, Suite 168, Minneapolis, MN 55450, desires to
acquire an interest therein.

     NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, said ASSIGNOR does
hereby sell, assign and transfer unto ASSIGNEE, its successors, assigns
and legal representatives, the full and exclusive right, title and
interest to the said invention in the United States and all foreign
countries, as described in the aforesaid application, and to the said
application and to all continuations, divisions, reissues and
substitutes of said application, together with the right of priority
under the International Convention for the Protection of Industrial
Property, Inter-American Convention Relating to Patents, Designs and
Industrial Models, and any other international agreements to which the
United States of America adheres, and ASSIGNOR hereby authorizes and
requests the Commissioner of Patents to issue said Letters Patent to
ASSIGNEE, for its interest as ASSIGNEE, its successors, assigns and
legal representatives.

     AND ASSIGNOR hereby agrees to execute any papers requested by
ASSIGNEE, its successors, assigns and legal representatives, deemed
essential to ASSIGNEE's full protection and title in and to the
invention hereby transferred.

     ASSIGNOR furthermore agrees upon request of said ASSIGNEE, and
without further remuneration, to execute any and all papers desired by
said ASSIGNEE for the filing and granting of foreign applications and
the perfecting of title thereto in said ASSIGNEE.

     Executed on the date below indicated.


Signature                  Date Signed                 Witness

/s/  George S. Avery      December 19, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>averyex104041604.txt
<TEXT>

EX-10.4                             CONSULTING AGREEMENT

                         CONSULTING AGREEMENT


This Consulting Agreement, dated as of December 19, 2003, is made
by and between GEORGE S. AVERY, with business address of 1702 North
Broad Street, Rome, Georgia 30162 ("CONSULTANT"), and AVERY SPORTS
TURF, INC., with business address of 7550 24th Avenue South, Suite
168, Minneapolis, Minnesota 55450 ("CLIENT"), a Delaware corporation.

                                 RECITALS

A. CLIENT desires to retain CONSULTANT to render consulting and
advisory services for CLIENT on the terms and conditions set forth in
this Agreement and CONSULTANT desires to be retained by CLIENT on such
terms and conditions.

NOW, THEREFORE, CLIENT and CONSULTANT agree as follows:

1. Retention of Consultant; Services to be Performed. CLIENT
hereby retains CONSULTANT for the term of this Agreement to perform
the following consulting services for CLIENT ("Services"):

In rendering Services hereunder, CONSULTANT shall be acting as an
independent contractor and not as an employee or agent of CLIENT. As
independent contractors, neither CONSULTANT nor CLIENT shall have any
authority, express or implied, to commit or obligate the other in any
manner whatsoever, except as specifically authorized from time to time
in writing by an authorized representative of CONSULTANT or CLIENT, as
the case may be, which authorization may be general or specific.
Nothing contained in this Agreement shall be construed or applied to
create a partnership. CONSULTANT shall be responsible for the payment
of all federal, state or local taxes payable with respect to all
amounts paid to CONSULTANT under this Agreement.

2. Compensation for Consulting Services. For Services hereunder,
CLIENT shall pay to CONSULTANT a fee of $6,000 per month (prorated for
any partial months) and shall issue CONSULTANT a total of two million
(2,000,000) of CLIENT's common shares, registered under an effective
S-8 registration statement.

3. Expenses. CLIENT shall reimburse CONSULTANT for all reasonable
travel and other out-of-pocket expenses incurred by CONSULTANT in
rendering Services hereunder, provided that such expenses have been
approved in advance by CLIENT. Travel expenses shall include the cost
of any travel by personal vehicle to a location more than 100 miles
from CONSULTANT's primary work location, the costs of any travel
requiring public transportation, the costs of meals, and the costs of
necessary lodging. CLIENT shall pay such reimbursement within 30 days
after receipt of appropriate receipts or documentation of the expenses.

4. Billing. CONSULTANT shall invoice CLIENT monthly, providing a
listing of labor terms and expenses. Payment on invoices so provided
shall be due within ten (10) days of the invoice date.

5. Confidential Information. Confidential information of any
nature that either party acquires regarding any aspect of the other
party's business shall be treated in strict confidence. Information so
obtained shall not be divulged, furnished or made accessible to third
parties without the written permission of the other party to this
Agreement. Both parties retain the right to do business with third
parties in matters that may be competitive with the interests of the
other party to this Agreement. However, the confidentiality
constraints above shall be binding and have precedence over these
business matters. Upon termination of this Agreement, the terms of
this paragraph shall remain in effect for five (5) years.

6. Ownership of Intellectual Property. Intellectual property
rights of each party shall be governed by the following:

(a) CONSULTANT grants and assigns to CLIENT all rights to use any
work product and to develop, manufacture, market or otherwise
commercialize any product based on, directly related to or directly
making use of the Services;

(b) CONSULTANT agrees to promptly disclose to CLIENT all ideas,
designs, practices, processes, apparatus, improvements, inventions and
discoveries ("Inventions") by CONSULTANT made or first reduced to
practice in the course of performing Services to CLIENT;

(c) CONSULTANT agrees to assign, and does hereby assign to
CLIENT, all right, title and interest in and to all such Inventions.
CONSULTANT agrees to cooperate with CLIENT and to execute all proper
documents, at the expense (including time at the then current
compensation rate), of CLIENT, to enable CLIENT to obtain intellectual
property protection in the United States and foreign countries in the
Inventions;

(d) The foregoing subparagraph (c) shall not apply to any
Invention meeting the following conditions:

(1) Such Invention was developed entirely on CONSULTANT's
own time;

(2) Such Invention does not relate (i) directly to the business of CLIENT, or
(ii) to CLIENT's actual or demonstrably anticipated research or development;
and

(3) Such Invention does not result from any work performed by CONSULTANT
for CLIENT;

(e) CONSULTANT retains the royalty-free right to use an Invention
and incorporate it into any product in a field unrelated and
non-competitive with CLIENT. CLIENT retains the right to sell or
otherwise dispose of the rights, title and interests granted by this
Agreement as CLIENT sees fit; provided that this Agreement does not
limit the rights of CONSULTANT authorized under the foregoing
provision. CLIENT is obligated to notify CONSULTANT, in writing thirty
(30) days prior to such transfer.

(f) All right, title and interest in all copyrightable material
which CONSULTANT shall conceive or originate, either individually or
jointly with others, and which arise out of the performance of
Services under this Agreement shall be the property of CLIENT and are
by this Agreement assigned to CLIENT. CONSULTANT agrees to cooperate
with CLIENT and to execute all necessary documents at the expense
(including time at the then current compensation rate) of CLIENT to
assist CLIENT in obtaining and registering copyrights on such
materials in any and all countries. Where applicable, works of
authorship created by CONSULTANT for CLIENT in performing Services
under this Agreement shall be considered "works made for hire" as
defined in the U.S. Copyright Act;

(g) If, within 180 days after written disclosure of an Invention
by CONSULTANT to CLIENT, CLIENT does not file appropriate documents
with the United States Patent and Trademark Office ("USPTO") or any
other national or international agency for pursuing intellectual
property rights, including, but not limited to, patents or database
protection, CONSULTANT shall be free to independently file with the
USPTO after notifying CLIENT of CONSULTANT'S intended action. CLIENT
retains the right to use the patent, if issued, upon payment of a
negotiated royalty. However, CONSULTANT shall be free to sell rights
to third parties for use of the Invention; and

(h) CLIENT shall retain ownership of all notebooks, notes,
drawings and similar materials, including computer generated documents
generated by CONSULTANT in the performance of Services under this
Agreement. Intellectual property rights to all documents, drawings and
instruments of service, whether or not delivered to CLIENT under the
terms of this Agreement, shall remain CLIENT's property until all
terms of this Agreement are satisfied. Upon CLIENT's request, copies
of these items shall be delivered to CLIENT at CONSULTANT's expense.
All conditions of confidentiality of these documents shall be in
effect as defined elsewhere in this Agreement.

7. Term and Termination.  Unless terminated at an earlier date,
this Agreement shall commence as of the date first written above and
shall continue until the fifth anniversary of this Agreement.  Upon
any such early termination, CONSULTANT shall be entitled to receive
from CLIENT all fees and expenses incurred up to the date of
termination in accordance with the billing procedures set forth in
Section 4.

8. Indemnification. CLIENT agrees to indemnify, defend and hold
harmless CONSULTANT against any and all loss, liability, expenses and
costs (including attorneys' fees, judgments, fines and amounts paid in
settlement) actually and reasonably incurred by CONSULTANT in
connection with any threatened, pending, completed or future action
suit or proceeding to which CONSULTANT is, or is threatened to be,
made a party arising from or related to Services that have been
provided hereunder. The terms of this Section 8 are non revocable and
shall survive the termination of this Agreement.

9. Disputes. Any action based on this Agreement, including
disagreement, disputes regarding the terms and conditions, alleged
breaches of contract, and remedies under contract, shall be governed
by the laws of the State of Georgia and shall be adjudicated
exclusively by a court of competent jurisdiction in Floyd County,
Georgia; provided however that any such disagreement or dispute will
be resolved by mediation, arbitration or another alternative dispute
resolution procedure if so requested in writing by either party to
this Agreement.

10. Miscellaneous.

(a) Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter
hereof. This Agreement supersedes any and all prior agreements, oral
or written, between the parties with respect to the subject matter hereof.

(b) Severability. If any provision of this Agreement is for any
reason declared to be invalid or unenforceable, the validity and
enforceability of the remaining provisions shall not be affected
thereby. Such invalid or unenforceable provision shall be deemed
modified to the extent necessary to render it valid and enforceable,
and if no modification shall render it valid and enforceable, this
Agreement shall be construed as if not containing such provision and
the rights and obligations of the parties shall be construed and
enforced accordingly.

(c) Amendment, Waiver, Modification or Termination. No amendment,
waiver or termination or modification of this Agreement shall be
binding unless it is in writing and signed by both CONSULTANT and
CLIENT and dated subsequent to the date hereof.

(d) Assignment. This Agreement and the rights and obligations of
the parties hereunder shall not be assignable by either party without
prior written consent of the other party.

(e) Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective
heirs, personal representatives and, to the extent permitted by
subsection (d), successors and assigns of the parties hereto.

IN WITNESS WHEREOF, CLIENT and CONSULTANT have executed this Agreement
as of the date set forth in the first paragraph.

"CONSULTANT "

/s/  George S. Avery
George S. Avery


"CLIENT "
Avery Sports Turf, Inc., a Delaware Corporation


By: /s/  Gary Borglund
Gary Borglund, President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>averyex23041604.txt
<TEXT>

EX-23              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


Board of Directors
Avery Sports Turf, Inc.


I consent to the incorporation by reference of my independent
auditors' report dated March 5, 2004 on the balance sheet as of
December 31, 2003, and the related statements of operations, changes
in stockholders' (deficit) and cash flows the years ended December 31,
2003 and 2002, included in Avery Sports Turf, Inc.'s Form 10-KSB, into
the Company's previously filed registration statement on Form S-8 POS
(File No. 333-108090).

/s/ George Brenner, CPA
George Brenner, CPA
Los Angeles, California
April 12, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>7
<FILENAME>averyex32041604.txt
<TEXT>

EX-32                        SECTION 1350 CERTIFICATION OF GARY BORGLUND

                        SECTION 1350 CERTIFICATION

In connection with the annual report of Avery Sport Turf, Inc.
("Company") on Form 10-KSB for the year ended December 31, 2003 as
filed with the Securities and Exchange Commission ("Report"), the
undersigned, in the capacity and on the date indicated below, hereby
certifies pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350) that to his knowledge:

1.  The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

2.  The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.

Dated: April 12, 2004                  /s/  Gary Borglund
                                       Gary Borglund,
                                       President/Secretary/Treasurer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>8
<FILENAME>averuex31041604.txt
<TEXT>

EX-31            Rule 13a-14(a)/15d-14(a) CERTIFICATION OF GARY BORGLUND

                   RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Gary Borglund, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Avery Sports
Turf, Inc.;

2.  Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;

3.  Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the small business issuer as of, and for, the periods
presented in this report;

4.  I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) [omitted pursuant to extended compliance period] for
the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries,
is made known to me by others within those entities, particularly
during the period in which this report is being prepared;

(b)  [omitted pursuant to extended compliance period]

(c) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report
my conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and

(d) Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred
during the small business issuer's most recent fiscal quarter
(the small business issuer's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably
likely to materially affect, the small business issuer's internal
control over financial reporting; and

5.  I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the small business issuer's
auditors and the audit committee of the small business issuer's board
of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the small
business issuer's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the small
business issuer's internal control over financial reporting.

Dated: April 12, 2004                  /s/ Gary Borglund
                                       Gary Borglund
                                       President/Secretary/Treasurer


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