In re Agribiotech, Inc., a Nevada corporation, Chapter 11 Debtor, Agribiotech Canada, Inc., a Canadian corporation, Las Vegas Fertrilizer Co., Inc., a Nevada corporation, Garden West Distributors Inc., an Arizona corporation, Geo. W. Hill Co., Inc., a Kentucky corporation

Bankruptcy No. BK-S-00-10533, Jointly Administered With: No. BK-S-00-10534, No. BK-S-00-10535, No. BK-S-00-10536, No. BK-S-00-10537United States Bankruptcy Court, D. Nevada
July 21, 2000

William P. Weintraub, ESQ., David M. Bertenthal, ESQ., Malhar S. Pagay, ESQ., PACHULSKI, STANG, ZIEHL, YOUNG JONES P.C., San Francisco, CA, James Patrick Shea, ESQ., Candace Carlyon, ESQ., SHEA CARLYON, LTD., Las Vegas, NV, Attorneys for Debtors and Debtors in Possession

ORDER GRANTING MOTION RE INTENTION TO CONVERT EMPLOYEE OF RHI MANAGEMENT RESOURCES, INC. TO FULL TIME EMPLOYEE OF THE DEBTORS
LINDA B. RIEGLE, United States Bankruptcy Judge

On July 19, 2000, at 1:30 p.m, a hearing was conducted before the Honorable Linda B. Riegle. United States Bankruptcy Judge, in Courtroom 2 of The Foley Federal Building, 300 Las Vegas Blvd. South, Las Vegas, Nevada 89101, regarding the Motion Re Intention To Convert Employee ofRHI Management Resources, Inc. To Full Time Employee of the Debtors (the “Motion”), filed by AgriBioTech, Inc., a Nevada corporation, AgriBioTech Canada, Inc., a Canada corporation, Las Vegas Fertilizer Co., Inc., a Nevada corporation, Garden West Distributors, Inc., a Arizona corporation and Geo. W. Hill Co., Inc., a Kentucky corporation, debtors and debtors in possession in the above-captioned jointly administered bankruptcy cases (collectively, the “Debtors”). William P. Weintraub, Esq, of Pachuiski, Stang, Ziehi, Young Jones P.C., appeared on behalf of the Debtors. Other appearances were as noted in the record.

Based upon the Motion, the declaration and memorandum of points and authorities annexed thereto, the pleadings and documents on file in this case, and the arguments and representations of counsel at or prior to the hearing, and it appearing that notice has been proper under the circumstances and the nature of the relief requested, and that no other notice need be given, and that the relief requested constitutes an appropriate exercise of the Debtors’ business judgment, and sufficient cause appearing therefor,

IT IS HEREBY ORDERED that:

1. The Motion is granted in its entirety; and

2. The Debtors are authorized to (1) convert Scott Dean to a full-time, at-will, employee at an annual salary of $114,000 and (2) pay RHI Management Resources, Inc. a conversion fee of $20,000.