EXHIBIT 2


                               JAMES N. BARBER
                               Attorney at Law
                          Suite 100, Bank One Tower
                               50 West Broadway
                          Salt Lake City, Utah 84101
                          Telephone: (801) 364-6500
                             Fax: (801) 364-3406

June 30, 2000

To the Board of Directors
Txon International Development Corporation
10584 S. 700 East, Suite 228,
Sandy, UT 84070

Re: Txon International Development Corporation Year 2000
    Non-Qualified Stock Option Plan

Dear Members of the Board:

I have examined a document entitled Txon International Development Corporation
Year 2000 Non-qualified Stock Option Plan (the "Plan") and am familiar with
the Company's plan to grant options to employees, officers, directors and
consultants to purchase up to 1,000,000 common shares of the Company for Two
Cents ($.02) per share.  I have also made such further investigations as I
have deemed necessary to express the opinions herein stated.

Based on that investigation, it is my opinion that the common shares of Txon
International Development Corporation which are hereafter issued upon exercise
of options duly granted under and in accordance with the terms of the Plan
will, upon payment of the consideration therefore required by the terms of the
Plan, be duly and validly authorized and issued, fully paid and
non-assessable.

I consent to the use of this opinion as an Exhibit to the Registration
Statement on Form S-8 being filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, with respect to the Shares
issued under the Plan, and to any references to me in such Registration
Statement.

Very truly yours,

/s/ James N. Barber

James N. Barber