Exhibit 10.29

                                 PROMISSORY NOTE


$300,000                                               Dated: December 15, 2005

      1. Principal. FOR VALUE RECEIVED, American Soil Technologies, Inc., a
Nevada corporation ("Maker"), promises to pay to the order of Gary D. Willis and
Cynthia A. Willis, jointly ("HOLDER"), at the address of Holder known to Maker
or at such other place as Holder may from time to time designate in writing, the
principal sum of $300,000 (the "OBLIGATION"), which represents the principal
amount to be advanced by Holder to Maker.

     2. Interest. Interest on the unpaid principal amount of the Obligation
outstanding from time to time shall accrue at the annualized rate of 12%.
Computations of interest shall be made on the basis of a 365 day year, and the
actual number of days elapsed.

     3. MATURITY DATE" shall mean the date which is March 15, 2006 from the date
of this Note.

     4. Payments. Maker shall pay to Holder the Obligation in the following
manner:

     (a) One payment of $100,000 plus accrued interest shall be paid no later
than January 30, 2006; and

     (b) One payment of $200,000 plus accrued interest shall be paid no later
than the Maturity Date.

     5. Prepayment. Maker shall be entitled to prepay this Note prior to the
Maturity Date without premium or penalty.

     6. Applications of Payments. Payments received by Holder pursuant to the
terms hereof shall be applied in the following manner: first, to the payment of
all expenses, charges, late payment fees, costs and fees incurred by or payable
to Holder and for which Maker is obligated pursuant to the terms of this Note,
second, to the payment of all interest accrued to the date of such payment; and
third, to the payment of principal.

     7. Events of Default. The occurrence of any of the following events shall
constitute an Event of Default hereunder

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     (a) Failure of Maker to pay the principal and interest upon the Maturity
Date;

     (b) Failure of Maker to pay any amount or perform any other obligation
under the Agreement;

     (c) Maker shall admit in writing its inability to, or be generally unable
to, pay its undisputed debts as such undisputed debts become due;

     (d) Maker shall: (i) apply for or consent to the appointment of, or the
taking of possession by, a receiver, custodian, trustee, examiner or liquidator
of all or a substantial part of its property, (ii) make a general assignment for
the benefit of its creditors, (iii) commence a voluntary case under the United
States Bankruptcy Code, (iv) file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, reorganization, liquidation,
dissolution, arrangement or winding-up, or composition or readjustment of debts;
(v) fail to controvert in a timely and appropriate manner, or acquiesce in
writing to, any petition filed against him in an involuntary case under the
United States Bankruptcy Code; or (vi)take any action for the purpose of
effecting any of the foregoing;

     (e) A proceeding or case shall be commenced, without the application or
consent of Maker, in any court of competent jurisdiction, seeking: (i) its
financial reorganization, liquidation or arrangement, or the composition or
readjustment of its debts; (ii) the appointment of a receiver, custodian,
trustee, examiner, liquidator or the like of Maker or of all or any substantial
part of its property; or (iii) similar relief in respect of Maker under any law
relating to bankruptcy, insolvency, reorganization or composition or adjustment
of debts, and such proceeding or case shall continue undismissed, or an order,
judgment or decree approving or ordering any of the foregoing shall be entered
and continue unstayed and in effect, for a period of 30 or more days; or an
order for relief against Maker shall be entered in an involuntary case under the
United States Bankruptcy Code; or

     (f) A final judgment or judgments issued by a court of competent
jurisdiction for the payment of money in excess of $5,000 in the aggregate
(exclusive of judgment amounts fully covered by insurance where the insurer has
admitted liability in respect of such judgment) or in excess of $10,000 in the
aggregate (regardless of insurance coverage) shall be rendered by a one or more
governmental persons having jurisdiction against Maker and the same shall not be
discharged (or provision shall not be made for such discharge), or a stay of
execution of the relevant judgment shall not be procured, within 30 days from
the date of entry of such judgment and Maker shall not, within that 30-day
period, or such longer period during which execution of the same shall have been
stayed, appeal from and cause the execution of such judgment to be stayed during
such appeal.

     8. Remedies; Late Payment Penalty. Upon the occurrence of an Event of
Default and without demand or notice, Holder may declare the principal amount
then outstanding of, and the accrued interest on, the Obligation of Maker to be

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forthwith due and payable, whereupon such amounts shall be immediately due and
payable without presentment, demand, protest or other formalities of any kind,
all of which are hereby expressly waived by Maker and Maker may exercise all
rights and remedies available to it under the Agreement or any succeeding
agreement).

     9. Waiver. Maker hereby waives diligence, presentment, protest and demand,
notice of protest, dishonor and nonpayment of this Note and expressly agrees
that, without in any way affecting the liability of Maker hereunder, Holder may
extend any maturity date or the time for payment of any installment due
hereunder, accept security, release any party liable hereunder and release any
security now or hereafter securing this Note. Maker further waives, to the full
extent permitted by law, the right to plead any and all statutes of limitations
as a defense to any demand on this Note, or on any deed of trust, security
agreement, lease assignment, guaranty or other agreement now or hereafter
securing this Note.

     10. Attorneys' Fees; Costs. Maker agrees to pay to Holder all costs and
expenses including attorneys' fees and costs, incurred by Holder in connection
with the negotiation, preparation or execution of the Loan and this Note. If
this Note is not paid when due or if any Event of Default occurs, Maker promises
to pay all costs of enforcement and collection, including but not limited to,
Holder's attorneys' fees, whether or not any action or proceeding is brought to
enforce the provisions hereof.

     11. Severability. Every provision of this Note is intended to be severable.
In the event any term or provision hereof is declared by a court of competent
jurisdiction, to be illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the balance of the terms and
provisions hereof, which terms and provisions shall remain binding and
enforceable.

     12. Interest Rate Limitation. Holder and Maker stipulate and agree that
none of the terms and provisions contained herein or in the Agreement shall ever
be construed to create a contract for use, forbearance or detention of money
requiring payment of interest at a rate in excess of the maximum interest rate
permitted to be charged by the laws of the State of Arizona. In such event, if
any Holder of this Note shall collect monies which are deemed to constitute
interest which would otherwise increase the effective interest rate on this Note
to a rate in excess of the maximum rate permitted to be charged by the laws of
the State of Arizona, all such sums deemed to constitute interest in excess of
such maximum rate shall, at the option of Holder, be credited to the payment of
the sums due hereunder or returned to Maker.

     13. Number and Gender. In this Note the singular shall include the plural
and the masculine shall include the feminine and neuter gender, and vice versa,
if the context so requires.

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     14. Headings. Headings at the beginning of each numbered paragraph of this
Note are intended solely for convenience and are not to be deemed or construed
to be a part of this Note.

     15. Choice of Law. This Note shall be governed by and construed in
accordance with the laws of the State of Nevada. Any action to enforce this Note
shall be brought in state or federal courts located in Maricopa County, Arizona.

     16. Miscellaneous.

     (a) All notices and other communications provided for hereunder shall be in
writing and shall be delivered by United States mail, certified or registered,
return receipt requested to the respective party at the address provided in the
Agreement or otherwise provided for such purpose.

     (b) No failure or delay on the part of Holder or any other holder of this
Note to exercise any right, power or privilege under this Note and no course of
dealing between Maker and Holder shall impair such right, power or privilege or
operate as a waiver of any default or an acquiescence therein, nor shall any
single or partial exercise of any such right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein expressly provided are cumulative to,
and not exclusive of, any rights or remedies, which Holder would otherwise have.
No notice to or demand on Maker in any case shall entitle Maker to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the right of Holder to any other or further action in any
circumstances without notice or demand.

     (c) Maker and any endorser of this Note hereby consent to renewals and
extensions of time at or after the maturity hereof, without notice, and hereby
waive diligence, presentment, protest, demand and notice of every kind.

     (d) Maker may not assign its rights or obligations hereunder without prior
written consent of Holder. Subject to compliance with applicable federal and
state securities laws, Holder may (i) assign all or any portion of this Note
without the prior consent of Maker or (ii) sell or agree to sell to one or more
other persons a participation in all or any part of the Note without the prior
consent of Maker. Upon surrender of the Note, Maker shall execute and deliver
one or more substitute notes in such denominations and of a like aggregate
unpaid principal amount or other amount issued to Holder and/or to Holder's
designated transferee or transferees. Holder may furnish any information in the
possession of Holder concerning Maker, or any of its respective subsidiaries,
from time to time to assignees and participants (including Prospective assignees
and participants).

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IN WITNESS WHEREOF, Maker has caused this Note to be duly executed and delivered
as of the day and year and at the place first above written.

MAKER:

American Soil Technologies, Inc., a Nevada corporation


/s/ Carl P. Ranno
----------------------------------
BY:  Carl P. Ranno
ITS: President and CEO

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