Exhibit 10.2


                            STOCK PLACEMENT AGREEMENT

                               DATED JULY 16, 2004

                                       FOR

                       AMERICAN SOIL TECHNOLOGIES, INC.'S
                                  COMMON STOCK


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                                TABLE OF CONTENTS


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ARTICLE I. PURCHASE, SALE AND TERMS OF SHARES...............................  1
   1.1        THE SHARES....................................................  2
   1.2        SUBSCRIPTION FOR SHARES; CLOSING..............................  2
   1.3        COVENANT OF BEST EFFORTS......................................  2
   1.4        REPRESENTATIONS BY BELLADOR...................................  2
   1.5        TERMINATION...................................................  6

ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY...................  7
   2.1        ORGANIZATION AND STANDING OF THE COMPANY......................  7
   2.2        CORPORATE ACTION..............................................  7
   2.3        GOVERNMENTAL APPROVALS........................................  7
   2.4        LITIGATION....................................................  7
   2.5        COMPLIANCE WITH OTHER INSTRUMENTS.............................  8
   2.6        TITLE TO ASSETS; INTELLECTUAL PROPERTY RIGHTS.................  8
   2.7        TAXES.........................................................  9
   2.8        DISCLOSURE....................................................  9
   2.9        BROKERS OR FINDERS............................................  9
   2.10       CAPITALIZATION; STATUS OF CAPITAL STOCK.......................  9
   2.11       BOOKS AND RECORDS............................................. 10

ARTICLE III. COVENANTS...................................................... 10
   3.1        COMPANY'S BOARD OF DIRECTORS.................................. 10
   3.2        INSPECTION RIGHTS............................................. 10
   3.3        INVESTOR REPORTS AND INVESTOR RELATIONS....................... 10
   3.4        CONDITIONS OF REGISTRATION.................................... 11
   3.5        APPROVAL OF LEGAL COUNSEL..................................... 11
   3.6        ALLOCATION OF PROCEEDS........................................ 11

ARTICLE IV. MISCELLANEOUS................................................... 12
   4.1.       NO WAIVER; CUMULATIVE REMEDIES................................ 12
   4.2.       AMENDMENTS; WAIVERS AND CONSENTS.............................. 12
   4.3.       ADDRESSES FOR NOTICES......................................... 12
   4.4.       COSTS; EXPENSES AND TAXES..................................... 12
   4.5.       EFFECTIVENESS; BINDING EFFECT; NO ASSIGNMENT.................. 12
   4.6.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES.................... 12
   4.7.       PRIOR AGREEMENTS.............................................. 13
   4.8.       SEVERABILITY.................................................. 13
   4.9.       GOVERNING LAW; VENUE.......................................... 13
   4.10.      HEADINGS...................................................... 13
   4.11.      COUNTERPARTS.................................................. 13
   4.12.      FURTHER ASSURANCES............................................ 13
   4.13.      INCORPORATION OF RECITALS..................................... 13
<PAGE>
                            STOCK PLACEMENT AGREEMENT

STOCK PLACEMENT AGREEMENT (the "Agreement"),  dated as of July ___, 2004 between
AMERICAN SOIL  TECHNOLOGIES,  INC., a Nevada corporation having offices at 12224
Montague  Street,  Pacoima,  California  91331  (the  "Company"),  and  Bellador
Advisory Services (Labuan) Ltd. a Malaysian  business company licensed as a fund
manager in Labuan,  the  registered  address of which is Level 6, Wisma Oceanic,
Jalan OKK Awang Besar, 87007 W P Labuan, East Malaysia, Malaysia, the investment
advisor  of its  clients  (sometimes  referred  to as  "Bellador")  who shall be
purchasers  of  the   securities.   Company  and  Bellador  shall  sometimes  be
collectively referred to as the "Parties."

                                    RECITALS:

     WHEREAS,  Bellador  has examined  the  business  and  financial  records of
Company and has relied upon the information and representations  provided by the
Company herein, and

     WHEREAS,  Bellador  has  decided to  recommend  the  Company to  Bellador's
clients as an investment, and

     WHEREAS,  the  Parties  intend  for  this  Agreement  to  set  forth  their
understanding  of the  terms  and  conditions  of both  phases  of  funding  and
acknowledge  that  Bellador  will be raising  funds for the Company from clients
outside of the United States, and

     WHEREAS,  Bellador  agrees that it will only  recommend  investment  in the
Company to  Bellador's  clients  outside the United States only to those clients
that are not "U.S. Persons" as defined in SECTION 1.4(F) and after providing all
such clients with  information  about the Company that has been  approved by the
Company and the attorneys for the Company.

                                   AGREEMENT:

     IT IS, THEREFORE, HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:

                                   ARTICLE I.

                       PURCHASE, SALE AND TERMS OF SHARES

     1.1. THE SHARES. The Company agrees to issue and sell to Bellador's clients
(sometimes   referred  to  collectively  as  "Purchasers"  and  individually  as
"Purchaser") in an offshore transaction negotiated outside the United States and
to be consummated  outside the United States. In consideration of and in express
reliance upon the representations,  warranties,  covenants, terms and conditions
of this Agreement,  Bellador  agrees to recommend that its clients  evaluate the
opportunity  to purchase from the Company shares (the "Shares") of the Company's
Common Stock.  Shares will be sold by the Company to Bellador's  clients for the
previous trading day's closing bid price of the Company's shares of Common Stock
as quoted on the OTC Bulletin Board (the "OTCBB") immediately preceding the date

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on which the Purchaser  makes a firm  commitment to purchase such Shares,  which
shall be confirmed in writing by Bellador to  Purchaser,  and the Company  shall
receive the  previous  trading  day's last bid for its shares from time to time,
and,  after all expenses of the  transaction,  including  legal,  due diligence,
accounting,  marketing and  consulting  fees, the Company shall net no less than
50% of the closing bid price.  If the Company  becomes  listed on another United
States  stock  exchange  or public  trading  market  on which the  shares of the
Company  trade,  the  price  shall be fixed in an amount  equal to the  previous
trading  day's  last trade  during  hours that the market was open and not based
upon after-hours trading.

     1.2.  SUBSCRIPTION  FOR  SHARES;  CLOSING.  Bellador  shall  deliver to the
Company a subscription  agreement  ("Subscription  Agreement") completed in full
and signed by each  potential  Purchaser  of Shares.  After the Company  accepts
subscriptions,  the  closing of the  purchases  of the Shares will take place in
Phoenix,  Arizona,  using the services of Arizona Escrow & Financial Corporation
("Escrow  Agent"),  a licensed  Arizona  escrow  company.  At each closing,  the
Purchaser will cause  immediately  available funds to be delivered to the Escrow
Agent and Company shall deliver the share certificate(s) and/or other securities
that may be purchased  to the Escrow Agent  according to the terms of the Escrow
Agreement (a copy of which is attached  hereto as EXHIBIT A). If the Company has
not had the opportunity to fully review the Subscription  Agreement or any other
Transaction  Documents  related to any such  purchase  before the  Closing  with
Escrow  Agent,  the Company  shall notify  Bellador  that such  closing  remains
"subject  to" the  Company's  review  of any  documents  that  have not yet been
delivered to and examined by the Company,  in which case  Bellador will hold the
certificate(s)  for such Shares pending the Company's  review of such documents.
Once the Company has completed its review, it will promptly notify Bellador that
it either (a) accepts such  subscription,  in which case Bellador shall promptly
release such certificate(s) to the Purchaser;  or (b) rejects such subscription,
in which case (i) the Company shall promptly  refund the purchase price for such
Shares to the Purchaser, and (ii) Bellador, or Escrow Agent, as the case may be,
shall promptly return the certificate(s) for such Shares to the Company.

     1.3  COVENANT  OF BEST  EFFORTS.  Subject  to the  rights of each  party to
terminate  this Agreement as provided in SECTION 1.5 below,  Bellador  agrees to
use its best  efforts to arrange for up to  $3,500,000  (U.S.) of net funding to
Company  on or before  May 31,  2005,  until the funds  have been  delivered  to
Company or one of the Parties has terminated this Agreement.

     1.4   REPRESENTATIONS   BY   BELLADOR.   Bellador   makes   the   following
representations and warranties to the Company:

         (a) ACCESS TO INFORMATION.  Bellador,  in making its  recommendation to
prospective Purchasers regarding the decision to purchase the Shares, has relied
and  will  rely  upon   independent   investigations   made  by  it  and/or  its
representatives that were based upon information,  documents and representations
by the  Company.  Reports  based  upon  such  information  have been and will be
prepared  by Bellador  and  submitted  to the Company and its legal  counsel for
approval.  Bellador will not submit reports or other  information on the Company
to its clients  regarding  potential  purchases of the Company's  Shares without
obtaining prior approval of the materials by the Company.  Each Purchaser and/or
its  representatives  during  the course of this  transaction,  and prior to the

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purchase of any Shares,  will have had the  opportunity  to ask questions of and
receive  answers from the  management  of the Company  concerning  the terms and
conditions  of  the  offering  of  the  Shares  and to  receive  any  additional
information,  documents,  records and books  relative to its  business,  assets,
financial  condition,  results of  operations  and  liabilities  (contingent  or
otherwise) of the Company.

         (b)   SOPHISTICATION   AND  KNOWLEDGE.   Each   Purchaser   and/or  its
representatives  will  have such  knowledge  and  experience  in  financial  and
business  matters that such Purchaser can represent  himself/herself/itself  and
will be  capable of  evaluating  the  merits  and risks of the  purchase  of the
Shares.  Each  Purchaser  will be  instructed  not to rely on the  Company  with
respect to the tax and other  economic  considerations  of an  investment in the
Shares,  and each  Purchaser  will be instructed to rely on the advice of, or to
consult with,  only the  Purchaser's  own  advisor(s).  The Purchasers  shall be
required to represent  that  he/she/it has not been organized for the purpose of
acquiring the Shares in a signed Subscription Agreement.

         (c)  ACKNOWLEDGEMENT  OF  RISK.  Each  Purchaser  will  acknowledge  in
his/her/its  Subscription  Agreement that the purchase of the Shares  involves a
high degree of risk and further acknowledge that he/she/it can bear the economic
risk of the purchase of the Shares,  including the total loss of its investment.
Each Purchaser  will  acknowledge  in  his/her/its  Subscription  Agreement that
he/she/it has no present need for  liquidity in connection  with its purchase of
the Shares.

         (d)  NO  PUBLIC  SOLICITATION.   Each  Purchaser  will  acknowledge  in
his/her/its  Subscription  Agreement that he/she/it is not  subscribing  for the
Shares as a result of or subsequent  to any  advertisement,  article,  notice or
other  communication  published in any  newspaper,  magazine or similar media or
broadcast over television or radio,  or presented at any seminar or meeting,  or
any  solicitation  of a  subscription  by a person not  previously  known to the
Purchaser in connection with investments in securities  generally.  Bellador has
not engaged and will not engage in any "Directed Selling Efforts in the U.S." as
defined in Regulation S promulgated by the SEC under U.S. securities laws.

         (e)  AUTHORITY.  Bellador  has full  right and power to enter  into and
perform pursuant to this Agreement.  This Agreement constitutes Bellador's valid
and  legally  binding  obligation,  enforceable  in  accordance  with its terms.
Bellador is authorized, licensed and otherwise duly qualified to give investment
advice to its clients under the laws of Labuan.  Bellador  agrees to comply with
the laws of any  jurisdiction  in  which  it  contacts  clients  regarding  this
opportunity.

         (f) REGULATION S EXEMPTION.  Bellador understands and will require each
Purchaser to  acknowledge  in writing that the Shares are being offered and sold
to it in reliance on an exemption from the  registration  requirements of United
States federal and state  securities laws under  Regulation S promulgated  under
the  Securities  Act of 1933  (the  "Securities  Act") and that the  Company  is
relying  upon  the  truth  and  accuracy  of  the  representations,  warranties,
agreements,  acknowledgments  and  understandings of such Purchaser set forth in
his/her/its  Subscription  Agreement in order to determine the  applicability of

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such exemptions and the  suitability of the Purchaser to acquire the Shares.  In
regard  to  Shares  sold  pursuant  to  the  Regulation  S  exemption,  Bellador
represents, warrants and agrees that:

         (i) No  Purchaser  will  be a U.S.  Person  (as  defined  below)  or an
affiliate (as defined in Rule 501(b) under the Securities Act) of the Company. A
U.S. Person means any one of the following:

               (A) Any natural person residing in the United States of America;

               (B) Any  partnership  or  corporation  organized or  incorporated
          under the laws of the United States of America;

               (C) Any estate of which any executor or  administrator  is a U.S.
          person;

               (D) Any trust of which any trustee is a U.S. person;

               (E) Any  agency  or branch of a  foreign  entity  located  in the
          United States of America;

               (F) Any non-discretionary  account or similar account (other than
          an  estate  or  trust)  held by a dealer  or other  fiduciary  for the
          benefit or account of a U.S. person;

               (G) Any  discretionary  account or similar account (other than an
          estate  or  trust)  held by a  dealer  or other  fiduciary  organized,
          incorporated  or (if an  individual)  resident in the United States of
          America; and

               (H) Any partnership or corporation if:


                    (1) Organized or  incorporated  under the laws of an foreign
               jurisdiction; and


                    (2) Formed by a U.S.  person  principally for the purpose of
               investing in securities not registered  under the Securities Act,
               unless it is organized or incorporated,  and owned, by accredited
               investors  (as defined in Rule 501(a) under the  Securities  Act)
               who are not natural persons, estates or trusts.

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         (ii)  At the  time  of  the  origination  of  contact  concerning  this
Agreement and the date of the execution and delivery of this Agreement, Bellador
was  outside  of the United  States  and has agreed to limit its  communications
about the Shares to clients who are non-U. S. Persons.

         (iii)  Each  Purchaser  will be  required  to  agree  in  writing  that
he/she/it shall not, during the period commencing on the date of issuance of the
Shares and ending on the first  anniversary of such date, or such shorter period
as  may be  permitted  by  Regulation  S or  other  applicable  securities  law,
including  any  registration  of the Shares,  below (the  "Restricted  Period"),
offer, sell, pledge or otherwise transfer the shares in the United States, or to
a U.S.  Person for the account or benefit of a U.S.  Person,  or  otherwise in a
manner that is not in compliance with Regulation S.

         (iv) Each Purchaser will be required to agree in writing that he/she/it
shall,  after  expiration  of the  Restricted  Period,  offer,  sell,  pledge or
otherwise transfer the Shares only pursuant to registration under the Securities
Act or an available  exemption  therefrom and in accordance  with all applicable
state and foreign securities laws.

         (v) Each  Purchaser  shall be required  to  represent  in writing  that
he/she/it has not in any jurisdiction engaged in, and prior to the expiration of
the  Restricted  Period will not engage in, any short  selling of or any hedging
transaction  with  respect  to any of the  shares  of  Company's  common  stock,
including without limitation, any put, call or other option transaction,  option
writing or equity swap.

         (vi) Each  Purchaser  shall be required to  represent  in writing  that
neither he/she/it nor any person acting on his/her/its  behalf has engaged,  nor
will engage, in any directed selling efforts to U.S. Persons with respect to the
Shares and the Purchaser and any person acting on its behalf has and will comply
with  the  "offering  restrictions"  requirements  of  Regulation  S  under  the
Securities Act.

         (vii) The  transactions  contemplated  by this  Agreement have not been
pre-arranged  with a buyer located in the United  States or with a U.S.  Person,
and are not part of a plan or scheme to evade the  registration  requirements of
the Securities Act.

         (viii)  Neither  Bellador  nor any  person  acting  on its  behalf  has
undertaken  or  carried  out any  activity  for the  purpose  of, or that  could
reasonably  be  expected to have the effect of,  conditioning  the market in the
United States, its territories or possessions,  for any of the Shares.  Bellador
agrees  not to cause any  advertisement  of the  Shares to be  published  in any
newspaper  or  periodical  or  posted in any  public  place and not to issue any
circular  relating  to the  Shares in the U.S.  or its  territories  and only in
compliance with any local applicable securities laws.

         (ix) Each  certificate  representing  the Shares shall be endorsed with
the following legends:

               (a) THESE  SECURITIES ARE NOT  REGISTERED  WITH THE UNITED STATES
          SECURITIES  AND  EXCHANGE  COMMISSION  UNDER THE  SECURITIES  ACT,  IN
          RELIANCE  UPON AN  EXEMPTION  FROM  REGISTRATION  UNDER  REGULATION  S

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          PROMULGATED UNDER THE SECURITIES ACT. TRANSFER IS PROHIBITED EXCEPT IN
          ACCORDANCE   WITH  THE   PROVISIONS   OF  REGULATION  S,  PURSUANT  TO
          REGISTRATION  UNDER THE  SECURITIES  ACT, OR PURSUANT TO AN  AVAILABLE
          EXEMPTION FROM REGISTRATION;  AND HEDGING TRANSACTIONS INVOLVING THESE
          SECURITIES  MAY  NOT  BE  CONDUCTED  UNLESS  IN  COMPLIANCE  WITH  THE
          SECURITIES ACT.

               (b) Any other legend  required to be placed thereon by applicable
          federal or state securities laws.

         (x) Bellador acknowledges that the Company shall make a notation on its
records or give  instructions  to any transfer  agent of the Company in order to
implement the  restrictions  on transfer of the Shares set forth in this SECTION
1.4.

     1.5  TERMINATION.  Either Bellador or the Company,  in its discretion,  may
terminate  this  Agreement at any time by  providing  written  notification  and
sending it via facsimile  (the sender shall retain the  confirmation  notice) to
the  telephone  numbers  provided  below or Federal  Express  (with no waiver of
signature by addressee on the delivery receipt) to the registered address of the
counter-party.  Such  termination  shall be effective (a) ten (10) business days
after sending of written notice by facsimile  transmission or (b) three business
days after sending of written notice by Federal Express to the other party. Upon
termination,  Bellador shall cease all further  marketing efforts for the Shares
and shall  have ten (10) days to  provide  the  Company  with any new  orders to
purchase  the  Shares,  and the  Company  shall  accept  or reject  any  pending
subscriptions  for  Shares  within  five (5)  business  days  after  receipt  of
completed  subscription  documents and full payment for such Shares. The Company
acknowledges that Bellador may complete any transaction where Purchaser has made
a binding  commitment  to  purchase  Shares  without it  constituting  a further
marketing effort for purposes of this section.  Company may notify Bellador from
time to time that marketing  efforts should be suspended  until further  written
notice that  marketing  efforts  should be resumed.  Upon receipt of such notice
from the  Company,  Bellador  will  suspend  marketing  efforts but may complete
transactions that are already in progress. Any such notice from Company shall be
given in the same manner and shall be subject to the same conditions as a notice
of termination of this Agreement in this section.

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                                   ARTICLE II.

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to Bellador as follows:

     2.1.  ORGANIZATION  AND  STANDING  OF THE  COMPANY.  The  Company is a duly
organized and validly  existing  corporation  in good standing under the laws of
the State of Nevada and has all requisite  corporate power and authority for the
ownership  and  operation  of its  properties  and  for the  carrying  on of its
business as now conducted and as now proposed to be conducted and to execute and
deliver  this  Agreement  and  other   instruments,   agreements  and  documents
contemplated herein (together with this Agreement, the "Transaction Documents"),
to issue,  sell and  deliver  the Shares and to  perform  its other  obligations
pursuant hereto.  The Company is duly licensed or qualified and in good standing
as a foreign  corporation  authorized  to do  business in the states of Arizona,
California  and all other  jurisdictions  wherein the  character of the property
owned or  leased or the  nature of the  activities  conducted  by it makes  such
licensing or qualification necessary, except where the failure to be so licensed
or  qualified  would  not  have a  material  adverse  effect  on  the  business,
operations or financial condition of the Company.

     2.2. CORPORATE ACTION. The Transaction Documents have been duly authorized,
executed  and  delivered  by the Company  and  constitute  the legal,  valid and
binding  obligations  of  the  Company,   enforceable  against  the  Company  in
accordance with their respective terms,  except that (a) such enforcement may be
subject to bankruptcy, insolvency, reorganization,  moratorium, or other similar
laws now or  hereafter  in effect  relating to  creditors'  rights,  and (b) the
remedy of specific  performance  and  injunctive  and other  forms of  equitable
relief may be subject to equitable  defenses and to the  discretion of the court
before which any  proceeding  therefore may be brought.  The issuance,  sale and
delivery  of the Shares  have been duly  authorized  by all  required  corporate
action on the part of the  Company.  The  Shares,  when  issued  and paid for in
accordance with the Transaction  Documents,  will be validly issued,  fully paid
and  non-assessable  and  will  be  free  and  clear  of  all  liens,   charges,
restrictions,  claims and encumbrances imposed by or through the Company, except
as expressly set forth in the Transaction Documents.

     2.3. GOVERNMENTAL APPROVALS. No authorization,  consent, approval, license,
exemption  of  or  filing  or  registration   with  any  court  or  governmental
department,  commission,  board, bureau, agency or instrumentality,  domestic or
foreign,  is or will be necessary for, or in connection  with, the execution and
delivery by the Company of this Agreement, for the offer, issue, sale, execution
or  delivery  of the  Shares,  or for  the  performance  by the  Company  of its
obligations  under the Transaction  Documents except for any filings required by
applicable  securities laws or the laws of any  jurisdiction  outside the United
States.

     2.4.  LITIGATION.  Except for those  matters  described on SCHEDULE 2.4 (IF
ANY), there is no litigation or governmental proceeding or investigation pending
or, to the knowledge of the Company,  threatened  against the Company  affecting
any of its properties or assets, nor, to the best knowledge of the Company,  has
there occurred any event or does there exist any condition on the basis of which
any litigation,  proceeding or investigation  might properly be instituted.  The

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Company is not in default with respect to any order, writ,  injunction,  decree,
ruling or decision of any court,  commission,  board or other government agency,
which such default might have a material adverse effect on the business, assets,
liabilities,  operations, Intellectual Property Rights (as defined hereinafter),
management  or  financial  condition  of the  Company.  There are no  actions or
proceedings  pending or, to the Company's  knowledge,  threatened  (or any basis
therefor known to the Company) against the Company which might result, either in
any case or in the  aggregate,  in any material  adverse change in the business,
operations,  Intellectual Property Rights, affairs or financial condition of the
Company or in any of its properties or assets, or which might call into question
the  validity of any of the  Transaction  Documents,  any of the Shares,  or any
action taken or to be taken pursuant hereto or thereto.

     2.5. COMPLIANCE WITH OTHER INSTRUMENTS. The Company is in compliance in all
material respects with its Articles of Incorporation,  Bylaws and resolutions of
its board of  directors,  each as amended  and/or  restated to date,  and in all
respects with the material terms and  provisions of all  mortgages,  indentures,
leases,  agreements and other instruments by which it is bound or to which it or
any of its properties or assets are subject. The Company is in compliance in all
material  respects  with all  judgments,  decrees,  governmental  orders,  laws,
statutes, rules or regulations by which it is bound or to which it or any of its
properties  or assets are  subject.  Neither the  execution  and delivery of the
Transaction  Documents nor the issuance of the Shares,  nor the  consummation or
performance of any transaction  contemplated hereby or thereby,  has constituted
or resulted in or will constitute or result in a default or violation of, create
a conflict  with,  trigger  any "change of control" or other right of any person
under, or require any consent, waiver, release or approval under or with respect
to,  any  term or  provision  of any of the  foregoing  documents,  instruments,
judgments, agreements, decrees, orders, statutes, rules and regulations.

     2.6. TITLE TO ASSETS; INTELLECTUAL PROPERTY RIGHTS.

     (a) The Company has good and  marketable  title in fee to such of its fixed
assets as are real property, and good and merchantable title to all of its other
assets,  now  carried on its books,  free of any  mortgages,  pledges,  charges,
liens, security interests or other encumbrances. The Company enjoys peaceful and
undisturbed  possession  under  all  leases  and  licenses  under  which  it  is
operating, and all said leases and licenses are valid and subsisting and in full
force and effect.

     (b) The  Company  owns  or has a valid  right  to use the  patents,  patent
applications,  patent rights, trade secrets,  confidential business information,
formulae, processes, laboratory notebooks, algorithms, copyrights, master works,
claims of infringement against third parties, licenses, permits, license rights,
contract  rights with  employees,  consultants  and third  parties,  trademarks,
trademark  rights,  inventions  and  discoveries,  and  all  other  intellectual
property,  including,  without  limitation,  all  other  such  rights  generally
classified as intangible,  intellectual  property assets in accordance with GAAP
(collectively  the,  "Intellectual  Property Rights") owned or being used by the
Company to conduct  its  business  as now  operated  and as now  proposed by the
Company to be  operated  and,  to the  Company's  knowledge,  the conduct of its
business as now operated  and as now  proposed to be operated  does not and will
not conflict with or infringe upon the  Intellectual  Property Rights of others.
The  Company is not aware that any claim is pending or  threatened  against  the

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Company  and/or  its  officers  and  employees  to  the  effect  that  any  such
Intellectual  Property  Right  owned or licensed  by the  Company,  or which the
Company  otherwise  has the right to use,  is  invalid or  unenforceable  by the
Company.

     (c) The Company has taken  reasonable  measures to protect and preserve the
security,  confidentiality  and  value  of  its  Intellectual  Property  Rights,
including its trade secrets and other confidential  information.  The Company is
and  will be the  exclusive  owner  of all  right,  title  and  interest  in its
Intellectual  Property Rights as purported to be owned by the Company,  and such
Intellectual  Property  Rights are valid and in full force and  effect.  Any new
inventions,   secret  processes  or  other   Intellectual   Property  Rights  or
improvements to such Intellectual Property Rights, whether the rights were owned
by or licensed  by Company,  shall be owned by Company and shall not be assigned
to or be permitted to be owned by an  individual  or agent  employed by Company.
The Company has not received notice of and, to the Company's knowledge there are
no  claims  that  the  Company's  Intellectual  Property  Rights  or the  use or
ownership thereof by the Company infringes,  violates or conflicts with any such
right of any third party.

     2.7. TAXES.  Except as may be set forth on a Schedule 2.7 (if any) attached
to this  Agreement,  the Company has  accurately  prepared  and timely filed all
federal, state and other tax returns required by law to be filed by it, has paid
or  made  provision  for  the  payment  of all  taxes  shown  to be due  and all
additional assessments, and adequate provisions have been made and are reflected
in the Company's financial statements for all current taxes and other charges to
which the Company is subject and which are not currently due and payable.

     2.8.  DISCLOSURE.  There is no fact within the  knowledge of the Company or
any of its existing  directors which has not been disclosed herein or in writing
by them to Bellador and which materially  adversely affects, or in the future in
their opinion may, insofar as they can now foresee,  materially adversely affect
the business,  operations,  properties,  Intellectual Property Rights, assets or
condition,  financial or other, of the Company.  Without limiting the foregoing,
the Company has no knowledge that there exists,  or there is pending or planned,
any patent,  invention,  device,  application or principle or any statute, rule,
law,  regulation,  standard or code which would materially  adversely affect the
business,  operations,   Intellectual  Property  Rights,  affairs  or  financial
condition of the Company.

     2.9.  BROKERS OR  FINDERS.  No person has or will have,  as a result of the
transactions  contemplated by this Agreement, any right, interest or valid claim
against or upon  Bellador for any  commission,  fee or other  compensation  as a
finder or broker because of any act or omission by the Company or its respective
agents.

     2.10.  CAPITALIZATION;  STATUS OF CAPITAL STOCK. As of the date hereof, the
Company has a total of  110,000,000  shares  authorized  for issuance,  of which
100,000,000  are common  shares with a par value of $.001,  and  10,000,000  are
preferred  shares  with a par  value of  $.001.  All the  outstanding  shares of
capital stock of the Company have been duly authorized,  and are validly issued,
fully paid and non-assessable.  None of the Company's outstanding  securities or
authorized  capital stock or the Shares is subject to any rights of  redemption,
repurchase,  rights of first refusal, preemptive rights or other similar rights,

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<PAGE>
whether contractual, statutory or otherwise, for the benefit of the Company, any
stockholder,  or any other person. Other than to the extent shares are issued in
the future  pursuant to the  Company's  Stock Plan or  otherwise  with  transfer
restrictions,  there are no  restrictions  on the  transfer of shares of capital
stock of the  Company  other than those  imposed by  relevant  federal and state
securities laws and as otherwise  contemplated  by this Agreement.  There are no
agreements,  understandings,  trusts  or  other  collaborative  arrangements  or
understandings  concerning  the voting or transfer  of the capital  stock of the
Company  to which the  Company is a party,  except to the extent of any  options
pursuant to the Company's  Stock Plan or shares  issuable upon conversion of any
debt instruments.  The Company does not have outstanding,  and has no obligation
to grant or issue,  any "phantom  stock" or other right measured by the profits,
revenues or results of operations of the Company or any portion  thereof  except
to the extent provided in the Company's Stock Plan.

     2.11.  BOOKS AND  RECORDS.  The books of  account,  ledgers,  order  books,
records and  documents  of the Company  accurately  and  completely  reflect all
material  information  relating to the business of the Company, the location and
collection of its assets, and the nature of all transactions  giving rise to the
obligations or accounts receivable of the Company.

                                  ARTICLE III.

                                    COVENANTS

     3.1 COMPANY'S  BOARD OF DIRECTORS.  The Company  agrees to (a) maintain the
size of its Board of Directors at five or more members and (b) to provide errors
and omissions  insurance for its officers and directors with policy limits of no
less than  $1,000,000.  A  certificate  of insurance  showing such  coverage and
policy  limit  amount  shall  be  provided  to  Bellador  within  30 days of the
effective date of this Agreement.

     3.2 INSPECTION  RIGHTS.  During the term of this Agreement and for one year
after termination,  Bellador through its representatives shall have the right to
inspect, during ordinary business hours and upon reasonable written notice, such
of the  business  facilities,  assets and  properties  and the  books,  records,
accounts,  and financial  statements  of the Company as Bellador may  reasonably
request.  For  purposes  of this  SECTION  3.2,  "reasonable  notice"  shall  be
interpreted  to  mean  five  business  days.  Financial  records  shall  be made
available at the Company's Phoenix, Arizona, office.

     3.3.  INVESTOR  REPORTS AND  INVESTOR  RELATIONS.  The Company will provide
comprehensive, monthly, written reports on the business and financial affairs of
the  Company to Bellador  in a form  suitable  for  electronic  transmission  to
Bellador's  clients who have  purchased,  and are  considering  purchase of, the
Company's shares.  These reports shall be provided every month about significant
business and financial news regarding the Company,  including but not limited to
the progress of the Company regarding reaching the sales, marketing,  production
and financial  goals.  The Company  shall,  subject to approval by Bellador from
time-to-time,  retain an experienced  investor relations firm and an experienced

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<PAGE>
public  relations  firm.  The Company  will commit to two major  investor/public
relations  campaigns  each year with a minimum  budget  of  $150,000  each.  The
Company agrees to conduct public relations and investor relations efforts with a
budget of at least  $15,000.00  per month  when the major  campaigns  are not in
progress.   Subject  to  applicable  securities  laws,  the  Company  shall  (a)
disseminate  or cause  to be  disseminated,  newsworthy  information  about  the
Company to the  investment  community,  including,  but not limited  to,  market
makers in the  Company's  stock,  broker-dealers  and  analysts  who  follow the
Company  and/or  industries  in which the  Company  participates,  institutional
investors  with a history of investing  in  companies  similar to the Company in
nature and stage of development,  and securities  industry public relations wire
services,  and (b) make good faith  efforts to maintain a  relationship  with no
fewer than four active market makers.

     3.4.  CONDITIONS OF REGISTRATION.  The parties hereby acknowledge and agree
that the Company shall be required,  as a term of this  Agreement,  to refuse to
register any transfer of the shares not made in accordance  with the  provisions
of  Regulation  S,  pursuant to an effective  registration  statement  under the
Securities Act and applicable  state laws, or pursuant to a valid exemption from
registration under the Securities Act and applicable state laws.

     3.5 APPROVAL OF PURCHASERS' LEGAL COUNSEL FOR RESTRICTED SECURITIES OPINION
LETTERS.  Company acknowledges that each Purchaser may use the services of Logan
& Geotas, PLC, of Phoenix, Arizona, as legal counsel to determine whether, after
the required  holding period,  each proposed sale of the shares  purchased under
this Agreement  pursuant to Regulation S may be sold in compliance with Rule 144
and, if so, to issue an  appropriate  opinion  letter.  The  Company  agrees the
opinion letter forms  attached  hereto as EXHIBIT B are approved as the forms to
be used by Logan & Geotas for such purposes.

     3.6 COVENANT TO MAINTAIN STATUS AS A PUBLICLY OWNED,  REPORTING AND TRADING
COMPANY. Subject to any applicable legal impediments, Company agrees to take all
steps reasonably necessary to maintain its status as a publicly owned, reporting
and trading company during the term of this Agreement.

     3.7  ALLOCATION  OF  PROCEEDS  FROM SALES OF THE  SHARES.  The  Company and
Bellador  agree as follows with respect to the Company's  allocation of proceeds
from sales of the Shares:

         (a) Marketing and sales: $720,000;

         (b) General and administrative: $1,300,000,

         (c) Inventory and development: $1,000,000;

         (d) The  Company  shall  set aside up to a maximum  of  $480,000,  from
proceeds  of sales of the Shares in order to fund the  retention  of an investor
relations  firm and a public  relations firm and to otherwise  conduct  investor
relations activity pursuant to SECTION 3.3. The Company shall provide a monthly,
written  report of its  investor  relations  and public  relations  efforts  and
expenses to Bellador.

                                       11
<PAGE>
                                   ARTICLE IV.

                                  MISCELLANEOUS

     4.1. NO WAIVER; CUMULATIVE REMEDIES. No failure or delay on the part of any
party to this Agreement in exercising any right, power or remedy hereunder shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
such right,  power or remedy preclude any other or further  exercise  thereof or
the exercise of any other right, power or remedy hereunder.  The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

     4.2. AMENDMENTS;  WAIVERS AND CONSENTS.  Any provision in this Agreement to
the contrary  notwithstanding,  and except as hereinafter provided,  changes in,
termination  or  amendments of or additions to this  Agreement may be made,  and
compliance  with any  covenant or  provision  set forth herein may be omitted or
waived,  if either Party shall obtain consent  thereto in writing from the other
Party.  Any waiver or consent may be given subject to satisfaction of conditions
stated therein and any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

     4.3. ADDRESSES FOR NOTICES.  Any notice or other communication  required or
permitted  to be  given  hereunder  shall  be in  writing  and  shall be sent by
facsimile  or Federal  Express  (with a signed  receipt by the  recipient  being
required)  to Company  and/or to  Bellador at the  addresses  for each set forth
above. Any notice or other  communication shall be deemed given one business day
after  sending  by  facsimile  or  two  business  days  after  deposit  with  an
internationally  recognized  express mail courier  service,  except for a notice
changing a party's  address  which shall be deemed  given at the time of receipt
thereof.

     4.4.  COSTS;  EXPENSES  AND TAXES.  Except as  otherwise  set forth in this
SECTION  4.4,  each party  shall  bear its own costs and  expenses  incurred  in
connection  with this  Agreement and any sales or purchases of Shares.  Bellador
shall pay all  closing  costs  related to  purchases  of Shares by its  clients,
including but not limited to fees charged by the Escrow Agent. The Company shall
pay any and all  stamp,  or other  similar  taxes  payable or  determined  to be
payable in connection  with the execution  and delivery of this  Agreement,  the
issuance  of any  securities  and the  other  instruments  and  documents  to be
delivered  hereunder or thereunder,  and agrees to save each Purchaser  harmless
from and against any and all  liabilities  with respect to or resulting from any
delay in paying or omission to pay such taxes.

     4.5. EFFECTIVENESS;  BINDING EFFECT; NO ASSIGNMENT. This Agreement shall be
binding  upon and  inure to the  benefit  of the  Company,  Bellador  and  their
respective  successors  and  assigns.  Neither  party may  assign  its rights or
obligations  under this Agreement  without prior written approval from the other
Party.

     4.6. SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  All  representations and
warranties made in the Transaction Documents or any other instrument or document
delivered in  connection  herewith or therewith  shall survive the execution and
delivery hereof or thereof.

                                       12
<PAGE>
     4.7.  PRIOR  AGREEMENTS.  This  Agreement  and  the  Transaction  Documents
executed and delivered in connection  herewith  constitute the entire  agreement
between the Parties  with  respect to the  subject  matter set forth  herein and
therein and supersede any prior  understandings  or  agreements  concerning  the
subject matter hereof,  provided,  however,  that the Escrow Agreement  attached
hereto is  incorporated  by  reference  and  constitutes  part of the  agreement
between the Parties.

     4.8.  SEVERABILITY.  The provisions of this  Agreement and the  Transaction
Documents  are  severable  and,  in  the  event  that  any  court  of  competent
jurisdiction shall determine that any one or more of the provisions or part of a
provision  contained  herein or therein  shall,  for any  reason,  be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability  shall not affect any other provision or part of a provision of
such  Transaction  Document and the terms of the Transaction  Documents shall be
reformed and construed as if such invalid or illegal or unenforceable provision,
or part of a provision,  had never been  contained  herein or therein,  and such
provisions  or part  shall be  reformed  so that it would be  valid,  legal  and
enforceable to the maximum extent possible.

     4.9.  GOVERNING LAW; VENUE. This Agreement shall be enforced,  governed and
construed in accordance with the laws of Arizona without giving effect to choice
of laws  principles  or  conflict  of  laws  provisions.  Any  suit,  action  or
proceeding pertaining to this Agreement or any transaction relating hereto shall
be brought in the state or federal  courts located in Phoenix,  Arizona,  United
States of America,  and the undersigned hereby irrevocably consent and submit to
the  jurisdiction  of such courts for the purpose of any such suit,  action,  or
proceeding.  Bellador  acknowledges  and agrees that venue  hereunder  shall lie
exclusively in Phoenix, Arizona, United States of America.

     4.10. HEADINGS.  Article, section and subsection headings in this Agreement
are included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.

     4.11.  COUNTERPARTS.  This  Agreement  may be  executed  in any  number  of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument,  and any of the Parties hereto may execute this Agreement by signing
any such counterpart.

     4.12. FURTHER ASSURANCES.  From and after the date of this Agreement,  upon
the request of Bellador or the Company,  the Company and Bellador  shall execute
and deliver such instruments,  documents and other writings as may be reasonably
necessary  or  desirable  to confirm and carry out and to  effectuate  fully the
intent and purposes of the Transaction Documents.

     4.13.  INCORPORATION OF RECITALS. The Parties agree that the Recitals above
shall be incorporated  within and shall be a part of the terms and conditions of
this Agreement.

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<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this Stock  Placement
Agreement to be executed as of the date first above written. .


                             AMERICAN SOIL TECHNOLOGIES, INC.



                                  /s/ Carl Ranno
                                  -------------------------
                              By:  Carl Ranno
                              Its: President


                              BELLADOR ADVISORY SERVICES (LABUAN) LTD.



                                  /s/ James Kirby
                                  -------------------------
                              By:  James Kirby
                              Its: Director

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