Exhibit 10.1

                                DEALER AGREEMENT

     American Soil  Technologies,  Inc., having its main office at 1224 Montague
Street,  Pacoima,  CA 91331  (hereinafter  called "ASTI."),  hereby appoints and
authorizes: Richard Padgett on behalf of a company to be formed (Newco) with its
principal  place  of  business  located  at 3612  River  Rd.  Vernon,  FL  32462
(hereinafter  called  "Dealer"),  to act as a dealer  to sell on a  nonexclusive
basis the products listed on SCHEDULE I hereto (the  "Products").  Dealer hereby
accepts this  appointment  and agrees to purchase and resell the Products  under
the terms and conditions set forth below.

     1. TERM.

     This Agreement  shall be effective as of the date it is signed and accepted
by ASTI. and continue for a period of three (3) years unless terminated pursuant
to the  provisions  set forth in Section 6.  Sections 7(D) and (F) shall survive
termination hereof.

     2. PRIMARY TRADE AREA.

     The  Dealer's   Primary  Trade  Area  is  the  State  of  Florida.   Dealer
acknowledges  that it is a  non-exclusive  dealer of the Products in its primary
trade area and an exclusive dealer as to the accounts  established by the Dealer
and made a part of SCHEDULE II.

     3. MINIMUM QUANTITY.

     Dealer will not be required to stock a minimum quantity of the Products for
the first two years of this Agreement.  ASTI shall ship the Products directly to
Dealer's customers or to Dealer FOB ASTI's warehouse

     4. DIRECT PURCHASES.

     All  purchases  and return of  Products  from ASTI by Dealer  shall be made
pursuant  to a written  purchase  order  from  Dealer and shall be  governed  by
ASTI.'s price, delivery, payment and other terms then in effect. No inconsistent
terms in any  purchase  order,  acknowledgement  or  transmittal  or  confirming
document shall be effective to alter the terms of this Agreement.

     5. SALES SUPPORT.

     Dealer shall support all sales of the Products in a commercially reasonable
manner as is customary in the industry and appropriate for each sale,  including
but not limited to: maintaining a sales force,  developing a marketing and sales
plan with ASTI.'s account manager, and post-sales follow up with ASTI.'s account
manager.

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     ASTI  shall  be the  technical  advisor  to  the  Dealer  and  installation
directions received from ASTI for the Products shall be mandatory.

     6. TERM AND TERMINATION

     This Agreement may be terminated:  (1) at any time by the mutual consent of
the parties in writing, effective as provided therein; (2) upon thirty (30) days
written  notice by Dealer to ASTI  without  cause;  or (3) with  cause by either
party at any time by giving the other party thirty (30) days notice, in writing,
by registered or certified mail, of such  termination.  The  Manufacturer  shall
fill all orders for Products  placed for Dealer's  specific  customers  prior to
termination of this Agreement.

     (a) This Agreement shall expire three (3) years from the date of execution.
This Agreement shall  automatically renew under the same terms and conditions in
additional  three (3) year  increments  unless either party is in default of any
material term of this Agreement.  If a material  default exists  hereunder,  the
non-defaulting  party shall give the  defaulting  party thirty (30) days written
notice to cure the default  or, if the default may not be cured in such time,  a
reasonable amount of time to cure the default. If the defaulting party is unable
to cure the within the time frame specified, this Agreement shall be voidable by
the non-defaulting party.

     (b) ASTI warrants  that it shall  conduct the renewal of this  Agreement in
good faith. If, after the expiration of the three-year  renewal period specified
in 11(a)  above  without  renewal,  ASTI  elects to  appoint a new dealer for an
exclusive  customer of Dealer,  ASTI shall  provide a copy of such  agreement to
Dealer. Dealer shall have thirty (30) days to match the terms of such agreement.
If Dealer agrees to the terms of such agreement,  ASTI shall renew Dealer as the
exclusive dealer for that customer.

     (c) The Parties  acknowledge  that upon the  expiration of this  Agreement,
ASTI  shall have no right to require  Dealer to  continue  to act as a Dealer of
Products,  or of any of them,  and Dealer shall have no right to require ASTI to
continue  to  supply  Products,  or any of  them,  to  Dealer.  In the  event of
expiration or termination  of this Agreement ASTI shall execute  delivery on all
orders placed with and accepted by it and Dealer shall accept  shipment and make
payment for any such  orders,  all in  accordance  with the  provisions  of this
Agreement even though termination or expiration has been effected.

     This  Agreement  may be  canceled by the  non-offending  party prior to the
expiration of the contract term on any of the following grounds:

     (1) A trustee, receiver, or other similar custodian is appointed for all or
any substantial part of the other party's property:

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     (2) When the aggregate of one party's  property,  exclusive of any property
which it may have conveyed,  transferred,  concealed, removed or permitted to be
concealed or removed,  with intent to defraud,  hinder,  or delay its creditors,
shall not at a fair  valuation be sufficient in amount to pay its debts,  or the
party is unable, by its available assets or the honest use of credit, to pay its
debts as they become due;

     (3)  The  other  party   files  a  petition,   or  an  answer  not  denying
jurisdiction,  in bankruptcy or under Chapter 7 or 11 of the Federal  Bankruptcy
Code or any similar law, state or Federal, whether now or hereafter existing, or
such a  petition  is filed  against  the other  party and not  vacated or stayed
within fifteen (15) days;

     (4) The other party makes an assignment for the benefit of creditors;

     (5) An  attachment,  or any like  process,  is levied or filed  against any
substantial  part of the other party's  property,  and is not discharged  within
fifteen (15) days;

     (6) A judgment is rendered against the other party and remains unsatisfied,
unstayed or otherwise  unsuperseded  for sixty days (60) and is  substantial  in
relation to other party's assets;

     (7) The other  party  ceases to have in  effect a valid  Federal,  state or
local license required for the carrying out of the provisions of this Agreement,
whether through revocation, failure or renew, or suspension for more than thirty
(30) days;

     (8) A law is enacted making the sale of Products unlawful;

     (9) The other party  engages in any act with respect to the Products  which
is in  violation  of any  Federal  or state  law,  regardless  of  whether  such
violation is prosecuted by any  administrative  of judicial body which violation
results  in a loss  of the  licenses  necessary  to  distribute  or  supply  the
Products;

     (10) The other party does not comply with credit terms as agreed to between
the parties.

     (11) An assignment pledge or any other security interest is created in all,
or a  substantial  part of the other  party's  assets  without the prior written
consent of the non-assigning party;

     (12) A breach of any  provision  of this  Agreement,  other  than those set
forth  in  subparagraphs   (1)  through  (11)  above,  if  said  breach  remains
uncorrected for thirty (30) days after written notice thereof.

     (13) Failure by the Dealer to meet the minimum sales required, if any.

     (14) The Dealer sells competitive  products that are substantially the same
as those supplied by ASTI without ASTI's written permission.

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     A cancellation pursuant to paragraphs 6 (1) through 6 (14) above shall take
effect  commencing  with the thirtieth day after written  notice is given to the
party whose rights are to be canceled.

     7. GENERAL PROVISIONS.

     A. The provisions of this Agreement shall apply to all Products  shipped to
Dealer's  customers or Dealer under any prior  agreement  with ASTI.  as well as
Products shipped to Dealer's customer on or after the date hereof.

     B. Any  notice to be given  hereunder  shall be in  writing  and  delivered
personally, sent by fax, sent by reputable courier service, or sent by certified
or registered mail, postage prepaid, return receipt requested,  addressed to the
party concerned at the following address:

     If to ASTI.:

               American Soil Technologies, Inc.
               1224 Montague Street,
               Pacoima, CA 91331
               Attn: President
               Telephone No.:  (626) 793 2435
               Telecopier No.: (626) 568 1629

     If to Dealer:

               Richard  Padgett on behalf of a company  to be formed
               3612 River Rd.
               Vernon, FL 32462
               Telephone No.:  (850 849 2737)
               Telecopier No.:

Any party may change its address for purposes of this  Agreement by notice given
in  compliance  with this  paragraph.  All such notices,  requests,  demands and
communications  shall be deemed to have been  given on the date of  delivery  if
personally  delivered,  sent by fax or sent by reputable courier service;  or on
the tenth (10th)  business day  following  the mailing  thereof if sent by mail,
postage prepaid.

     C. This Agreement shall be governed by and construed in accordance with the
internal  substantive  laws and judicial  decisions  of the State of  California
without giving effect to its conflict of laws provisions.

     D. Each party hereto  consents to the exclusive  jurisdiction of either the
Superior Court of Los Angeles  County,  California or the United States District
Court for the Middle  District of California  for purposes of any action brought
under or as the  result of a breach of this  Agreement,  and they each waive any

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objection  thereto.  The parties hereto each further  consent and agree that the
venue of any action  brought under or as a result of a breach of this  Agreement
shall be  proper in either of the  above-named  courts  and they each  waive any
objection thereto.

     E. This  Agreement  shall be binding upon, and shall be for the benefit of,
the parties and their  respective  successors and permitted  assigns;  provided,
however, that Dealer may not assign this Agreement without ASTI.'s prior written
consent.  Failure of either party to enforce at any time the  provisions of this
Agreement  shall not be  construed to be a waiver of such  provisions  or of the
right of such party thereafter to enforce such provisions.

     F. This Agreement  contains the entire agreement of the parties relating to
the subject matter hereof and replaces all other  understandings and agreements,
whether oral or in writing,  previously entered into by the parties with respect
to such subject  matter.  This  Agreement will not be amended or modified in any
way except by an agreement in writing signed by duly authorized  representatives
of the parties.

     IN WITNESS WHEREOF, the parties have executed this Agreement.


Richard Padgett
on behalf of a company to be formed             American Soil Technologies, Inc.



By /s/ Richard Padgett                          By: /s/ Carl P. Ranno
  -------------------------                        ------------------------
    Richard Padgett                                Carl P. Ranno
                                                Its, President & CEO


By /s/ Hal Kirk
----------------------
Hal Kirk


Date 6/1/04                                     Date   6/1/04

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                                   SCHEDULE I
                                    PRODUCTS

Agriblend (R), Nutrimoist (R)L, Nutrimoist (R) H-2.5, Extend(TM) (a liquid PAM),
Stockosorb  (R) F,  Stockosorb  (R) C,  Stockosorb  (R) M,  Stockosorb  (R) S, ,
Stockopam, Canal Seal Contain,  Baraclear(R),  ASTI Gras 120 Flocculant,  Anchor
MP, Nutrimoist Hydromulch, Nutrimoist Turf Bio Blend 1 & 2 and other products to
be added from time to time.

It is also  understood  that the product  names may be changed from time to time
with adequate notice to the Dealer.

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                                   Schedule II

Exclusive Customers to be added and made a part of this Schedule.


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