Exhibit 10.1








                              ACQUISITION AGREEMENT

                                      AMONG

                        AMERICAN SOIL TECHNOLOGIES, INC.,

                           SMART WORLD ORGANICS, INC.,

                                       AND

                   THE STOCKHOLDERS LISTED ON EXHIBIT A HERETO



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                                TABLE OF CONTENTS

                                    ARTICLE 1
                         SALE AND PURCHASE OF THE SHARES

1.1 Issuance of the Shares.................................................  1
1.2 Consideration..........................................................  1

                                    ARTICLE 2
                         REPRESENTATIONS AND WARRANTIES

2.  Representations and Warranties of the Parties..........................  2
    2.1    Organization, Standing, Power...................................  2
    2.2    Authority.......................................................  2
    2.3    Capitalization of the Parties...................................  3
    2.4    Subsidiaries....................................................  3
    2.5    No Defaults.....................................................  4
    2.6    Governmental Consents...........................................  4
    2.7    Financial Statements............................................  4
    2.8    Absence of Undisclosed Liabilities..............................  4
    2.9    Absence of Changes..............................................  4
    2.10  Patents and Trademarks...........................................  5
    2.11  Certain Agreements...............................................  6
    2.12  Compliance with Other Instruments................................  6
    2.13  Employee Benefit Plans...........................................  6
    2.14  Other Personal Property..........................................  6
    2.15  Properties and Liens.............................................  6
    2.16  Inventory........................................................  6
    2.17  Major Contracts..................................................  7
    2.18  Questionable Payments............................................  8
    2.19  Recent Transactions..............................................  8
    2.20  Leases in Effect.................................................  8
    2.21  Taxes............................................................  8
    2.22  Disputes and Litigation..........................................  9
    2.23  Compliance with Laws.............................................  9
    2.24  Related Party Transactions.......................................  9
    2.25  Minute Books..................................................... 10
    2.26  Disclosure....................................................... 10
    2.27  Reliance......................................................... 10

                                    ARTICLE 3
                              CONDITIONS PRECEDENT

3.1 Conditions to Each Party's Obligations................................. 10
3.2 Conditions to Seller's Obligations..................................... 10
3.3 Conditions to Buyer's Obligations...................................... 11
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                                    ARTICLE 4
                        CLOSING AND DELIVERY OF DOCUMENTS

4.1  Time and Place........................................................ 12
4.2  Deliveries by Seller.................................................. 12
4.3  Deliveries by the Company............................................. 12
4.4  Deliveries by Buyer................................................... 13

                                    ARTICLE 5
                                 INDEMNIFICATION

5.1  Seller and the Company's Indemnity Obligations........................ 13
5.2  Buyer's Indemnity Obligations......................................... 14

                                    ARTICLE 6
                          DEFAULT, AMENDMENT AND WAIVER

6.1  Default............................................................... 14
6.2  Waiver and Amendment.................................................. 14

                                    ARTICLE 7
                                  MISCELLANEOUS

7.1  Expenses.............................................................. 15
7.2  Notices............................................................... 15
7.3  Entire Agreement...................................................... 16
7.4  Survival of Representations........................................... 16
7.5  Incorporated by Reference............................................. 16
7.6  Remedies Cumulative................................................... 16
7.7  Execution of Additional Documents..................................... 16
7.8  Costs and Fees........................................................ 16
7.9  Choice of Law......................................................... 16
7.10 Jurisdiction.......................................................... 17
7.11 Attorneys' Fees....................................................... 17
7.12 Binding Effect and Assignment......................................... 17
7.13 Counterparts; Facsimile Signatures.................................... 17
7.14 Conflict Waiver....................................................... 17
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                                TABLE OF CONTENTS
                         TABLE OF SCHEDULES AND EXHIBITS


Exhibit A  Shareholders of Smart World Organics, Inc.

Exhibit B  American Soil Technologies, Inc. Disclosure Schedule

Exhibit C  Smart World Organics, Inc. Disclosure Schedule

Exhibit D  Smart World Organics, Inc. Shareholders Disclosure Schedule
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                              ACQUISITION AGREEMENT

     THIS ACQUISITION AGREEMENT (the "Agreement"), dated July 7, 2006, is by and
between AMERICAN SOIL  TECHNOLOGIES,  INC., a Nevada  corporation (the "Buyer"),
SMART WORLD  ORGANICS,  INC., a Florida  corporation  (the  "Company"),  and the
persons  and/or  entities  listed on Exhibit A hereto who are the holders in the
aggregate  of 100% of the issued and  outstanding  capital  stock of the Company
(referred  to   collectively   as  the  "Seller")   (individually,   a  "Party";
collectively, the "Parties").

                                    RECITALS

     A. The capital stock of the Company  consists of 100  authorized  shares of
Common Stock,  of which 100 are  currently  issued and  outstanding  and held by
Seller (the "Shares").

     B. Upon the terms and  conditions  set forth below,  Seller desires to sell
all of the Company Shares to Buyer, such that,  following such transaction,  the
Company will be a 100% owned subsidiary of Buyer.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants,  agreements,
representations and warranties  contained in this Agreement,  the Parties hereto
agree as follows:

                                    ARTICLE 1
                         SALE AND PURCHASE OF THE SHARES

     1.1 Issuance of the Shares.  Subject to the terms and conditions herein set
forth, and on the basis of the representations, warranties and agreements herein
contained,  Seller shall sell and  transfer to Buyer that certain  number of the
Company Shares that will constitute  100% of the issued and  outstanding  common
stock of the Company.

     1.2  Consideration.  The  purchase  price for the Company  Shares  shall be
2,300,000 shares of common stock of Buyer (the "Buyer's Stock").

     1.3 Earnest Money Deposit. The Buyer shall deposit with the Seller $100,000
as an earnest money deposit which shall be refundable if the  acquisition  fails
to close.

                                    ARTICLE 2
                         REPRESENTATIONS AND WARRANTIES

     2. Representations and Warranties of the Parties.  Except as disclosed in a
document referring  specifically to the  representations  and warranties in this
Agreement that  identifies by section number the section and subsection to which
such  disclosure  relates and is  delivered by each Party to the others prior to
the  execution  of this  Agreement  (the  "Disclosure  Schedules"),  the Parties
represent  and  warrant  each to the other,  as of the date hereof and as of the
Closing, as follows:

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     2.1 Organization, Standing, Power.

     (a) Buyer. Buyer is a corporation duly organized,  validly existing, and in
good  standing  under  the laws of the  state of  Nevada.  It has all  requisite
corporate  power,  franchises,  licenses,  permits,  and  authority  to own  its
properties  and assets and to carry on its  business as it has been and is being
conducted.  Buyer is duly  qualified and in good standing to do business in each
jurisdiction  in which a failure  to so qualify  would  have a Material  Adverse
Effect (as defined  below) on Buyer.  For purposes of this  Agreement,  the term
"Material Adverse Effect" means any change or effect that,  individually or when
taken  together with all other such changes or effects which have occurred prior
to the date of  determination  of the occurrence of the Material Adverse Effect,
is or is  reasonably  likely to be materially  adverse to the  business,  assets
(including intangible assets),  financial condition, or results of operations of
the entity.

     (b) The  Company.  The Company is a  corporation  duly  organized,  validly
existing,  and in good standing  under the laws of the state of Florida.  It has
all requisite corporate power, franchises,  licenses,  permits, and authority to
own its properties and assets and to carry on its business as it has been and is
being  conducted.  The  Company is duly  qualified  and in good  standing  to do
business  in each  jurisdiction  in which a failure to so  qualify  would have a
Material Adverse Effect (as defined above) on the Company.

     2.2 Authority.  The Parties have all requisite power and authority to enter
into this Agreement and to consummate the transactions  contemplated hereby. The
execution and delivery by the Parties of this Agreement and the  consummation of
the transactions  contemplated hereby have been duly authorized by all necessary
action on the  parts of the  Parties,  including  the  approval  of the Board of
Directors of each Party.  This Agreement has been duly executed and delivered by
the Parties to each other and constitutes a valid and binding obligation of each
Party enforceable in accordance with its terms,  except that such enforceability
may be subject to: (a) bankruptcy, insolvency,  reorganization, or other similar
laws relating to enforcement  of creditors'  rights  generally;  and (b) general
equitable principles. Subject to the satisfaction of the conditions set forth in
Article 3 below,  the execution  and delivery of this  Agreement do not, and the
consummation of the transactions  contemplated hereby will not, conflict with or
result in any violation of, or default (with or without notice or lapse of time,
or  both)  under,  or give  rise to a right  of  termination,  cancellation,  or
acceleration of any obligation,  or to loss of a material  benefit under, or the
creation of a lien, pledge,  security interest,  charge, or other encumbrance on
any assets of any of the Parties (any such conflict,  violation, default, right,
loss, or creation being  referred to herein as a  "Violation")  pursuant to: (i)
any provision of the organization  documents of the Parties; or (ii) any loan or
credit agreement,  note, bond, mortgage,  indenture,  contract,  lease, or other
agreement, or instrument,  permit,  concession,  franchise,  license,  judgment,
order, decree,  statute, law, ordinance,  rule, or regulation applicable to each
of the Parties' respective  properties or assets,  other than in the case of any
such Violation which  individually or in the aggregate would not have a Material
Adverse Effect on any of the Parties.

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     2.3 Capitalization of the Parties.

     (a)  The  Company.  The  capital  stock  of  the  Company  consists  of 100
authorized  shares  of  Common  Stock,  of which 100 are  currently  issued  and
outstanding and held by Seller.

     (c) Upon issuance pursuant to the terms of this Agreement,  the Shares will
be duly  and  validly  issued,  fully  paid and  nonassessable,  and  issued  in
accordance with the registration or  qualification  provisions of the Securities
Act of 1933, as amended (the "Act"),  and any relevant state  securities laws or
pursuant to valid exemptions  therefrom.  The Shares are free of restrictions on
transfer  other than  restrictions  on transfer  as set forth in the  Disclosure
Schedules and under  applicable  state and federal  securities  laws. The Shares
shall be issued in a private  transaction and consequently  will be deemed to be
"Restricted Securities" as set forth in Rule 144 promulgated under the Act.

     (d) Except as set forth on the Disclosure Schedules,  there are no options,
warrants,  rights, calls, commitments,  plans, contracts, or other agreements of
any  character  granted or issued by any of the  Parties  which  provide for the
purchase, issuance, or transfer of any additional shares of the capital stock of
the Parties nor are there any outstanding securities granted or issued by any of
the Parties that are convertible into any shares of the equity securities of the
Parties, and none is authorized. None of the Parties have outstanding any bonds,
debentures,  notes, or other indebtedness the holders of which have the right to
vote (or convertible or exercisable  into  securities  having the right to vote)
with holders of the Parties' capital stock on any matter.

     (e) Except as set forth on the  Disclosure  Schedules,  none of the Parties
are a party or subject to any  agreement or  understanding,  and, to the best of
the  Parties'  knowledge,  there is no agreement  or  understanding  between any
persons  and/or  entities,  which  affects or relates to the voting or giving of
written consents with respect to any security or by a shareholder or director of
any of the Parties.

     (f) Except as set forth on the  Disclosure  Schedules,  none of the Parties
have granted or agreed to grant any  registration  rights,  including  piggyback
rights, to any person or entity.

     2.4 Subsidiaries.  "Subsidiary" or  "Subsidiaries"  means all corporations,
trusts, partnerships, associations, joint ventures, or other Persons, as defined
below,  of which any of the Parties or any Subsidiary of any of the Parties owns
not less than 20% of the voting  securities  or other  equity or of which any of
the  Parties or any  Subsidiary  of any of the  Parties  possesses,  directly or
indirectly,  the power to direct or cause the  direction of the  management  and
policies,  whether through ownership of voting shares,  management contracts, or
otherwise.  "Person"  means any  individual,  corporation,  trust,  association,
partnership,  proprietorship,  joint  venture,  or  other  entity.  Prior to the
Closing of this Agreement, there are no Subsidiaries of any of the Parties other
than as disclosed herein or disclosed on the Disclosure Schedules.

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     2.5 No Defaults.  None of the Parties has  received  notice that they would
be, with the passage of time, in default or violation of any term, condition, or
provision of: (i) their Articles of Incorporation or Bylaws;  (ii) any judgment,
decree,  or order applicable to any of the Parties;  or (iii) any loan or credit
agreement, note, bond, mortgage, indenture, contract, agreement, lease, license,
or other  instrument to which any of the Parties is now a party or by which they
or any of their  properties  or assets  may be bound,  except for  defaults  and
violations  which,  individually or in the aggregate,  would not have a Material
Adverse Effect on any of the Parties.

     2.6   Governmental   Consents.   Any  consents,   approvals,   orders,   or
authorizations of or registrations,  qualifications, designations, declarations,
or  filings  with  or  exemptions  by  (collectively  "Consents"),   any  court,
administrative  agency,  or  commission,  or  other  federal,  state,  or  local
governmental  authority or instrumentality,  whether domestic or foreign (each a
"Governmental  Entity"),  which may be required by or with respect to any of the
Parties in connection  with the execution and delivery of this  Agreement or the
consummation by the Parties of the transactions  contemplated hereby, except for
such  Consents  which if not obtained or made would not have a Material  Adverse
Effect  on any  of  the  Parties  for  the  transactions  contemplated  by  this
Agreement,  are the  responsibility of the respective Party. Each of the Parties
hereby represents and warrants that such Consents have been obtained by them, if
necessary.

     2.7 Financial  Statements.  The Company has furnished Buyer with a true and
complete copy of its financial statements for the years ending December 31, 2004
and 2005 and the period ending May 3, 2006 (the "Financial Statements"),  which,
in reliance upon the Company's outside  independent  auditing firm, comply as to
form in all material respects with all applicable  accounting  requirements with
respect  thereto  and have been  prepared  internally  and  fairly  present  the
financial  positions  of the Company as at the dates  thereof and the results of
its operations and cash flows for the periods then ended  (subject,  in the case
of unaudited statements,  to normal, recurring audit adjustments not material in
scope or amount). To the best of the Company's  directors' knowledge and belief,
there has been no change in the Company's  accounting policies or the methods of
making  accounting  estimates or changes in  estimates  that are material to the
Financial Statements, except as described in the notes thereto.

     2.8 Absence of Undisclosed Liabilities.  To the best of their knowledge and
belief,  none of the  Parties  have  any  liabilities  or  obligations  (whether
absolute,  accrued,  or contingent)  except: (i) liabilities that are accrued or
reserved  against  in  their  respective  Balance  Sheets;  or  (ii)  additional
liabilities  reserved  against  since May 3,  2006  that (x) have  arisen in the
ordinary course of business;  (y) are accrued or reserved against on their books
and records; and (z) amount in the aggregate to less than $10,000.

     2.9 Absence of Changes.  To the best of their  knowledge and belief,  since
May 3, 2006, the Parties have conducted their  businesses in the ordinary course
and  there has not  been:  (i) any  Material  Adverse  Effect  on the  business,
financial condition, liabilities, or assets of the Parties or any development or
combination  of  developments  of which  management of the Parties has knowledge
which is  reasonably  likely  to  result  in such an  effect;  (ii) any  damage,
destruction,  or loss,  whether or not covered by  insurance,  having a Material

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Adverse Effect on the Parties;  (iii) any declaration,  setting aside or payment
of any dividend or other distribution (whether in cash, stock, or property) with
respect to the capital stock of the Parties;  (iv) any increase or change in the
compensation  or benefits  payable or to become payable by the Parties to any of
their employees,  except in the ordinary course of business consistent with past
practice;  (v) any sale,  lease,  assignment,  disposition,  or abandonment of a
material  amount of property of the Parties,  except in the  ordinary  course of
business; (vi) any increase or modification in any bonus, pension, insurance, or
other employee benefit plan,  payment,  or arrangement made to, for, or with any
of their  employees;  (vii) the  granting  of stock  options,  restricted  stock
awards,  stock  bonuses,  stock  appreciation  rights,  and similar equity based
awards; (viii) any resignation or termination of employment of any office of the
Parties;  and the Parties,  to the best of their  knowledge,  do not know of the
impending  resignation or termination of employment of any such office; (ix) any
merger or  consolidation  with another  entity,  or  acquisition  of assets from
another  entity  except  in the  ordinary  course of  business;  (x) any loan or
advance by the  Parties to any person or entity,  or  guaranty by the Parties of
any  loan or  advance;  (xi)  any  amendment  or  termination  of any  contract,
agreement,  or  license to which any of the  Parties  is a party,  except in the
ordinary course of business; (xii) any mortgage, pledge, or other encumbrance of
any asset of any of the  Parties;  (xiii)  any waiver or release of any right or
claim of the Parties, except in the ordinary course of business; (xiv) any write
off as uncollectible any note or account receivable or portion thereof;  or (xv)
any  agreement  by any of the Parties to do any of the things  described in this
Section 2.9.

     2.10 Patents and  Trademarks.  The Parties each have  sufficient  title and
ownership of all patents,  trademarks,  service marks, trade names,  copyrights,
trade secrets,  information,  proprietary  rights, and processes  (collectively,
"Intellectual Property") necessary for their businesses as now conducted without
any  conflict  with or  infringement  of the  rights  of  others.  There  are no
outstanding  options,  licenses,  or  agreements  of any  kind  relating  to the
Intellectual  Property,  nor are any of the  Parties  bound by or a party to any
options,  licenses,  or agreements of any kind with respect to the  Intellectual
Property of any other  person or entity.  None of the Parties has  received  any
communications  alleging  that  they  have  violated  or,  by  conducting  their
businesses as proposed,  would violate any of the  Intellectual  Property of any
other  person  or  entity.  None of the  Parties  are  aware  that  any of their
employees is obligated under any contract  (including  licenses,  covenants,  or
commitments  of any  nature) or other  agreement,  or  subject to any  judgment,
decree,  or order of any court or  administrative  agency,  that would interfere
with the use of his or her best efforts to promote the  interests of the Parties
or that would conflict with each of the Parties' respective business as proposed
to be conducted.  Neither the execution or delivery of this  Agreement,  nor the
carrying on of each of the  Parties'  respective  business  by their  respective
employees,  nor the  conduct  of each of the  Parties'  respective  business  as
proposed,  will, to the best of the Parties' knowledge,  conflict with or result
in a breach of the terms,  conditions or provisions  of, or constitute a default
under, any contract,  covenant,  or instrument under which any of such employees
is now obligated. None of the Parties believe that it is or will be necessary to
utilize any  inventions of any of its employees (or people it currently  intends
to hire) made prior to their employment by any of the Parties.

     2.11 Certain Agreements.  To the best of the Parties' knowledge and belief,
neither the execution and delivery of this Agreement nor the consummation of the
transactions  contemplated  hereby will:  (i) result in any payment  (including,
without limitation,  severance,  unemployment  compensation,  parachute payment,

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bonus,  or otherwise),  becoming due to any director,  employee,  or independent
contractor  of any of the Parties,  from any other Party under any  agreement or
otherwise;  (ii) materially  increase any benefits  otherwise  payable under any
agreement; or (iii) result in the acceleration of the time of payment or vesting
of any such benefits.

     2.12  Compliance  with  Other  Instruments.  To the  best  of the  Parties'
knowledge  and belief,  none of the Parties are in  violation  or default of any
provision of their respective  articles of  incorporation  or bylaws,  or of any
instrument, judgment, order, writ, decree, or contract to which they are a party
or by which they are bound, or, to the best of their knowledge, of any provision
of any federal or state statute,  rule, or regulation which may be applicable to
them.  The  execution,  delivery,  and  performance  of this  Agreement  and the
consummation of the transactions contemplated hereby will not result in any such
violation or be in conflict with or  constitute,  with or without the passage of
time  and  giving  of  notice,  either  a  default  under  any  such  provision,
instrument, judgment, order, writ, decree, or contract, or an event that results
in the creation of any lien, charge, or encumbrance upon any assets of any Party
or the  suspension,  revocation,  impairment,  forfeiture,  or nonrenewal of any
material permit,  license,  authorization,  or approval applicable to any Party,
its businesses, or operations, or any of its assets or properties.

     2.13 Employee  Benefit  Plans.  The Parties have no employee  benefit plans
(including  without  limitation all plans which  authorize the granting of stock
options, restricted stock, stock bonuses, or other equity based awards) covering
active,  former, or returned  employees,  other than as listed in the Disclosure
Schedules.

     2.14 Other Personal Property.  The books and records of each of the Parties
contain a complete and accurate  description,  and specify the location,  of all
trucks,  automobiles,  machinery,  equipment,  furniture,  supplies,  and  other
tangible  personal  property  owned  by,  in the  possession  of, or used by the
Parties  in  connection  with  their  businesses.  Except  as set  forth  in the
Disclosure  Schedules,  no personal  property  used by the Parties in connection
with their businesses is held under any lease,  security agreement,  conditional
sales contract, or other title retention or security arrangement.

     2.15 Properties and Liens. Except as reflected in the Financial  Statements
or as set forth in the Disclosure Schedules, and except for statutory mechanics'
and  material  men's  liens,  liens for current  taxes not yet  delinquent,  the
Parties own, free and clear of any liens,  claims,  charges,  options,  or other
encumbrances,  all of their tangible and intangible property, real and personal,
whether  or not  reflected  in the  Financial  Statements  (except  that sold or
disposed  of in  the  ordinary  course  of  business  since  the  date  of  such
statements)  and all such property  acquired since the date of such  statements.
All real  property  and  tangible  personal  property  of the Parties is in good
operating condition and repair, ordinary wear and tear excepted.

     2.16  Inventory.  In reliance upon their  respective  auditing  firms,  the
inventories  of the Parties shown on the Financial  Statements  and  inventories
acquired by them  subsequent  to the date of the  Financial  Statements  consist
solely of items of a quality  and  quantity  usable  and  salable  in the normal
course of business, with the exception of obsolete materials and materials below

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standard  quality,  all of which  have  been  written  down in the  books of the
Parties to net  realizable  market  value or have been  provided for by adequate
reserves.  Except  for  sales  made in the  ordinary  course  of  business,  all
inventory  is the  property  of the  Parties.  No items are  subject to security
interests,  except as set forth in the  Disclosure  Schedules.  The value of the
inventories has been determined on a first-in,  first-out basis  consistent with
prior years.

     2.17 Major  Contracts.  Except as  otherwise  disclosed  in the  Disclosure
Schedules, none of the Parties is a party or subject to:

     (a) Any union contract, or any employment contract or arrangement providing
for  future  compensation,  written  or  oral,  with  any  officer,  consultant,
director, or employee which is not terminable by the Party on 30 days' notice or
less  without   penalty  or  obligations  to  make  payments   related  to  such
termination;

     (b) Any joint venture contract, partnership agreement or arrangement or any
other  agreement  which has  involved  or is  expected  to  involve a sharing of
revenues  with  other  persons or a joint  development  of  products  with other
persons;

     (c) Any manufacture, production, distribution, sales, franchise, marketing,
or license agreement,  or arrangement by which products or services of the Party
are developed, sold, or distributed;

     (d) Any material  agreement,  license,  franchise,  permit,  indenture,  or
authorization which has not been terminated or performed in its entirety and not
renewed  which may be,  by its  terms,  accelerated,  terminated,  impaired,  or
adversely  affected  by  reason  of the  execution  of  this  Agreement,  or the
consummation of the transactions contemplated hereby or thereby;

     (e) Any material  agreement,  contract,  or  commitment  that  requires the
consent  of  another  person  for the  Party to  enter  into or  consummate  the
transactions contemplated by this Agreement;

     (f)  Except for  object  code  license  agreements  for any of the  Party's
executed in the ordinary course of business,  any  indemnification  by the Party
with respect to infringements of proprietary rights; or

     (g) Any contract  containing  covenants  purporting to materially limit the
Party's freedom to compete in any line of business in any geographic area.

     All  contracts,  plans,  arrangements,  agreements,  licenses,  franchises,
permits, indentures,  authorizations,  instruments, and other commitments of the
Parties  are  valid  and in full  force  and  effect  and to the  best of  their
knowledge,  neither the Parties themselves nor any other party thereto, breached
any material  provisions of, or is in default in any material  respect under the
terms thereof.

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     2.18 Questionable Payments. None of the Parties, nor to their knowledge any
director,  officer,  employee, or agent of any of the Parties, has: (i) made any
payment or provided services or other favors in the United States or any foreign
country  in order to  obtain  preferential  treatment  or  consideration  by any
Governmental  Entity with  respect to any aspect of the business of the Parties;
or (ii) made any political contributions that would not be lawful under the laws
of the United States, any foreign country or any jurisdiction  within the United
States or any foreign country.  None of the Parties,  nor to their knowledge any
director,  officer, employee, or agent of any of the Parties, has been or is the
subject of any  investigation by any Governmental  Entity in connection with any
such payment, provision of services, or contribution.

     2.19 Recent  Transactions.  None of the Parties, nor to their knowledge any
director, officer, employee, or agent of any of the Parties, is participating in
any  discussions  and do not  intend to engage in any  discussion:  (i) with any
representative of any corporation or corporations regarding the consolidation or
merger of any of the Parties with or into any such  corporation or corporations;
(ii) with any corporation, partnership, association, or other business entity or
any  individual  regarding  the  sale,  conveyance,  or  disposition  of  all or
substantially  all of the assets of the  Parties or a  transaction  or series of
related  transactions  in which more than 50% of the voting  power of any of the
Parties  is  disposed  of; or (iii)  regarding  any other  form of  acquisition,
liquidation, dissolution, or winding up of the Parties.

     2.20 Leases in Effect.  All real property  leases and subleases as to which
any of the Parties is a party and any amendments or modifications  thereof (each
a "Lease" and,  collectively,  the "Leases")are  valid, in full force and effect
and enforceable, and there are no existing defaults on the part of any Party and
no Party has  received  nor given  notice of  default or  claimed  default  with
respect to any Lease,  nor is there any event that with notice or lapse of time,
or both,  would  constitute  a  default  thereunder.  Except as set forth on the
Disclosure  Schedules,  no consent is required from any Party under any Lease in
connection  with  the  completion  of  the  transactions  contemplated  by  this
Agreement,  and none of the Parties have  received  notice that any party to any
Lease intends to cancel,  terminate,  or refuse to renew the same or to exercise
any option or other right  thereunder,  except where the failure to receive such
consent,  or where such cancellation,  termination,  or refusal would not have a
Material Adverse Effect on the Parties.

     2.21  Taxes.  Except as set forth  elsewhere  in this  Agreement  or in the
Disclosure Schedules:

     (a)  All  taxes,   assessments,   fees,  penalties,   interest,  and  other
governmental  charges  with  respect to the  Parties  which have  become due and
payable by April 15, 2006 have been paid in full or adequately  reserved against
by the Parties, and all taxes, assessments, fees, penalties, interest, and other
governmental  charges which have become due and payable  subsequent to April 15,
2006 have been paid in full or  adequately  reserved  against on their  books of
account and such books are  sufficient  for the  payment of all unpaid  federal,
state, local, foreign, and other taxes, fees, and assessments (including without
limitation,  income,  property,  sales, use, franchise,  capital stock,  excise,
added value,  employees' income withholding,  social security,  and unemployment
taxes),  and all interest and penalties thereon with respect to the periods then
ended and for all periods prior thereto;

                                       8
<PAGE>
     (b) There are no agreements,  waivers, or other arrangements  providing for
an  extension of time with respect to the  assessment  of any tax or  deficiency
against  the   Parties,   nor  are  there  any  actions,   suits,   proceedings,
investigations,  or claims now pending against the Parties in respect of any tax
or assessment,  or any matters under discussion with any federal,  state, local,
or foreign  authority  relating to any taxes or  assessments,  or any claims for
additional taxes or assessments asserted by any such authority; and

     (c) There are no liens for taxes upon the assets of the Parties  except for
taxes that are not yet payable.  The Parties have withheld all taxes required to
be withheld in respect of wages,  salaries, and other payments to all employees,
officers,  and directors and timely paid all such amounts withheld to the proper
taxing authority.

     2.22  Disputes  and  Litigation  Except  as  disclosed  in  the  Disclosure
Schedules,  there is no suit, claim, action,  litigation,  or proceeding pending
or, to the knowledge of the Parties,  threatened against or affecting any of the
Parties,  respectively,  or any of their  properties,  assets, or business or to
which any of the Parties is a party,  in any court or before any  arbitrator  of
any kind or before or by any  Governmental  Entity,  which  would,  if adversely
determined,  individually or in the aggregate, have a Material Adverse Effect on
the Parties, nor is there any judgment,  decree,  injunction,  rule, or order of
any Governmental  Entity or arbitrator  outstanding  against any of the Parties,
respectively,  and having, or which,  insofar as reasonably can be foreseen,  in
the future could have, any such effect.  To the knowledge of the Parties,  there
is no investigation  pending or threatened against any of the respective Parties
before any foreign, federal, state, municipal, or other governmental department,
commission,  board,  bureau,  agency,  instrumentality,  or  other  Governmental
Entity.

     2.23 Compliance with Laws. Except as set forth in the Disclosure Schedules,
to the best of their  knowledge and belief,  none of the Parties'  businesses is
being  conducted  in violation  of, or in a manner  which could cause  liability
under any applicable law, rule, or regulation, judgment, decree, or order of any
Governmental Entity, except for any violations or practices, which, individually
or in the aggregate, have not had and will not have a Material Adverse Effect on
the Parties. The Parties each have all franchises,  permits,  licenses,  and any
similar  authority  necessary  for the  conduct of their  business  as now being
conducted by them, the lack of which could  materially and adversely  affect the
business,  properties,  prospects,  or  financial  condition  of the Parties and
believes they can obtain, without undue burden or expense, any similar authority
for the conduct of their business as it is planned to be conducted.  To the best
of their respective  knowledge and belief, none of the Parties are in default in
any material respect under any of such franchises,  permits,  licenses, or other
similar authority.

     2.24  Related  Party  Transactions.  To the  best of  each of the  Parties'
knowledge and belief, no employee,  officer, or director of any Party nor member
of his or her immediate family is indebted to that Party or any other Party, nor
is any Party indebted (or committed to make loans or extend or guarantee credit)
to any of them.  To the  best of each of the  Parties'  knowledge,  none of such
persons has any direct or indirect ownership interest in any firm or corporation
with which any of the Parties is affiliated or with which any of the Parties has
a business  relationship,  or any firm or  corporation  that  competes  with the

                                       9
<PAGE>
Parties,  except  that  employees,  officers,  or  directors  of the Parties and
members of their immediate  families may own stock in publicly traded  companies
that may compete with the Parties. To the best knowledge of each of the Parties,
respectively,  no member of the  immediate  family of any officer or director of
any of the Parties is directly or indirectly interested in any material contract
with any of the Parties.

     2.25  Minute  Books.  The minute  books of the  Company  provided  to Buyer
contain a complete summary of all meetings of directors and  shareholders  since
the time of  incorporation  and  reflect  all  transactions  referred to in such
minutes accurately in all material respects.

     2.26 Disclosure.  No  representation or warranty made by any of the Parties
in this Agreement, nor any document, written information,  statement,  financial
statement,  certificate, or exhibit prepared and furnished or to be prepared and
furnished  by  the  Parties  or  their  representatives  pursuant  hereto  or in
connection  with the  transactions  contemplated  hereby,  when taken  together,
contains any untrue  statement of a material  fact, or omits to state a material
fact necessary to make the statements or facts  contained  herein or therein not
misleading in light of the circumstances under which they were furnished, to the
best of each of the Parties' knowledge and belief.

     2.27  Reliance.  The foregoing  representations  and warranties are made by
each Party with the knowledge and expectation that the other Parties are placing
reliance thereon.

                                    ARTICLE 3
                              CONDITIONS PRECEDENT

     3.1 Conditions to Each Party's Obligations.  The respective  obligations of
each Party  hereunder  shall be subject to the  satisfaction  prior to or at the
Closing of the following conditions:

     (a)  No  Restraints.  No  statute,  rule,  regulation,  order,  decree,  or
injunction  shall have been enacted,  entered,  promulgated,  or enforced by any
court  or  Governmental  Entity  of  competent  jurisdiction  which  enjoins  or
prohibits the consummation of this Agreement and shall be in effect.

     (b) Legal  Action.  There shall not be pending or threatened in writing any
action, proceeding, or other application before any court or Governmental Entity
challenging  or  seeking  to  restrain  or  prohibit  the  consummation  of  the
transactions  contemplated by this Agreement,  or seeking to obtain any material
damages.

     3.2 Conditions to Seller's Obligations.  The obligations of Seller shall be
subject  to the  satisfaction  prior  to or at  the  Closing  of  the  following
conditions unless waived by Seller:

     (a)  Representations  and  Warranties  of Buyer.  The  representations  and
warranties of Buyer set forth in this Agreement  shall be true and correct as of
the date of this Agreement and as of the Closing as though made on and as of the

                                       10
<PAGE>
Closing,  except:  (i) as otherwise  contemplated by this Agreement;  or (ii) in
respects  that do not have a Material  Adverse  Effect on the  Parties or on the
benefits of the transactions  provided for in this Agreement.  Seller shall have
received  a  certificate  signed on behalf  of Buyer by the  President  or Chief
Executive Officer of Buyer to such effect on the Closing.

     (b)  Performance of  Obligations  of Buyer.  Buyer shall have performed all
agreements  and  covenants  required to be performed by it under this  Agreement
prior to the Closing,  except for breaches  that do not have a Material  Adverse
Effect on the Parties or on the  benefits of the  transactions  provided  for in
this  Agreement.  Seller shall have received a  certificate  signed on behalf of
Buyer by the President or Chief Executive Officer of Buyer to such effect on the
Closing.

     3.3 Conditions to Buyer's  Obligations.  The  obligations of Buyer shall be
subject  to the  satisfaction  prior  to or at  the  Closing  of  the  following
conditions unless waived by Buyer:

     (a)  Representations  and  Warranties  of  Seller  and  the  Company.   The
representations  and  warranties  of Seller  and the  Company  set forth in this
Agreement  shall be true and correct as of the date of this  Agreement and as of
the Closing as though made on and as of the  Closing,  except:  (i) as otherwise
contemplated by this Agreement;  or (ii) in respects that do not have a Material
Adverse  Effect on the Parties or on the benefits of the  transactions  provided
for in this Agreement.  Buyer shall have received  certificates signed on behalf
of Seller and the Company by the  President or Chief  Executive  Officer of each
Seller and the Company to such effect on the Closing.

     (b)  Performance of  Obligations of Seller and the Company.  Seller and the
Company  shall have  performed  all  agreements  and  covenants  required  to be
performed by them under this Agreement prior to the Closing, except for breaches
that do not have a Material  Adverse Effect on the Parties or on the benefits of
the  transactions  provided  for in this  Agreement.  Buyer shall have  received
certificates  signed on behalf of Seller  and the  Company by the  President  or
Chief  Executive  Officer of each  Seller and the  Company to such effect on the
Closing.

     (c) Governmental  Approvals.  All Consents of Governmental Entities legally
required  by Seller and the Company for the  transactions  contemplated  by this
Agreement  shall have been filed,  occurred,  or been obtained,  other than such
Consents,  the  failure  of which to obtain  would not have a  Material  Adverse
Effect on the consummation of the transactions contemplated by this Agreement.

     (d)  Consents of Other  Third  Parties.  Seller and the Company  shall have
received and  delivered  to Buyer all  requisite  consents and  approvals of all
lenders,  lessors, and other third parties whose consent or approval is required
in order for Seller and the Company to consummate the transactions  contemplated
by this Agreement,  or in order to permit the continuation  after the Closing of
the business  activities of the Company in the manner such business is presently
carried on by it.  Buyer shall have  received  copies of any  necessary  written
consent(s) to this Agreement and the transactions contemplated herein.

                                       11
<PAGE>
     (e) Material  Adverse  Change.  Since the date hereof and through  Closing,
there shall not have occurred any change,  occurrence, or circumstance in Seller
or the  Company  having or  reasonably  likely to have,  individually  or in the
aggregate, in the reasonable judgment of Buyer, a Material Adverse Effect on the
Parties or on the transactions contemplated by this Agreement.

                                    ARTICLE 4
                        CLOSING AND DELIVERY OF DOCUMENTS

     4.1 Time and Place.  The closing of the  transactions  contemplated by this
Agreement  shall take place at the offices of Buyer,  located at 12224  Montague
Street, Pacoima,  California 91331, within sixty days (60) of the full execution
of this Agreement, granting the parties adequate time to satisfy all conditions,
and the delivery of all required documents.  The closing may occur at such other
time and place as the  Parties  mutually  agree upon  (which  time and place are
hereinafter referred to as the "Closing").

     4.2  Deliveries  by Seller.  At Closing,  Seller  shall make the  following
deliveries to Buyer:

     (a) A cancelled stock certificate  representing the Shares previously owned
by Seller as set forth in Section 1.1 above;

     (b) A certificate of good standing for each Seller if Seller is an entity;

     (c) A  certificate  executed by Seller  certifying  that:  (i) all Seller's
representations  and warranties under this Agreement are true as of the Closing,
as though each of those  representations  and  warranties  had been made on that
date; and (ii) Seller has performed all agreements and covenants  required to be
performed by it under this Agreement  prior to the Closing,  except for breaches
that do not have a Material  Adverse Effect on the Parties or on the benefits of
the transactions provided for in this Agreement; and

     (d)  Certified  resolutions  of the Board of Directors  of Seller,  in form
satisfactory to counsel for Buyer,  authorizing the execution and performance of
this Agreement.

     4.3  Deliveries  by the  Company.  At Closing,  the Company  shall make the
following deliveries to Buyer:

     (a) A  certificate  representing  the Shares that Buyer is acquiring as set
forth in Section 1.1 above;

     (b) A certificate of good standing for the Company;

     (c) A  certificate  executed by the Company  certifying  that:  (i) all the
Company's representations and warranties under this Agreement are true as of the
Closing, as though each of those representations and warranties had been made on
that date;  and (ii) the Company has  performed  all  agreements  and  covenants
required to be performed by it under this Agreement prior to the Closing, except

                                       12
<PAGE>
for breaches that do not have a Material Adverse Effect on the Parties or on the
benefits of the transactions provided for in this Agreement; and

     (d) Certified resolutions of the Board of Directors of the Company, in form
satisfactory to counsel for Buyer,  authorizing the execution and performance of
this Agreement;

     (e) The minute book and corporate records of the Company; and

     (f) The financial statements of the Company as required in Section 2.7.

     4.4  Deliveries  by Buyer.  At  Closing,  Buyer  shall  make the  following
deliveries to Seller:

     (a)  A  certificate   executed  by  Buyer   certifying  that:  (i)  Buyer's
representations  and warranties under this Agreement are true as of the Closing,
as though each of those  representations  and  warranties  had been made on that
date; and (ii) Buyer has performed all  agreements and covenants  required to be
performed by it under this Agreement  prior to the Closing,  except for breaches
that do not have a Material  Adverse Effect on the Parties or on the benefits of
the transactions provided for in this Agreement;

     (b) A certificate of good standing for Buyer; and

     (c)  Certified  resolutions  of the  Board  of  Directors  of Buyer in form
satisfactory to counsel for Seller, authorizing the execution and performance of
this Agreement.

                                    ARTICLE 5
                                 INDEMNIFICATION

     5.1 Seller and the Company's Indemnity Obligations.

     (a) Upon receipt of notice thereof,  Seller and the Company shall,  jointly
and  severally,  indemnify,  defend,  and hold  harmless  Buyer from any and all
claims, demands, liabilities, damages, deficiencies,  losses, obligations, costs
and expenses,  including attorney fees and any costs of investigation that Buyer
shall incur or suffer,  that arise, result from or relate to: (i) any breach of,
or failure by Seller or the  Company to perform,  any of their  representations,
warranties,  covenants,  or  agreements  in this  Agreement or in any  schedule,
certificate, exhibit, or other instrument furnished or to be furnished by Seller
and/or the Company under this  Agreement;  and (ii) the employment of any of the
Company's employees which is in violation of any law,  regulation,  or ordinance
of any Governmental Entity.

     (b) Buyer shall notify  promptly Seller and the Company of the existence of
any  claim,   demand,  or  other  matter  to  which  Seller  and  the  Company's
indemnification  obligations  would  apply,  and shall  give  them a  reasonable
opportunity  to defend the same at their own expense  and with  counsel of their
own  selection,  provided  that Seller shall at all times also have the right to
fully participate in the defense. If Seller and the Company, within a reasonable
time after this notice, fails to defend, Buyer shall have the right, but not the

                                       13
<PAGE>
obligation, to undertake the defense of, and, with the written consent of Seller
and the Company,  to  compromise  or settle the claim or other matter on behalf,
for the account, and at the risk, of Seller and the Company.

     5.2 Buyer's Indemnity Obligations.

     (a) Upon receipt of notice thereof, Buyer shall indemnify, defend, and hold
harmless   Seller  and/or  the  Company  from  any  and  all  claims,   demands,
liabilities,  damages, deficiencies,  losses, obligations,  costs, and expenses,
including  attorney fees and any costs of  investigation  that Seller and/or the
Company shall incur or suffer,  that arise,  result from or relate to any breach
of, or  failure  by Buyer to  perform  any of its  representations,  warranties,
covenants,  or  agreements in this  Agreement or in any  schedule,  certificate,
exhibit,  or other  instrument  furnished or to be furnished by Buyer under this
Agreement.

     (b) Seller and/or the Company shall notify  promptly Buyer of the existence
of  any  claim,  demand  or  other  matter  to  which  Buyer's   indemnification
obligations  would apply,  and shall give it a reasonable  opportunity to defend
the same at its own expense and with counsel of its own selection, provided that
Seller  and the  Company  shall  at all  times  also  have  the  right  to fully
participate  in the  defense.  If Buyer,  within a  reasonable  time  after this
notice,  fails to defend,  Seller and the Company shall have the right,  but not
the  obligation,  to undertake the defense of, and, with the written  consent of
Buyer,  to  compromise  or settle the claim or other  matter on behalf,  for the
account, and at the risk, of Buyer.

                                    ARTICLE 6
                          DEFAULT, AMENDMENT AND WAIVER

     6.1 Default.  Upon a breach or default  under this  Agreement by any of the
Parties (following the cure period provided herein),  the  non-defaulting  party
shall have all rights and remedies given hereunder or now or hereafter  existing
at law or in equity or by statute or otherwise.  Notwithstanding  the foregoing,
in the event of a breach or default by any Party hereto in the  observance or in
the timely  performance of any of its obligations  hereunder which is not waived
by the non-defaulting  Party, such defaulting Party shall have the right to cure
such default within 15 days after receipt of notice in writing of such breach or
default.

     6.2 Waiver and Amendment.  Any term, provision,  covenant,  representation,
warranty,  or condition of this  Agreement may be waived,  but only by a written
instrument signed by the party entitled to the benefits thereof.  The failure or
delay of any party at any time or times to require  performance of any provision
hereof or to exercise its rights with respect to any  provision  hereof shall in
no manner operate as a waiver of or affect such party's right at a later time to
enforce the same. No waiver by any party of any  condition,  or of the breach of
any term,  provision,  covenant,  representation,  or warranty contained in this
Agreement, in any one or more instances, shall be deemed to be or construed as a
further or  continuing  waiver of any such  condition or breach or waiver of any
other  condition  or of the  breach  of any  other  term,  provision,  covenant,
representation,  or warranty.  No  modification  or amendment of this  Agreement
shall be valid and  binding  unless it be in writing  and signed by all  Parties
hereto.

                                       14
<PAGE>
                                    ARTICLE 7
                                  MISCELLANEOUS

     7.1  Expenses.  Whether  or not the  transactions  contemplated  hereby are
consummated,  each of the  Parties  hereto  shall  bear all taxes of any  nature
(including,  without limitation,  income, franchise,  transfer, and sales taxes)
and all fees and expenses  relating to or arising from its  compliance  with the
various  provisions of this Agreement and such party's covenants to be performed
hereunder, and except as otherwise specifically provided for herein, each of the
Parties  hereto  agrees  to pay  all of its  own  expenses  (including,  without
limitation,  attorneys and accountants' fees, and printing expenses) incurred in
connection  with this  Agreement,  the  transactions  contemplated  hereby,  the
negotiations leading to the same and the preparations made for carrying the same
into effect,  and all such taxes, fees, and expenses of the Parties hereto shall
be paid prior to Closing.

     7.2 Notices. Any notice, request,  instruction,  or other document required
by the terms of this  Agreement,  or deemed by any of the  Parties  hereto to be
desirable,  to be given to any other party  hereto shall be in writing and shall
be given by personal  delivery,  overnight  delivery,  mailed by  registered  or
certified  mail,  postage  prepaid,  with return receipt  requested,  or sent by
facsimile transmission to the addresses of the Parties as follows:

          To Buyer:             American Soil Technologies, Inc.
                                Attn: Carl Ranno, President
                                12224 Montague Street
                                Pacoima, CA 91331
                                Fax: (818) 899-4670

          To the Company:       Smart World Organics, Inc.
                                Attn: Ray Nielsen, President, CEO
                                18744 Titus Road
                                Hudson, FL 34667

          To Seller:            SEE EXHIBIT A

          With a copy to:       Oswald & Yap
                                Attn: Lynne Bolduc, Esq.
                                16148 Sand Canyon Avenue
                                Irvine, CA 92618
                                Fax: (949) 788-8980

The persons and  addresses set forth above may be changed from time to time by a
notice sent as aforesaid.  If notice is given by personal  delivery or overnight
delivery in accordance with the provisions of this Section, such notice shall be
conclusively  deemed  given at the time of such  delivery  provided a receipt is
obtained from the recipient.  If notice is given by mail in accordance  with the
provisions of this Section,  such notice shall be conclusively deemed given upon
receipt and delivery or refusal. If notice is given by facsimile transmission in
accordance   with  the  provisions  of  this  Section,   such  notice  shall  be
conclusively  deemed given at the time of delivery if during  business hours and

                                       15
<PAGE>
if not during business hours, at the next business day after delivery,  provided
a confirmation is obtained by the sender.

     7.3 Entire  Agreement.  This  Agreement,  together  with the  Schedule  and
Exhibits  hereto,  sets  forth the entire  agreement  and  understanding  of the
Parties  hereto  with  respect  to the  transactions  contemplated  hereby,  and
supersedes all prior agreements,  arrangements and understandings related to the
subject matter  hereof.  No  understanding,  promise,  inducement,  statement of
intention,  representation,  warranty,  covenant, or condition, written or oral,
express or implied,  whether by statute or otherwise, has been made by any party
hereto which is not embodied in this Agreement,  or in the schedules or exhibits
hereto or the written  statements,  certificates,  or other documents  delivered
pursuant hereto or in connection with the transactions  contemplated hereby, and
no party  hereto  shall be bound by or  liable  for any  alleged  understanding,
promise, inducement, statement, representation, warranty, covenant, or condition
not so set forth.

     7.4  Survival  of  Representations.   All  statements  of  fact  (including
financial   statements)   contained  in  the   Schedules,   the  exhibits,   the
certificates,  or any other instrument  delivered by or on behalf of the Parties
hereto,  or in connection with the transactions  contemplated  hereby,  shall be
deemed  representations  and warranties by the respective party  hereunder.  All
representations,  warranties,  agreements, and covenants hereunder shall survive
the Closing and remain effective regardless of any investigation or audit at any
time made by or on behalf of the Parties or of any  information a party may have
in respect hereto.  Consummation of the transactions  contemplated  hereby shall
not be deemed or  construed  to be a waiver of any right or remedy  possessed by
any party hereto,  notwithstanding  that such party knew or should have known at
the time of Closing that such right or remedy existed.

     7.5 Incorporated by Reference. The recitals,  schedules,  exhibits, and all
documents (including, without limitation, all financial statements) delivered as
part hereof or incident  hereto are  incorporated as a part of this Agreement by
reference.

     7.6 Remedies  Cumulative.  No remedy herein  conferred  upon the Parties is
intended  to be  exclusive  of any other  remedy and each and every such  remedy
shall be  cumulative  and  shall be in  addition  to every  other  remedy  given
hereunder  or now or  hereafter  existing  at law or in equity or by  statute or
otherwise.

     7.7  Execution  of  Additional  Documents.  Each Party  hereto  shall make,
execute, acknowledge, and deliver such other instruments and documents, and take
all such other actions as may be reasonably  required in order to effectuate the
purposes of this  Agreement  and to  consummate  the  transactions  contemplated
hereby.

     7.8 Costs and Fees. Each of the Parties hereto is responsible for their own
costs  and  fees  incurred  with  respect  to  this  Agreement  or to any of the
transactions contemplated hereby.

     7.9 Choice of Law. This  Agreement and the rights of the parties  hereunder
shall be governed by and construed in  accordance  with the laws of the State of

                                       16
<PAGE>
California  including all matters of construction,  validity,  performance,  and
enforcement and without giving effect to the principles of conflict of laws.

     7.10 Jurisdiction.  The parties submit to the jurisdiction of the Courts of
the County of Orange,  State of California  or a Federal Court  empaneled in the
State of California for the  resolution of all legal disputes  arising under the
terms of this Agreement.

     7.11  Attorneys'  Fees. In the event any Party hereto shall  commence legal
proceedings  against the other to enforce the terms hereof, or to declare rights
hereunder,  as the  result  of a breach of any  covenant  or  condition  of this
Agreement,  the  prevailing  party in any such  proceeding  shall be entitled to
recover from the losing party its costs of suit, including reasonable attorneys'
fees, as may be fixed by the court.

     7.12  Binding  Effect and  Assignment.  This  Agreement  shall inure to the
benefit of and be binding upon the Parties  hereto and their  respective  heirs,
executors, administrators, legal representatives, and assigns.

     7.12  Counterparts;  Facsimile  Signatures.  This Agreement may be executed
simultaneously  in one or more  counterparts,  each of which  shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.  The Parties agree that facsimile signatures of this Agreement shall
be deemed a valid and binding execution of this Agreement.

     7.14 Conflict Waiver.  Seller hereby  acknowledges  that Oswald & Yap ("the
Firm")  represents  the Buyer with various  legal matters and does not represent
the Seller in connection with this Agreement or the contemplated transaction nor
in any other respect. Seller further acknowledges that the Firm has drafted this
Agreement.  Seller has been given the  opportunity  to consult  with  counsel of
their choice  regarding their rights under this Agreement.  Seller hereby waives
any action it may have against the Firm regarding such conflict of interest.



                      (SIGNATURE PAGE IMMEDIATELY FOLLOWS)

                                       17
<PAGE>
     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement,  as of
the date first written hereinabove.

BUYER:                                  THE COMPANY:

AMERICAN SOIL TECHNOLOGIES, INC.,       SMART WORLD ORGANICS, INC.,
a Nevada corporation                    a Florida corporation


/s/ Carl P. Ranno                       /s/ Ray Nielsen
---------------------------------       ---------------------------------
By: Carl Ranno                          By: Ray Nielsen
Its: President                          Its: President/CEO

SELLER:


/s/ Ray Nielsen                         /s/ Cheryl Nielsen
---------------------------------       ---------------------------------
BY: Ray Nielsen                         BY: Cheryl Nielsen


---------------------------------       ---------------------------------
BY: Ron Whorf                           BY: Ixa Azar


---------------------------------       ---------------------------------
BY: Jim Hutchinson                      By: Lois Krueger


---------------------------------
BY: Cathy Cooley

                                       18
<PAGE>
                                    EXHIBIT A

                   SHAREHOLDERS OF SMART WORLD ORGANICS, INC.


Name and Address                               Number of Shares Held
----------------                               ---------------------
Ray and Cheryl Nielsen
6252 Commercial Way, Box 119                           74.5
Weeki Wachi, FL 34613

Ron Whorf
7320 Otter Creek Drive                                  8.5
New Port Richey, FL 34655

Ixa Azar
7100 Sunshine Skyway Lane S., Suite 902                10
St. Petersburg, FL 33711

Lois Krueger
4036 Shoal Lane Blvd.                                   3.5
Hernando Beach, FL 34607

Jim Hutchinson
12327 Fuller Street                                     2.5
Spring Hill, FL 34608

Cathy Cooley
17740 Galveston Street                                  1
Spring Hill, FL 34610

                                      ---------------------
                                      TOTAL           100

                                       19
<PAGE>
                                    EXHIBIT B

              AMERICAN SOIL TECHNOLOGIES, INC. DISCLOSURE SCHEDULE

The items set forth below are exceptions to the  representations  and warranties
of American Soil Technologies,  Inc. (the "Buyer") set forth in Section 2 of the
Agreement.  Any  matter  set forth  herein as an  exception  to a section of the
Agreement  shall be deemed to  constitute  an exception to all other  applicable
sections of the Agreement.  Capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Agreement.

Section       Exception



                                       20
<PAGE>
                                    EXHIBIT C

                 SMART WORLD ORGANICS, INC. DISCLOSURE SCHEDULE

The items set forth below are exceptions to the  representations  and warranties
of Smart World  Organics,  Inc.  (the  "Company")  set forth in Section 2 of the
Agreement.  Any  matter  set forth  herein as an  exception  to a section of the
Agreement  shall be deemed to  constitute  an exception to all other  applicable
sections of the Agreement.  Capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Agreement.

Section       Exception





                                       21
<PAGE>
                                    EXHIBIT D

           SMART WORLD ORGANICS, INC. SHAREHOLDERS DISCLOSURE SCHEDULE

     The  items  set  forth  below are  exceptions  to the  representations  and
warranties of the shareholders of Smart World Organics,  Inc. (the "Seller") set
forth in Section 2 of the Agreement. Any matter set forth herein as an exception
to a section of the Agreement  shall be deemed to constitute an exception to all
other  applicable  sections of the  Agreement.  Capitalized  terms not otherwise
defined herein shall have the meaning ascribed to them in the Agreement.

Section       Exception




                                       22