Exhibit 10.2

                          PLACEMENT AGENT AND ADVISORY
                               SERVICES AGREEMENT

This Placement Agent and Advisory Services  Agreement (this "Agreement") is made
as of  May  8,  2007  (the  "Effective  Date"),  by and  between  American  Soil
Technologies,  Inc., a Nevada corporation  (together with its subsidiaries,  the
"Company"),  and Monarch Bay  Associates,  LLC, a California  limited  liability
company ("MBA"). MBA and the Company agree as follows:

1.  ENGAGEMENT OF MBA: The Company  hereby  engages MBA, and MBA hereby  accepts
such engagement, to act as:

     (a)  the Company's placement agent on a non-exclusive basis with respect to
          finding  investors (the  "Investors") for an offering of the Company's
          capital  stock  in  a   transaction   or   transactions   exempt  from
          registration  under the  Securities  Act of 1933,  as amended,  and in
          compliance   with  the   applicable   laws  and   regulations  of  any
          jurisdiction  in which  securities  are sold under this  Agreement  (a
          "Private Placement"); and

     (b)  the Company's  advisor,  on a non-exclusive  basis, in identifying and
          introducing  prospective  parties  to an  acquisition,  merger,  joint
          venture or any other similar transaction or relationship,  directly or
          indirectly, involving the Company (a "Transaction").

     The Company acknowledges and agrees that MBA's obligations hereunder are on
     a  reasonable  best  efforts  basis  only and that  the  execution  of this
     Agreement  does  not  constitute  a  commitment  by  MBA  to  purchase  the
     securities and does not ensure the  successful  placement of the securities
     or any portion  thereof or the success of MBA with  respect to securing any
     other  financing or a  Transaction  on behalf of the Company.  MBA will act
     solely  as a broker  with  respect  to  identifying  and  negotiating  with
     potential  investors  in  securities  that  may be  issued  in the  Private
     Placement and potential  parties to a  Transaction.  MBA will not act as an
     underwriter in any Private Placement or Transaction.

2.   MBA'S  COMPENSATION:  The  Company  hereby  agrees  to pay MBA fees in such
     amount  and upon  such  terms  and  conditions  contained  herein  upon the
     successful completion of a Private Placement as follows:

     (a)  Success  Fees.  The Company  will pay MBA a Success  Fee, as described
          below, when the Company closes on a Private Placement or a Transaction
          during the Term (as hereinafter defined) of this Agreement or during a
          one-year period thereafter, so long as any purchasers of the Company's
          capital  stock or  parties  to a  Transaction  were  identified  by or
          introduced  to the Company by MBA (or are  affiliates of any person so
          identified or introduced).

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Computation and Payment of Success Fees.

(i) PRIVATE PLACEMENTS.  For each Private Placement, the Success Fee will be (x)
a cash  fee  equal to 9% of  gross  proceeds  raised  in the  Private  Placement
(including,  without limitation, upon exercise of any warrants issued in Private
Placement)  and (y) warrants  (the "MBA  Warrants")  to purchase 9% of the total
number of shares of common stock issued and issuable by the Company to Investors
under  and  in  connection  with  the  Private  Placement,   including  (without
limitation)  shares  issuable upon conversion or exercise of the securities sold
in the Private  Placement,  at an exercise  price equal to the purchase price of
the common stock sold in the Private  Placement or, in the event that securities
convertible into common stock are sold in the Private Placement,  the conversion
price of such securities.

The cash  portion of the Success Fee will be due and payable upon the closing of
each  Private  Placement  and will be  payable  directly  to MBA from the escrow
established  for such  closing or in such other manner as may be  acceptable  to
MBA.

MBA  Warrants  will have a five year term (or such longer term as is provided in
any  warrants  issued in the Private  Placement)  and will  provide for cashless
exercise  (even if the  Investors do not have such a right).  MBA Warrants  will
have the benefit of full ratchet  anti-dilution  protection against issuances of
securities  at prices (or with  conversion  or exercise  prices,  in the case of
convertible securities, warrants, options or rights) below the exercise price of
MBA  Warrants.  MBA  Warrants  will not be  callable or  redeemable.  The shares
underlying  MBA Warrants  will be included in the first  registration  statement
filed by the Company covering the securities issued in the Private Placement (or
securities  issuable upon conversion or exercise thereof).  MBA Warrants will be
transferable within MBA's organization,  at MBA's discretion.  MBA Warrants will
contain such other terms and  conditions no less  favorable to MBA than the term
and conditions of any warrants issued to the Investors in the Private Placement.

(ii)  TRANSACTIONS.  For each  Transaction,  the  Success Fee will be a cash fee
equal to 3% of the Total  Consideration  (as defined below) with respect to such
Transaction.  As used herein.  "Total  Consideration" means, with respect to any
Transaction,  the total value of all cash, securities, or other property paid or
received, directly or indirectly, by the Company or its owners (at closing or in
the future) in connection with such Transaction,  including (without limitation)
in respect of (i) the assumption (by contract, operation of law or otherwise) of
any indebtedness or (ii) consulting, non-compete or similar agreements.

The Success Fee will be due and payable upon the closing of each Transaction and
will be payable directly to MBA from the escrow  established for such closing or
in such other manner as may be acceptable  to MBA;  provided that in the case of

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any installment or contingent  payment made in respect of the  Transaction,  the
Success Fee in respect of such  installment  or contingent  payment shall be due
and payable on the date such payment is made.

3.   CERTAIN MATTERS RELATING TO MBA'S DUTIES:

     (a)  MBA shall (i) assist the  Company in the  preparation  of  information
          documents  to be  shared  with  potential  Investors  and  parties  to
          Transactions (ii) identify and screen potential  Investors and parties
          to Transactions, and (iii) perform other related duties.

     (b)  MBA  shall  perform  its  duties  under  this  Agreement  in a  manner
          consistent  with the  instructions  of the Company.  Such  performance
          shall  include the delivery of  information  to  potential  interested
          parties,  conducting  due  diligence,  and  leading  discussions  with
          potential Investors and parties to Transactions.

     (c)  MBA  shall  not  engage  in  any  form  of  general   solicitation  or
          advertising  in  performing  its  duties  under this  Agreement.  This
          prohibition  includes,  but is not limited to, any mass  mailing,  any
          advertisement,  article or notice published in any magazine, newspaper
          or newsletter and any seminar or meeting where the attendees have been
          invited by any mass mailing, general solicitation or advertising.

     (d)  MBA is and will hereafter act as an independent  contractor and not as
          an employee of the  Company  and  nothing in this  Agreement  shall be
          interpreted or construed to create any employment,  partnership, joint
          venture, or other relationship  between MBA and the Company.  MBA will
          not hold  itself out as having,  and will not state to any person that
          MBA  has,  any  relationship   with  the  Company  other  than  as  an
          independent  contractor.  MBA shall  have no right or power to find or
          create any liability or  obligation  for or in the name of the Company
          or to sign any documents on behalf of the Company.

4. CERTAIN MATTERS RELATING TO COMPANY'S DUTIES:

     (a)  The Company shall promptly  provide MBA with all relevant  information
          about the Company (to the extent  available to the Company in the case
          of parties other than the Company) that shall be reasonably  requested
          or required by MBA, which  information  shall be complete and accurate
          in all material respects at the time furnished.

     (b)  The Company  recognizes that in order for MBA to perform  properly its
          obligations  in a  professional  manner,  it is necessary  that MBA be
          informed of and, to the extent  practicable,  participate  in meetings

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          and  discussions  between the Company and any third party,  including,
          without  limitation,   any  prospective  purchaser  of  the  Company's
          securities,  relating  to the  matters  covered  by the terms of MBA's
          engagement.

     (c)  The  Company  agrees  that any  report or  opinion,  oral or  written,
          delivered to it by MBA is prepared solely for its confidential use and
          shall not be  reproduced,  summarized,  or  referred  to in any public
          document or given or otherwise  divulged to any other  person  without
          MBA's prior written  consent,  except as may be required by applicable
          law or regulation.

     (d)  The Company represents and warrants that: (i) it has full right, power
          and  authority to enter into this  Agreement and to perform all of its
          obligations  hereunder;  (ii) this Agreement has been duly  authorized
          and executed by and  constitutes a valid and binding  agreement of the
          Company  enforceable  in  accordance  with its  terms;  and  (iii) the
          execution and delivery of this Agreement and the  consummation  of the
          transactions  contemplated  hereby do not conflict with or result in a
          breach of the  Company's  certificate  of  incorporation  or  by-laws.
          Further, this Agreement and the transactions contemplated herein shall
          not  conflict  with or result in the breach of any  agreement to which
          the  Company  is a party  at the time  the  transactions  contemplated
          herein are consummated.

5.   TERM;  TERMINATION OF AGREEMENT.  The term of this Agreement shall commence
     on  the  Effective  Date  and  shall  expire  180  days  thereafter  unless
     terminated  earlier  pursuant to the terms of this  paragraph (the "Term").
     Either  party may  terminate  this  Agreement  prior to its  expiration  by
     notifying the other party in writing.  Notwithstanding  the foregoing,  all
     provisions  of this  Agreement  (including  Exhibit  A hereto)  other  than
     Sections 1, 3 and 4 (a) and (b) shall survive the termination or expiration
     of this Agreement.  MBA shall be entitled to  compensation  under Section 2
     (and payment for  non-accountable  expenses  under Section 12) based on the
     completion of a Private Placement or a Transaction prior to the termination
     or  expiration  of this  Agreement or during the period one year  following
     termination so long as any Investors or party to a Transaction, as the case
     may be, (or any affiliate of any such person or entity) were  identified by
     or introduced to the Company by MBA. MBA will provide to the Company within
     ten business days after the  expiration or  termination of this Agreement a
     list of all persons or entities  identified by or introduced to the Company
     by MBA pursuant to this Agreement (the  "Introduction  List").  Within five
     business  day  following  the  delivery  of the  Introduction  List  to the
     Company, the Company will provide MBA with written notice of any objections
     to the inclusion of any person or entity in the Introduction List and state
     the basis for each  objection  in  reasonable  detail.  The  inclusion of a
     person or entity in the  Introduction  List shall be deemed  conclusive  in
     making  a later  determination  as to  whether  a  Success  Fee is  payable
     hereunder,  unless  the  Company  shall  have  made  a  timely  and  proper
     objection.  The parties will  cooperate to resolve the status of any person
     or entity as to which  the  Company  shall  have made a timely  and  proper
     objection.

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     Except as otherwise  specifically  provided for herein,  the Company  shall
     have no liability to MBA should the Company  terminate this Agreement prior
     to the completion of a Private Placement or a Transaction.

6.   INDEMNIFICATION.  The  indemnification  provisions  set forth in  Exhibit A
     hereto are incorporated by reference and are a part of this Agreement.

7.   NOTICES.  Any notice,  consent,  authorization or other communication to be
     given  hereunder  shall be in  writing  and shall be deemed  duly given and
     received when  delivered  personally,  when  transmitted  by fax during the
     normal  business hours of the party receiving such notice so long a copy of
     that notice is also send by certified mail, return receipt requested at the
     time it is  transmitted  by fax,  five  business days after being mailed by
     certified  mail,  return receipt  requested or one business day after being
     sent by a nationally  recognized  overnight  delivery service,  charges and
     postage prepaid, properly addressed to the party to receive such notice, at
     the  following  address  or fax  number  for such  party (or at such  other
     address or fax number as shall hereafter be specified by such party by like
     notice):

                  (a) If to the Company, to:

                      Carl Ranno
                      12224 Montague Street
                      Pacoima, CA 91331
                      Telephone Number: (602) 493-0369
                      Fax Number:
                      E-mail: carlranno@cox.net

                  (b) If to MBA, to:

                      David   Walters,   Managing   Director
                      Monarch Bay Associates, LLC
                      30950 Rancho Viejo Rd #120
                      San Juan Capistrano, California 92675
                      Telephone Number:(949) 260-0150
                      Fax Number: (815) 301-8756
                      E-mail:

8.   COMPANY TO CONTROL  TRANSACTIONS.  The terms and conditions under which the
     Company would enter into a Private  Placement or a Transaction  shall be at
     the  sole  discretion  of the  Company.  Nothing  in this  Agreement  shall
     obligate  the  Company to  actually  consummate  a Private  Placement  or a
     Transaction.  The Company may terminate any  negotiations or discussions at
     any time and reserves the right not to proceed with a Private  Placement or
     a Transaction.

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9.   CONFIDENTIALITY OF COMPANY INFORMATION.  MBA, and its officers,  directors,
     employees  and agents  shall  maintain in strict  confidence  and not copy,
     disclose or transfer to any other party (1) all  confidential  business and
     financial information  regarding the Company and its affiliates,  including
     without limitation,  projections,  business plans, marketing plans, product
     development plans, pricing, costs, customer,  vendor and supplier lists and
     identification,  channels of distribution,  and terms of  identification of
     proposed or actual  contracts  and (2) all  confidential  technology of the
     Company.  In  furtherance  of the  foregoing,  MBA agrees that it shall not
     transfer, transmit, distribute, download or communicate, in any electronic,
     digitized or other form or media, any of the confidential technology of the
     Company.  The  foregoing is not  intended to preclude  MBA from  utilizing,
     subject  to the  terms  and  conditions  of  this  Agreement,  the  Private
     Placement  or  Offering  Memorandum  and/or  other  documents  prepared  or
     approved by the  Company.  Further,  the Company  must  approve the Private
     Placement  or Offering  Memorandum,  being  prepared  by MBA,  before it is
     mailed to prospective Investors or parties to a Transaction.

     All communications  regarding any possible  transactions,  requests for due
     diligence  or other  information,  requests  for  facility  tours,  product
     demonstrations or management meetings, will be submitted or directed to the
     Company, and MBA shall not contact any employees,  customers,  suppliers or
     contractors of the Company or its affiliates  without  express  permission.
     Nothing in this Agreement  shall  constitute a grant of authority to MBA or
     any  representatives  thereof  to remove,  examine  or copy any  particular
     document or types of  information  regarding  the Company,  and the Company
     shall retain control over the particular documents or items to be provided,
     examined  or  copied.  If a  Private  Placement  or a  Transaction  is  not
     consummated,  or if at any  time  the  Company  so  requests,  MBA  and its
     representatives  will  return to the  Company  all  copies  of  information
     regarding the Company in their possession.

     The  provisions  of this  Section  shall  survive any  termination  of this
     Agreement.

10.  PRESS  RELEASES,  ETC.  The Company  shall  control  all press  releases or
     announcements  to the  public,  the  media or the  industry  regarding  any
     Private  Placement,  Transaction  or business  relationship  involving  the
     Company  or its  affiliates.  Except  for  communication  to  Investors  in
     furtherance  of this  Agreement,  MBA  will  not  disclose  the  fact  that
     discussions or negotiations  are taking place concerning a possible Private
     Placement or a Transaction  involving  the Company,  or the status or terms
     and conditions thereof.

11.  DUE DILIGENCE:  Neither the Company, nor any of its directors,  officers or
     stockholders,  should,  in any way rely on MBA to perform any due diligence
     with respect to the Company. It is expressly understood and agreed that the
     Investors  and  parties  to any  Transaction  will  conduct  their  own due
     diligence on the Company and the opportunity.

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12.  EXPENSES,  ETC. The Company will pay to MBA a  non-accountable  expense fee
     equal  to 2% of  gross  proceeds  raised  in each  Private  Placement  (the
     "Non-Accountable  Fee"),  which will be used to pay MBA's  travel and other
     expenses.  The Non-Accountable Fee will be paid in the same time and manner
     as the  Success  Fee.  The Company  will pay all other  costs and  expenses
     incident  to the  issuance,  offer,  sale  and  delivery  of  each  Private
     Placement and  Transaction,  including but are not limited to ""legal fees,
     printing costs, travel costs,  mailing,  couriers,  and personal background
     checks.

13.  COMPLIANCE  WITH LAWS.  MBA  represents  and warrants that it shall conduct
     itself in compliance with applicable federal and state laws. MBA represents
     that it is not a party to any other Agreement, which would conflict with or
     interfere with the terms and conditions of this Agreement.

14.  ASSIGNMENT PERMISSABLE.  MBA reserves the right to assign a portion of this
     Agreement to one or more sub-agents  with respect to any Private  Placement
     or Transaction,  subject to the prior written  consent of the Company.  Any
     approved  sub-agent  shall  be paid a  portion  of  Success  Fees as may be
     determined  by MBA.  The Company  does  acknowledge  that MBA may pay other
     consultants  or agents in  connection  with the  Private  Placement(s)  and
     Transaction(s).

15.  AMENDMENTS.  Neither  party may amend this  Agreement or rescind any of its
     existing provisions without the prior written consent of the other party.

16.  GOVERNING LAW;  JURISDICTION.  This Agreement  shall be deemed to have been
     made in the State of California and shall be construed,  and the rights and
     liabilities  determined,  in  accordance  with  the  law  of the  State  of
     California,  without  regard  to  the  conflicts  of  laws  rules  of  such
     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.  Any  controversy  or claim  relating  to or
     arising from this Agreement (an  "Arbitrable  Dispute") shall be settled by
     arbitration  in accordance  with the  Commercial  Arbitration  Rules of the
     American Arbitration  Association (the "AAA") as such rules may be modified
     herein or as otherwise agreed by the parties in controversy.  The forum for
     arbitration shall be Orange County, California.  Following thirty (30) days
     notice by any party of  intention  to invoke  arbitration,  any  Arbitrable
     Dispute arising under this Agreement and not mutually  resolved within such
     thirty (30) day period  shall be  determined  by a single  arbitrator  upon
     which the parties agree.

17.  WAIVER.  Neither MBA's nor the Company's failure to insist at any time upon
     strict compliance with this Agreement or any of its terms nor any continued
     course of such conduct on their part shall  constitute  or be  considered a
     waiver  by  MBA or  the  Company  of any  of  their  respective  rights  or
     privileges under this Agreement.

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18.  SEVERABILITY. If any provision herein is or should become inconsistent with
     any present or future law, rule or  regulation of any sovereign  government
     or  regulatory  body having  jurisdiction  over the subject  matter of this
     Agreement,  such  provision  shall be deemed to be rescinded or modified in
     accordance with such law, rule or regulation.  In all other respects,  this
     Agreement shall continue to remain in full force and effect.

19.  COUNTERPARTS.  This Agreement may be executed in two or more  counterparts,
     each of which shall be deemed an original,  and will become  effective  and
     binding upon the parties at such time as all of the signatories hereto have
     signed a counterpart of this Agreement.  All counterparts so executed shall
     constitute   one   Agreement   binding  on  all  of  the  parties   hereto,
     notwithstanding  that  all of the  parties  are not  signatory  to the same
     counterpart.  Each of the parties hereto shall sign a sufficient  number of
     counterparts  so that each party will receive a fully executed  original of
     this Agreement.

20.  ENTIRE  AGREEMENT.   This  Agreement   (together  with  Exhibit  A  hereto)
     constitutes  the entire  agreement  between  the  Company and MBA. No other
     agreements,  covenants,  representations or warranties, express or implied,
     oral or  written,  have been made by any  party  hereto to any other  party
     concerning  the  subject  matter  hereof.  All  prior  and  contemporaneous
     conversations,    negotiations,    possible    and   alleged    agreements,
     representations,  covenants and  warranties  concerning  the subject matter
     hereof are merged herein and shall be of no further force or effect.

                                MONARCH BAY ASSOCIATES, LLC ("MBA")


                                By: /s/ David Walters
                                   ---------------------------------------------
                                       David Walters
                                Title: Managing Director


                                AMERICAN SOIL TECHNOLOGIES, INC. (the "Company")


                                By: /s/ Carl Ranno
                                   ---------------------------------------------
                                       Carl Ranno
                                Title: Chief Executive Officer

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                                    EXHIBIT A

AS TO MBA

                                 INDEMNIFICATION

     The Company  agrees that it shall  indemnify  and hold  harmless,  MBA, its
stockholders,  members directors,  officers,  employees,  agents, affiliates and
controlling  persons within the meaning of Section 20 of the Securities Exchange
Act of 1934 and Section 15 of the Securities  Act of 1933,  each as amended (any
and all of whom are referred to as an "Indemnified Party"), from and against any
and all losses, claims,  damages,  liabilities,  or expenses, and all actions in
respect  thereof  (including,  but not limited  to, all legal or other  expenses
reasonably   incurred  by  an   Indemnified   Party  in   connection   with  the
investigation,  preparation,  defense  or  settlement  of any  claim,  action or
proceeding,  whether  or  not  resulting  in  any  liability),  incurred  by  an
Indemnified  Party with respect to,  caused by, or otherwise  arising out of any
transaction  contemplated  by this  Agreement or MBA's  performing  the services
contemplated hereunder; provided, however, the Company will not be liable to the
extent,  and only to the extent,  that any loss,  claim,  damage,  liability  or
expense is finally  judicially  determined to have resulted primarily from MBA's
gross negligence or bad faith in performing such services.

     If the indemnification  provided for herein is conclusively  determined (by
an  entry  of  final  judgment  by a court  of  competent  jurisdiction  and the
expiration  of the time or denial of the right to appeal) to be  unavailable  or
insufficient  to hold any  Indemnified  Party harmless in respect to any losses,
claims,  damages,  liabilities or expenses referred to herein,  then the Company
shall  contribute  to the amounts paid or payable by such  Indemnified  Party in
such proportion as is appropriate and equitable under all  circumstances  taking
into account the relative  benefits  received by the Company on the one hand and
MBA on the  other,  from the  transaction  or  proposed  transaction  under  the
Agreement or, if allocation on that basis is not permitted under applicable law,
in such  proportion as is appropriate to reflect not only the relative  benefits
received  by the  Company  on the one  hand and MBA on the  other,  but also the
relative fault of the Company and MBA; provided,  however, in no event shall the
aggregate  contribution of MBA and/or any Indemnified  Party be in excess of the
net compensation actually received by MBA and/or such Indemnified Party pursuant
to this Agreement.

     The Company  shall not settle or  compromise or consent to the entry of any
judgment in or otherwise  seek to terminate  any pending or  threatened  action,
claim,  suit or proceeding in which any Indemnified Party is or could be a party
and as to which  indemnification  or contribution could have been sought by such
Indemnified  Party hereunder  (whether or not such Indemnified  Party is a party
thereto),  unless such consent or termination includes an express  unconditional
release of such Indemnified Party, reasonably satisfactory in form and substance
to such Indemnified  Party,  from all losses,  claims,  damages,  liabilities or
expenses arising out of such action, claim, suit or proceeding.

     In the event any Indemnified Party shall incur any expenses covered by this
Exhibit A, the Company shall  reimburse the  Indemnified  Party for such covered
expenses  within ten (10) business days of the Indemnified  Party's  delivery to
the Company of an invoice therefor,  with receipts attached.  Such obligation of
the Company to so advance funds may be conditioned upon the Company's receipt of
a written  undertaking  from the Indemnified  Party to repay such amounts within

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ten business days after a final, non-appealable judicial determination that such
Indemnified Party was not entitled to indemnification hereunder.

     The foregoing  indemnification and contribution  provisions are not in lieu
of,  but in  addition  to, any rights  which any  Indemnified  Party may have at
common law  hereunder  or  otherwise,  and shall remain in full force and effect
following the expiration or termination of MBA's engagement and shall be binding
on any  successors or assigns of the Company and successors or assigns to all or
substantially all of the Company's business or assets.

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