THE SECURITIES  REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  OR THE  SECURITIES  LAWS OF ANY
STATE OR OTHER  COUNTRY,  AND MAY NOT BE  OFFERED,  SOLD  TRANSFERRED,  PLEDGED,
HYPOTHECATED  OR  OTHERWISE  DISPOSED  OF EXCEPT  PURSUANT  TO (i) AN  EFFECTIVE
REGISTRATION  STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE
EXTENT  APPLICABLE,  RULE 144 UNDER THE ACT (OR ANY  SIMILAR  RULE UNDER THE ACT
RELATING TO THE DISPOSITION OF SECURITIES),  OR (iii) AN OPINION OF COUNSEL,  IF
SUCH OPINION SHALL BE REASONABLY  SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

                        AMERICAN SOIL TECHNOLOGIES, INC.
                              CONVERTIBLE DEBENTURE
No. 3

Total Principal Amount: $250,000                                February 1, 2000

     FOR VALUE RECEIVED,  the undersigned,  AMERICAN SOIL TECHNOLOGIES,  INC., a
Nevada  corporation  (the  "Company"),  hereby  promises  to pay to the order of
___________________________,  a corporation,  (the "Holder"), in lawful money of
the United States of America,  and in immediately  payable funds,  the principal
sum of two hundred fifty thousand  dollars  ($250,000),  with interest  thereon,
both before and after  default  until paid, at the rate of ten percent (10%) per
annum, upon the terms and conditions set forth herein.

     1.  MATURITY  DATE/INTEREST  PAYMENTS.  The Company shall pay to the Holder
quarterly  interest  payments in cash with the first payment due on May 1, 2000.
Upon conversion of this Debenture as allowed in this Agreement,  all accumulated
but unpaid interest shall be  extinguished.  This Debenture shall mature and all
principal and accrued  interest shall be fully due and payable by the Company to
Holder on February 1, 2002 (the "Maturity Date").  Interest shall be computed on
the actual days in a year and the actual  number of days  elapsed.  Holder shall
fund this Debenture immediately upon execution of this Debenture.

     2.  CONVERTIBILITY.  This  Debenture  may be converted by the Holder at any
time  beginning  upon  execution of this  Debenture and ending upon the Maturity
Date  at a  conversion  rate of one (1)  share  of  Company  Common  Stock  (the
"Shares")  per three  dollar  ($3.00)  principal  amount of this  Debenture.  No
accrued  interest  will be paid upon  conversion.  The Shares to be issued  upon
conversion  shall not be  subject  to any liens,  security  interests,  pledges,
encumbrances,  charges,  restrictions,  demands  or claims  of any  other  party
whatsoever.  Company shall use its best efforts to  expeditiously  file with and
have declared effective by the Securities and Exchange Commission a registration
statement in an appropriate form to register the Shares issuable upon conversion
of this  debenture  to ensure  that  Company  will have freely  tradable  Shares
available  to Holder in the event  Holder  elects to convert  this  Debenture to
Shares.  After  conversion,  Holder herein agrees not to sell in excess of 8,000
Shares,  on a non-cumulative  basis, of Shares during any calendar month through
brokerage transactions.

     3. PREPAYMENT.  The Company may prepay this Debenture prior to the Maturity
Date and prior to the receipt of a conversion election,  in whole or in part, at
any time.

<PAGE>
     4.  TRANSFERABILITY.  This Debenture  shall be freely  transferable  by the
Holder provided such transfer is in compliance with applicable federal and state
securities laws.

     5. DEFAULT.  In the event of the Company's failure to pay the principal and
interest due hereunder within ten (10) days following the Maturity Date,  Holder
shall have the option,  by written notice to the Company,  to declare the unpaid
principal  amount due to Holder,  together  with all accrued  interest  thereon,
immediately  due and  payable.  In the event  Company  fails to cure the default
within twenty (20) days of the receipt of the written  notice by Holder,  Holder
may pursue any legal remedy available to Holder.

     6. NOTICES.  Notices to be given hereunder shall be in writing and shall be
deemed  to have  been  sufficiently  given if  delivered  personally  or sent by
overnight courier or messenger or sent by registered or certified mail (air mail
if overseas),  return receipt requested,  or by telex,  facsimile  transmission,
telegram or similar means of communication.  Notice shall be deemed to have been
received  on the  date of  personal  delivery,  telex,  facsimile  transmission,
telegram or similar means of  communication,  or if sent by overnight courier or
messenger,  shall be deemed to have been received on the next delivery day after
deposit with the courier or  messenger,  or if sent by  certified or  registered
mail,  return  receipt  requested,  shall be deemed to have been received on the
fifth  business  day after the date of mailing.  The Parties  shall give written
notice of any change of address to each other.

     7. INVESTOR STATUS. By providing the principal  amount(s) set forth in this
Debenture,  Holder  acknowledges and certifies that this Debenture  represents a
highly speculative  investment and that Holder's personal financial situation is
such that (i) Holder can afford to hold the Debenture  for an indefinite  period
of time and to sustain a complete loss of this  investment,  and (ii) Holder has
adequate   means  of  providing   for  Holder's   current   needs  and  possible
contingencies  and has no need for liquidity in this  investment in the Company.
By virtue of  Holder's  knowledge  and  experience  in  financial  and  business
matters,  Holder is capable of evaluating  the merits and risks of an investment
in the securities.

          Holder, if a corporation, partnership, trust or other form of business
entity,  (i) is authorized and otherwise duly qualified to purchase and hold the
Debenture,  (ii) has obtained such  additional  tax and other advice that it has
deemed  necessary,  and (iii) has not been  formed for the  specific  purpose of
acquiring the Debenture.

          Holder  consents to the  affixing  by the  Company of such  legends on
certificates  representing  the  securities as any  applicable  federal or state
securities law may require from time to time.  Holder further  acknowledges  and
certifies  that in evaluating  the  suitability of an investment in the Company,
Holder has relied on Holder's own independent  investigations and has not relied
upon any representations or other information (whether oral or written) from the
Company,  and its officers,  directors,  agents,  employees or  representatives.
Holder acknowledges that in making the decision to invest in the Company, Holder
has, prior to any purchase of the securities,  been given the information on the
Company, its business, and its financials, had access and opportunity to examine
this offer,  and had an opportunity to ask questions of, and to receive  answers
from,  the Company or any person acting on its behalf  concerning  the terms and
conditions  of this  offering.  Holder  has been  furnished  with  access to all
publicly available materials relating to the business,  finances, and operations
of the Company  and  material  relating to the offer and sale of the  securities
which have been requested. Holder has received complete and satisfactory answers
to any such  inquiries.  Holder  acknowledges  that Holder has not  received any
formal  disclosure  document  regarding  this  investment,   and  Holder  is  an
accredited investor as defined in Rule 501 of Regulation D of the Securities Act
of 1933, as amended.

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<PAGE>
     8.  GOVERNING  LAW. This  Debenture  shall be governed by and construed and
interpreted in accordance with the laws of the state of California applicable to
contracts made and to be performed  entirely  therein,  without giving effect to
the rules and conflicts of law.

     9.  ATTORNEYS  FEES.  In the event of default by the Company  requiring the
Holder or any  assignee  thereof  to refer this  Debenture  to an  attorney  for
collection, the Company agrees to pay all reasonable costs and expenses incurred
in attempting or effecting collection hereunder, including reasonable attorney's
fees, whether or not suit is instituted.

     10.  MODIFICATION.  This  Debenture  may be modified or amended  only by an
agreement in writing signed by the party against whom the agreement is sought to
be enforced.

     11. CONFORMITY WITH LAW. All agreements  between the Company and Holder are
expressly  limited,  so that in no event or contingency  whatsoever,  whether by
reason of the  advancement of the proceeds of this  Debenture,  acceleration  of
maturity of the unpaid principal balance, or otherwise, shall the amount paid or
agreed to be paid to  Holder  of this  Debenture  for the use,  forbearance,  or
detention of the money to be advanced  under this  Debenture  exceed the highest
lawful rate permissible under applicable usury laws. If, under any circumstances
whatsoever,  fulfillment  of any  provision  of  this  Debenture  or  any  other
agreement  pertaining hereto, after timely performance of such provision is due,
shall involve transcending the limit of validity prescribed by law which a court
of competent jurisdiction deems applicable, then, ipso facto, the obligations to
be fulfilled  shall be reduced to the limit of such validity,  and if, under any
circumstances  whatsoever,  Holder shall ever receive as interest an amount that
exceeds the highest  lawful rate,  the amount that would be  excessive  interest
shall be applied to the  reduction of the unpaid  principal  balance  under this
Debenture  and not to the payment of interest,  or, if such  excessive  interest
exceeds the unpaid balance of principal under this Debenture,  such excess shall
be refunded to Company.  This provision  shall control every other  provision of
all agreements between Company and Holder.

     IN WITNESS WHEREOF,  the Company and Holder have executed this Debenture as
of February 1, 2000.

                                        The Company
                                        AMERICAN SOIL TECHNOLOGIES, INC.,
                                        a Nevada corporation

                                        BY:
                                           -------------------------------------
                                        ITS:
                                           -------------------------------------

                                        The Holder

                                        BY:
                                           -------------------------------------
                                        ITS:
                                           -------------------------------------

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