Exhibit 10.2

                           [LOGO OF UTEK CORPORATION]

                          STRATEGIC ALLIANCE AGREEMENT

This STRATEGIC ALLIANCE AGREEMENT is made and entered into this 28th day of
September 2005, by and between UTEK Corporation ("UTK"), 202 South Wheeler
Street, Plant City, Florida 33563, a Delaware Corporation, and American Soil
Technologies, Inc. ("SOYL"), 12224 Montague Street, Pacoima, California, 91331 a
Nevada Corporation.

WITNESSETH:

     WHEREAS, SOYL desires to engage UTK to provide the services as set forth in
     this Agreement, and

     WHEREAS, UTK is agreeable to provide these services.

     NOW THEREFORE, in consideration of the mutual promise made in this
     Agreement, and for other good and valuable consideration, the receipt and
     sufficiency of which is hereby acknowledged, the parties hereto agree as
     follows:

I. ENGAGEMENT

SOYL hereby retains UTK to provide those services as defined herein and UTK
hereby agrees to the appointment on the terms and conditions hereinafter set
forth and agrees to use commercially reasonable efforts in providing said
services.

II. INDEPENDENT CONTRACTOR

UTK shall be, and in all respects be deemed to be, an independent contractor in
the performance of its duties hereunder.

     A.   SOYL shall be solely responsible for making all payments to and on
          behalf of its employees and UTK shall in no event be liable for any
          debts or other liabilities of SOYL.

     B.   UTK shall not have or be deemed to have, fiduciary obligations or
          duties to, and shall be able to pursue, conduct and carry on for its
          own account (or for the account of others) such activities, ventures,
          businesses and other pursuits as UTK in its sole, absolute and
          unfettered discretion, may elect.

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     C.   Notwithstanding the above, no activity, venture, business or other
          pursuit of UTK, during the term of this Agreement shall conflict with
          UTK's obligations under this Agreement.

III. SERVICES

UTK agrees to provide the following services, hereinafter collectively referred
to as "Services":

SEE "CONFIDENTIAL TERM SHEET" (EXHIBIT A) ATTACHED AND MADE A PART HEREOF.

     A.   UTK shall devote such time and efforts, as it deems commercially
          reasonable, under the circumstances to the affairs of SOYL, as is
          reasonable and adequate to render the Services contemplated by this
          Agreement.

     B.   UTK cannot guarantee results on behalf of SOYL, but shall pursue all
          reasonable avenues available through its network of contacts. The
          acceptance and consumption of any transaction is subject to acceptance
          of the terms and conditions by in its sole discretion.

     C.   In conjunction with the Services, UTK agrees to:

          1.   Make itself available at the offices of SOYL or at another
               mutually agreed upon place, during normal business hours, for
               reasonable periods of time, subject to reasonable advance notice
               and mutually convenient scheduling.

          2.   Make itself available for telephone conferences with the
               principal officer(s) of SOYL during normal business hours.

IV. EXPENSES

It is expressly agreed and understood that each party shall be responsible for
its own normal and reasonable out-of-pocket expenses.

V. COMPENSATION

     A.   In consideration for the services to be provided, SOYL agrees that it
          will remit the agreed upon stock certificate within five (5) days of
          both parties executing this Agreement.

     B.   SOYL agrees that UTK shall be entitled to compensation as follows:

SEE STRATEGIC ALLIANCE CONFIDENTIAL TERM SHEET (EXHIBIT A) ATTACHED AND MADE A
PART HEREOF.

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VI. TERM AND TERMINATION

The term of the Agreement will be for 12 months unless terminated sooner. This
Agreement may be renewed upon mutual, written agreement of the parties. Either
party may terminate this Agreement at any time with 30 days written notice.

VII. LEGAL COMPLIANCE

SOYL agrees that it will put in place, if it has not already done so, policies
and procedures relating to and addressing, with the commercially reasonable
intent to ensure compliance with, applicable securities laws, rules and
regulations, including, but not limited to:

     A.   The use, release or other publication of forward-looking statements.

     B.   Disclosure requirements regarding the required disclosure of the
          nature and terms of UTK's relationship with, including, but not
          limited to press releases, publications on its web site, letters to
          investors and telephone or other personal communication with potential
          or current investors.

     C.   No press releases or any other forms of communication to third
          parties, which mention both UTK CORPORATION and SOYL, shall be
          released without the prior written consent and approval of both UTK
          and SOYL.

     D.   EXECUTION. The execution, delivery and performance of this Agreement,
          in the time and manner herein specified will not conflict with, result
          in a breach of, or constitute a default under any existing agreement,
          indenture, or other instrument to which either SOYL or UTK is a party
          or by which either entity may be bound or affected.

     E.   TIMELY APPRISALS. SOYL shall use its commercially reasonable efforts
          to keep UTK up to date and apprised of all business, market and legal
          developments related to and its relationship to UTK.

     F.   CORPORATE AUTHORITY. Both SOYL and UTK have full legal authority to
          enter into this Agreement and perform the same in the time and manner
          contemplated.

     G.   The individuals whose signatures appear below are authorized to sign
          this Agreement on behalf of their respective corporations.

     H.   SOYL will cooperate with UTK and will promptly provide UTK with all
          pertinent materials and requested information in order for UTK to
          perform its Services pursuant to this Agreement.

     I.   When delivered, the shares of SOYL Common Stock shall be duly and
          validly issued, fully paid and non-assessable.

     J.   UTK represents to SOYL that a) it has the experience as may be
          necessary to perform all the required, b) all Services will be
          performed in a professional manner, and c) all individuals it provides
          to perform the Services will be appropriately qualified and subject to
          appropriate agreements concerning the protection of trade secrets and
          confidential information of which such persons may have access to over
          the term of this Agreement.

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     K.   Until termination of the engagement, SOYL will notify UTK promptly of
          the occurrence of any event, which might materially affect the
          condition (financial or otherwise), or prospects of SOYL.

VIII. CONFIDENTIAL DATA

     A.   UTK shall not divulge to others, any trade secret or confidential
          information, knowledge, or data concerning or pertaining to the
          business and affairs of SOYL, obtained by UTK as a result of its
          engagement hereunder, unless authorized, in writing by SOYL. UTK
          represents and warrants that it has established appropriate internal
          procedures for protecting the trade secrets and confidential
          information of, SOYL including, without limitation, restrictions on
          disclosure of such information to employees and other persons who may
          be engaged in such information to employees and other persons who may
          be engaged in rendering services to any person, firm or entity which
          may be a competitor of SOYL.

     B.   SOYL shall not divulge to others, any trade secret or confidential
          information, knowledge, or data concerning or pertaining to the
          business and affairs of UTK or confidential information revealed by
          UTK obtained as a result of its engagement hereunder, unless
          authorized, in writing, by UTK.

     C.   UTK shall not be required in the performance of its duties to divulge
          to SOYL, or any officer, director, agent or employee of SOYL, any
          secret or confidential information, knowledge, or data concerning any
          other person, firm or entity (including, but not limited to, any such
          person, firm or entity which may be a competitor or potential
          competitor of) which UTK may have or be able to obtain other than as a
          result of the relationship established by this Agreement.

IX. OTHER MATERIAL TERMS AND CONDITIONS

A. INDEMNITY.

1. UTK shall indemnify, defend and hold harmless SOYL from and against any and
all losses incurred by SOYL which arise out of or result from misrepresentation,
breach of warranty or breach or non- fulfillment of any covenant contained
herein or Schedules annexed hereto or in any other documents or instruments
furnished by UTK pursuant hereto or in connection with this Agreement.

2. SOYL shall indemnify, defend and hold harmless UTK from and against any and
all losses incurred by UTK which arise out of or result from misrepresentation,
breach of warranty or breach or non-fulfillment of any covenant contained herein
or Schedules annexed hereto or in any other documents or instruments furnished
by SOYL pursuant hereto or in connection with this Agreement.

     B.   PROVISIONS. Neither termination nor completion of the assignment shall
          affect the provisions of this Agreement, and the Indemnification
          Provisions that are incorporated herein, which shall remain operative
          and in full force and effect.

     C.   SOYL agrees that for a twenty four months (24) following the execution
          of this Agreement, SOYL shall not, without UTEK's prior written
          consent, directly or indirectly solicit for employment any present
          employee of UTEK, or request, induce or advise any employee of UTEK to
          leave the employ of UTEK. In turn, UTEK agrees that it will not
          directly or indirectly solicit any present employee of SOYL.

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     D.   ADDITIONAL INSTRUMENTS. Each of the parties shall from time to time,
          at the request of others, execute, acknowledge and deliver to the
          other party any and all further instruments that may be reasonably
          required to give full effect and force to the provisions of this
          Agreement.

     E.   ENTIRE AGREEMENT. Each of the parties hereby covenants that this
          Agreement, is intended to and does contain and embody herein all of
          the understandings and agreements, both written or oral, of the
          parties hereby with respect to the subject matter of this Agreement,
          and that there exists no oral agreement or understanding expressed or
          implied liability, whereby the absolute, final and unconditional
          character and nature of this Agreement shall be in any way
          invalidated, empowered or affected. There are no representations,
          warranties or covenants other than those set forth herein.

     F.   ASSIGNMENTS. The benefits of the Agreement shall inure to the
          respective successors and assignees of the parties and assigns and
          representatives, and the obligations and liabilities assumed in this
          Agreement by the parties hereto shall be binding upon their respective
          successors and assigns; provided that the rights and obligations of
          UTK under this Agreement may not be assigned or delegated without the
          prior written consent of SOYL and any such purported assignment shall
          be null and void. Notwithstanding the foregoing, UTK may assign this
          Agreement or any portion of its Compensation as outlined herein to its
          subsidiaries in its sole discretion.

     G.   ORIGINALS. This Agreement may be executed in any number of
          counterparts, each of which so executed shall be deemed an original
          and constitute one and the same agreement.

     H.   ADDRESSES OF PARTIES. Each party shall at all times keep the other
          informed of its principal place of business if different from that
          stated herein, and shall promptly notify the other of any change,
          giving the address of the new place of business or residence.

     I.   NOTICES. All notices that are required to be or may be sent pursuant
          to the provision of this Agreement shall be sent by certified mail,
          return receipt requested, or by overnight package delivery service to
          each of the parties at the addresses appearing herein, and shall count
          from the date of mailing or the validated air bill.

     J.   MODIFICATION AND WAVIER. A modification or waiver of any of the
          provisions of this Agreement shall be effective only if made in
          writing and executed with the same formality as this Agreement. The
          failure of any party to insist upon strict performance of any of the
          provisions of this Agreement shall not be construed as a waiver of any
          subsequent default of the same or similar nature or of any other
          nature.

     K.   INJUNCTIVE RELIEF. Solely by virtue of their respective execution of
          this Agreement and in consideration for the mutual covenants of each
          other, SOYL and UTK hereby agree, consent and acknowledge that, in the
          event of a breach of any material term of this Agreement, the
          non-breaching party will be without adequate remedy-at-law and shall
          therefore, be entitled to immediately redress any material breach of
          this Agreement by temporary or permanent injunctive or mandatory
          relief obtained in an action or proceeding instituted in any court of
          competent jurisdiction without the necessity of proving damages and
          without prejudice to any other remedies which the non-breaching party
          may have at law or in equity.

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     L.   ATTORNEY'S FEES. If any arbitration, litigation, action, suit, or
          other proceeding is instituted to remedy, prevent or obtain relief
          from a breach of this Agreement, in relation to a breach of this
          Agreement or pertaining to a declaration of rights under this
          Agreement, the prevailing party will recover all such party's
          attorneys' fees incurred in each and every such action, suit or other
          proceeding, including any and all appeals or petitions there from. As
          used in this Agreement, attorneys' fees will be deemed to be the full
          and actual cost of any legal services actually performed in connection
          with the matters involved, including those related to any appeal to
          the enforcement of any judgment calculated on the basis of the usual
          fee charged by attorneys performing such services.

APPROVED by:


/s/ Doug Schaedler                             /s/ Carl Ranno
------------------------------                 -------------------------------
UTEK CORPORATION                               AMERICAN SOIL TECHNOLOGIES, INC.
Doug Schaedler                                 Carl Ranno,
Chief Operating Officer                        Chief Executive Officer

Date: 9/28/05                                  Date: 9/28/05

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                                    Exhibit A

[LOGO OF UTEK CORPORATION]


CONFIDENTIAL TERM SHEET

                       PROPOSED STRATEGIC ALLIANCE BETWEEN
        UTEK CORPORATION (UTK) & AMERICAN SOIL TECHNOLOGIES, INC. (SOYL)

STATEMENT OF WORK: To identify technology acquisition opportunities in the area
of improving turf and agriculture for SOYL from research universities and
government laboratories. A first step in this process is the development of a
Technology Acquisition Profile. Once completed, we will identify and present
technologies that meet this profile. While conducting our search we will
maintain the confidentiality of SOYL.

TERM: The term of the Agreement will be for 12 months unless terminated sooner.
This Agreement may be renewed upon mutual, written agreement of the parties.
Either party may terminate this agreement at any time with 30 days written
notice.

SERVICES: UTK agrees to provide the following distinct services to SOYL:

          i. Identify synergistic new technologies from universities and
          government laboratories to help provide SOYL with an enhanced new
          product pipeline.

          ii. Review technology acquisition opportunities for SOYL while
          maintaining SOYL's confidentiality.

          iii. Present technology acquisition opportunities for SOYL. SOYL will
          have 30-days to determine if they want to go forward with the
          technology license.

               a.   UTK after 30 days shall have the right to present the
                    technology to other clients.

          iv. SOYL acknowledges that the sources of technologies represented by
          UTEK are 3rd party research institutions for which UTEK does not
          control whether the technology will be shown to other parties by the
          licensor.

          v. At SOYL's request, UTK will prepare, and compile additional
          information regarding the technology acquisition opportunities for
          SOYL.

          vi. At SOYL's request and upon mutual agreement between SOYL and UTK,
          UTK will negotiate and seek to acquire a license to the requested
          technology for subsequent sale to and acquisition by SOYL.

          vii. On a case-by-case basis, at SOYL's request and UTK's sole
          discretion, UTK will propose an equity-financing plan for SOYL's
          consideration, to finance select technology acquisition opportunities
          for SOYL.

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          viii. SOYL will not seek to acquire any technologies presented to SOYL
          by UTK directly from the technology developer for a period of 24
          months following the termination of this Strategic Alliance agreement.

          ix. If SOYL decides that it wants to acquire one or more of the
          technologies/companies that has been identified and presented by UTK
          under this Agreement, the parties agree to proceed as follows:

               a.   In arms length negotiation with the technology developer,
                    UTK will seek to acquire the license to the technology
                    through one of its subsidiaries. UTEK will then negotiate
                    with SOYL to acquire this subsidiary in a stock for stock
                    exchange under an "Agreement and Plan of Acquisition." The
                    consideration to be paid by SOYL to UTK will be based upon a
                    markup to the value of the license and other assets in the
                    subsidiary as determined byUTK and agreed to by both
                    parties.

               b.   Should SOYL decide not to proceed in the acquisition of the
                    technology/company as described above, then SOYL shall be
                    prohibited from acquiring the technology/company either
                    directly or indirectly, from the technology/company
                    developer for a period of 24 months following the
                    termination of this Strategic Alliance Agreement.

TECHNOLOGY TRANSFER: When a technology is shown to SOYL that SOYL wants to
acquire, UTK will seek to acquire the license to a technology through one of its
subsidiaries. UTK will then seek to provide a term sheet to SOYL outlining the
consideration to be paid by SOYL for the acquisition of this technology. UTK
shall transfer this subsidiary to SOYL in a stock for stock exchange under an
"Agreement and Plan of Acquisition." The consideration to be paid by SOYL to UTK
will be based upon a markup to the value of the license and other assets in the
subsidiary as determined by UTK and agreed to by both parties.

COMPENSATION
In consideration for providing these Services, SOYL shall pay UTK $120,000 worth
of unregistered shares of common stock (342,857 shares) upon the execution of
this Strategic Alliance Agreement. 1/12th of the shares (28,571 shares) shall
vest each month during the term of this Agreement. If this Agreement is
terminated any unvested shares will be returned to SOYL. Both SOYL and UTK will
cover their own outof-pocket expenses incurred during the performance of this
Strategic Alliance Agreement.

APPROVED BY:

/s/ Doug Schaedler                             /s/ Carl Ranno
----------------------------                   -------------------------------
UTEK CORPORATION                               AMERICAN SOIL TECHNOLOGIES, INC.
Doug Schaedler                                 Carl Ranno,
Chief Operating Officer                        Chief Executive Officer

Date: 9/28/05                                  Date: 9/28/05

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