Exhibit 4.1

                        AMERICAN SOIL TECHNOLOGIES, INC.

                2000 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN

1.   PURPOSE

     This Incentive and Nonstatutory Stock Option Plan (the "Plan") is intended
to further the growth and financial success of American Soil Technologies, Inc.,
a Nevada corporation (the "Corporation") by providing additional incentives to
selected employees, directors, and consultants to the Corporation or parent
corporation or subsidiary corporation of the Corporation as those terms are
defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as
amended (the "Code") (such parent corporations and subsidiary corporations
hereinafter collectively referred to as "Affiliates") so that such employees and
consultants may acquire or increase their proprietary interest in the
Corporation. Stock options granted under the Plan (hereinafter "Options") may be
either "Incentive Stock Options," as defined in Section 422A of the Code and any
regulations promulgated under said Section, or "Nonstatutory Options" at the
discretion of the Board of Directors of the Corporation (the "Board") and as
reflected in the respective written stock option agreements granted pursuant
hereto.

2.   ADMINISTRATION

     The Plan shall be administered by the Board of Directors of the
Corporation; provided however, that the Board may delegate such administration
to a committee of not fewer than three (3) members (the "Committee"), at least
two (2) of whom are members of the Board and all of whom are disinterested
administrators, as contemplated by Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended ("Rule 16b-3"); and provided further, that the
foregoing requirement for disinterested administrators shall not apply prior to
the date of the first registration of any of the securities of the Corporation
under the Securities Act of 1933, as amended.

     Subject to the provisions of the Plan, the Board and/or the Committee shall
have authority to (a) grant, in its discretion, Incentive Stock Options in
accordance with Section 422A of the Code or Nonstatutory Options; (b) determine
in good faith the fair market value of the stock covered by an Option; (c)
determine which eligible persons shall be granted Options and the number of
shares to be covered thereby and the term thereof; (d) construe and interpret
the Plan; (e) promulgate, amend and rescind rules and regulations relating to
its administration, and correct defects, omissions, and inconsistencies in the
Plan or any Option; (f) consistent with the Plan and with the consent of the
optionee, as appropriate, amend any outstanding Option or amend the exercise
date or dates thereof; (g) determine the duration and purpose of leaves of
absence which may be granted to optionholders without constituting termination
of their employment for the purpose of the Plan; and (h) make all other
determinations necessary or advisable for the Plan's administration. The
interpretation and construction by the Board of any provisions of the Plan or of
any Option it shall be conclusive and final. No member of the Board or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Option.

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3.   ELIGIBILITY

     The persons who shall be eligible to receive Options shall be employees,
directors, or consultants of the Corporation or any of its Affiliates
("Optionees"). The term consultant shall mean any person who is engaged by the
Corporation to render services and is compensated for such services, and any
director of the Corporation whether or not compensated for such services;
provided that, if the Corporation registers any of its securities pursuant to
the Securities Act of 1933, as amended (the "Act"), the term consultant shall
thereafter not include directors who are not compensated for their services or
are paid only a director fee by the Corporation.

          (a) INCENTIVE STOCK OPTIONS. Incentive Stock Options may only be
issued to employees of the Corporation or its Affiliates. Incentive Stock
Options may be granted to officers, whether or not they are directors, but a
director shall not be granted an Incentive Stock Option unless such director is
also an employee of the Corporation. Payment of a director fee shall not be
sufficient to constitute employment by the Corporation. Any grant of option to
an officer or director of the Corporation subsequent to the first registration
of any of the securities of the Corporation under the Act shall comply with the
requirements of Rule 16b-3. An optionee may hold more than one Option.

          The Corporation shall not grant an Incentive Stock Option under the
Plan to any employee if such grant would result in such employee holding the
right to exercise for the first time in any one calendar year, under all options
granted to such employee under the Plan or any other stock option plan
maintained by the Corporation or any Affiliate, with respect to shares of stock
having an aggregate fair market value, determined as of the date of the Option
is granted, in excess of one hundred thousand dollars ($100,000). Should it be
determined that an Incentive Stock Option granted under the Plan exceeds such
maximum for any reason other than a failure in good faith to value the stock
subject to such option, the excess portion of such option shall be considered a
Nonstatutory Option. If, for any reason, an entire option does not qualify as an
Incentive Stock Option by reason of exceeding such maximum, such option shall be
considered a Nonstatutory Option.

          (b) NONSTATUTORY OPTION. The provisions of the foregoing Section 3(a)
shall not apply to any option designated as a "Nonstatutory Stock Option
Agreement" or which sets forth the intention of the parties that the option be a
Nonstatutory Option.

4.   STOCK

     The stock subject to Options shall be the shares of the Corporation's
authorized but unissued or reacquired Common Stock (the "Stock").

          (a) NUMBER OF SHARES. Subject to adjustment as provided in Paragraph
5(h) of this Plan, the total number of shares of Stock which may be purchased
through exercise of Options granted under this Plan shall not exceed one million
(1,000,000) shares. If any Option shall for any reason terminate or expire, any
shares allocated thereto but remaining unpurchased upon such expiration or
termination shall again be available for the grant of Options with respect
thereto under this Plan as though no Option had been granted with respect to
such shares.

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          (b) RESERVATION OF SHARES. The Corporation shall reserve and keep
available at all times during the term of the Plan such number of shares as
shall be sufficient to satisfy the requirements of the Plan. If, after
reasonable efforts, which efforts shall not include the registration of the Plan
or Options under the Act, the Corporation is unable to obtain authority from any
applicable regulatory body, which authorization is deemed necessary by legal
counsel for the Corporation for the lawful issuance of shares hereunder, the
Corporation shall be relieved of any liability with respect to its failure to
issue and sell the shares for which such requisite authority was so deemed
necessary unless and until such authority is obtained.

5.   TERMS AND CONDITIONS OF OPTIONS

     Options granted hereunder shall be evidenced by agreements between the
Corporation and the respective Optionees, in such form and substance as the
Board or Committee shall from time to time approve. Such agreements need not be
identical, and in each case may include such provisions as the Board or
Committee may determine, but all such agreements shall be subject to and limited
by the following terms and conditions:

          (a) NUMBER OF SHARES: Each Option shall state the number of shares to
which it pertains.

          (b) OPTION PRICE: Each Option shall state the Option Price, which
shall be determined as follows:

               (i) Any Option granted to a person who at the time the Option is
granted owns (or is deemed to own pursuant to Section 424(d) of the Code) stock
possessing more than ten percent (10%) of the total combined voting power of
value of all classes of stock of the Corporation, or of any Affiliate, ("Ten
Percent Holder") shall have an Option Price of no less than one hundred ten
percent (110%) of the fair market value of the common stock as of the date of
grant; and

               (ii) Incentive Stock Options granted to a person who at the time
the Option is granted is not a Ten Percent Holder shall have an Option price of
no less than one hundred percent (100%) of the fair market value of the common
stock as of the date of grant.

               (iii) Nonstatutory Options granted to a person who at the time
the Option is granted is not a Ten Percent Holder shall have an Option Price
determined by the Board as of the date of grant.

          For the purposes of this paragraph 5(b), the fair market value shall
be as determined by the Board, in good faith, which determination shall be
conclusive and binding; provided however, that if there is a public market for
such stock, the fair market value per share shall be the average of the bid and
asked prices (or the closing price if such stock is listed on the NASDAQ
National Market System) on the date of grant of the Option, or if listed on a
stock exchange, the closing price on such exchange on such date of grant.

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          (c) MEDIUM AND TIME OF PAYMENT: To the extent permissible by
applicable law, the Option price shall be paid, at the discretion of the Board,
at either the time of grant or the time of exercise of the Option (i) in cash or
by check, (ii) by delivery of other common stock of the Corporation, provided
such tendered stock was not acquired directly or indirectly from the
Corporation, or, if acquired from the Corporation, has been held by the Optionee
for more than six (6) months, (iii) by the Optionee's promissory note in a form
satisfactory to the Corporation and bearing interest at a rate determined by the
Board, in its sole discretion, but in no event less than 6% per annum, or (iv)
such other form of legal consideration permitted by State law as may be
acceptable to the Board.

          (d) TERM AND EXERCISE OF OPTIONS: Any Option granted to an Employee of
the Corporation shall become exercisable over a period of no longer than ten
(10) years, and no less than twenty percent (20%) of the shares covered thereby
shall become exercisable annually. No Option shall be exercisable, in whole or
in part, prior to one (1) year from the date it is granted unless the Board
shall specifically determine otherwise, as provided herein. In no event shall
any Option be exercisable after the expiration of ten (10) years from the date
it is granted. Unless otherwise specified by the Board or the Committee in the
resolution authorizing such option, the date of grant of an Option shall be
deemed to be the date upon which the Board or the Committee authorizes the
granting of such Option.

          Each Option shall be exercisable to the nearest whole share, in
installments or otherwise, as the respective option agreements may provide.
During the lifetime of an Optionee, the Option shall be exercisable only by the
Optionee and shall not be assignable or transferable by the Optionee, and no
other person shall acquire any rights therein. To the extent not exercised,
installments (if more than one) shall accumulate, but shall be exercisable, in
whole or in part, only during the period for exercise as stated in the option
agreement, whether or not other installments are then exercisable.

          (e) TERMINATION OF STATUS AS EMPLOYEE, DIRECTOR, OR CONSULTANT: If
Optionee's status as an employee, director, or consultant shall terminate for
any reason other than Optionee's death, then the Optionee (or if the Optionee
shall die after such termination, but prior to exercise, Optionee's personal
representative or the person entitled to succeed to the Option) shall have the
right to exercise any vested Options, in whole or in part, at any time within
thirty (30) days after such termination (or in the event Optionee's termination
was caused by permanent disability (within the meaning of Section 22(e)(3) of
the Code) this 30-day period shall be extended to six (6) months) or the
remaining term of the Option, whichever is the lesser; provided, however, that
with respect to Nonstatutory Options, the Board may specify such longer period,
not to exceed six (6) months, for exercise following termination as the Board
deems reasonable and appropriate. The Option may be exercised only with respect
to installments that the Optionee could have exercised at the date of
termination of employment. Nothing contained herein or in any Option granted
pursuant hereto shall be construed to affect or restrict in any way the right of
the Corporation to terminate the employee of an Optionee with or without cause.

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          (f) DEATH OF OPTIONEE: If an Optionee dies while employed or engaged
as a director or consultant by the Corporation or an Affiliate, the portion of
such Optionee's Option or Options which were exercisable at the date of death
may be exercised, in whole or in part, by the estate of the decedent or by a
person succeeding to the right to exercise such Option or Options, at any time
within the remaining term of the Option, but only to the extent, that Optionee
could have exercised the Option as of the date of Optionee's death; provided, in
any case, that the Option may be so exercised only to the extent that the Option
has not previously been exercised by Optionee.

          (g) NONTRANSFERABILITY OF OPTION: No Option shall be transferable by
the Optionee, except by will or by the laws of descent and distribution.

          (h) RECAPITALIZATION: Subject to any required action by the
stockholders, the number of shares of common stock covered by each outstanding
Option, and the price per share thereof set forth in each such Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of common stock of the Corporation resulting from a subdivision or
consolidation of shares or the payment of a stock dividend, or any other
increase or decrease in the number of such shares affected without receipt of
consideration by the Corporation.

          Subject to any required action by the stockholders, if the Corporation
shall be the surviving entity in any merger or consolidation, each outstanding
Option thereafter shall pertain to and apply to the securities to which a holder
of shares of common stock equal to the shares subject to the Option would have
been entitled by reason of such merger or consolidation. A dissolution or
liquidation of the Corporation or a merger or consolidation in which the
Corporation is not the surviving entity shall cause each outstanding Option to
terminate on the effective date of such dissolution, liquidation, merger or
consolidation. In such event, if the entity which shall be the surviving entity
does not tender to Optionee an offer, for which it has no obligation to do so,
to substitute for any unexercised Option a stock option or capital stock of such
surviving entity, as applicable, which on an equitable basis shall provide the
Optionee with substantially the same economic benefit as such unexercised
Option, then the Board may grant to such Optionee, but shall not be obligated to
do so, the right for a period commencing thirty (30) days prior to and ending
immediately prior to such dissolution, liquidation, merger or consolidation or
during the remaining term of the Option, whichever is the lesser, to exercise
any unexpired Option or Options, without regard to the installment provisions of
Paragraph 5(d) of this Plan; provided, that any such right granted shall be
granted to all Optionees not receiving an offer to substitute on a consistent
basis, and provided further, that any such exercise shall be subject to the
consummation of such dissolution, liquidation, merger or consolidation.

          In the event of a change in the common stock of the Corporation as
presently constituted, which is limited to a change of all of its authorized
shares without par value into the same number of shares with a par value, the
shares resulting from any such change shall be deemed to be the common stock
within the meaning of this Plan.

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          To the extent that the foregoing adjustments relate to stock or
securities of the Corporation, such adjustments shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided in this Paragraph 5(h), the Optionee shall have no
rights by reason of any subdivision or consolidation of shares of stock or any
class or the payment of any stock dividend or any other increase or decrease in
the number of shares of stock of any class, and the number or price of shares of
common stock subject to any Option shall not be affected by, and no adjustment
shall be made by reason of, any dissolution, liquidation, merger or
consolidation, or any issue by the Corporation of shares of stock of any class
or securities convertible into shares of stock of any class.

          The grant of an Option pursuant to the Plan shall not affect in any
way the right or power of the Corporation to make any adjustments,
reclassifications, reorganizations or changes in its capital or business
structure or to merge, consolidate, dissolve, or liquidate or to sell or
transfer all or any part of its business or assets.

          (i) RIGHTS AS A STOCKHOLDER: An Optionee shall have no rights as a
stockholder with respect to any shares covered by an Option until the date of
the issuance of a stock certificate to Optionee for such shares. No adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights for which the
record date is prior to the date such stock certificate is issued, except as
expressly provided in Paragraph 5(h) hereof.

          (j) MODIFICATION, ACCELERATION, EXTENSION, AND RENEWAL OF OPTIONS:
Subject to the terms and conditions and within the limitations of the Plan, the
Board may modify an Option, or once an Option is exercisable, accelerate the
rate at which it may be exercised, and may extend or renew outstanding Options
granted under the Plan or accept the surrender of outstanding Options (to the
extent not theretofore exercised) and authorize the granting of new Options in
substitution for such Options, provided such action is permissible under Section
422A of the Code and state law.

          Notwithstanding the foregoing provisions of this Paragraph 5(j),
however, no modification of an Option shall, without the consent of the
Optionee, alter to the Optionee's detriment or impair any rights or obligations
under any Option theretofore granted under the Plan.

          (k) INVESTMENT INTENT: Unless and until the issuance and sale of the
shares subject to the Plan are registered under the Act, each Option under the
Plan shall provide that the purchases of stock thereunder shall be for
investment purposes and not with a view to, or for resale in connection with,
any distribution thereof. Further, unless the issuance and sale of the stock
have been registered under the Act, each Option shall provide that no shares
shall be purchased upon the exercise of such Option unless and until (i) any
then applicable requirements of state and federal laws and regulatory agencies
shall have been fully complied with to the satisfaction of the Corporation and
its counsel, and (ii) if requested to do so by the Corporation, the person
exercising the Option shall (i) give written assurances as to knowledge and
experience of such person (or a representative employed by such person) in
financial and business matters and the ability of such person (or
representative) to evaluate the merits and risks of exercising the Option, and
(ii) execute and deliver to the Corporation a letter of investment intent, all
in such form and substance as the Corporation may require. If shares are issued
upon exercise of an Option without registration under the Act, subsequent

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registration of such shares shall relieve the purchaser thereof of any
investment restrictions or representations made upon the exercise of such
Options.

          (l) EXERCISE BEFORE EXERCISE DATE: At the discretion of the Board, the
Option may, but need not, include a provision whereby the Optionee may elect to
exercise all or any portion of the Option prior to the stated exercise date of
the Option or any installment thereof. Any shares so purchased prior to the
stated exercise date shall be subject to repurchase by the Corporation upon
termination of Optionee's employment as contemplated by Paragraphs 5(e), 5(f)
and 5(g) hereof prior to the exercise date stated in the Option and such other
restrictions and conditions as the Board or Committee may deem advisable.

          (m) OTHER PROVISIONS: The Option agreements authorized under this Plan
shall contain such other provisions, including, without limitation, restrictions
upon the exercise of the Options, as the Board or the Committee shall deem
advisable. Shares shall not be issued pursuant to the exercise of an Option, if
the exercise of such Option or the issuance of shares thereunder would violate,
in the opinion of legal counsel for the Corporation, the provisions of any
applicable law or the rules or regulations of any applicable governmental or
administrative agency or body, such as the Act, the Securities Exchange Act of
1934, the rules promulgated under the foregoing or the rules and regulations of
any exchange upon which the shares of the Corporation are listed.

6.   AVAILABILITY OF INFORMATION

     During the term of the Plan and any additional period during which an
Option granted pursuant to the Plan shall be exercisable, the Corporation shall
make available, not later than one hundred and twenty (120) days following the
close of each of its fiscal years, such financial and other information
regarding the Corporation as is required by the bylaws of the Corporation and
applicable law to be furnished in an annual report to the stockholders of the
Corporation.

7.   EFFECTIVENESS OF PLAN; EXPIRATION

     Subject to approval by the stockholders of the Corporation, this Plan shall
be deemed effective as of the date it is adopted by the Board. The Plan shall
expire on March 1, 2010, but such expiration shall not affect the validity of
outstanding Options.

8.   AMENDMENT AND TERMINATION OF THE PLAN

     The Board may, insofar as permitted by law, from time to time, with respect
to any shares at the time not subject to Options, suspend or terminate the Plan
or revise or amend it in any respect whatsoever, except that without the
approval of the stockholders of the Corporation, no such revision or amendment
shall (i) increase the number of shares subject to the Plan, (ii) decrease the
price at which Options may be granted, (iii) materially increase the benefits to
Optionees, or (iv) change the class of persons eligible to receive Options under
this Plan; provided, however, no such action shall alter or impair the rights
and obligations under any Option outstanding as of the date thereof without the
written consent of the Optionee thereunder. No Option may be granted while the
Plan is suspended or after it is terminated, but the rights and obligations
under any Option granted while the Plan is in effect shall not be impaired by
suspension or termination of the Plan.

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9.   INDEMNIFICATION OF BOARD

     In addition to such other rights or indemnifications as they may have as
directors or otherwise, and to the extent allowed by applicable law, the members
of the Board and the Committee shall be indemnified by the Corporation against
the reasonable expenses, including attorneys' fees, actually and necessarily
incurred in connection with the defense of any claim, action, suit or
proceeding, or in connection with any appeal thereof, to which they or any of
them may be a party by reason of any action taken, or failure to act, under or
in connection with the Plan or any Option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Corporation) or paid by them in
satisfaction of a judgment in any such claim, action, suit or proceeding, except
in any case in relation to matters as to which it shall be adjudged in such
claim, action, suit or proceeding that such Board member is liable for
negligence or misconduct in the performance of his or her duties; provided that
within sixty (60) days after institution of any such action, suit or Board
proceeding the member involved shall offer the Corporation, in writing, the
opportunity, at its own expense, to handle and defend the same.

10.  APPLICATION OF FUNDS

     The proceeds received by the Corporation from the sale of common stock
pursuant to the exercise of Options will be used for general corporate purposes.

11.  NO OBLIGATION TO EXERCISE OPTION

     The granting of an Option shall impose no obligation upon the Optionee to
exercise such Option.

12.  NOTICES

     All notice, requests, demand, and other communications pursuant this Plan
shall be in writing and shall be deemed to have been duly given on the date of
service if served personally on the party to whom notice is to be given, or on
the third day following the mailing thereof to the party to whom notice is to be
given, by first class mail, registered or certified, postage prepaid.

13.  FINANCIAL STATEMENTS

     Optionees under this Plan shall receive financial statements annually
regarding the Corporation during the period the options are outstanding. The
financial statements provided need not comply with Title 10, Section 260.613 of
the Nevada Code of Regulations.

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                                    * * * * *

     The foregoing Incentive and Nonstatutory Stock Option Plan was duly adopted
and approved by the Board of Directors on September 14, 2000, subject to
shareholder ratification within twelve months.


                                        ----------------------------------------
                                        Ken Lew, Secretary

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                        AMERICAN SOIL TECHNOLOGIES, INC.

                       NONSTATUTORY STOCK OPTION AGREEMENT

     THIS STOCK OPTION AGREEMENT is made and entered into as of this ____ day of
______________, ____, by and between American Soil Technologies, Inc., a Nevada
corporation ("Company"), and ________________________________ (referred to
herein as the "Optionee"), with reference to the following recitals of facts:

     WHEREAS, the Board has authorized the granting to Optionee of a
nonstatutory stock option ("Option") to purchase shares of common stock of the
Company (the "Shares") upon the terms and conditions hereinafter stated; and

     WHEREAS, the Board and stockholders of the Company have heretofore adopted
a 2000 Incentive and Nonstatutory Stock Option Plan (the "Plan"), pursuant to
which this Option is being granted;

     WHEREAS, it is the intention of the parties that this Option be a
Nonstatutory Stock Option;

     NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties hereto agree as follows:

     1. SHARES; PRICE. The Company hereby grants to Optionee the right to
purchase, upon and subject to the terms and conditions herein stated,
___________ Shares for cash (or other consideration acceptable to the Board of
Directors of the Company, in their sole and absolute discretion) at the price of
$____ per Share, such price being determined in accordance with the Plan.

     2. TERM OF OPTION; CONTINUATION OF EMPLOYMENT. This Option shall expire,
and all rights hereunder to purchase the Shares shall terminate, ten (10) years
from the date hereof. This Option shall earlier terminate subject to Paragraphs
5 and 6 hereof if, and as of the date, Optionee ceases to be an employee,
director, or consultant of the Company. Nothing contained herein shall be
construed to interfere in any way with the right of the Company to terminate the
employment or engagement, as applicable, of Optionee or to increase or decrease
the compensation of Optionee from the rate in existence at the date hereof.

     3. VESTING OF OPTION. Subject to the provisions of Paragraphs 5 and 6
hereof, this Option shall vest and become exercisable during the term of
Optionee's employment or engagement in whole or in part beginning on the date of
this Agreement.

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     4. EXERCISE. This Option shall be exercised by delivery to the Company of
(a) a written notice of exercise stating the number of Shares being purchased
(in whole shares only) and such other information set forth on the form of
Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the
amount of the purchase price of the Shares covered by the notice, and (c) a
written statement as provided for in Paragraph 11 hereof. This Option shall not
be assignable or transferable, except by will or by the laws of descent and
distribution, and shall be exercisable only by Optionee during his or her
lifetime.

     5. TERMINATION OF EMPLOYMENT OR ENGAGEMENT. If Optionee shall cease to
serve as an employee, director, or consultant of the Company for any reason,
whether voluntarily or involuntarily, other than by his or her death or the
conclusion of the term of a written consulting agreement, provided such term
exceeds one year, Optionee shall have the right at any time within thirty (30)
days after date Optionee ceases to be an employee, director, or consultant of
the Company, or the remaining term of this Option, whichever is the lesser, to
exercise in whole or in part this Option to the extent, but only to the extent,
that this Option was exercisable as of the last day of employment or engagement,
as applicable, and had not previously been exercised; provided, however, that if
Optionee's termination of employment or engagement was caused by permanent
disability disabled (within the meaning of Section 22(e)(3) of the Code), the
foregoing thirty (30) day period shall be extended to six (6) months.

     Notwithstanding anything herein to the contrary, all rights under this
Option shall expire in any event on the date specified in Paragraph 2 hereof.

     6. DEATH OF OPTIONEE. If the Optionee shall die while an employee,
director, or consultant of the Company, Optionee's personal representative or
the person entitled to Optionee's rights hereunder may at any time during the
remaining term of this Option, exercise this Option and purchase Shares to the
extent, but only to the extent, that Optionee could have exercised this Option
as of the date of Optionee's death; provided, in any case, that this Option may
be so exercised only to the extent that this Option has not previously been
exercised by Optionee.

     7. NO RIGHTS AS STOCKHOLDER. Optionee shall have no rights as a stockholder
with respect to the Shares covered by any installment of this Option until the
date of the issuance of a stock certificate to Optionee, and no adjustment will
be made for dividends or other rights for which the record date is prior to the
date such stock certificate or certificates are issued except as provided in
Paragraph 8 hereof.

     8. RECAPITALIZATION. Subject to any required action by the stockholders of
the Company, the number of Shares covered by this Option, and the price per
Share thereof, shall be proportionately adjusted for any increase or decrease in
the number of issued Shares resulting from a subdivision or consolidation of
shares or the payment of a stock dividend, or any other increase or decrease in
the number of such shares affected without receipt of consideration by the
Company; provided however that the conversion of any convertible securities of
the Company shall not be deemed having been "effected without receipt of
consideration by the Company."

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     In the event of a proposed dissolution or liquidation of the Company, a
merger or consolidation in which the Company is not the surviving entity, or a
sale of all or substantially all of the assets of the Company, this Option shall
terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Board. The Board may, at its sole and absolute
discretion and without obligation, declare that this Option shall terminate as
of a date fixed by the Board and grant Optionee the right for a period
commencing thirty (30) days prior to and ending immediately prior to such date,
or during the remaining term of this Option, whichever occurs sooner, to
exercise this Option as to all or any part of the Shares, without regard to the
installment provision of Paragraph 3; provided, however, that such exercise
shall be subject to the consummation of such dissolution, liquidation, merger,
consolidation or sale.

     Subject to any required action by the stockholders of the Company, if the
Company shall be the surviving entity in any merger or consolidation, this
Option thereafter shall pertain to and apply to the securities to which a holder
of Shares equal to the Shares subject to this Option would have been entitled by
reason of such merger or consolidation, and the vesting provisions of Section 3
shall continue to apply.

     In the event of a change in the Shares of the Company as presently
constituted, which is limited to a change of all of its authorized Shares
without par value into the same number of Shares with a par value, the Shares
resulting from any such change shall be deemed to be the Shares within the
meaning of this Agreement.

     To the extent that the foregoing adjustments relate to shares or securities
of the Company, such adjustments shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as hereinbefore
expressly provided, Optionee shall have no rights by reason of any subdivision
or consolidation of share of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class, and the number and price of shares subject to this Option shall not
be affected by, and no adjustments shall be made by reason of, any dissolution,
liquidation, merger or consolidation, or any issue by the Company of shares of
stock of any class or securities convertible into shares of stock of any class.

     The grant of this Option shall not affect in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations or changes
in its capital or business structure or to merge, consolidate, dissolve or
liquidate or to sell or transfer all or any part of its business or assets.

     9. TAXATION UPON EXERCISE OF OPTION. Optionee understands that, upon
exercise of this Option, Optionee may recognize income, for federal and state
income tax purposes, in an amount equal to the amount by which the fair market
value of the Shares, determined as of the date of exercise, exceeds the exercise
price. The acceptance of the Shares by Optionee shall constitute an agreement by
Optionee to report such income in accordance with then applicable law and to
cooperate with Company in establishing the amount of such income and
corresponding deduction to the Company for its income tax purposes. Withholding
for federal or state income and employment tax purposes will be made, if and as
required by law, from Optionee's then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company
may require Optionee to make cash payment to cover such liability as a condition
of the exercise of this Option.

                                        3
<PAGE>
     10. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. The Board may modify,
extend or renew this Option or accept the surrender thereof (to the extent not
theretofore exercised) and authorize the granting of a new option in
substitution therefore (to the extent not theretofore exercised), subject at all
times to the Plan. Notwithstanding the foregoing provisions of this Paragraph
10, no modification shall, without the consent of the Optionee, alter to the
Optionee's detriment or impair any rights of Optionee hereunder.

     11. INVESTMENT INTENT; RESTRICTIONS ON TRANSFER. Optionee represents and
agrees that if Optionee exercises this Option in whole or in part, Optionee will
in each case acquire the Shares upon such exercise for the purpose of investment
and not with a view to, or for resale in connection with, any distribution
thereof; and that upon such exercise of this Option in whole or in part,
Optionee (or any person or persons entitled to exercise this Option under the
provisions of Paragraphs 5 and 6 hereof) shall furnish to the Company a written
statement to such effect, satisfactory to the Company in form and substance. The
Company, at its option, may include a legend on each certificate representing
Shares issued pursuant to any exercise of this Option, stating in effect that
such Shares have not been registered under the Securities Act of 1933, as
amended (the "Act"), and that the transferability thereof is restricted. If the
Shares represented by this Option are registered under the Act, either before or
after the exercise of this Option in whole or in part, the Optionee shall be
relieved of the foregoing investment representation and agreement and shall not
be required to furnish the Company with the foregoing written statement.

     Optionee further represents that Optionee has had access to the financial
statements or books and records of the Company, has had the opportunity to ask
questions of the Company concerning its business, operations and financial
condition, and to obtain additional information reasonably necessary to verify
the accuracy of such information, and further represents that Optionee has
either such experience and knowledge in investment, financial and business
matters or has investments similar to the stock of the Company such that
Optionee is capable of evaluating the merits and risks thereof and has the
capacity to protect his or her own interest in connection therewith.

                                        4
<PAGE>
     12. REGISTRATION RIGHTS.

          a. PIGGYBACK REGISTRATION RIGHTS. If the Company at any time proposes
to register any of its securities under the Act, including under an S-8
Registration Statement, an SB-2 Registration Statement or otherwise, it will
each such time give written notice to all holders of outstanding or exercised
options of its intention so to do. Upon the written request of a holder or
holders of any such outstanding or exercised options given within thirty (30)
days after receipt of any such notice, the Company will use its best efforts to
cause all such outstanding or exercised options, the holders of which shall have
so requested registration thereof, to be registered under the Act (with the
securities which the Company at the time propose to register), all to the extent
requisite to permit the sale or other disposition by the prospective Sellers of
the outstanding or exercised options so registered; provided, however, that the
Company may, as a condition precedent to its effecting such registration,
require each prospective Seller to agree with the Company and the managing
underwriter or underwriters of the offering to be made by the Company in
connection with such registration that such Seller will not sell any securities
of the same class or convertible into the same class as those registered by the
Company (including any class into which the securities registered by the Company
are convertible) for such reasonable period after such registration becomes
effective as shall then be specified in writing by such underwriter or
underwriters if in the opinion of such underwriter or underwriters the Company's
offering would be materially adversely affected in the absence of such an
agreement.

          b. PROCEDURES. In connection with the registration of any securities
pursuant to Section 12.a. hereof, the Company and the Optionee covenant and
agree as follows:

               (i) The Company shall pay all costs, fees, and expenses incurred
by the Company and the Optionee in connection with the Registration Statement
and the offering thereunder including, without limitation, the Company's legal
fees and expenses of counsel, accounting fees, printing expenses, and blue sky
fees and expenses (but excluding discounts or selling commissions of any
underwriter or broker dealer acting on behalf of the company or the Optionee).

               (ii) The Company  shall take all necessary  action which may be
reasonably required in qualifying or registering the securities included in the
Registration Statement for offering and sale under the securities or blue sky
laws of all states reasonably requested by Optionee, provided that the Company
shall not be obligated to qualify as a foreign corporation to do business under
the laws of any such jurisdiction.

               (iii) The Company  shall  indemnify  Optionee and each  person,
if any, who controls Optionee within the meaning of Section 15 of the Act or
Section 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"),
against all loss, claim, damage, expense or liability (including all expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which any of them may become subject under the Act, the Exchange
Act or otherwise, arising from the Registration Statement.

               (iv) The Company shall, as soon as practicable after the
effective date of the Registration Statement, and in any event within fifteen
(15) months thereafter, make "generally available to its security holders"

                                        5
<PAGE>
(within the meaning of Rule 158 under the Act) an earnings statement (which need
not be audited) complying with Section 11(a) of the Act and covering a period of
at least twelve (12) consecutive months beginning after the effective date of
the Registration Statement.

               (v) The Company shall (A) deliver promptly to Optionee and its
counsel, upon request, copies of all correspondence between the Commission and
the Company, its counsel, or auditors and all memoranda relating to discussions
with the Commission or its staff with respect to the Registration Statement; and
(B) permit Optionee and its counsel to perform such investigation, upon
reasonable advance notice, with respect to information contained in or omitted
from the Registration Statement, as it deems reasonably necessary to comply with
applicable securities laws or rules of the National Association of Securities
Dealers, Inc. Such investigation shall include, but not be limited to, access to
financial and accounting information and opportunities to discuss the business
of the Company with the Company's officers and independent auditors, all to such
reasonable extent, at such reasonable times and as often as Optionee and its
counsel shall reasonably request.

               (vi) The Company shall cause all securities of Optionee
registered pursuant to a Registration Statement to be listed on any national
securities exchange or quoted on any automated quotation system on which similar
securities of the Company are listed or quoted.

     13. STAND-OFF AGREEMENT. Optionee agrees that in connection with any
registration of the Company's securities, that upon the request of the Company
or any underwriter managing an underwritten offering of the Company's
securities, that Optionee shall not sell, short any sale of, loan, grant an
option for, or otherwise dispose of any of the Shares (other than Shares
included in the offering) without the prior written consent of the Company or
such managing underwriter, as applicable, for a period of at least one hundred
eighty (180) days following the effective date of registration of such offering.

     14. NOTICES. Any notice required to be given pursuant to this Option or the
Plan shall be in writing and shall be deemed to be delivered upon receipt or, in
the case of notices by the Company, five (5) days after deposit in the US. mail,
postage prepaid, addressed to Optionee at the address last provided to the
Company by Optionee for his or her employee records.

     15. AGREEMENT SUBJECT TO PLAN; APPLICABLE LAW. This Agreement is made
pursuant to the Plan and shall be interpreted to comply therewith. A copy of
such Plan is available to Optionee, at no charge, at the principal office of the
Company. Any provision of this Agreement inconsistent with the Plan shall be
considered void and replaced with the applicable provision of the Plan. This
Agreement has been granted, executed and delivered in the State of California,
and the interpretation and enforcement shall be governed by the laws thereof and
subject to the exclusive jurisdiction of the courts therein.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                        AMERICAN SOIL TECHNOLOGIES, INC.


                                        /s/ Neil C. Kitchen
                                        --------------------------------
                                        By:  Neil C. Kitchen
                                        Its: President, Chief Executive Officer


                                        ----------------------------------------
                                                                      , Optionee

                                        6
<PAGE>
                                   Appendix A

                               NOTICE OF EXERCISE

American Soil Technologies, Inc.
215 N. Marengo, Suite 110
Pasadena, CA 91101


                              --------------------
                                     (date)

                          Re: Nonstatutory Stock Option

     Notice is hereby given pursuant to Section 4 of my Nonstatutory Stock
Option Agreement that I elect to purchase the number of shares set forth below
at the exercise price set forth in my option agreement:

     Stock Option dated:                 _____________________

     Number of shares being purchased:   _____________________

     Option Exercise Price:             $_____________________

     A check in the amount of the aggregate price of the shares being purchased
is attached.

     I hereby confirm that such shares are being acquired by me for my own
account for investment purposes, and not with a view to, or for resale in
connection with, any distribution thereof.

     Further, I understand that, as a result of this exercise of rights, I will
recognize income in an amount equal to the amount by which the fair market value
of the Shares exceeds the exercise price. I agree to report such income in
accordance with then applicable law and to cooperate with Company in
establishing the withholding and corresponding deduction to the Company for its
income tax purposes.

     I agree to provide to the Corporation such additional documents or
information as may be required pursuant to the Corporation's 2000 Incentive and
Nonstatutory Stock Option Plan.


                                        ----------------------------------------
                                                      (Signature)


                                        ----------------------------------------
                                                  (Name of Optionee)
<PAGE>
                        AMERICAN SOIL TECHNOLOGIES, INC.

                        INCENTIVE STOCK OPTION AGREEMENT

     THIS INCENTIVE STOCK OPTION AGREEMENT is made and entered into as of this
____ day of ______________, 2000, by and between American Soil Technologies, a
Nevada corporation ("Company"), and ________________________________ (referred
to herein as the "Optionee"), with reference to the following recitals of facts:

     WHEREAS, the Board has authorized the granting to Optionee of an incentive
stock option ("Option") to purchase shares of common stock of the Company (the
"Shares") upon the terms and conditions hereinafter stated; and

     WHEREAS, the Board and stockholders of the Company have heretofore adopted
a 2000 Incentive and Nonstatutory Stock Option Plan (the "Plan"), pursuant to
which this Option is being granted;

     WHEREAS, it is the intention of the parties that this Option be an
Incentive Stock Option (a Qualified Stock Option);

     NOW, THEREFORE, in consideration of the covenants herein set forth, the
parties hereto agree as follows:

     1. SHARES; PRICE. The Company hereby grants to Optionee the right to
purchase, upon and subject to the terms and conditions herein stated, _______
Shares for cash (or other consideration acceptable to the Board of Directors of
the Company, in their sole and absolute discretion) at the price of $____ per
Share, such price being not less than the fair market value per share of the
Shares covered by these Options as of the date hereof and as determined by the
Board of Directors of the Company.

     2. TERM OF OPTION; CONTINUATION OF EMPLOYMENT. This Option shall expire,
and all rights hereunder to purchase the Shares shall terminate, ten (10) years
from the date hereof. This Option shall earlier terminate subject to Paragraphs
5 and 6 hereof if, and as of the date, Optionee ceases to be an employee of the
Company. Nothing contained herein shall be construed to interfere in any way
with the right of the Company to terminate the employment or engagement, as
applicable, of Optionee or to increase or decrease the compensation of Optionee
from the rate in existence at the date hereof.

     3. VESTING OF OPTION. Subject to the provisions of Paragraphs 5 and 6
hereof, this Option shall vest and become exercisable during the term of
Optionee's employment or engagement in whole or in part beginning on the date of
this Agreement.

     4. EXERCISE. This Option shall be exercised by delivery to the Company of
(a) a written notice of exercise stating the number of Shares being purchased
(in whole shares only) and such other information set forth on the form of
Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the
amount of the purchase price of the Shares covered by the notice, and (c) a

                                        1
<PAGE>
written statement as provided for in Paragraph 11 hereof. This Option shall not
be assignable or transferable, except by will or by the laws of descent and
distribution, and shall be exercisable only by Optionee during his or her
lifetime.

     5. TERMINATION OF EMPLOYMENT OR ENGAGEMENT. If Optionee shall cease to
serve as an employee of the Company for any reason, whether voluntarily or
involuntarily, other than by his or her death or the conclusion of the term of a
written consulting agreement, provided such term exceeds one year, Optionee
shall have the right at any time within thirty (30) days after date Optionee
ceases to be an employee of the Company, or the remaining term of this Option,
whichever is the lesser, to exercise in whole or in part this Option to the
extent, but only to the extent, that this Option was exercisable as of the last
day of employment or engagement, as applicable, and had not previously been
exercised; provided, however, that if Optionee's termination of employment or
engagement was caused by permanent disability (within the meaning of Section
22(e)(3) of the Code), the foregoing thirty (30) day period shall be extended to
six (6) months; or

     Notwithstanding anything herein to the contrary, all rights under this
Option shall expire in any event on the date specified in Paragraph 2 hereof.

     6. DEATH OF OPTIONEE. If the Optionee shall die while an employee of the
Company, Optionee's personal representative or the person entitled to Optionee's
rights hereunder may at any time during the remaining term of this Option,
exercise this Option and purchase Shares to the extent, but only to the extent,
that Optionee could have exercised this Option as of the date of Optionee's
death; provided, in any case, that this Option may be so exercised only to the
extent that this option has not previously been exercised by Optionee.

     7. NO RIGHTS AS STOCKHOLDER. Optionee shall have no rights as a stockholder
with respect to the Shares covered by any installment of this Option until the
date of the issuance of a stock certificate to Optionee, and no adjustment will
be made for dividends or other rights for which the record date is prior to the
date such stock certificate or certificates are issued except as provided in
Paragraph 8 hereof.

     8. RECAPITALIZATION. Subject to any required action by the stockholders of
the Company, the number of Shares covered by this Option, and the price per
Share thereof, shall be proportionately adjusted for any increase or decrease in
the number of issued Shares resulting from a subdivision or consolidation of
shares or the payment of a stock dividend, or any other increase or decrease in
the number of such shares affected without receipt of consideration by the
Company; provided however that the conversion of any convertible securities of
the Company shall not be deemed having been "effected without receipt of
consideration by the Company."

     In the event of a proposed dissolution or liquidation of the Company, a
merger or consolidation in which the Company is not the surviving entity, or a
sale of all or substantially all of the assets of the Company, this Option shall
terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Board. The Board may, at its sole and absolute
discretion and without obligation, declare that this Option shall terminate as
of a date fixed by the Board and grant Optionee the right for a period
commencing thirty (30) days prior to and ending immediately prior to such date,
or during the remaining term of this Option, whichever occurs sooner, to

                                        2
<PAGE>
exercise this Option as to all or any part of the Shares, without regard to the
installment provision of Paragraph 3; provided, however, that such exercise
shall be subject to the consummation of such dissolution, liquidation, merger,
consolidation or sale.

     Subject to any required action by the stockholders of the Company, if the
Company shall be the surviving entity in any merger or consolidation, this
Option thereafter shall pertain to and apply to the securities to which a holder
of Shares equal to the Shares subject to this Option would have been entitled by
reason of such merger or consolidation, and the vesting provisions of Section 3
shall continue to apply.

     In the event of a change in the Shares of the Company as presently
constituted, which is limited to a change of all of its authorized Shares
without par value into the same number of Shares with a par value, the Shares
resulting from any such change shall be deemed to be the Shares within the
meaning of this Agreement.

     To the extent that the foregoing adjustments relate to shares or securities
of the Company, such adjustments shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as hereinbefore
expressly provided, Optionee shall have no rights by reason of any subdivision
or consolidation of share of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class, and the number and price of shares subject to this Option shall not
be affected by, and no adjustments shall be made by reason of, any dissolution,
liquidation, merger or consolidation, or any issue by the Company of shares of
stock of any class or securities convertible into shares of stock of any class.

     The grant of this Option shall not affect in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations or changes
in its capital or business structure or to merge, consolidate, dissolve or
liquidate or to sell or transfer all or any part of its business or assets.

     9. TAXATION UPON EXERCISE OF OPTION. Optionee understands that, upon
exercise of this Option, Optionee may recognize income, for federal and state
income tax purposes, in an amount equal to the amount by which the fair market
value of the Shares, determined as of the date of exercise, exceeds the exercise
price. The acceptance of the Shares by Optionee shall constitute an agreement by
Optionee to report such income in accordance with then applicable law and to
cooperate with Company in establishing the amount of such income and
corresponding deduction to the Company for its income tax purposes. Withholding
for federal or state income and employment tax purposes will be made, if and as
required by law, from Optionee's then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company
may require Optionee to make cash payment to cover such liability as a condition
of the exercise of this Option.

     10. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. The Board may modify,
extend or renew this Option or accept the surrender thereof (to the extent not
theretofore exercised) and authorize the granting of a new option in
substitution therefore (to the extent not theretofore exercised), subject at all
times to the Plan. Notwithstanding the foregoing provisions of this Paragraph
10, no modification shall, without the consent of the Optionee, alter to the
Optionee's detriment or impair any rights of Optionee hereunder.

                                        3
<PAGE>
     11. INVESTMENT INTENT; RESTRICTIONS ON TRANSFER. Optionee represents and
agrees that if Optionee exercises this Option in whole or in part, Optionee will
in each case acquire the Shares upon such exercise for the purpose of investment
and not with a view to, or for resale in connection with, any distribution
thereof; and that upon such exercise of this Option in whole or in part,
Optionee (or any person or persons entitled to exercise this Option under the
provisions of Paragraphs 5 and 6 hereof) shall furnish to the Company a written
statement to such effect, satisfactory to the Company in form and substance. The
Company, at its option, may include a legend on each certificate representing
Shares issued pursuant to any exercise of this Option, stating in effect that
such Shares have not been registered under the Securities Act of 1933, as
amended (the "Act"), and that the transferability thereof is restricted. If the
Shares represented by this Option are registered under the Act, either before or
after the exercise of this Option in whole or in part, the Optionee shall be
relieved of the foregoing investment representation and agreement and shall not
be required to furnish the Company with the foregoing written statement.

     Optionee further represents that optionee has had access to the financial
statements or books and records of the Company, has had the opportunity to ask
questions of the Company concerning its business, operations and financial
condition, and to obtain additional information reasonably necessary to verify
the accuracy of such information, and further represents that Optionee (either
such experience and knowledge in investment, financial and business matters in
investments similar to the stock of the Company that Optionee is capable of
evaluating the merits and risks thereof and has the capacity to protect his or
her own interest in connection therewith.

     12. REGISTRATION RIGHTS.

          a. PIGGYBACK REGISTRATION RIGHTS. If the Company at any time proposes
to register any of its securities under the Act, including under an S-8
Registration Statement, an SB-2 Registration Statement or otherwise, it will
each such time give written notice to all holders of outstanding or exercised
options of its intention so to do. Upon the written request of a holder or
holders of any such outstanding or exercised options given within thirty (30)
days after receipt of any such notice, the Company will use its best efforts to
cause all such outstanding or exercised options, the holders of which shall have
so requested registration thereof, to be registered under the Act (with the
securities which the Company at the time propose to register), all to the extent
requisite to permit the sale or other disposition by the prospective Sellers of
the outstanding or exercised options so registered; provided, however, that the
Company may, as a condition precedent to its effecting such registration,
require each prospective Seller to agree with the Company and the managing
underwriter or underwriters of the offering to be made by the Company in
connection with such registration that such Seller will not sell any securities
of the same class or convertible into the same class as those registered by the
Company (including any class into which the securities registered by the Company
are convertible) for such reasonable period after such registration becomes
effective as shall then be specified in writing by such underwriter or
underwriters if in the opinion of such underwriter or underwriters the Company's
offering would be materially adversely affected in the absence of such an
agreement.

                                        4
<PAGE>
          b. PROCEDURES. In connection with the registration of any securities
pursuant to Section 12.a. hereof, the Company and the Optionee covenant and
agree as follows:

               (i) The Company shall pay all costs, fees, and expenses incurred
by the Company and the Optionee in connection with the Registration Statement
and the offering thereunder including, without limitation, the Company's legal
fees and expenses of counsel, accounting fees, printing expenses, and blue sky
fees and expenses (but excluding discounts or selling commissions of any
underwriter or broker dealer acting on behalf of the company or the Optionee).

               (ii) The Company shall take all necessary action which may be
reasonably required in qualifying or registering the securities included in the
Registration Statement for offering and sale under the securities or blue sky
laws of all states reasonably requested by Optionee, provided that the Company
shall not be obligated to qualify as a foreign corporation to do business under
the laws of any such jurisdiction.

               (iii) The Company shall indemnify Optionee and each person, if
any, who controls Optionee within the meaning of Section 15 of the Act or
Section 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"),
against all loss, claim, damage, expense or liability (including all expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which any of them may become subject under the Act, the Exchange
Act or otherwise, arising from the Registration Statement.

               (iv) The Company shall, as soon as practicable after the
effective date of the Registration Statement, and in any event within fifteen
(15) months thereafter, make "generally available to its security holders"
(within the meaning of Rule 158 under the Act) an earnings statement (which need
not be audited) complying with Section 11(a) of the Act and covering a period of
at least twelve (12) consecutive months beginning after the effective date of
the Registration Statement.

               (v) The Company shall (A) deliver promptly to Optionee and its
counsel, upon request, copies of all correspondence between the Commission and
the Company, its counsel, or auditors and all memoranda relating to discussions
with the Commission or its staff with respect to the Registration Statement; and
(B) permit Optionee and its counsel to perform such investigation, upon
reasonable advance notice, with respect to information contained in or omitted
from the Registration Statement, as it deems reasonably necessary to comply with
applicable securities laws or rules of the National Association of Securities
Dealers, Inc. Such investigation shall include, but not be limited to, access to
financial and accounting information and opportunities to discuss the business
of the Company with the Company's officers and independent auditors, all to such
reasonable extent, at such reasonable times and as often as Optionee and its
counsel shall reasonably request.

                                        5
<PAGE>
               (vi) The Company shall cause all securities of Optionee
registered pursuant to a Registration Statement to be listed on any national
securities exchange or quoted on any automated quotation system on which similar
securities of the Company are listed or quoted.

     13. STAND-OFF AGREEMENT. Optionee agrees that in connection with any
registration of the Company's securities, that upon the request of the Company
or any underwriter managing an underwritten offering of the Company's
securities, that Optionee shall not sell, short any sale of, loan, grant an
option for, or otherwise dispose of any of the Shares (other than Shares
included in the offering) without the prior written consent of the Company or
such managing underwriter, as applicable, for a period of at least one hundred
eighty (180) days following the effective date of registration of such offering.

     14. NOTICES. Any notice required to be given pursuant to this Option or the
Plan shall be in writing and shall be deemed to be delivered upon receipt or, in
the case of notices by the Company, five (5) days after deposit in the US. mail,
postage prepaid, addressed to Optionee at the address last provided to the
Company by Optionee for his or her employee records.

     15. AGREEMENT SUBJECT TO PLAN; APPLICABLE LAW. This Agreement is made
pursuant to the Plan and shall be interpreted to comply therewith. A copy of
such Plan is available to Optionee, at no charge, at the principal office of the
Company. Any provision of this Agreement inconsistent with the Plan shall be
considered void and replaced with the applicable provision of the Plan. This
Agreement has been granted, executed and delivered in the State of California,
and the interpretation and enforcement shall be governed by the laws thereof and
subject to the exclusive jurisdiction of the courts therein.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                        AMERICAN SOIL TECHNOLOGIES, INC.


                                        /s/ Neil C. Kitchen
                                        --------------------------------
                                        By:  Neil C. Kitchen
                                        Its: President, Chief Executive Officer


                                        ----------------------------------------
                                                                      , Optionee

                                        6
<PAGE>
                                   Appendix A

                               NOTICE OF EXERCISE

American Soil Technologies, Inc.
215 N. Marengo, Suite 110
Pasadena, CA 91101


                              --------------------
                                     (date)

Re: Incentive Stock Option

     Notice is hereby given pursuant to Section 4 of my Incentive Stock Option
Agreement that I elect to purchase the number of shares set forth below at the
exercise price set forth in my option agreement:

     Stock Option dated:                 _____________________

     Number of shares being purchased:   _____________________

     Option Exercise Price:             $_____________________

     A check in the amount of the aggregate price of the shares being purchased
is attached.

     I hereby confirm that such shares are being acquired by me for my own
account for investment purposes, and not with a view to, or for resale in
connection with, any distribution thereof.

     Further, I understand that, as a result of this exercise of rights, I will
recognize income in an amount equal to the amount by which the fair market value
of the Shares exceeds the exercise price. I agree to report such income in
accordance with then applicable law and to cooperate with Company in
establishing the withholding and corresponding deduction to the Company for its
income tax purposes.

     I agree to provide to the Corporation such additional documents or
information as may be required pursuant to the Corporation's 2000 Incentive and
Nonstatutory Stock Option Plan.


                                        ----------------------------------------
                                                      (Signature)

                                        ----------------------------------------
                                                   (Name of Optionee)