MARKETING AND REVENUE SHARING AGREEMENT

 

                                                                   Exhibit 10.26

 

                     MARKETING AND REVENUE SHARING AGREEMENT

 

     THIS AGREEMENT made this 2nd day of December, 2004 by and between,( West

Coast Fairways), a company to be formed by Bill Cope and Donald Sternberg, with

its principal place of business located at 5525 Oakdale Ave, Suite 170, Woodland

Hills, California 91364-2651, hereinafter referred to as "the Marketer", and

American Soil Technologies, Inc., having its main office at 1224 Montague

Street, Pacoima, CA 91331, hereinafter referred to as " ASTI" hereinafter

collectively referred to as the Parties.

 

WHEREAS, Marketer services, sells and markets products used in the Turf and

Agriculture Industries;

 

WHEREAS, ASTI is in the business of manufacturing, blending and distributing

products and machinery related to those sold, marketed and serviced by Marketer;

 

WHEREAS, ASTI desires to grant and Marketer desires to acquire, certain rights

to service, sell and market products and machinery used in the Turf and

Agriculture industry manufactured, blended and distributed by the ASTI;

 

NOW, THEREFORE, in consideration as set forth herein as well as the mutual

promises contained herein, the Parties hereto agree as follows:

 

1. CONSIDERATION

 

     The consideration for the acquisition of "distributor rights" shall be

$50,000.00. The Consideration shall be paid, in full, at the time of execution

of this Agreement or upon the agreement of the Parties shall be paid from

revenue subsequently generated from operations as stated in the following

provision of this Agreement entitled "Revenue Sharing"

 

2. REVENUE SHARING

 

The parties to this Agreement will share the revenue, from operations, as

follows:

 

     a. Equal division of net revenues. Net revenues shall be those revenues

remaining after the deductions for costs of product and operations. Costs of

operations shall include that for the M-216 operator, including commission,

lodging and per diem if required.

<PAGE>

     b. If Marketer does not pay the distributor fee at the time of the

execution of this Agreement, the parties agree to a revenue sharing of 75/25, 75

going to ASTI. From the 75, 25 shall be applied to satisfying the distributor

fee until such time as the $50,000.00 is paid in full after which net revenue

sharing will revert to 50/50.

 

3. DISTRIBUTION RIGHTS

 

     Subject to the terms and conditions set forth in this Agreement, ASTI

hereby grants to Marketer the right to market and distribute, on a non-exclusive

basis, within the Territory as set forth in Schedule "A" attached hereto (the

"Territory"), certain products manufactured or formulated by ASTI and listed in

Schedule "B" attached hereto (the "Products"). ASTI reserves the right to at any

time change, modify or discontinue any of the Products and to amend Schedule "B"

accordingly. Additionally, ASTI may, but is not obligated to, add additional

Products to Schedule "B" which may then be distributed as provided herein.

 

4. EXCLUSIVITY

 

     The Marketer shall be the exclusive distributor to those customers that

are, from time to time, added to and set out in Schedule C and shall continue as

an exclusive customer so long as the Marketer sells Products to said customer.

The Marketer may have exclusive customers outside the Territory. While this

agreement remains in effect, ASTI will not, directly or indirectly, sell the

Products to Marketer's customers and will not permit anyone, either directly or

indirectly, to sell Products to Marketer's customers without Marketer's express

permission.

 

5. EQUIPMENT FOR OPERATIONS

 

     a. In consideration for the payment of the $50,000.00 distributor fee, ASTI

will provide Marketer with a M-216 and trailer;

 

     b. In addition, because a tractor, specially equipped, is necessary to

operate the M-216, properly, ASTI will make available, by separate lease or

purchase agreement, such fully equipped tractor along with the M-216 and

trailer. The title and the responsibility for the cost of acquisition and

maintenance of such tractor shall be in addition to the distributor fee and

shall be paid from the 25% additional revenue sharing as described hereinabove

if said amount is available and, if not shall be the economic responsibility of

the Marketer.

 

     c. At all times the title to the M-216 and trailer shall remain with ASTI.

 

                                       2

<PAGE>

6.  TERM

 

     This Agreement shall commence as of the date set forth above (the

"Effective Date") and continue for a period of three (3) years, followed by two

(3) year option periods whereupon the Agreement shall expire unless both parties

agree to an extension of the term hereof, which extension may be subject to

additional terms and conditions. This Agreement may be terminated: (1) at any

time by the mutual consent of the parties in writing, effective as provided

therein; (2) with cause by either party at any time by giving the other party

thirty (30) days notice, in writing, by regular mail facsimile transmission, of

such termination.

 

7. TRADEMARKS AND TRADENAMES

 

     During the term of this Agreement, ASTI grants to Marketer a limited

license to reproduce trademarks and trade names of Marketer as necessary for the

sole purpose of allowing Marketer to fully promote and market the Products and

Services pursuant to the terms of this Agreement. Any and all trademarks and

trade names associated with the Products or Services are and shall remain the

exclusive property of ASTI. If, during the term of this Agreement, a trademark

registration is to take place in the Territory, all rights shall belong to ASTI,

who shall also bear the costs for such registration. Whenever Marketer employs

any trademark of ASTI to be used in any form of printed material, Marketer shall

place an asterisk immediately after and slightly above the first use of the

trademark referring to a footnote reading "Trademark of ASTI." Marketer shall

deliver to ASTI all Marketer's promotion and advertising material for ASTI's

review, prior to such promotion or advertising utilizing any of ASTI's

trademarks or trade names. Marketer agrees not to use any promotion or

advertising that ASTI finds unsuitable in its reasonable discretion.

 

8. MARKETER'S OBLIGATION

 

8.1  Marketing Efforts

 

     Marketer agrees to use its best endeavors to promote the sale of the

Products and the Services in the Territory on the maximum possible scale by all

usual means and to act loyally to ASTI in all matters involved in this

Agreement. In addition, Marketer agrees to:

 

     (a) provide ASTI with all sales projections on any annual basis commencing

     on the first aniversity of this Agreement and each year thereafter during

     the term of this Agreement,

 

                                       3

<PAGE>

     (b) advise ASTI of any inquiries which it or any of its associated

     company(ies), may receive from any prospective customers for the supply of

     Products outside the Territory;

 

      (c) inform ASTI immediately of any changes in Marketer's organization or

     method of doing business which might affect the performance of Marketer's

     duties hereunder; and

 

     (d) keep ASTI fully informed at all times of the market conditions,

     competitive products and prices, and other facts material to the marketing

     of the Products and Service in the Territory.

 

8.2 Non-Competition

 

     During the term of this Agreement, Marketer shall not, directly or

indirectly, distribute in the Territory, ASTI's products purchas