Exhibit 10.1
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered
into as of this
1st day of February, 2008, by and between American Soil
Technologies, Inc., a
Nevada corporation, (the "Company") and BSW & Associates,
located at 2020 Main
Street, Suite 500, Irvine CA 92614 (the "Consultant")
(individually, a "Party";
collectively, the "Parties").
RECITALS
WHEREAS, Consultant has certain financial consulting experience;
and
WHEREAS, the Company wishes to engage the services of Consultant to
assist the
Company in its financial reports.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the
Parties hereto hereby agree as follows:
1. CONSULTING SERVICES.
Consultant agrees assist the Company in preparing it financial
statements for
the fiscal year ended September 30, 2007, as well as to assist the
Company in
its responses to a pending comment letter received from the
Securities and
Exchange Commission ("SEC") (the "Consulting Services"). Consultant
hereby
agrees to perform the Consulting Services in a workmanlike
manner.
2. TERM OF AGREEMENT.
This Agreement shall be in full force and effect commencing upon
the date
hereof. This Agreement shall terminate upon the Consultant's full
completion of
the Consulting Services. Either Party hereto shall have the right
to terminate
this Agreement without notice in the event of the death,
bankruptcy, insolvency,
or assignment for the benefit of creditors of the other Party.
Consultant shall
have the right to terminate this Agreement if Company fails to
comply with the
terms of this Agreement, including without limitation its
responsibilities for
compensation as set forth in this Agreement, and such failure
continues
unremedied for a period of 30 days after written notice to the
Company by
Consultant. The Company shall have the right to terminate this
Agreement upon
delivery to Consultant of notice setting forth with specificity
facts comprising
a material breach of this Agreement by Consultant if such breach
shall remain
uncured for more than 30 days.
<PAGE>
3. TIME DEVOTED BY CONSULTANT.
It is anticipated that the Consultant shall spend as much time as
deemed
necessary by the Consultant in order to perform the obligations of
Consultant
hereunder. The Company understands that this amount of time may
vary and that
the Consultant may perform Consulting Services for other
companies.
4. PLACE WHERE CONSULTING SERVICES WILL BE PERFORMED.
The Consultant will perform most Consulting Services in accordance
with this
Agreement at Consultant's offices. In addition, the Consultant will
perform
Consulting Services on the telephone and at such other place(s) as
necessary to
perform these Consulting Services in accordance with this
Agreement.
5. COMPENSATION TO CONSULTANT.
As compensation for the Consulting Services, and subject to the
terms and
conditions of this Agreement, Company will, upon entering into this
Agreement,
authorize the issuance and delivery of 175,000 shares of the
Company's common
stock (the "Compensation Shares") to Brian Weiss, an individual
designated by
Consultant to perform the Consulting Services. As soon as
reasonably practicable
after the full execution of this Agreement, Company agrees to file
one or more
Registration Statements on Form S-8 with the SEC registering the
Compensation
Shares to permit the public sale by the Consultant, and will use
its reasonable
best efforts to maintain the effectiveness of this Registration
Statement for so
long as an effective Registration Statement is required for the
public sale by
the Consultant of the Compensation Sha
