AGREEMENT

                                                                   Exhibit 10.10


                                    AGREEMENT


     THIS AGREEMENT having been entered into this 11th day of December 2000, by
and between AMERICAN SOIL TECHNOLOGIES, INC., hereinafter referred to as
"Company" and XXX XXXXXXXXX, hereinafter referred to as the "Shareholder".

     WHEREAS, the Shareholder has entered into an agreement of settlement of
litigation known as XXX XXXXXXXXX & POLYMER PLUSLLC v. VICE, INC. dba SOIL
TECHNOLOGY which was filed in the Arizona Superior Court in Tucson, Pima County,
Arizona, under Case No. C-20002867; and

     WHEREAS, the settlement with Vice, Inc. includes the transfer of $20,000
worth of registered stock of the Company; and

     WHEREAS, the Company is in agreement that said stock should be transferred
under the following covenants and conditions.

     NOW, THEREFORE, in consideration of the covenants and promises contained
herein, the parties agree as follows:

     1. That the Company shall immediately issue $20,000 worth of registered
stock in the company known as AMERICAN SOIL TECHNOLOGIES, INC., to Vice, Inc.

     2. That Shareholder shall pay the sum of $5,000 in June 2001 to Vice, Inc.

     3. That in exchange for item No.1, the Shareholder shall transfer $20,000
shares of restricted stock back to AMERICAN SOIL TECHNOLOGIES, INC. 4. No other
obligations will exist between the parties hereto pursuant to this Agreement.
That the sole obligation of each party is enumerated herein and no other
statutory or contractual obligation shall exist between the parties.


                        AMERICAN SOIL TECHNOLOGIES, INC.,

                        By: /s/ Xxxx Kitchen
                                Xxxx Kitchen, President


                                /s/ Xxx Xxxxxxxxx
                                Xxx Xxxxxxxxx