ACQUISITION OF ADVANCED FERTILIZER TECHNOLOGIES, INC.

                                       BY

                        AMERICAN SOIL TECHNOLOGIES, INC.



                        AGREEMENT AND PLAN OF ACQUISITION



     THIS AGREEMENT AND PLAN OF ACQUISITION ("Agreement") is entered into on

March 14, 2006 by and between Advanced Fertilizer Technologies, Inc., a Florida

corporation ("AFTI"), UTEK CORPORATION, a Delaware corporation ("UTEK"), and

American Soil Technologies, Inc., a Nevada corporation ("SOIL"). AFTI, UTEK, and

SOIL may be referred to herein individually as the "Party" and collectively as

the "Parties."



     WHEREAS, UTEK owns 100% of the issued and outstanding shares of Common

Stock of AFTI ("AFTI Shares");

and



     WHEREAS, before the Closing Date (as defined in Section 1.04 hereof), AFTI

will acquire the Patent(s) from Black Rock Holding Trust, as described in the

Patent Assignment Agreement and which are attached hereto as part of Exhibit A

and made a part of this Agreement ("Patent Assignment Agreement"), and the

rights to develop and market the patented and proprietary technology for all

fields of uses under the Patent Assignment Agreement ("Technology");



     WHEREAS, the Parties hereto desire to provide for the terms and conditions

upon which AFTI will be acquired by SOIL in a stock-for-stock exchange

("Acquisition") in accordance with the respective corporate laws of their state,

upon consummation of which all AFTI Shares will be owned by SOIL, and all issued

and outstanding AFTI Shares will be exchanged for common stock of SOIL with

terms and conditions as set forth more fully in this Agreement; and



     WHEREAS, for federal income tax purposes, it is intended that the

Acquisition qualifies within the meaning of Section 368 (a)(1)(B) of the

Internal Revenue Code of 1986, as amended ("Code").



     NOW, THEREFORE, in consideration of the premises and for other good and

valuable consideration, the receipt, adequacy and sufficiency of which are by

this Agreement acknowledged, the Parties hereto agree as follows:

<PAGE>

                                    ARTICLE 1

                         THE STOCK-FOR-STOCK ACQUISITION



     1.01 The Acquisition



     (a) Acquisition Agreement. Subject to the terms and conditions of this

agreement, at the Effective Date, as defined below, all AFTI Shares shall be

acquired from UTEK by SOIL in accordance with the respective corporate laws of

their state and the provisions of this Agreement, and the separate corporate

existence of AFTI, as a wholly owned subsidiary of SOIL, shall continue after

the Closing.



     (b) Effective Date. The Acquisition shall become effective upon the

execution of this Agreement and closing of the transaction ("Effective Date").



     1.02 Exchange of Stock. At the Effective Date, by virtue of the

Acquisition, all of the AFTI Shares that are issued and outstanding at the

Effective Date shall be exchanged for 4,500,000 Preferred B Series shares of

SOIL that shall convert to common shares of SOIL with piggyback registration

rights after twelve (12) months of the execution of this agreement. The

conversion to common stock will be based on a value of $2,250,000. The number of

common shares to be issued upon conversion will be $2,250,000 divided by the

then current share price. For example, if the common stock is trading at $.50

per share, then upon conversion of the Preferred B Series shares UTEK would

receive ($2,250,000 divided by $.50/per share) 4,500,000 common shares. By

agreement of the shareholders of AFTI, SOIL shares shall be issued as follows:



     Shareholder                        Number of Preferred B Series SOIL Shares

     -----------                        ----------------------------------------

     UTEK Corporation                                  4,275,000

     Aware Capital Consultants, Inc.                     225,000



     1.03 Effect of Acquisition.



     (a) Rights in AFTI Cease. At and after the Effective Date, the holder of

each certificate of common stock of AFTI shall cease to have any rights as a

shareholder of AFTI.



     (b) Closure of AFTI Shares Records. From and after the Effective Date, the

stock transfer books of AFTI shall be closed, and there shall be no further

registration of stock transfers on the records of AFTI.



                                       2

<PAGE>

     1.04 Closing. Subject to the terms and conditions of this Agreement, the

Closing of the Acquisition shall take place on ___________________, 2006.



                                    ARTICLE 2

                         REPRESENTATIONS AND WARRANTIES



     2.01 Representations and Warranties of UTEK and AFTI. UTEK and AFTI

represent and warrant to SOIL that the facts set forth below are true and

correct:



     (a) Organization. AFTI and UTEK are corporations duly organized, validly

existing and in good standing under the laws of their respective states of

incorporation, and they have the requisite power and authority to conduct their

business and consummate the transactions contemplated by this Agreement. True,

correct and complete copies of the articles of incorporation, bylaws and all

corporate minutes of AFTI have been provided to SOIL and such documents are

presently in effect and have not been amended or modified.



     (b) Authorization. The execution of this Agreement and the consummation of

the Acquisition and the other transactions contemplated by this Agreement have

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC