DEBT CONVERSION AGREEMENT



     THIS DEBT CONVERSION AGREEMENT ("Agreement"), dated as of March 31, 2003,

is by and between AMERICAN SOIL TECHNOLOGIES, INC., a Nevada corporation

("Debtor"), and THE BENZ GROUP ("Creditor") (collectively, the "Parties").



                               W I T N E S S E T H



     WHEREAS, Debtor owes Creditor for various debts incurred; and



     WHEREAS, Creditor is willing to accept shares of Series A Preferred Stock

(the "Shares") as payment of debts owing to it from Debtor upon the terms and

conditions set forth herein.



     NOW THEREFORE, in consideration of the promises and respective mutual

agreements herein contained, it is agreed by and between the Parties hereto as

follows:



                                    ARTICLE 1

                              PAYMENT OF THE SHARES



     1.1 Debts Owing. Debtor owes Creditor a total of $2,381,849.08. The current

fair market value of the Shares is $0.50 in the judgment of the Debtor and the

Creditor. Creditor hereby agrees to accept 4,763.699 Shares as payment in full

of the $2,381,849.08 in debt being carried on Creditor's books from Debtor. Upon

execution of this Agreement (the "Closing"), subject to the terms and conditions

herein set forth, and on the basis of the representations, warranties and

agreements herein contained, Debtor shall transfer to Creditor the Shares.



     1.2 Instruments of Conveyance and Transfer. As soon as practicable after

the Closing, Debtor shall deliver a certificate or certificates representing the

Shares of to Creditor sufficient to transfer all right, title and interest in

the Shares to Creditor.



     1.3 Consideration and Payment for the Shares. In consideration for the

Shares, Creditor shall credit the total sum of $2,381,849.08 to Debtor as

payment in full of past debts owing to Creditor from Debtor.



                                    ARTICLE 2

              REPRESENTATIONS AND COVENANTS OF DEBTOR AND CREDITOR



     2.1      Debtor hereby represents and warrants that:



     (a) Debtor shall transfer title, in and to the Shares to Creditor free and

clear of all liens, security interests, pledges, encumbrances, charges,

restrictions, demands and claims, of any kind and nature whatsoever, whether

direct or indirect or contingent.



     (b) As soon as practicable after the Closing Date, Debtor shall deliver to

Creditor a certificate or certificates representing the Shares subject to no

liens, security interests, pledges, encumbrances, charges, restrictions, demands

or claims in any other party whatsoever, except as set forth in the legend on

the certificate, which legend shall provide as follows:

<PAGE>

     THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT

     BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE

     SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF

     COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.



     (c) Creditor acknowledges that the Shares will initially be "restricted

securities" (as such term is defined in Rule 144 promulgated under the

Securities Act of 1933, as amended ("Rule 144"), that the Shares will include

the foregoing restrictive legend, and, except as otherwise set forth in this

Agreement, that the Shares cannot be sold unless registered with the United

States Securities and Exchange Commission ("SEC") and qualified by appropriate

state securities regulators, or unless Creditor obtains written consent from

Debtor and otherwise complies with an exemption from such registration and

qualification (including, without limitation, compliance with Rule 144).



     (d) Creditor will seek approval of its shareholders for the authorization

of the Shares at its next regularly scheduled annual shareholders meeting.

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