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Consulting Agreement With Hunter Wise Fin. GRP.

This is an actual contract by American Soil Technologies.

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Sectors: Chemicals
Governing Law: Arizona , View Arizona State Laws
Effective Date: November 21, 2000
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Exhibit 10.8

November 21, 2000

Mr.Neil C. Kitchen President American Soil Technologies, Inc. 215 N. Marengo Ave., Ste. 110 Pasadena, CA 91101-1503

Dear Mr. Kitchen:

This Engagement Agreement ("Agreement") defines the scope of services to be provided by Hunter Wise Financial Group, LLC and/or Hunter Wise Securities, LLC (hereinafter collectively "Hunter Wise") to American Soil Technologies, Inc. (the "Company") as well as the compensation to be paid by the Company to Hunter Wise in exchange.


1.1 ADVISORY SERVICES. Hunter Wise will provide advisory services to the Company in the areas of corporate development, corporate finance and capital placement transactions. Hunter Wise will assign Managing Director Richard L. Henderson and Kirk Kroloff to lead its activities and act as primary interface with the Company. Hunter Wise will also introduce other firms, products and services to the Company as indicated during the normal course of business and act as coordinator for all activities within its purview. It is also understood that Hunter Wise is acting as an advisor only, and shall have no authority to enter into any commitments on the Company's behalf, or to negotiate the terms of any transaction, or to hold any funds or securities in connection with any transaction or to perform any other acts on behalf of the Company without the Company's express written consent.

1.2 TRANSACTIONS. During the course of the Engagement Period, it is anticipated that the Company will choose to execute one or more corporate development and/or corporate finance transactions. Hunter Wise will assist the Company in executing these transactions on a best efforts basis, on terms satisfactory to the Company. Hunter Wise will act as exclusive advisor and/or placement agent on these transactions in accordance with the terms of Section 2.2 below.


2.1 PERIOD. The period of Hunter Wise's engagement (the "Engagement Period") will expire upon the earlier to occur of (i) twelve (12) months from the date we receive an executed copy of the Agreement from the Company or (ii) the mutual written agreement of the Company and Hunter Wise, or (iii) the Company, may at its sole option, terminate this Agreement without liability if, in the reasonable opinion of the Company, a change has occurred in the composition of the personnel or management of Hunter Wise assigned to the Company and said change is detrimental to the goals of the Company as they pertain to the objectives of this Agreement. The Engagement Period may be Mr. Neil C. Kitchen November 21, 2000 Page 2

extended for additional six (6) month periods under the same terms and conditions as described herein upon mutual consent of the Company and Hunter Wise. Notwithstanding the foregoing, Hunter Wise may, at its sole option, terminate its obligation hereunder without liability if, in the reasonable opinion of Hunter Wise, a change has occurred in the Company's financial condition, results of operations, properties, business prospects or the composition of the Company's management or Board of Directors, which, in Hunter Wise's sole determination, has adversely affected the Company's business.

2.2 EXCLUSIVITY. The Company engages Hunter Wise on an exclusive basis. The Company shall not be permitted to engage any other firm or person as an investment banker or other professional intermediary for the duration of the Engagement Period, except that for fourteen (14) days from the date of execution of this Agreement, Summa Capital Corporation and Sagaponack Partners LP may submit a Letter of Intent ("LOI") to the Company for proposed financing and Hunter Wise will share fees (if either submission has incorporated fees) on a reasonable basis, so that the Company pays a total fee no greater than those contained in Section 3.0 Compensation of this Agreement. Notwithstanding any other provisions of this Agreement, if at any time during the twelve (12) month period following the end of the Engagement Period the Company completes a securities transaction with an investor or potential investor introduced by Hunter Wise (or an affiliate of any such entity), upon the closing of any such transaction (a "Closing") Hunter Wise will be paid the compensation which would be due under Section 3.0 hereof.

2.3 RIGHT OF FIRST REFUSAL. The Company will provide Hunter Wise with the right of first refusal for one (1) year from the date of the termination of this Agreement (except for termination under Section 2.1(ii) or 2.1(iii)) to serve as a financial advisor or to act as a joint financial advisor on at least equal economic terms on any public or private financing (debt or equity), merger, business combination, recapitalization or sale of some or all of the equity or assets of the Company (collectively, "Future Services"), with the exception of any extension, expansion or revision of the Company's existing credit facilities. In the event the Company notifies Hunter Wise of its intention to pursue an activity that would enable Hunter Wise to exercise its right of first refusal to provide Future Services, Hunter Wise shall notify the Company of its election to provide such Future Services, under the same terms and conditions as competitively presented, within thirty (30) days of written notice by the Company. In the event the Company engages Hunter Wise to provide such Future Services, Hunter Wise will make every effort to expedite these Future Services.


Throughout the course of what Hunter Wise anticipates will be a long-term relationship with the Company, Hunter Wise may perform a variety of services, in exchange for which Hunter Wise shall receive compensation as follows: Mr. Neil C. Kitchen November 21, 2000 Page 3

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