**EXHIBIT 10.4****THIS WARRANT AND ANY SHARES OF COMMON STOCK FOR WHICH THIS WARRANT MAY BE EXERCISED HAVE NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATESECURITIES LAWS (COLLECTIVELY, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISETRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS,IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THEISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR QUALIFICATIONREQUIREMENTS OF SUCH SECURITIES LAWS.**   **No. _________** **_______________, 2005****SAVE THE WORLD AIR, INC.****WARRANT TO PURCHASE COMMON STOCK**VOID AFTER 5:00 P.M. California Time on August 31, 2007     THIS CERTIFIES that, for the value received, _______________ (the “**Holder**”) is entitled, uponthe terms and subject to the conditions hereinafter set forth, at any time on or after the date ofthis Warrant and on or prior to 5:00 p.m. California time on August 31, 2007 (the “**ExpirationTime**”), but not thereafter, to subscribe for and purchase, from SAVE THE WORLD AIR, INC., a Nevadacorporation (the “**Company**”), up to _______________ (_________) shares of the Company’s Common Stock(the “**Shares**”) at a purchase price per share equal to $1.00 (the “**Exercise Price**”).     1. Exercise of Warrant.          (a) The purchase rights represented by this Warrant are exercisable by the Holder, in whole orin part, at any time after the date hereof and before the Expiration Time by the surrender of thisWarrant and the Notice of Warrant Exercise annexed hereto duly executed at the office of theCompany, in Agoura Hills, California (or such other office or agency of the Company as it maydesignate by notice in writing to the Holder at the address of the Holder appearing on the books ofthe Company), and upon payment of an amount equal to the aggregate Exercise Price for the number ofShares thereby purchased (by cash or by check or certified bank check payable to the order of theCompany in an amount equal to the purchase price of the shares thereby purchased); whereupon theHolder shall be entitled to receive a stock certificate representing the number of Shares sopurchased. The Company agrees that if at the time of the surrender of this Warrant and purchase ofthe Shares, the Holder shall be entitled to exercise this Warrant, the Shares so purchased shall beand be deemed to be issued to such holder as the record owner of such Shares as of the close ofbusiness on the date on which this Warrant shall have been exercised as aforesaid.          (b) Upon partial exercise of this Warrant, the Holder shall be entitled to receive from theCompany a new Warrant in substantially identical form for the purchase of that number of Shares asto which this Warrant shall not have been exercised. Certificates for Shares purchased hereundershall be delivered to the Holder within a reasonable time after the date on which this Warrantshall have been exercised as aforesaid.
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     2. No Fractional Shares or Scrip.          No fractional shares or scrip representing fractional shares shall be issued upon the exerciseof this Warrant. If any adjustment to the Exercise Price hereunder should result in an ExercisePrice of less than $0.01, such adjustment shall be rounded to the nearest $0.01..     3. Charges, Taxes and Expenses. The Holder shall pay all issue and transfer taxes andother incidental expenses in respect of the issuance of certificates for Shares upon the exerciseof this Warrant, and such certificates shall be issued in the name of the Holder of this Warrant.     4. No Rights as a Stockholder. This Warrant does not entitle the Holder to any votingrights or other rights as a stockholder of the Company prior to the exercise hereof.     5. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company ofevidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of thisWarrant, and in case of loss, theft or destruction of this Warrant, upon delivery of an indemnityagreement or security reasonably satisfactory in form and amount to the Company or, in the case ofany such mutilation, upon surrender and cancellation of such Warrant, and upon reimbursement to theCompany of all reasonable expenses incidental thereto, the Company will make and deliver to theHolder, in lieu thereof, a new Warrant in substantially identical form and dated as of suchcancellation.     6. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking ofany action or the expiration of any right required or granted herein shall be a Saturday or aSunday or shall be a legal holiday in the United States or the State of California, then suchaction may be taken or such right may be exercised on the next succeeding business day.     7. Merger, Reclassification, etc.          (a) If at any time the Company proposes (A) the acquisition of the Company by another entityby means of any transaction or series of related transactions (including, without limitation, anyreorganization, merger, consolidation or stock issuance) that results in the transfer of fiftypercent (50%) or more of the then outstanding voting power of the Company; or (B) a sale of all orsubstantially all of the assets of the Company, then the Company shall give the Holder ten (10)days notice of the proposed effective date of the transaction. If this Warrant has not beenexercised by the effective date of such transaction, this Warrant shall be exercisable into thekind and number of shares of stock or other securities or property of the Company or of the entityresulting from such merger or acquisition to which such Holder would have been entitled ifimmediately prior to such acquisition or merger, it had exercised this Warrant. The provisions ofthis Section 7(a) shall similarly apply to successive consolidations, mergers, sales orconveyances.          (b) If the Company at any time shall, by subdivision, combination or reclassification ofsecurities or otherwise, change any of the securities to which purchase rights under this Warrantexist into the same or a different number of securities of any class or classes, this Warrant shallthereafter be to acquire such number and kind of securities as would have been
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issuable as the result of such change with respect to the securities which were subject to thepurchase rights under this Warrant immediately prior to such subdivision, combination,reclassification or other change. If the Shares are subdivided or combined into a greater orsmaller number of Shares, the Exercise Price under this Warrant shall be proportionately reduced incase of subdivision of shares or proportionately increased in the case of combination of shares, inboth cases by the ratio which the total number of Shares to be outstanding immediately after suchevent bears to the total number of Shares outstanding immediately prior to such event.          (c) No adjustment on account of cash dividends or interest on the Shares or other securitiespurchasable hereunder will be made to the Exercise Price under this Warrant.     8. Restrictions on Transfer.          (a) In no event will the Holder make a disposition of this Warrant or the Shares unless anduntil, if requested by the Company, it shall have furnished the Company with an opinion of counselsatisfactory to the Company and its counsel to the effect that appropriate action necessary forcompliance with the Securities Act of 1933, as amended (the “Act”) relating to sale of anunregistered security has been taken. Notwithstanding the foregoing, the restrictions imposed uponthe transferability of the Shares shall terminate as to any particular Share when (i) such securityshall have been sold without registration in compliance with Rule 144 under the Act, or (ii) aletter shall have been issued to the Holder at its request by the staff of the Securities andExchange Commission or a ruling shall have been issued to the Holder at its request by suchCommission stating that no action shall be recommended by such staff or taken by such Commission,as the case may be, if such security is transferred without registration under the Act inaccordance with the conditions set forth in such letter or ruling and such letter or rulingspecifies that no subsequent restrictions on transfer are required, or (iii) such security shallhave been registered under the Act and sold by the Holder thereof in accordance with suchregistration.          (b) Subject to the provisions of Section 8(a) hereof, this Warrant and all rights hereunderare transferable, in whole or in part, upon surrender of the Warrant with a properly executedassignment at the principal office of the Company.          (c) The stock certificates representing the Shares and any securities of the Company issuedwith respect thereto shall be imprinted with legends restricting transfer except in compliance withthe terms hereof and with applicable federal and state securities laws.     9. Miscellaneous.          (a) Governing Law. This Warrant shall be governed by and construed in accordance withthe laws of the State of California applicable to contracts made and to be performed wholly withinsuch state.          (b) Restrictions. The Holder acknowledges that the Shares acquired upon the exerciseof this Warrant may have restrictions upon its resale imposed by state and federal securities laws.
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          (c) Waivers Strictly Construed. With regard to any power, remedy or right providedherein or otherwise available to any party hereunder (i) no waiver or extension of time shall beeffective unless expressly contained in a writing signed by the waiving party; and (ii) noalteration, modification or impairment shall be implied by reason of any previous waiver, extensionof time, delay or omission in exercise, or other indulgence.          (d) Complete Agreement and Modifications. This Warrant constitutes the Company’s andHolder’s entire agreement with respect to the subject matter hereof and supersedes all agreements,representations, warranties, statements, promises and understandings, whether oral or written, withrespect to the subject matter hereof. This Warrant may not be amended, altered or modified exceptby a writing signed by the Company and the Holder of this Warrant.     IN WITNESS WHEREOF, SAVE THE WORLD AIR, INC. has caused this Warrant to be executed by itsduly authorized representative dated as of the date first set forth above.      **SAVE THE WORLD AIR, INC.**