**Exhibit 10.2****EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT (this “**Agreement**”) is entered into as of July 18, 2007, by andbetween Save the World Air, Inc, a Nevada corporation (the “Company”), whose address is 5125Lankershim Boulevard, North Hollywood, California 91601, and Charles Blum (“**Executive**”), anindividual, whose address is 1505 Upland Hills Drive North, Upland, California 91784, withreference to the following:**RECITALS**     A. Executive has certain technical knowledge, skills and abilities pertaining to the businessin which the Company engages.     B. The Company wishes to employ Executive as its President and Chief Executive Officer, andExecutive wishes to accept employment with the Company, all on the terms and subject to theconditions set forth in this Agreement.**AGREEMENT**     Accordingly, the parties agree as follows:     1. **EFFECTIVE DATE AND TERM**. Unless sooner terminated as provided in this Agreement,including as a result of the Company’s early termination of this Agreement as provided in Section 4below, the Company shall employ Executive for an initial term commencing on a date to be agreedbetween the parties but not later than August 1, 2007 (the “**Effective Date**”) and continuingthereafter until the close of business on the day immediately preceding the first anniversary ofthe Effective Date. Thereafter, this Agreement shall be renewed for successive one year periodsunless either party shall give written notice to the other, not later than April 30 of thethen-current year of the Term that this Agreement shall not be renewed (the “Expiration Date”).This Agreement shall in all respects terminate on the Expiration Date, except for those obligationsof either party that are expressly stated to continue after such time or by nature will continueafter such time. The period beginning on the Effective Date and ending on the earlier of theExpiration Date or the date Executive’s employment under this Agreement actually terminates isreferred to as the “Term.”     2. **POSITION AND DUTIES**.          2.1 **General Duties**. Executive shall serve as the Company’s President and ChiefExecutive Officer, and in such capacity shall be one of the Company’s senior executive officers.Executive’s duties shall be consistent with such position. In carrying out his duties, Executiveshall use Executive’s best efforts, skills, judgment and abilities, and shall at all times promotethe Company’s interests and perform and discharge well and faithfully, those duties. Executiveshall report directly to the Company’s Board of Directors. In acting on the Company’s behalf,Executive shall observe and be governed by all of the Company’s rules and policies, In addition,Executive shall abide by all of the requirements of the Securities and Exchange Commission, andadhere to the policies and requests of the Company with respect thereto, as the same may exist fromtime to time, applicable to executive officers of public companies.
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          2.2 **Full-Time Employment**. At all times during the Term, Executive shall devoteExecutive’s entire business time, attention and energies to the Company’s business, and shallfurnish services for the Company and for its subsidiaries, affiliates and divisions. During theTerm, Executive shall not engage in any activity that would materially interfere with or adverselyaffect Executive’s performance of Executive’s duties under this Agreement or which could reasonablybe expected to be competitive with or adverse to the business of the Company or any of itssubsidiaries, affiliates or divisions.          2.3 **Place of Performance**. In connection with Executive’s employment under thisAgreement, Executive shall be based at the Company’s offices where the same are from time to timelocated during the term of this Agreement, and which are, on the date hereof, in North Hollywood,California.     3. **COMPENSATION**.          3.1 “**Compensation**”. “**Compensation**” means the Base Salary (as defined below) and bonus,if any, pursuant to this Section 3.          3.2 **Base Salary**. For all services rendered pursuant to this Agreement to the Companyand any of its subsidiaries and affiliates, commencing on the Effective Date Executive shallreceive a base salary (as may be adjusted from time to time, the “**Base Salary**”) of $200,000 peryear. On or prior to each anniversary of the Effective Date, the Company’s Board of Directors, orthe appropriate committee thereof, shall review the performance of the Executive hereunder andshall consider whether or not to alter the Base Salary; provided that the Base Salary shall not bereduced unless such reduction is in proportion to, and on all of the other terms and conditionspromulgated in connection with, a reduction in salaries paid to other senior executives of theCompany generally.          3.3 **Bonus**. Executive shall be eligible to receive an annual cash bonus in an amountequal to 2% of the Company’s net profit, if any, for its most recently completed fiscal year,computed in accordance with generally accepted accounting principles applied consistently withprior periods. The bonus shall be payable, if at all, on the anniversary date of employment ofeach year of the term; provided that no bonus shall be payable if the Executive is not, on suchpayment date, in the employ of the Company.          3.4 **Benefits**. Executive shall be eligible to receive employee benefitsduring the Term, at such times and on such terms and conditions as such benefits are made availableto the senior employees of the Company generally. In addition, Executive shall receive paidvacation of four weeks per year. Executive shall be entitled to participate in the Company’s stockoption plan as determined by the Compensation Committee of the Board of Directors (the“Compensation Committee”) in its sole, full and absolute discretion, such participation to be inaddition to the stock option grant provided for pursuant to Section 3.7 below. The Company shallprovide to the Executive an unaccountable monthly automobile allowance of $900.00, which amountshall be payable on the last day of each month during the Term. Notwithstanding the provisions ofthe first sentence of this Section 3.4, the Executive may elect not to participate in any grouphealth insurance plan which may be offered to employees of the Company. If the
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Executive elects not to participate in such group health insurance plan, the Executive shall bepaid on the last day of each month during the Term the lesser of (i) the premium the Company wouldhave paid to include the Executive as a participant in the Company’s group health insurance planand (ii) the sums paid by the Executive in connection with maintaining private health insurance forthe Executive.          3.5 **Expenses**. The Company shall reimburse Executive for all reasonable and ordinaryexpenses determined in the Company’s sole discretion that Executive incurs or pays during the Termin performing Executive’s services under this Agreement. Ordinary expenses reimbursable to theExecutive pursuant to this Section 3.5 shall include the reasonable costs paid by the Executive formaintaining dsl Internet access and other direct costs of maintaining an office at the home of theExecutive, but only until such time as the Company shall provide to the Executive an office at alocation reasonably acceptable to the Executive. The Company shall, however, be required to makeany such reimbursement only after Executive presents appropriate written expense statements,vouchers or such other supporting information in accordance with the Company’s reimbursementpolicies, as the Company may adopt from time to time. The Company shall notify Executive of anydispute with respect to any such expenses within three months of any request for reimbursement orthe expense shall be classified as non-recoverable. Reimbursements shall be in arrears unless otherarrangements are made in advance.          3.6 **Payment of Compensation**. All Compensation and other amounts payable to Executiveunder this Agreement, whether for a period during or after the Term, shall be paid in suchinstallments and on such schedule as the Company may from time to time implement for generalpayroll purposes, provided that the Base Salary shall be paid at least monthly. Any Base Salaryrequired to be paid to Executive upon a termination of Executive’s employment in excess of amountsaccrued through the Date of Termination (as defined in Section 4.1.1 below) shall be paid in thesame manner that Base Salary is paid during the Term, but not more than 30 days from the Date ofTermination. Any payments made by the Company shall be designated by the Company as applied towardsbase compensation, bonus payment or other remuneration as the case may be. Any payments made priorto the effective date of this Agreement shall not be applied to any calculations called for in thisAgreement.          3.7**Stock Option Grant**. Subject to the final decision ofthe Compensation Committee and on terms and subject to conditionsprovided for by the Company’s then-current Stock Option Plan,the Company will use its reasonable efforts to cause to be granted to Executive:               (i) an option (the “Initial Option”) to purchase a number of shares (the “Initial OptionShares”) of the Company’s common stock equal to the result of (A) 100,000 divided by (B) theclosing bid price per share of the Company’s Common Stock on the Effective Date. The Initial Option shall be an incentive stock option, shall beexercisable at the closing price per share on the Effective Date, shall be exercisable forten years from the date of grant and shall vest on the first anniversary of the Effective Date; and
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               (ii) an option (the “Supplemental Option”) to purchase a number of shares (the “SupplementalOption Shares”) of the Company’s common stock equal to the result of (A) 100,000 divided by (B) theclosing price per share of the Company’s Common Stock firstanniversary of the Effective Date. The Supplemental Option shall be an incentive stock option,shall be exercisable at the closing price per share on the first anniversary of the Effective Date,shall be exercisable for ten years from the date of grant and shall vest on the second anniversaryof the Effective Date.          Consistent with the foregoing, the precise terms and conditions of the agreements evidencingthe Initial Option and the Supplemental Option (each, a “Stock Option Agreement”) to be enteredinto between the Company and the Executive shall be as determined by the Board of Directors and/orthe Compensation Committee. Each Stock Option Agreement and each stock certificate evidencing anyInitial Option Shares or any Supplemental Option Shares shall bear a legend substantially in thefollowing form:THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, “SECURITIES LAWS”)AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESSREGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THEOPINION 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 ORQUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWS.     4. **TERMINATION AND COMPENSATION UPON TERMINATION**.          4.1 **Definitions**.               4.1.1 “**Date of Termination**” has the following meaning: (a) in the case of a termination ofExecutive’s employment pursuant to this Agreement due to Executive’s death or Disability (asdefined below), the date Executive dies or the date on which it is determined that Executive hassuffered a Disability, as applicable; and (b) in the case of any other termination of Executive’semployment pursuant to this Agreement, the date specified for termination of Executive’s employmentin the Notice of Termination (as defined below), provided that the date specified shall be noearlier than the time the Notice of Termination is delivered.               4.1.2 “**Notice of Termination**” means a written document delivered by the party terminating thisAgreement to the other party that specifies (i) the section of this Agreement pursuant to whichtermination is being made and (ii) (the Date of Termination.          4.2 **Effectiveness of Termination**. Termination of Executive’s employment, for anyreason, shall be effective upon the Date of Termination.
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          4.3 **Death**. Upon Executive’s death, this Agreement shall automatically foreverterminate.          4.4 **Disability**. The Company may, acting in its sole and absolute discretion, terminateExecutive’s employment under this Agreement because of Executive’s Disability by delivering toExecutive of a Notice of Termination, which termination shall be effective 30 days after deliveryof such Notice of Termination. For purposes of this Agreement, “**Disability**” means Executive’sphysical or mental incapacity or illness rendering Executive unable to perform Executive’s dutiesunder this Agreement on a long-term basis (i) as evidenced by Executive’s failure or inability toperform Executive’s duties under this Agreement for a total of 90 days in any 360 day period, or(ii) as determined by an independent and licensed physician whom the Company selects, or (iii) asdetermined without recourse by the Company’s disability insurance carrier, if any.          4.5 **Termination by Company Without Cause**. The Company may, acting in its sole andabsolute discretion, at any time terminate Executive’s employment under this Agreement, upon nonotice without Cause (as defined below), or for any reason whatsoever or for no reason, bydelivering to Executive a Notice of Termination.          4.6 **Termination for Cause**. The Company may at any time terminate Executive’semployment for Cause by delivering to Executive a Notice of Termination. For purposes of thisAgreement, “**Cause**” means that the Company, reasonably and in good faith, forms the belief thatExecutive has (i) committed any act or omission constituting a material breach of this Agreement;(ii) engaged in gross negligence or willful misconduct in connection with the Company’s business;(iii) been convicted of, or plead guilty or *nolo contendre*in connection with, fraud or any crimethat constitutes a felony or that involves moral turpitude or theft; or (iv) undertaken any actinjurious to the Company’s business, including insubordination or failure to follow a directive ofany of Executive’s superiors.          4.7 **Voluntary Termination**. Executive may terminate Executive’s employment with theCompany at any time, for any reason whatsoever, by giving the Company a Notice of Termination,which termination shall be effective on the sooner of (i) 30 days after delivery of such Notice ofTermination or (ii) the Company’s notice to the Executive that it has accepted the Notice ofTermination delivered by the Executive.          4.8 **Involuntary Termination**. The Company may terminate this Agreement in conjunctionwith a Change of Control, merger, acquisition, bankruptcy or dissolution of the Company. TheCompany shall pay Executive the amounts provided for in Section 4.9 below upon any terminationpursuant to this Section 4.8. For purposes of this Agreement, “Change of Control” means theoccurrence of one or more of the following events:     (i) the consummation of a merger or consolidation of the Company with or into anotherentity or any other corporate reorganization, if more than fifty percent (50%) of the combinedvoting power of the continuing or surviving entity’s securities outstanding immediately aftersuch merger, consolidation or other reorganization is owned by persons who were notstockholders of the Company immediately prior to such merger, consolidation or otherreorganization; or
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     (ii) the sale, transfer or other disposition of all or substantially all of the Company’sassets.          4.9 **Payment Upon Termination**. If Executive’s employment under this Agreement isterminated by the Company pursuant to Section 4.8, Executive shall be entitled to receive (i) allCompensation that has accrued through the Date of Termination, plus (ii) a severance payment equalto one year’s Compensation, plus the Executive shall be entitled to continue to participate in theCompany’s employee benefit programs offered to other senior management employees of the Company fora period of 12 months following the Date of Termination; provided, however, that ifat any time while the Company is required to pay severance to Executive pursuant to clause (ii) ofthis paragraph any event occurs that would cause the termination of Executive’s employment (forexample, Executive dies) or give rise to the right of the Company to terminate this Agreement forCause or due to Executive’s Disability were Executive still employed pursuant to this Agreement,then the Company’s obligation to pay such severance shall thereupon immediately terminate. IfExecutive’s employment under this Agreement is terminated for any other reason except fortermination pursuant to Section 4.8, Executive (or in the case of Executive’s death, Executive’sestate or other legal representative) shall only be entitled to receive the Compensation accruedthrough the Date of Termination.          4.10 **Effect of Termination**. The amounts payable to Executive pursuant to Section 4.9upon a termination of Executive’s employment shall upon payment constitute full and completesatisfaction of the Company’s obligations to Executive in connection with this Agreement and theCompany’s employment of Executive. Executive shall have no further rights or remedies with respectto or against the Company in connection with this Agreement or the Company’s employment ofExecutive. Notwithstanding anything to the contrary in this Agreement, Executive’s representations,warranties, covenants, duties and other obligations set forth under Sections 5, 6, 7, 10 and 11 ofthis Agreement shall survive and continue after any termination of this Agreement, regardless ofthe reason for the termination.     5. **WORK MADE FOR HIRE**          5.1 **Assignment.** Executive and/or designates of the Executive shall promptly and fullyinform the Company of, and disclose to the Company, any and all ideas, processes, trademarks, tradenames, service marks, service mark applications, copyrights, mask work rights, fictitious businessnames, technology, patents, know-how, trade secrets, computer programs, original works ofauthorship, formulae, concepts, themes, inventions, designs, creations, new works, derivative worksand discoveries, and all applications, improvements, rights and claims related to any theforegoing, and all other intellectual property, proprietary rights and work product, whether or notpatentable or copyrightable, registered or unregistered or domestic or foreign, and whether or notrelating to a published work, that Executive develops, makes, creates, conceives or reduces topractice during the Term, whether alone or in collaboration with others (collectively, “InventionIdeas”). Executive hereby assigns to the Company exclusively in perpetuity throughout the world allright, title and interest (choate or inchoate) in (i) the Invention Ideas, (ii) all precursors,portions and work in progress with respect thereto and all inventions, works of authorship, maskworks, technology, information, know-how, materials and tools relating thereto or to thedevelopment, support or maintenance thereof
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and (iii) all copyrights, patent rights, trade secret rights, trademark rights, mask worksrights, *sui generis*database rights and all other intellectual and industrial property rights ofany sort and all business, contract rights, causes of action, and goodwill in, incorporated orembodied in, used to develop, or related to any of the foregoing (collectively “IntellectualProperty”). All copyrightable Invention Ideas are intended by Executive to be a“work-made-for-hire” by Executive for the Company and owned by the Company pursuant to Section 201(b) of Title 17 of the United States Code. Executive shall do and perform, or cause to be done andperformed, all such further acts and things, and shall execute and deliver all such otheragreements, certificates, instruments and documents, as the Company may reasonably request in orderto obtain patent or copyright registration on all Invention Ideas and Intellectual Property, andshall execute and deliver all documents, instruments and agreements, including the formal executionof an assignment of copyright and/or patent application or issued patent, and do all thingsnecessary or requested by the Company, in order to enable the Company to ultimately and finallyobtain and enforce full and exclusive title to all Invention Ideas and Intellectual Property andall rights assigned pursuant to this Section 5. Executive hereby appoints the Company asExecutive’s irrevocable attorney-in-fact for the purpose of executing and delivering all suchdocuments, instruments and agreements, and performing all such acts, with the same legal force andeffect as if executed and delivered and taken by Executive.          5.2 **License.** If for any reason the foregoing assignment is determined to beunenforceable Executive grants to the Company a perpetual, irrevocable, worldwide, royalty-free,exclusive, sub-licensable right and license to exploit and exercise all such Invention Ideas andIntellectual Property.          5.3 **Presumptions.** Because of the difficulty of establishing when Executive firstconceives of or develops Intellectual Property, proprietary rights or work product or whether suchIntellectual Property, proprietary rights or work product results from access to the Company’sconfidential and proprietary information or equipment, facilities or data, Executive agrees thatany Intellectual Property, proprietary rights and work product shall be presumed to be an InventionIdea if it is conceived, developed, used, sold, exploited or reduced to practice by Executive orwith the aid of Executive within one year after the normal termination of Executive’s employmentwith the Company. Executive can rebut that presumption if Executive proves that the intellectualproperty, proprietary rights and work product (i) was first conceived or developed aftertermination of Executive’s employment with and by the Company; (ii) was conceived or developedentirely on Executive’s own time without using the Company’s equipment, supplies, facilities orconfidential and proprietary information; and (iii) did not result from any work performed byExecutive for or on behalf of the Company.          5.4 **Exclusions.** Executive acknowledges that there is no intellectual property,proprietary right or work product that Executive desires not to be deemed Invention Ideas orIntellectual Property and thus to exclude from the above provisions of this Agreement. To the bestof Executive’s knowledge, there is no other existing contract in conflict with this Agreement orany other contract to assign ideas, processes, trademarks, service marks, inventions, technology,computer programs, original works of authorship, designs,
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formulas, discoveries, patents or copyrights that is now in existence between Executive andany other person or entity.          5.5 **Labor Code.** This Section 5 shall not operate to require Executive to assign tothe Company any of Executive’s rights to inventions, intellectual properties or work products thatwould not be assignable under the provisions of California Labor Code Section 2870. Executiverepresents and warrants to the Company that this paragraph constitutes the Company’s writtennotification to Executive of the provisions of Section 2870 of the California Labor Code, andExecutive represents and warrants to the Company that Executive has reviewed Section 2870 of theCalifornia Labor Code.     6. **UNFAIR COMPETITION AND PROTECTION OF PROPRIETARY INFORMATION**.          6.1 **Proprietary Information.** Executive shall not at any time (including afterExecutive’s employment with the Company terminates) divulge, furnish or make accessible to anyoneany of the Company’s Proprietary Information, or use in any way any of the Company’s ProprietaryInformation other than as reasonably required to perform Executive’s duties under this Agreement.Executive shall not undertake any other acts or omissions that would reduce the value to theCompany of the Company’s Proprietary Information. The restrictions on Executive’s use of theCompany’s Proprietary Information shall not apply to knowledge or information that Executive canprove is part of the public domain through no fault of Executive. Executive agrees that suchrestrictions are fair and reasonable.          6.2 **Injunctive Relief.** Executive agrees that the Company’s Proprietary Informationconstitutes a unique and valuable asset of the Company that the Company acquired at great time andexpense, and which is secret and confidential and will only be available to or communicated toExecutive in confidence in the course of Executive’s provision of services to the Company.Executive also agrees that any disclosure or other use of the Company’s Proprietary Informationother than for the Company’s sole benefit would be wrongful, would constitute unfair competitionand will cause irreparable and incalculable harm to the Company and to its subsidiaries, affiliatesand divisions. In addition to all other remedies the Company may have, it shall have the right toseek and obtain appropriate injunctive and other equitable relief, including emergency relief, toprevent any violations of this Section 6.          6.3 **Non-Solicitation.** Executive agrees that the Company’s employees constitute avaluable asset of the Company. Executive agrees that Executive shall not, during the Term and for aperiod of two years thereafter, directly or indirectly, for Executive or on behalf of any otherperson or entity, solicit any person who was an employee of or consultant to the Company (at anytime while Executive is performing any services for the Company, or at any time within twelvemonths prior to or after such solicitation) for a competing business or otherwise induce or attemptto induce any such persons to terminate their employment or relationship with the Company orotherwise to disrupt or interfere, or attempt to disrupt or interfere, with the Company’semployment or relationships with such persons. Executive agrees that any such solicitation,inducement or interference would be wrongful and would constitute unfair competition, and will
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cause irreparable and incalculable harm to the Company. Further, Executive shall not engage inany other unfair competition with the Company. Executive agrees that such restrictions are fair andreasonable.          6.4 **Privacy.** Executive recognizes and agrees that Executive has no expectation ofprivacy with respect to Company’s telecommunications, networking or information processing systems(including stored computer files, e-mail messages and voice messages), and that Executive’sactivity, and any files or messages, on or using any of those systems may be monitored at any timewithout notice.          6.5 **Definition.** As used in this Agreement, “Company’s Proprietary Information” meansany knowledge, trade secrets (including “trade secrets” as defined in Section 3426.1 of theCalifornia Civil Code), Invention Ideas, proprietary rights or proprietary information, intangibleassets or property, and other intellectual property (whether or not copyrighted or copyrightable orpatented or patentable), information and materials (including processes, trademarks, trade names,service marks, service mark applications, copyrights, mask work rights, technology, patents, patentapplications and works of authorship), in whatever form, including electronic form, and allgoodwill relating or appurtenant thereto, owned or licensed by the Company or any of itssubsidiaries, affiliates or divisions, or directly or indirectly useful in any aspect of thebusiness of the Company or its subsidiaries, affiliates or divisions, whether or not marked asconfidential or proprietary and whether developed by Executive, by the Company or its subsidiaries,affiliates or divisions or by others. Without limiting the foregoing, the Company’s ProprietaryInformation includes (a) the names, locations, practices and requirements of any of the Company’scustomers, prospective customers, vendors, suppliers and personnel and any other persons having abusiness relationship with the Company; (b) confidential or secret development or research work ofthe Company or its subsidiaries, affiliates or divisions, including information concerning anyfuture or proposed services or products; (c) the Company’s accounting, cost, revenue and otherfinancial records and documents and the contents thereof; (d) the Company’s documents, contracts,agreements, correspondence and other similar business records; (e) confidential or secret designs,software code, know how, processes, formulae, plans and devices; and (f) any other confidential orsecret aspect of the business of the Company or its subsidiaries, affiliates or divisions.     7. **RESTRICTION OF EXECUTIVE’S ACTIVITIES**. During the Term, including any period duringwhich the Company is making any payments to Executive pursuant to this Agreement, neither Executivenor any person or entity acting with or on Executive’s behalf, nor any person or entity under thecontrol of or affiliated with Executive, shall, directly or indirectly, in any way Compete with theCompany. Executive agrees that, if Executive has any business to transact on Executive’s ownaccount that is similar to the business entrusted to Executive by the Company, Executive shallnotify the Company and always give preference to the Company’s business. Executive agrees that suchrestrictions are fair and reasonable. For purposes of this Agreement, “**Compete**” means doing any ofthe following: (i) selling products or services to any person or entity that was or is (at anytime, including during the Term and the period when the provisions of this paragraph are in effect)a client or customer of the Company (or its subsidiaries, affiliates or divisions) or on a list ofprospective clients or customers of the Company, or
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calling on, soliciting, taking away or accepting any such person or entity as a client orcustomer, or any attempt or offer to do any of the foregoing; (ii) entering into, or any attempt oroffer to enter into, any business, enterprise or activity that is in any way similar to orotherwise competitive with the business that the Company (or its subsidiaries, affiliates ordivisions) conducted at any time during the Term or any time the provisions of this paragraph arein effect, or (iii) directly or indirectly assisting any person or entity to take or attempt oroffer to take any of the actions described in the foregoing clauses (i) or (ii).     8. **NOTICES**. Any notice, statement, request or consent made hereunder shall be inwriting and shall be given as follows: (a) to Executive by Federal Express, or any other nationallyrecognized overnight carrier, addressed to Executive at his address stated as set forth in thepreamble paragraph of this Agreement or at such other address as Executive may designate by noticeto the Company as provided herein, and (b) to the Company by Federal Express or any othernationally recognized overnight carrier to the Company’s s address stated as set forth in thepreamble paragraph of this Agreement or to such other address as the Company may designate bynotice to Executive as provided herein. Any such communication shall be deemed to have been givento Executive or the Company on the first business day following that mailing. In addition, any suchcommunication may also be given by (i) personal delivery which shall be deemed to have been givenupon delivery; (ii) facsimile which shall be deemed to have been given upon telephonic confirmationof successful transmission; or (iii) first class certified mail, return receipt requested, postageprepaid, addressed to the party to whom that notice is to be given and when notice is given in thismanner it shall be deemed received on the third day after that notice was deposited with the UnitedStates Postal Service.     9. **ASSIGNMENT; SUCCESSORS**          9.1 **By Company**. This Agreement is fully assignable by the Company to any person orentity, including any successor entity; provided, however, that any such person orentity shall assume the Company’s obligations under this Agreement in accordance with its terms.          9.2 **By Executive**. Executive may not assign this Agreement or any part of thisAgreement without the Company’s prior written consent, which consent may be given or withheld bythe Company acting in its sole and absolute discretion.     10. **REMEDIES**.          10.1 **Uniform Trade Secrets Act**. If Executive breaches any provision of Section 6 ofthis Agreement, the Company shall have the right to invoke any and all remedies provided under theCalifornia Uniform Trade Secrets Act (California Civil Code §§3426, *et seq*.) or other statutes orcommon law remedies of similar effect.          10.2 **Non-Exclusive Remedies**. The remedies provided to the Company in this Section 10are cumulative, and not exclusive, of any other remedies that may be available to the Company.          10.3 **Arbitration**. Any controversy, dispute or claim between the parties to thisAgreement, including any claim arising out of, in connection with, or in relation to the
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formation, interpretation, performance or breach of this Agreement or Executive’s employmentwith the Company, shall be settled exclusively by arbitration, before a single arbitrator, inaccordance with this Section and the then most applicable rules of the American ArbitrationAssociation, except as modified by this Section 10.3, but only if one (or both) of the partiesrequests such arbitration. The arbitrator shall be bound by the express provisions of thisAgreement and by the laws of the jurisdiction chosen by the parties to be the law governing theinterpretation of this Agreement. The arbitrator shall permit such discovery as required byapplicable law and as sufficient to adequately arbitrate Executive’s statutory claims (if any havebeen asserted), including access to essential documents and witnesses where required by applicablelaw. Judgment upon any award rendered by the arbitrator may be entered by any state or federalcourt having jurisdiction thereof. Notwithstanding the foregoing, to the extent permitted byapplicable law either party may in an appropriate manner apply to a court pursuant to CaliforniaCode of Civil Procedure Section 1281.8, or any comparable provision, for provisional relief,including a temporary restraining order or a preliminary or permanent injunction (such as specifiedin Section 10.1 of this Agreement), on the ground that the award to which the applicant may beentitled in arbitration may be rendered ineffectual without provisional relief. Nor shall anythingin this Section 10 (to the extent permitted by applicable law) prevent any party from (i) joiningany party as a defendant in any action brought by or against a third party; (ii) bringing an actionin court to effect any attachment or garnishment; or (iii) bringing an action in court to compelarbitration as required by this Section 10.     If the parties are unable to agree upon an arbitrator, the parties shall select a singlearbitrator from a list of nine arbitrators drawn by the parties at random from the “Independent”(or “Gold Card”) list of retired judges. If the parties are unable to agree upon an arbitrator fromthe list so drawn, then the parties shall each strike names alternately from the list, with thefirst strike being determined by lot. After each party has used four strikes, the remaining name onthe list shall be the arbitrator. If such person is unable to serve for any reason, the partiesshall repeat this process until an arbitrator is selected.     This agreement to resolve any disputes by binding arbitration shall extend to claims againstany parent, subsidiary or affiliate of each party, and, when acting within such capacity, anyofficer, director, shareholder, employee or agent of each party, or of any of the above, and shallapply as well to claims arising out of state and federal statutes and local ordinances as well asto claims arising under the common law. In the event of a dispute subject to this Section 10 theparties shall be entitled to reasonable discovery subject to the discretion of the arbitrator. Theremedial authority of the arbitrator shall be the same as, but no greater than, would be theremedial power of a court having jurisdiction over the parties and their dispute. The arbitratorshall, upon an appropriate motion, dismiss any claim without an evidentiary hearing if the partybringing the motion establishes that he or she would be entitled to summary judgment if the matterhad been pursued in court litigation.     To the extent permitted by law, the initial fees and costs of the arbitrator shall be borne bythe Company, with the Company being responsible for the costs and fees of
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the arbitration and the prevailing party shall be entitled to reimbursement for legal fees andcosts incurred by the other.     The arbitrator shall render an award and written opinion, and the award shall be final andbinding upon the parties.     Any arbitration shall take place in the county of Los Angeles, California.     **THE PARTIES UNDERSTAND THAT BY AGREEING TO ARBITRATE IN THE MANNER REQUIRED BY THIS SECTION10, THEY ARE WAIVING THEIR RIGHTS TO HAVE ANY DISPUTE ARISING OUT OF THIS AGREEMENT OR EXECUTIVE’SEMPLOYMENT BY THE COMPANY TRIED BEFORE AND ADJUDICATED BY A JURY, INCLUDING DISPUTES RELATING TOANY CLAIM EXECUTIVE MAY HAVE FOR UNLAWFUL TERMINATION OF HER EMPLOYMENT OR FOR A VIOLATION OF ANYFEDERAL, STATE OR OTHER LAW OR STATUTORILY PROTECTED RIGHTS, (SUCH AS, WITHOUT LIMITATION, AGEDISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED, 29 U.S.C. §§ 621—634; OLDER WORKERS BENEFITPROTECTION ACT, AS AMENDED, 29 U.S. §§ 621, 623; TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, ASAMENDED, 42 U.S.C. §§ 2000E—2000E-17; THE FAIR LABOR STANDARDS ACT OF 1938 AS AMENDED; THE EQUALPAY ACT OF 1963, AS AMENDED, 29 U.S.C. §§ 206(D); THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF1974, AS AMENDED, 29 U.S.C. §§ 1001—1461; THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT,AS AMENDED, 29 U.S.C. § 2101*****ET SEQ*****.; THE NATIONAL LABOR RELATIONS ACT, AS AMENDED, 29 U.S.C. §§ 151-169; FAMILY AND MEDICAL LEAVE ACT OF 1993, AS AMENDED, 29 U.S.C. § 825*****ET SEQ.*****AMERICANS WITHDISABILITY ACT OF 1990, AS AMENDED, 42 U.S.C. §§ 12101 ET. SEQ.; INFLICTION OF EMOTIONAL DISTRESS,DEFAMATION, PERSONAL INJURY AND BREACH OF CONTRACT, WHICH INCLUDE DISCRIMINATION ON THE BASIS OFAGE, RACE, GENDER, DISABILITY, ETHNIC ORIGIN OR SEXUAL ORIENTATION). NEVERTHELESS, BOTH PARTIESAGREE TO WAIVE ALL SUCH RIGHTS THEY MAY HAVE TO A JURY TRIAL AND TO SUBMIT ALL SUCH DISPUTES TOBINDING ARBITRATION IN ACCORDANCE WITH THE TERMS OF THIS SECTION 10.**          **Company** /s/           EEE **Executive** /s/           CB           **(initials)**   **(initials)**     11. **NO CONFLICT**. Executive represents and warrants that neither his execution of thisAgreement nor his performance under this Agreement will (i) violate, conflict with or result in abreach of any provision of, or constitute a default (or an event that, with notice or lapse oftime, or both, would constitute a default) under, any contract or other obligation to whichExecutive is a party or by which he is bound; or (ii) violate any judgment or other orderapplicable to Executive. Executive shall indemnify, defend and
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hold harmless the Company from and against any and all claims, liabilities, lawsuits,judgments, losses, costs, fees and expenses (including reasonable attorneys’ fees, costs andexpenses) that the Company or any of its agents, affiliates, employees, shareholders, officers ordirectors may suffer or incur as a result of Executive’s breach or alleged or threatened breach ofany of the representations and warranties set forth in this paragraph.     12. **GENERAL**.          12.1 **Captions**. The section headings contained in this Agreement are for referencepurposes only and shall not in any way affect the meaning or interpretation of this Agreement.          12.2 **Entire Agreement**. This Agreement sets forth the entire agreement andunderstanding of the parties with regard to the subject matter hereof and supersedes all prioragreements, arrangements and understandings, written or oral, between the parties.          12.3 **Amendments; Waivers**. This Agreement may be amended, modified, superseded,canceled, renewed or extended, and the terms or covenants of this Agreement may be waived, only bya written instrument executed by both of the parties hereto, or in the case of a waiver, by theparty waiving compliance. The failure of either party at any time or times to require performanceof any provision of this Agreement shall in no manner affect such party’s right at a later time toenforce such performance. No waiver by either party of the breach of any term or covenant containedin this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemedto be, or construed as, a further or continuing waiver of any such breach, or a waiver of thebreach of any other term or covenant contained in this Agreement.          12.4 **No Other Representations**. No representation, promise or inducement has been madeby either party that is not embodied in this Agreement, and neither party shall be bound by or beliable for any alleged representation, promise or inducement not so set forth.          12.5 **Severability**. If any of the provisions of this Agreement (including Section 10)are determined to be unlawful or otherwise unenforceable, in whole or in part, such determinationshall not affect the validity of the remainder of this Agreement, and this Agreement shall bereformed to the extent necessary to carry out its provisions to the greatest extent possible and,with respect to reformation of any provision of Section 10, to ensure that the resolution of allconflicts between the parties (including those arising out of statutory claims) shall be resolvedby neutral, binding arbitration. If a court should find that any provision set forth in Section 10is not absolutely binding, the parties intend that any arbitration decision and award with respectto this Agreement be fully admissible in evidence in any subsequent action, given great weight byany finder of fact, and treated as determinative to the maximum extent permitted by law.          12.6 **Counterparts**. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed an original, and it shall not be necessary in making proof of this Agreement,to produce or account for more than one such counterpart.
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          12.7 **Withholding**. Notwithstanding anything in this Agreement to the contrary, allpayments that the Company is required to make under this Agreement to Executive or Executive’sestate or beneficiaries shall be subject to the withholding of such amounts relating to taxes asthe Company may reasonably determine it should withhold pursuant to any applicable law orregulation.          12.8 **Tax Consequences**. The Company shall have no obligation to any person entitled tothe benefits of this Agreement with respect to any tax obligation any such person incurs as aresult of or attributable to this Agreement, including any supplemental agreements, stock optionplans or employee benefit plans, or arising from any payments made or to be made under thisAgreement or thereunder.          12.9 **Consent to Jurisdiction**. The parties to this Agreement agree that all actions orproceedings arising directly or indirectly from this Agreement shall be arbitrated or litigatedbefore arbitrators or in courts having a situs within Loa Angeles, California; hereby consent tothe jurisdiction of any local, state or federal court in which such an action or proceeding iscommenced that is located in Los Angeles County, California; agree not to disturb such choice offorum (including waiving any argument that venue in any such forum is not convenient); agree thatany litigation initiated by any party hereto in connection with this Agreement may be venued ineither the state or federal courts located in Orange County, California; agree that a finaljudgment in any such action or proceeding shall be conclusive and may be enforced in otherjurisdictions by suit on the judgment or in any other manner provided by law; and waive thepersonal service of any and all process upon them and consent that all such service of process maybe made by certified or registered mail, return receipt requested, addressed to the respectiveparties at the address set forth above.          12.10 **Gender References**. References in this Agreement to any gender shall include themasculine, feminine and neuter genders.[remainder of page intentionally left blank]
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          12.11 **Construction**. In all instances when appearing in this Agreement, the terms“including,” “include” and “includes” shall be deemed to be followed by “without limitation.”     **IN WITNESS WHEREOF**, the parties have duly executed this Agreement as of the date first abovewritten.      SAVE THE WORLD AIR, INC.