Exhibit 10.1Save the World Air, Inc.**CONSULTING AGREEMENT**This Consulting Agreement (“*Agreement*”) is made effective and entered into as of April 1,2005, by and between **Save the World Air, Inc.**, a Nevada corporation (the “*Company*”), and **JohnBautista**(“*Consultant*”), with reference to the following facts:**RECITALS** A. The Company has developed proprietary technologies for reducing harmful emissionsfrom fuel combustion engines and improving fuel efficiency, among other benefits and iscurrently in process of organizational development as it prepares to bring its productsto market.  B. The Company desires to engage the services of Consultant as an independentcontractor to assist with organizational and administrative matters, as specified by theCompany from time to time during its transitional period of development.  C. Consultant has expertise in the area of the Company’s business requirements anddesires to provide consulting services for the Company upon the terms and conditionscontained herein.NOW, THEREFORE, the Company and Consultant hereby mutually agree as follows: *Section 1.** **Scope of Services to be provided*. Development of Company Policies and Proceduresand such policies’ implementation and administration when deemed appropriate by the Company.  (a) Consultant shall undertake and perform the tasks outlined. in Section1 and such additional or other responsibilities as may be reasonably assigned toConsultant from time to time by the Company’s Chief Executive Officer, Presidentand Chief Operating Officer.  (b) Consultant shall keep confidential any proprietary or confidentialinformation of the Company, including without limitation all information that mayconstitute a trade secret or otherwise confer strategic or competitive advantagesto the Company, by use of passwords, locked cabinets, identification of suchinformation and materials as “*Confidential*” and other limits on access as may becustomary or appropriate or set forth in Company policies.  *Section 2.** **Non-Disclosure Obligations*. Concurrently with the parties’ execution of thisAgreement, Consultant shall execute and deliver to the Company the ConfidentialityAgreement attached hereto as *Annex A*(the “*Confidentiality Agreement*”), the provisionsof which are incorporated herein by this reference.
 

 
Save the World Air, Inc. *Section 3.** **Consultant’s Representations and Covenants*. Consultant represents, warrants andcovenants to the Company that:  (a) Consultant shall devote such time, energy, interest, ability, andskill as may be fairly and reasonably necessary to provide to the Company theservices described in Section 1 above.  (b) Consultant shall not, during the term of this Agreement, directlyor indirectly, promote, participate, or engage in any business activity thatwould materially interfere with the performance of Consultant’s duties under thisAgreement or which is competitive with the Company’s or any Company Affiliate’sbusiness, including, without limitation, any involvement as a shareholder,director, officer, employee, partner, joint venturer, consultant, advisor,individual proprietor, lender, or agent of any business, without the priorwritten consent of the Company. The term “*Affiliate*” shall mean, with respect toany person or entity, any other person or entity which, directly or indirectlythrough one or more intermediaries, is in control of, is controlled by or isunder common control with, such person or entity. “*Control of,*” “*controlled by*”and “*under common control with*” mean the possession, directly or indirectly, ofthe power to direct or cause the direction of the management policies of a personor entity, by contract or credit arrangement, as trustee or executor, orotherwise. The term “Affiliate” includes, but is not limited to, each and everysubsidiary of the Company.  (c) During the term of this Agreement and for a period of one yearafter the termination of this Agreement, Consultant shall not solicit, attempt tosolicit, or cause to be solicited any customers of the Company for purposes ofpromoting or selling products or services which are competitive with those of theCompany, nor shall Consultant solicit, attempt to solicit, or cause to besolicited any employees, agents, or other independent contractors of the Companyto cease their relationship with the Company.  (d) Consultant does not have any agreements with or commitments to anyother person or entity which conflict with any of Consultant’s obligations to theCompany arising under this Agreement.  (e) Consultant shall maintain any and all licenses and permits as maybe required for Consultant to provide the consulting services contemplatedhereby. In the event Consultant shall utilize the services or shall acquire anyproducts in order to render the consulting services contemplated hereby,Consultant shall be solely responsible for the payment for such services andproducts, except to the extent reimbursable by the Company. Consultant shall besolely responsible for any and all income and other taxes that may be due to anystate, local or federal governmental authorities in respect of the compensationto Consultant pursuant to this Agreement. Consultant acknowledges that theCompany shall not make any withholdings from payments to Consultant hereunder.
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Save the World Air, Inc. (f) Except upon the express written consent of the Company, Consultantshall have no authority, and shall not represent, suggest or imply thatConsultant has the authority, express or implied: (1) to bind the Company to anyagreements or arrangements, written or oral; (2) to make an offer or accept anoffer on behalf of the Company; or (3) to make representations, warranties,guaranties, commitments or covenants on behalf of Company.  *Section 4.** **Ownership*.  (a) The compensation payments set forth herein shall be full andcomplete compensation both for all obligations assumed by Consultant hereunderand for any and all Creations (as defined in the Confidentiality Agreement)assigned under this Agreement.  (b) The Company shall retain the exclusive right to use or distribute,at its sole discretion, any and all Creations. Consultant shall make no claim onany consideration received by the Company for the sale, lease or use of theCreations.  *Section 5.** **Term*. This Agreement shall terminate on December 31, 2005, unless earlierterminated in accordance with this Section 5. In addition, this Agreement shall terminateautomatically upon the death of Consultant, or the mental or physical incapacity ofConsultant for a period of 60 consecutive days. Either party hereto may terminate thisAgreement upon a material breach of this Agreement by the other party; and the Companymay terminate this Agreement upon a material breach of the Confidentiality Agreement byConsultant.  *Section 6.** **Compensation*. Consultant’s compensation for his services hereunder shall, inparts, be in form of an Equity Incentive Monetary Compensation*.*Subject to compliancewith applicable securities laws, the Company shall issue to Consultant a Common Stockaward for an aggregate of 25,000 shares of Company common stock for an option price of$1.00 per share. In addition, Consultant shall receive monetary compensation from time totime for amounts and on terms as mutually agreed to between the Company and Consultant.  *Section 7.** **Reimbursement of Business Expenses.*To the extent Consultant is authorized by theCompany to make expenditures to carry out Consultant’s duties hereunder, the Companyshall reimburse Consultant for the actual costs thereof, subject to receipt of suchdocumentation and other information as the Company may reasonably request or require inaccordance with its policies, and subject further to any limitations on the amount thatConsultant may be authorized to incur in making expenditures on the Company’s behalf.Reimbursement for each qualifying expense shall be made upon the presentation of areceipt by Consultant of such expense item and any and all
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Save the World Air, Inc.   other documentation which the Company may reasonably require regarding theexpense item submitted to Company.  *Section 8.** **Independent Contractor*. Consultant shall be retained by the Company only for thepurposes and to the extent set forth in this Agreement, and his relation to the Company,during the term of this Agreement, shall be that of an independent contractor.Consultant shall not be considered as having an employee status.  *Section 9.** **Injunctive Relief*. Remedies at law shall be deemed to be inadequate for any breachof any of the covenants of this Agreement, and the Company shall be entitled toinjunctive relief in addition to any other remedies it may have in the event of suchbreach.  *Section 10.** **Amendments; Consents*. No amendment, modification, supplement, termination, orwaiver of any provision in this Agreement, and no consent to any departure therefrom,shall be effective unless in writing and signed by both Consultant and the Company andthen only in the specific instance and for the specific purpose given.  *Section 11.** **Notices*. Any notices required or permitted to be given in writing will be deemedreceived when personally delivered or, if earlier, ten (10) days after mailing byregistered or certified United States mail, postage prepaid, and return receiptrequested. Notice to the Company is valid if sent to the Company’s principal place ofbusiness and notice to Consultant is valid if sent to Consultant at Consultant’s addressas it appears in the Company’s records. The Company or Consultant may change theiraddress only by notice given to the other in the manner set forth herein.  *Section 12.** **Counterparts; Facsimile Signatures.*This Agreement may be executed in two or morecounterparts, and the counterparts, taken together, shall constitute one original.Executed copies of this Agreement and any amendments or modifications thereto may bedelivered by facsimile transmission in lieu of an original.  *Section 13.** **Binding Effect; Assignment*. This Agreement shall be binding upon and inure to thebenefit of Consultant and the Company and their respective permitted successors andassigns. This Agreement, including the rights and obligations hereunder, shall not beassigned, delegated or transferred by Consultant without the prior written consent of theCompany.  *Section 14.** **Integration; Construction*. This Agreement (together with the appendices thereof)shall comprise the complete and integrated agreement of the Company and Consultant andshall supersede all prior agreements, written or oral, on the subject matter hereof.Neither party hereto shall have a provision construed against it by reason of such partyhaving drafted the same.
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Save the World Air, Inc. *Section 15.** **Survival.*The rights and obligations provided in Section 3 (b), Section 4,Section 6, Section 9, Section 13 and Section 19 shall survive termination of thisAgreement.  *Section 16.** **Governing Law*. This Agreement shall be governed by, and construed and enforced inaccordance with, the laws of the State of California.  *Section 17.** **Severability of Provisions*. Any provision in this Agreement that is held to beinoperative, unenforceable, or invalid in any jurisdiction shall be, as to thatjurisdiction only, inoperative, unenforceable, or invalid without affecting the remainingprovisions in that jurisdiction or the operation, enforceability, or validity of thoseprovisions in any other jurisdiction, and to this end the provisions of this Agreementshall be severable.  *Section 18.** **Headings*. Headings of this Agreement are included for convenience only and shallnot be considered a part of this Agreement for any other purpose.  *Section 19.** **Attorneys’ Fees*. In the event of any litigation or other dispute arising as aresult of or by reason of this Agreement, the prevailing party in any such litigation orother dispute shall be entitled to, in addition to any other damages assessed, itsreasonable attorneys’ fees, and all other costs and expenses incurred in connection withsettling or resolving such dispute. The attorneys’ fees which the prevailing party isentitled to recover shall include fees for prosecuting or defending any appeal and shallbe awarded for any supplemental proceedings until the final judgment is satisfied infull. In addition to the foregoing award of attorneys’ fees to the prevailing party, theprevailing party in any lawsuit on this Agreement shall be entitled to its reasonableattorneys’ fees incurred in any post judgment proceedings to collect or enforce thejudgment. This attorneys’ fees provision is separate and several and shall survive themerger of this Agreement into any judgment.  *Section 20.** **Waiver; Rights and Remedies*. Neither Consultant’s nor the Company’s failure toexercise any right under this Agreement shall constitute a waiver of any other term orcondition of this Agreement with respect to any other preceding, concurrent, orsubsequent breach, nor shall it constitute a waiver by the Company or Consultant of itsrights at any time thereafter to require exact and strict compliance with any of theterms of this Agreement. The rights and remedies set forth in this Agreement shall be inaddition to any other rights or remedies which may be granted by law.[Signature page follows]
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Save the World Air, Inc.IN WITNESS WHEREOF, the parties hereto have executed or caused their respective dulyauthorized officer to execute this Agreement as of the date first set forth above.      **CONSULTANT**