Exhibit 10.01 12/22/05


    

      ASSET
        PURCHASE AGREEMENT

      


       

      THIS
        ASSET PURCHASE AGREEMENT ("Agreement")
        is entered into effective as of December 1, 2005, by, and among, Kleenair
        Systems, Inc., a Nevada corporation ("KAIR"), on the one hand, and Innovay,
        Inc., a California corporation (“INNO”), and its shareholders (“Stockholders”),
        on the other hand. 

       

      R
        E C
        I T A L S

      


      
        	
                A.

              	
                INNO
                  wishes to sell, and KAIR wishes to acquire, all of the Assets of
                  INNO (as
                  defined below) in exchange for KAIR’s issuance to INNO of an aggregate of
                  Eighteen Million Nine Hundred Eighty-Three Thousand Nine Hundred
                  Seventy-Six (18,983,976) Post-Split restricted shares of the common
                  stock
                  of KAIR ($.001 par value per share), representing approximately
                  Sixty
                  Percent (“60%”) of the issued and outstanding shares ("Post Split") at
                  Closing (the "KAIR Common Stock"), subject to and upon the terms
                  and
                  conditions set forth herein.

              


      

       

      
        	
                B.

              	
                INNO
                  has authorized capital stock consisting of 1,000,000 shares of
                  Common
                  Stock of which 57,471 shares of Common Stock of INNO are issued
                  and
                  outstanding and owned by the Stockholders as of the date of this
                  Agreement. Exhibit “1” attached hereto sets forth the number of shares
                  owned by each of the Stockholders.

              


      

       

      
        	
                C.

              	
                At
                  the Closing of this Asset Purchase Agreement as defined below,
                  INNO will
                  transfer to KAIR all of its assets and liabilities. Each of the
                  assets is
                  set forth on Exhibit “2” and each of the liabilities is set forth on
                  Exhibit “3.”.

              


      

       

      
        	
                D.

              	
                KAIR
                  has authorized capital stock consisting of 100,000,000 shares of
                  KAIR
                  Common Stock, of which approximately 63,000,000 shares are issued
                  and
                  outstanding as of the date of this Agreement (Pre-Split) and upon
                  effecting a 1:5 reverse split there will be approximately 12,655,984
                  shares issued and outstanding (the "Reverse Split") and increasing
                  the
                  number of authorized shares to 200,000,000 shares. KAIR also has
                  authorized shares of preferred stock. However, as of the date of
                  this
                  Agreement, none of the preferred stock is issued and
                  outstanding.

              


      

       

      
        	
                E.

              	
                After
                  the delivery of 18,983,976 shares of KAIR common stock on closing,
                  there
                  will be approximately 31,639,960 shares of KAIR Common Stock issued
                  and
                  outstanding, of which 18,983,976 KAIR Shares of the issued and
                  outstanding
                  KAIR Common Stock, will be owned by INNO. Although KAIR shall have
                  no
                  liability or responsibility in connection therewith, INNO currently
                  intends to distribute the KAIR Common Stock to the Stockholders,
                  pro rata,
                  after the Closing. 

              


      

       

      
        	
                F.

              	
                In
                  addition, an additional 52,733,260 shares shall be delivered to
                  INNO as
                  part of the Asset Purchase, if certain additional assets are delivered
                  to
                  KAIR as set forth in Paragraph 1.7 of this Agreement. In the event
                  that
                  such additional shares are earned, INNO shall hold a total of 71,717,206
                  shares of the common stock of KAIR which (assuming no additional
                  shares
                  are issued) shall be equal to approximately eighty-five percent
                  (85%) of
                  the issued outstanding shares of
                  KAIR.

              


      

       


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      


      AGREEMENT

      It
        is
        agreed as follows: 

       

      1.
        ASSET
        PURCHASE.

       

      
        	 	
                1.1

              	
                Incorporation
                  of Recitals.
                  The provisions and recitals set forth hereinabove are hereby incorporated
                  into and made a part of this Agreement by reference
                  thereto.

              


      

      


      
        	 	
                1.2

              	
                Agreement
                  to Purchase Assets.
                  Subject to the terms and conditions set forth herein, INNO shall
                  sell,
                  assign, transfer and deliver to KAIR, at Closing, all of the INNO’s assets
                  at Closing in exchange for 18,983,976 shares of KAIR restricted
                  common
                  stock (post-split) and the assumption of all current INNO liabilities.
                  On
                  closing, such shares shall constitute approximately sixty percent
                  (60%) of
                  the issued and outstanding shares of KAIR. Stockholders shall cause
                  INNO
                  to comply with this sale of assets.

              


      

       

      All
        of
        the current assets of INNO are set forth on Exhibit “2” and all of the current
        liabilities of INNO are set forth on Exhibit “3.” INNO and Stockholders agree
        that none of the assets set forth on Exhibit “2” shall be sold, transferred,
        altered, expended, or encumbered in any way and no additional liabilities
        of any
        kind shall be incurred without the express prior written consent of
        KAIR.

       

      Attached
        hereto as Exhibit “4” is a balance sheet of Innovay, Inc. as of October 31,
        2005, and the related statements of operations, stockholders' deficit, and
        cash
        flows for the period from November 23, 2004 (inception) to October 31, 2005,
        which have been audited by Kabani & Company, Inc. INNO and Stockholders
        hereby represent that there are no assets or liabilities of INNO as of the
        date
        of this Agreement that do not appear on Exhibit “4.”

       

      To
        the
        extent that any contractual right being transferred to KAIR hereunder requires
        consent to permit such transfer, INNO and Stockholders shall obtain such
        written
        consent prior to transfer.

       

      
        	 	
                1.3

              	
                Closing.
                  The closing (the "Closing")
                  of the exchange of the Assets for the KAIR Shares shall take place
                  at the
                  offices of John Holt Smith, Esq., located at 1900 Avenue of the
                  Stars,
                  Suite 1450, Los Angeles, California 90067, at 3:00 PM, local time,
                  on
                  January 23, 2006, or at such other time and place as may be agreed
                  to by
                  INNO and KAIR (the "Closing
                  Date");
                  provided however, that the date of the Closing shall not precede
                  the
                  effective date of the Schedule 14C Information Statement being
                  filed in
                  connection with this transaction.

              


      

       

      
        	 	
                1.4

              	
                Instruments
                  of Transfer

              


      

       

      
        	 	
                (a)

              	
                Stockholders
                  Shares.
                  INNO and the Stockholders shall cause the officers of INNO to deliver
                  to
                  the Escrow Agent on, or before, the Closing Date all original documents
                  of
                  transfer for all assets held by INNO subject to all liabilities
                  of INNO
                  being assumed under this Agreement, and all necessary consents
                  to
                  transfer, in a form satisfactory to KAIR, in order to effectively
                  vest in
                  KAIR all right, title and interest in and to the Assets. From time
                  to time
                  after the Closing Date, and without further consideration, the
                  Stockholders and INNO will execute and deliver such other instruments
                  of
                  transfer and take such other actions as KAIR may reasonably request
                  in
                  order to more effectively transfer to KAIR the Assets intended
                  to be
                  transferred hereunder.

              


      

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


      
        	 	
                (b)

              	
                KAIR
                  Common Stock.
                  KAIR shall deliver to the Escrow Agent on, or before, the Closing
                  Date an
                  original stock certificate evidencing 18,983,976 shares of KAIR
                  restricted
                  common stock (post-split) in the name of INNO, in form and substance
                  reasonably satisfactory to INNO and the Stockholders, in order
                  to
                  effectively vest in INNO all right, title and interest in and to
                  the KAIR
                  Shares issuable to it. 

              


      

      


      
        	 	
                1.5

              	
                Tax
                  Free Reorganization.
                  The parties intend that the transaction under this Agreement shall
                  qualify
                  as a tax-free reorganization under Section 368 of the Internal
                  Revenue
                  Code of 1986.

              


      

       

      
        	 	
                1.6

              	
                Transfer
                  of Contracts.
                  At or before the Closing, INNO shall execute and deliver to Escrow
                  all
                  INNO contract rights of (i) Salon-De Mariag (Japan), (ii) Kuang-Dong
                  (Korea); and (iii) Intimus (Korea).

              


      

       

      
        	 	
                1.7

              	
                Additional
                  Shares.
                  At such time as the following conditions are met, KAIR shall deliver
                  an
                  additional 52,733,230 shares of the restricted common stock of
                  KAIR
                  (post-split) to INNO:

              


      

      


      
        	 	
                (a)

              	
                Sale
                  of distribution rights for ZenGen and InnoZen products in China,
                  Korea,
                  and/or Japan for $2,000,000 (US). The written agreement shall provide
                  for
                  the payment of $2,000,000 over the initial six (6) months of the
                  Agreement
                  and royalties on actual sale of products. Such sale must be to
                  a
                  bona fide
                  licensee; and

              


      

      


      
        	 	
                (b)

              	
                Sale
                  of distribution rights for existing INNO cosmetic products in China,
                  Korea, and/or Japan for $1,000,000 (US). The written agreement
                  shall
                  provide for the payment of $1,000,000 over the initial six (6)
                  months of
                  the Agreement and royalties on actual sale of products. Such sale
                  must be
                  to a bona fide
                  licensee.

              


      

      


      In
        the
        event that such agreements are not delivered within one (1) year of the date
        of
        Closing, the additional shares shall not be delivered to INNO.

      


      2.DELIVERIES
        AT THE CLOSING

       

      
        	 	
                2.1

              	
                KAIR’s
                  Deliveries at the Closing.
                  At or prior to the Closing and as a condition of Closing, KAIR
                  shall
                  deliver or cause to be delivered to John Holt Smith, Esq., at the
                  offices
                  of Smith & Associates, located at 1900 Avenue of the Stars, Suite
                  1450, Los Angeles, California 90067, all of the
                  following:

              


      

      


      
        	 	
                (a)

              	
                Original
                  certificates representing the KAIR Shares in the name of
                  INNO;

              


      

      


      
        	 	
                (b)

              	
                The
                  Officer’s Certificate signed by KAIR’s President and dated as of the
                  Closing Date in the form attached hereto as Exhibit
                  “5”;

              


      

      


      
        	 	
                (c)

              	
                A
                  written resignation of the officers and directors of KAIR effective
                  as of
                  the Closing Date in form satisfactory to the
                  Stockholders;

              


      

      


      
        	 	
                (d)

              	
                Certified
                  resolutions of the Board of Directors of KAIR in the form attached
                  hereto
                  as Exhibit “6”, which (i) authorize the consummation of the transactions
                  contemplated by this Agreement; and (ii) elect the person(s) designated
                  by
                  KAIR as officer(s) and director(s) of KAIR effective as of the
                  Closing
                  Date;

              


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      
        	 	
                (e)

              	
                A
                  certified list of the record holders of KAIR Common Stock as of
                  the most
                  recent practicable date evidencing all of the shares of KAIR Common
                  Stock
                  issued and outstanding;

              


      

      


      
        	 	
                (f)

              	
                A
                  certificate of good standing of KAIR from the State of Nevada as
                  of the
                  most recent practicable date;

              


      

      


      
        	 	
                (g)

              	
                Such
                  other documents and instruments as shall be reasonably necessary
                  to effect
                  the transactions contemplated
                  hereby;

              


      

      


      
        	 	
                (h)

              	
                An
                  Option Agreement approved by INNO and the Stockholders granting
                  the right
                  of Pollution Control Ltd., a Bahamian Company, an affiliate of
                  Lionel
                  Simons, to purchase one hundred percent (100%) of the issued and
                  outstanding stock of Kleenair Systems of North America, Inc., a
                  Nevada
                  corporation in the form attached hereto as Exhibit “7”. INNO and the
                  Stockholders represent that immediately after the Closing, the
                  newly
                  constituted KAIR Board of Directors shall ratify such Option Agreement;
                  and

              


      

      


      
        	 	
                (i)

              	
                A
                  Consulting Agreement providing for the provision of consulting
                  services by
                  Lionel Simons after closing.

              


      

       

      
        	 	
                2.2

              	
                Stockholders’
                  Deliveries at Closing.
                  At or prior to the Closing, the Stockholders shall deliver or cause
                  to be
                  delivered to John Hold Smith, Esq., all of the
                  following:

              


      

      


      
        	 	
                (a)

              	
                Such
                  documents and instruments as shall be reasonably necessary to effect
                  the
                  transactions contemplated hereby.

              


      

       

      
        	 	
                2.3

              	
                INNO’s
                  Deliveries at the Closing.
                  At or prior to the Closing and as a condition of Closing, INNO
                  shall
                  deliver or cause to be delivered to John Holt Smith, Esq., all
                  of the
                  following:

              


      

      


      
        	 	
                (a)

              	
                The
                  Officer’s Certificate signed by the Chief Executive Officer of INNO and
                  dated as of the Closing Date in the form attached hereto as Exhibit
                  “8”;

              


      

       

      
        	 	
                (b)

              	
                Certified
                  resolutions of the Board of Directors of INNO in the form attached
                  hereto
                  as Exhibit “9” authorizing the consummation of the transactions
                  contemplated by this Agreement;

              


      

       

      
        	 	
                (c)

              	
                A
                  certificate of good standing of INNO from the State of California
                  as of
                  the most recent practicable date;
                  and

              


      

       

      
        	 	
                (d)

              	
                Assignments,
                  Consents to Transfer, and Bills of Sale covering all assets of
                  INNO and
                  such other documents and instruments as shall be reasonably necessary
                  to
                  effect the transactions contemplated
                  hereby.

              


      

       

      3.
        REPRESENTATIONS
        AND WARRANTIES OF THE STOCKHOLDERS.
        The
        Stockholders represent, warrant and covenant to and with KAIR with respect
        to
        itself, as follows:

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      


      
        	 	
                3.1

              	
                Power
                  and Authority.
                  The Stockholders have all requisite power and authority to enter
                  into and
                  to carry out all of the terms of this Agreement and all other documents
                  executed and delivered in connection herewith (collectively, the
                  "Documents").
                  All individual action on the part of the Stockholders necessary
                  for the
                  authorization, execution, delivery and performance of the Documents
                  by the
                  Stockholders have been taken and no further authorization on the
                  part of
                  the Stockholders is required to consummate the transactions provided
                  for
                  in the Documents. When executed and delivered by the Stockholders,
                  the
                  Documents shall constitute the valid and legally binding obligation
                  of the
                  Stockholders enforceable in accordance with their respective terms.
                  As
                  INNO shareholders, Stockholders have the authority to cause, and
                  shall
                  cause, INNO to carry out the terms of this
                  Agreement.

              


      

       

      
        	 	
                3.2

              	
                Ownership
                  of and Title to Securities.
                  The Stockholders, as a group, own all of the issued and outstanding
                  shares
                  of INNO Shares. 

              


      

       

      
        	 	
                3.3

              	
                Accuracy
                  of INNO Representations
                  All of the representations and warranties of INNO are accurate
                  as of the
                  date of this Agreement and will be accurate as of the date of
                  Closing.

              


      

       

      4.
        REPRESENTATIONS
        AND WARRANTIES OF KAIR.
        KAIR
        represents warrants and covenants to INNO and the Stockholders as
        follows:

       

      
        	 	
                4.1

              	
                Organization
                  and Good Standing.
                  KAIR is a corporation duly organized, validly existing and in good
                  standing under the laws of the State of Nevada and has full corporate
                  power and authority to enter into and perform its obligations under
                  this
                  Agreement. 

              


      

       

      
        	 	
                4.2

              	
                Capitalization.
                  Exhibit “10” to this Agreement accurately and completely describes the
                  authorized, issued and outstanding capital stock of KAIR. To the
                  best of
                  KAIR’s knowledge, all outstanding shares of KAIR Common Stock were offered
                  and sold in compliance with applicable state and federal securities
                  laws,
                  have been duly authorized and validly issued and are fully paid,
                  nonassessable and free of any preemptive rights to the best of
                  KAIR’s
                  knowledge. There are no warrants, options, subscriptions, calls
                  or other
                  similar rights to purchase any of KAIR’s capital stock, and there are no
                  voting, pooling or voting trust agreements, arrangements or contracts
                  by
                  and among KAIR, its stockholders or any of
                  them.

              


      

       

      
        	 	
                4.3

              	
                Validity
                  of Transactions.
                  This Agreement, each document executed and delivered by KAIR in
                  connection
                  with the transactions contemplated by this Agreement and the performance
                  of the transactions contemplated therein has been, or will have
                  been, duly
                  authorized by the KAIR Board of Directors, has been, or will have
                  been,
                  duly executed and delivered by KAIR and each is the valid and legally
                  binding obligation of KAIR, enforceable in accordance with its
                  terms,
                  except as limited by applicable bankruptcy, insolvency, reorganization
                  and
                  moratorium laws and other laws affecting enforcement of creditor’s rights
                  generally and by general principles of equity. The KAIR Shares
                  issuable
                  hereunder, when issued in accordance with the terms of this Agreement,
                  will be duly authorized, validly issued, fully paid and nonassessable
                  and
                  free of any liens or encumbrances, except for any restrictions
                  imposed by
                  federal or state securities laws.

              


      

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      


      
        	 	
                4.4

              	
                No
                  Conflict.
                  The execution and delivery of this Agreement and the consummation
                  of the
                  transactions contemplated hereby do not and will not conflict with,
                  result
                  in a breach of any term or provision of or constitute a default
                  under or
                  result in a violation of (i) the Certificate of Incorporation or
                  Bylaws of
                  KAIR, as amended, (ii) any agreement, contract, lease, license
                  or
                  instrument to which KAIR is a party or by which KAIR or any of
                  its
                  properties or assets are bound, or (iii) any judgment, decree,
                  order or
                  writ by which KAIR is bound or to which it or any of its properties
                  or
                  assets are subject.

              


      

       

      
        	 	
                4.5

              	
                Approvals
                  and Consents.
                  Except for the filing and distribution of Schedule 14C Information
                  Statement pursuant to Rule 14(c) under the Securities and Exchange
                  Act of
                  1934, as amended (“Exchange Act”), the effectiveness of a reverse split of
                  KAIR Stock, the name change to Migami, Inc., and the increase in
                  the
                  number of authorized shares there are no permits, consents, mandates
                  or
                  approvals of public authorities, either federal, state or local,
                  or of any
                  third party necessary for KAIR’s consummation of the transactions
                  contemplated hereby.

              


      

      


      
        	 	
                4.6

              	
                SEC
                  Reports; Financial Statements.

              


      

      


      
        	 	
                (a)

              	
                KAIR
                  will have filed all reports, including the 2004 Annual Report and
                  the
                  Quarterly Reports required to be filed by it under the Exchange
                  Act
                  (collectively, the "SEC Reports"), as of the date of Closing. The
                  SEC
                  Reports complied, at the time of filing, in all material respects
                  with the
                  applicable requirements of the Exchange Act. To the best of KAIR’s
                  knowledge, none of the SEC Reports, as of their respective dates,
                  contained any untrue statement of a material fact or omitted to
                  state a
                  material fact required to be stated therein or necessary in order
                  to make
                  the statements therein, in light of the circumstances under which
                  they
                  were made, not misleading, except to the extent superseded by an
                  SEC
                  Report filed subsequently and prior to the date hereof. Prior to
                  the
                  Closing, KAIR shall deliver to INNO KAIR’s balance sheet and the related
                  statements of operations, stockholders’ equity and cash flows (including
                  the related notes thereto) of KAIR for the three months ended September
                  30, 2005 (the "September Financials"). There has been no material
                  adverse
                  change in the business, assets, liabilities, financial condition,
                  or
                  results of operations of KAIR since the filing of the September
                  Financials.

              


      

       

      
        	 	
                (b)

              	
                The
                  2004 Financials have been prepared in accordance with United States
                  generally accepted accounting principles. To the best of KAIR’s knowledge,
                  all financial statements made part of the SEC Reports and the September
                  Financials present fairly the financial position of KAIR as at
                  their
                  respective dates and the results of its operations and its cash
                  flows for
                  the periods presented therein subject, in the case of the unaudited
                  interim financial statements, to normal year-end adjustments that
                  have not
                  been and are not expected to be material in amount.
                  

              


      

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      


      
        	 	
                4.7

              	
                Litigation.
                  Except as set forth in the KAIR Disclosure Schedule, there are
                  no suits or
                  proceedings (including without limitation, proceedings by or before
                  any
                  arbitrator, government commission, board, bureau or other administrative
                  agency) pending or, to the knowledge of KAIR, threatened against
                  or
                  affecting KAIR, the officers or directors of KAIR or any of their
                  respective affiliates or that questions or threatens the validity
                  of this
                  Agreement or any action to be taken in connection herewith, and
                  KAIR or
                  any of its assets are not subject to or in default with respect
                  to any
                  order, writ, injunction or decree of any federal, state, local
                  or other
                  governmental department. KAIR has not commenced and does not currently
                  intend to commence any legal proceedings against any other person
                  or
                  entity.

              


      

       

      
        	 	
                4.8

              	
                Taxes.
                  Except as set forth in the KAIR Disclosure Schedule, all federal
                  income
                  tax returns and state and local income tax returns for KAIR have
                  been
                  filed as required by law. All taxes as shown on such returns or
                  on any
                  assessment received subsequent to the filing of such returns have
                  been
                  paid, and there are no pending assessments or adjustments or any
                  income
                  tax payable for which reserves, which are reasonably believed by
                  KAIR to
                  be adequate for the payment of any additional taxes that may come
                  due,
                  have not been established. All other taxes imposed by any government
                  authority on KAIR have been paid and any reports or returns due
                  in
                  connection therewith have been filed. No outstanding claim for
                  assessment
                  or collection of taxes has been asserted against KAIR and there
                  are no
                  pending, or to the knowledge of KAIR, threatened tax audits, examinations
                  or claims.

              


      

       

      
        	 	
                4.9

              	
                No
                  Defaults.
                  No material default (or event which, with the passage of time or
                  the
                  giving of notice, or both, would become a material default) exists
                  or is
                  alleged to exist with respect to the performance of any obligation
                  of KAIR
                  under the terms of any indenture, license, mortgage, deed of trust,
                  lease,
                  note, guaranty, joint venture agreement, operating agreement, partnership
                  agreement or other contract or instrument to which KAIR is a party
                  or any
                  of its assets are subject, or by which it is otherwise bound, and,
                  to the
                  best knowledge of KAIR, no such default or event exists or is alleged
                  to
                  exist with respect to the performance of any obligation of any
                  party
                  thereto.

              


      

       

      
        	 	
                4.10

              	
                Corporate
                  Documents.
                  KAIR has furnished to INNO true and complete copies of the Articles
                  of
                  Incorporation, as amended, and Bylaws of KAIR certified by its
                  secretary
                  and copies of the resolutions adopted by KAIR’s Board of Directors
                  authorizing and approving this Agreement and the transactions contemplated
                  hereby. KAIR has made available to INNO, the Stockholders, and
                  their
                  representatives all corporate minute books of KAIR, and such minute
                  books
                  contain complete and accurate records of the proceedings of KAIR’s
                  stockholders and directors.

              


      

       

      
        	 	
                4.11

              	
                Contracts
                  and Other Commitments.
                  All contracts and agreements of any kind, written or oral, concerning
                  KAIR
                  are identified on the KAIR Disclosure Schedule. Prior to Closing,
                  KAIR
                  will not have and will not be bound by any other contract, agreement,
                  lease, commitment or proposed transaction, judgment, order, writ
                  or
                  decree, written or oral, absolute or contingent.
                  

              


      

       

      
        	 	
                4.12

              	
                No
                  Liabilities.
                  KAIR has no liabilities or claims against it (whether known or
                  unknown,
                  whether asserted or unasserted, whether absolute or contingent,
                  whether
                  accrued or unaccrued, whether liquidated or unliquidated and whether
                  due
                  or to become due, including any liabilities for taxes) except for
                  (i)
                  liabilities or claims set forth in the SEC Reports, or (ii) liabilities
                  or
                  claims identified in the KAIR Disclosure Schedule.
                  

              


      

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      


      
        	 	
                4.13

              	
                No
                  Assets.
                  As of closing, KAIR shall have no assets or operations. All KAIR
                  assets
                  and operations shall have been transferred to Kleenair Systems
                  of North
                  America, Inc., as of the date of the
                  Closing.

              


      

       

      
        	 	
                4.14

              	
                Compliance
                  with Laws.
                  To the best of KAIR’s knowledge, KAIR has complied in all material
                  respects with all material laws, regulations and orders affecting
                  its
                  business and operations and is not in default under or in violation
                  of any
                  provision of any federal, state or local rule, regulation or law,
                  including without limitation, any applicable statute, law or regulation
                  relating to the environment or occupational health and safety,
                  and no
                  material expenditures are or will be required in order to comply
                  with any
                  such existing statute, law or
                  regulation.

              


      

      


      
        	 	
                4.15

              	
                Absence
                  of Certain Changes.
                  Prior to the Closing, KAIR shall not, except as contemplated by
                  this
                  Agreement, without the written consent of INNO (which consent will
                  not be
                  unreasonably withheld):

              


      

      


      
        	 	
                (a)

              	
                make
                  any material change in the business or operations of KAIR, taken
                  as a
                  whole;

              


      

       

      
        	 	
                (b)

              	
                declare
                  any dividends in cash on the issued and outstanding shares of KAIR
                  Common
                  Stock, or make any other distribution of any kind in respect thereof;
                  

              


      

      


      
        	 	
                (c)

              	
                except
                  as set forth herein, issue, sell or otherwise distribute any authorized
                  but unissued shares of its capital stock or effect any stock split
                  or
                  reclassification of any such shares or grant or commit to grant
                  any
                  option, warrant or other right to subscribe for or purchase or
                  otherwise
                  acquire any shares of capital stock of KAIR or any security convertible
                  into or exchangeable for any such
                  shares;

              


      

      


      
        	 	
                (d)

              	
                except
                  as set forth herein, adopt any amendment to its Certificate of
                  Incorporation or Bylaws;

              


      

      


      
        	 	
                (e)

              	
                enter
                  into any other transaction affecting in any material respect the
                  business
                  of KAIR, taken as a whole. 

              


      

       

      
        	 	
                4.16

              	
                Brokers
                  and Finders.
                  KAIR has not dealt with any broker or finder in connection with
                  the
                  transactions contemplated hereby. KAIR has not incurred, nor shall
                  it
                  incur, directly or indirectly, any liability for any brokerage
                  or finders’
                  fees, agent commissions or any similar charges in connection with
                  this
                  Agreement or any transaction contemplated
                  hereby.

              


      

      


      
        	 	
                4.17

              	
                Intercompany
                  and Affiliate Transactions; Insider Interests.
                  Except as identified in the SEC Report or as contemplated herein,
                  there
                  are, and during the last two years there have been, no transactions,
                  agreements or arrangements of any kind, direct or indirect, between
                  KAIR,
                  on the one hand, and any director, officer, employee, stockholder
                  or
                  affiliate of KAIR, on the other hand, including, without limitation,
                  loans, guarantees or pledges to, by or for KAIR or from, to, by
                  or for any
                  of such persons, that are currently in effect (current loans outstanding
                  to Pollution Control, Lionel Simons, Barbara Simons, Les Berriman
                  and John
                  Zabsky).

              


      

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      


      
        	 	
                4.18

              	
                Corporate
                  Action.
                  Prior to Closing, KAIR shall use its reasonable best efforts
                  to:

              


      

      


      
        	 	
                (a)

              	
                Transfer
                  all of its assets, including cash assets, to Kleenair Systems of
                  North
                  America, Inc.;

              


      

      


      
        	 	
                (b)

              	
                Affect
                  a name change to Migami, Inc.; and

              


      

      


      
        	 	
                (c)

              	
                Affect
                  a five (5) for one (1) reverse split of its issued and outstanding
                  shares
                  and increase the number of authorized shares to
                  200,000,000.

              


      

      


      5.
        REPRESENTATIONS
        AND WARRANTIES OF INNO.
        INNO
        represents warrants and covenants to and with KAIR as follows:

       

      
        	 	
                5.1

              	
                Organization
                  and Good Standing.
                  INNO is a corporation duly organized, validly existing, and in
                  good
                  standing under the laws of the State of California and has full
                  corporate
                  power and authority to enter into and perform its obligations under
                  this
                  Agreement.

              


      

       

      
        	 	
                5.2

              	
                Capitalization.
                  Exhibit “1” to this Agreement accurately and completely describes the
                  authorized, issued and outstanding capital stock of INNO and accurately
                  reflects the legal and beneficial ownership of such shares.
                  

              


      

       

      
        	 	
                5.3

              	
                Financial
                  Statements.
                  INNO has furnished to KAIR its audited balance sheet as of October
                  31,
                  2005, and its related unaudited statements of income, stockholders’ equity
                  and cash flow for the period ended October 31, 2005, together with
                  appropriate notes to such financial statements (the "October Financial
                  Statements"). The October 31, 2005, Financial Statements reflect
                  adequate
                  provisions for all reasonably anticipated liabilities, do not contain
                  any
                  items of a special or nonrecurring nature except as expressly stated
                  therein, and present fairly the financial position of INNO as of
                  such
                  date.

              


      

       

      
        	 	
                5.4

              	
                No
                  Material Adverse Change.
                  Since October 31, 2005, there has not been any material adverse
                  change in
                  the business, assets, liabilities, financial condition, results
                  of
                  operations or prospects of INNO.

              


      

       

      
        	 	
                5.5

              	
                No
                  Undisclosed Liabilities.
                  INNO has no material liabilities, fixed or contingent, other than
                  (i)
                  liabilities fully reflected in the October Financial Statements
                  and (ii)
                  liabilities incurred since October 31, 2005, in the ordinary course
                  of
                  business or as contemplated or permitted by this Agreement, which
                  do not
                  exceed $10,000 in the aggregate and which have no material adverse
                  effect
                  on the financial position or results of operations of INNO or its
                  assets
                  being acquired under this Agreement.


              


      

       

      
        	 	
                5.6

              	
                Litigation.
                  There are no material lawsuits, proceedings, claims or governmental
                  investigations pending or, to the knowledge of any executive officer
                  of
                  INNO threatened against INNO or any of its assets nor is there
                  any
                  reasonable basis known to any executive officer of INNO for any
                  such
                  action and there is no action, suit, proceeding or investigation
                  pending,
                  threatened or, to the knowledge of any executive officer of INNO
                  contemplated that questions the legality, validity or propriety
                  of the
                  transactions contemplated by this
                  Agreement.

              


      

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      


      
        	 	
                5.7

              	
                Validity
                  of Transactions.
                  This Agreement, and each document executed and delivered by INNO
                  in
                  connection with the transactions contemplated by this Agreement,
                  and the
                  performance of the transactions contemplated therein have been
                  duly
                  authorized by the directors of INNO have been duly executed and
                  delivered
                  by INNO and each is the valid and legally binding obligation of
                  INNO
                  enforceable in accordance with its terms, except as limited by
                  applicable
                  bankruptcy, insolvency reorganization and moratorium laws and other
                  laws
                  affecting enforcement of creditor’s rights generally and by general
                  principles of equity. 

              


      

       

      
        	 	
                5.8

              	
                No
                  Conflict.
                  The execution and delivery of this Agreement and the consummation
                  of the
                  transactions contemplated hereby do not and will not conflict with,
                  or
                  result in a breach of any term or provision of, or constitute a
                  default
                  under or result in a violation of (i) the Articles of Incorporation
                  or
                  Bylaws of INNO as amended, (ii) any agreement, contract, lease,
                  license or
                  instrument to which INNO is a party or by which INNO or any of
                  its
                  properties or assets are bound or (iii) any judgment, decree, order
                  or
                  writ by which INNO is bound or to which it or any of its properties
                  or
                  assets are subject.

              


      

       

      
        	 	
                5.9

              	
                Investment
                  and Related Representations.
                  INNO and Stockholders are aware that neither the KAIR Shares nor
                  the offer
                  or sale thereof to INNO has been registered under the Securities
                  Act of
                  1933, as amended, or under any state securities law. INNO and the
                  Stockholders understand that the KAIR Shares will be characterized
                  as
                  "restricted" securities under federal securities laws inasmuch
                  as they are
                  being acquired in a transaction not involving a public offering
                  and that
                  under such laws and applicable regulations such securities may
                  be resold
                  without registration under the Securities Act of 1933, as amended,
                  only in
                  certain limited circumstances. INNO and the Stockholders agree
                  that INNO
                  will not sell all or any portion of the KAIR Shares except pursuant
                  to
                  registration under the Securities Act or pursuant to an available
                  exemption from registration under the Securities Act. The address
                  of each
                  of the Stockholders is c/o Smith & Associates, 1900 Avenue of the
                  Stars, Suite 1450, Los Angeles, California 90067. INNO and the
                  Stockholders understand that each certificate for KAIR Shares issued
                  to
                  INNO or to any subsequent transferee shall be stamped or otherwise
                  imprinted with the legend set forth below summarizing the restrictions
                  described in this Section 5.9 and that KAIR shall refuse to transfer
                  the
                  KAIR Shares except in accordance with such
                  restrictions:

              


      

      


      THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933 (THE “1933 ACT”). THE SHARES HAVE BEEN ACQUIRED FOR
        INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED
        OF
        IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE
        1933
        ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S COUNSEL TO THE
        EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT.

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      


      INNO
        and
        the Stockholders acknowledge having received and reviewed KAIR’s Annual Report
        on Form 10-KSB for the year ended December 31, 2004, and KAIR’s Quarterly
        Reports on Form 10-QSB for the periods ended March 31, June 30, and September
        30
        (together, the "Quarterly
        Reports").
        INNO
        and the Stockholders acknowledge and represent that they have reviewed the
        financial statements contained within the 2004 Annual Report and the Quarterly
        Reports and are fully aware of the current financial condition of KAIR,
        including its assets and liabilities, as set forth in the 2004 Annual Report
        and
        the Quarterly Reports. Each of the Stockholders and INNO warrants and represents
        that, other than the 2004 Annual Report and the Quarterly Reports, INNO and
        the
        Stockholders are not relying upon any other information, written or oral,
        with
        regard to the status of KAIR’s financial condition, including but not limited to
        the status of the assets and liabilities set forth in the 2004 Annual Report
        and
        the Quarterly Reports. INNO and the Stockholders further acknowledge that
        KAIR
        has given full access to all of the properties, books, contracts, commitments
        and records of KAIR, and has furnished or will furnish all such information
        concerning it (including its operations, financial condition and business
        plan)
        to the counsel, accountants and other advisors, agents, consultants and
        representatives for INNO and the Stockholders, as they have requested or
        may
        request.

      


      6.
        SURVIVAL
        OF REPRESENTATIONS AND WARRANTIES.
        All
        representations and warranties contained in this Agreement shall survive
        termination. None of the representations or warranties or information provided
        herein, or to be provided hereunder, by any party contains or will contain
        any
        untrue statement of a material fact or omits or will omit to state any material
        facts necessary in order to make the statements and facts contained herein
        or
        therein not false or misleading. Copies of all documents heretofore or hereafter
        delivered or made available pursuant hereto were or will be complete and
        accurate records of such documents.

       

      Each
        party to this Agreement covenants and agrees to indemnify and hold harmless
        each
        of the other parties and its directors, officers, employees and agents from
        any
        and all costs, expenses, losses, damages and liabilities incurred or suffered
        directly or indirectly by any of them (including legal fees and cots)
        proximately resulting from or attributable to the breach of, or misstatement
        in,
        any one or more of the representations or warranties made herein.

       

      7.
        DISTRIBUTION
        OF KAIR SHARES IN THE NAME OF INNO TO ITS SHAREHOLDERS.
        The
        parties acknowledge that INNO intends to distribute the KAIR Common Stock
        to the
        Stockholders set forth on Exhibit “1,” pro rata, after Closing. The parties
        agree that such distribution shall only be made if, and as, permitted by
        all
        applicable securities laws. 

      


      8.
        CONDITIONS
        PRECEDENT

       

      
        	 	
                8.1

              	
                Conditions
                  precedent to Each Party's Obligations.
                  The respective obligations of each party to consummate the transactions
                  contemplated by this Agreement shall be subject to the satisfaction
                  on or
                  prior to the Closing of the following conditions, unless waived
                  by all
                  other parties:

              


      

      


      
        	 	
                (a)

              	
                Government
                  Approvals.
                  All authorizations, consents, orders or approvals of, or declarations
                  or
                  filings with, or expiration of waiting periods imposed by, any
                  governmental authority necessary for the consummation of the transactions
                  contemplated by this Agreement, other than the waiting period required
                  by
                  Rule 14c-2 under the Exchange Act, shall have been filed, occurred
                  or been
                  obtained.

              


      

      


      
        	 	
                (b)

              	
                Third-Party
                  Approvals.
                  Any and all consents or approvals required from third parties relating
                  to
                  contracts, licenses, leases and other instruments, material to
                  the
                  respective businesses of KAIR and INNO shall have been
                  obtained.

              


      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      


      
        	 	
                (c)

              	
                Legal
                  Action.
                  No temporary restraining order, preliminary injunction or permanent
                  injunction or other order preventing the consummation of the transactions
                  contemplated by this Agreement shall have been issued by any federal
                  or
                  state court and remain in effect, and no litigation seeking the
                  issuance
                  of such an order or injunction shall be pending that, in the good
                  faith
                  judgment of INNO or KAIR, has a reasonable probability of resulting
                  in
                  such order, injunction or damages. In the event any such order
                  or
                  injunction shall have been issued, each party agrees to use its
                  reasonable
                  efforts to have any such injunction
                  lifted.

              


      

      


      
        	 	
                (d)

              	
                Due
                  Diligence Review.
                  Each party hereto shall have discovered no material deviation in
                  the
                  factual statement, or representations made herein to the other
                  party
                  during their respective due diligence review of the books, records
                  or
                  agreements to which any party is obligated. Such review shall terminate
                  thirty (30) days after the execution of this
                  Agreement.

              


      

      


      
        	 	
                (e)

              	
                Closing
                  Documents.
                  Mr. Smith shall have received all documents required for Closing
                  by
                  Section 2 of this Agreement.

              


      

       

      
        	 	
                8.2

              	
                Conditions
                  Precedent to Obligations of KAIR.
                  The obligations of KAIR to consummate the transactions contemplated
                  by
                  this Agreement are subject to the satisfaction on or prior to the
                  Closing
                  of the following conditions, unless waived by
                  KAIR:

              


      

      


      
        	 	
                (a)

              	
                Representations
                  and Warranties of Stockholders.
                  The representations and warranties of the Stockholders set forth
                  in this
                  Agreement shall be true and correct in all material respects as
                  of the
                  date of this Agreement and as if made at and as of the Closing
                  Date,
                  except as otherwise contemplated by this
                  Agreement.

              


      

      


      
        	 	
                (b)

              	
                Representations
                  and Warranties of INNO.
                  The representations and warranties by INNO set forth in this Agreement
                  shall be true and correct in all material respects as of the date
                  of this
                  Agreement and as if made at and as of the Closing Date, and KAIR
                  shall
                  have received a certificate to such effect signed by the Chief
                  Executive
                  Officer of each.

              


      

      


      
        	 	
                (c)

              	
                Performance
                  of Obligations of INNO.
                  INNO shall have performed in all material respects all obligations
                  required to be performed by it under this Agreement prior to the
                  Closing
                  Date, and KAIR shall have received a certificate to such effect
                  signed by
                  the Chief Executive Officer of INNO.


              


      

       

      
        	 	
                8.3

              	
                Conditions
                  Precedent to Obligations of KAIR and the Stockholders.
                  The obligations of INNO and the Stockholders to consummate the
                  transactions contemplated by this Agreement are subject to the
                  satisfaction on or prior to the Closing of the following conditions,
                  unless waived by INNO and the
                  Stockholders:

              


      

      


      
        	 	
                (a)

              	
                Representations
                  and Warranties.
                  The representations and warranties of KAIR set forth in this Agreement
                  shall be true and correct in all material respects as of the date
                  of this
                  Agreement and as if made at and as of the Closing Date, except
                  as
                  otherwise contemplated by this Agreement, and INNO and the Stockholders
                  shall have received a certificate to such effect signed by the
                  President
                  of KAIR.

              


      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      


      
        	 	
                (b)

              	
                Performance
                  of Obligations of KAIR.
                  KAIR shall have performed in all material respects all obligations
                  required to be performed by it under this Agreement prior to the
                  Closing
                  Date, i.e.
                  preparation and filing of Schedule 14C Information Statement which
                  shall
                  have made changes to satisfy the comments of the SEC, and formation
                  of a
                  wholly owned subsidiary to which all assets and liabilities of
                  KAIR shall
                  have been transferred, and INNO shall have received a certificate
                  to such
                  effect signed by the President of
                  KAIR.

              


      

      


      
        	 	
                (c)

              	
                Appointment
                  of Directors to KAIR Board.
                  KAIR, effective as of the Closing, will have appointed to the board
                  of
                  directors of KAIR, the five (5) nominees of INNO, and the two (2)
                  present
                  board of directors members and officers of KAIR, will have tendered
                  their
                  resignations from all officer and director positions effective
                  as of the
                  Closing, except that these two officers and directors shall be
                  appointed
                  as operating managers of the wholly owned subsidiary containing
                  the assts
                  and liabilities of pre-merger KAIR with fully authorized control
                  over all
                  of the assets and revenue of such
                  subsidiary.

              


      

      


      9.
        CERTAIN
        ADDITIONAL UNDERSTANDINGS AND AGREEMENTS.
        As soon
        as is reasonably practicable following the execution of this Agreement, KAIR
        shall file a Current Report on Form 8-K with the SEC to report the
        reorganization transaction contemplated by this Agreement and, by way of
        such
        report or an amendment thereto, the required financial statements of INNO.
        Additionally, KAIR shall prepare and file a Schedule 14C Information Statement
        with the SEC. INNO shall assist by providing all information necessary to
        prepare and file same. 

       

      10.
        TERMINATION
        AND ABANDONMENT.

      


      
        	 	
                10.1

              	
                Termination
                  by Mutual Consent.
                  This Agreement may be terminated at any time prior to the Closing
                  by the
                  written consent of INNO and KAIR. 

              


      

      


      


      
        	 	
                10.2

              	
                Termination
                  by Either INNO or KAIR.
                  This Agreement may be terminated by either INNO or KAIR if the
                  Closing is
                  not consummated by March 31, 2006 (provided that the right to terminate
                  this Agreement under this Section 10.2 will not be available to
                  any party
                  whose failure to fulfill any obligation under this Agreement has
                  been the
                  cause of or resulted in the failure of the Closing to occur on
                  or before
                  such date). 

              


      

      


      
        	 	
                10.3

              	
                Procedure
                  and Effect of Termination.
                  In the event of termination of this Agreement pursuant to this
                  Section 10,
                  written notice thereof will be given to all other parties and this
                  Agreement will terminate (except to the extent provided in Section
                  10.1
                  hereof) and the transactions contemplated hereby will be abandoned,
                  without further action by any of the parties hereto. If this Agreement
                  is
                  terminated as provided herein:

              


      

      


      
        	 	
                (a)

              	
                Each
                  of the parties will, upon request, re-deliver all documents, work
                  papers
                  and other material of the other parties relating to the transactions
                  contemplated hereby, whether obtained before or after the execution
                  hereof, to the party furnishing the
                  same;

              


      

      


      
        	 	
                (b)

              	
                No
                  party will have any liability for a breach of any representation,
                  warranty, agreement, covenant or provision of this Agreement, unless
                  such
                  breach was due to a willful or bad faith action, intentional or
                  negligent
                  misrepresentation, or material omission of such party or any
                  representative, agent, employee or independent contractor thereof;
                  and

              


      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      


      
        	 	
                (c)

              	
                All
                  filings, applications and other submissions made pursuant to the
                  terms of
                  this Agreement will, to the extent practicable, be withdrawn from
                  the
                  agency or other person to which
                  made.

              


      

       

      11.
        MISCELLANEOUS.

       

      
        	 	
                11.1

              	
                Third-Party
                  Beneficiaries.
                  The Stockholders shall be a permitted beneficiary of the representations,
                  warranties and covenants of KAIR and of the closing documents delivered
                  by
                  KAIR at the Closing. KAIR and Lionel Simons, an officer and director
                  of
                  KAIR, together with Pollution Control Ltd, shall be permitted
                  beneficiaries of the representations, warranties and covenants
                  of INNO and
                  the Stockholders, and of the closing documents delivered by INNO
                  and the
                  Stockholders at the Closing. 

              


      

      


      
        	 	
                11.2

              	
                Cumulative
                  Remedies.
                  Any person having any rights under any provision of this Agreement
                  will be
                  entitled to enforce such rights specifically, to recover damages
                  by reason
                  of any breach of any provision of this Agreement and to exercise
                  all other
                  rights granted by law, which rights may be exercised cumulatively
                  and not
                  alternatively.

              


      

      


      
        	 	
                11.3

              	
                Successors
                  and Assigns.
                  Except as otherwise expressly provided herein, this Agreement,
                  and any of
                  the rights, interests or obligations hereunder, may not be assigned
                  by any
                  of the parties hereto. All covenants and agreements contained in
                  this
                  Agreement by or on behalf of any of the parties hereto will bind
                  and inure
                  to the benefit of the respective permitted successors and assigns
                  of the
                  parties hereto, whether so expressed or
                  not.

              


      

       

      
        	 	
                11.4

              	
                Severability.
                  Whenever possible, each provision of this Agreement will be interpreted
                  in
                  such manner as to be effective and valid under applicable law,
                  but if any
                  provision of this Agreement is held to be prohibited by or invalid
                  under
                  applicable law, such provision will be ineffective only to the
                  extent of
                  such prohibition or invalidity, without invalidating the remainder
                  of this
                  Agreement or the other documents.

              


      

       

      
        	 	
                11.5

              	
                Counterparts.
                  This Agreement may be executed in two or more counterparts, any
                  one of
                  which need not contain the signatures of more than one party, but
                  all such
                  counterparts when taken together will constitute one and the same
                  agreement.

              


      

       

      
        	 	
                11.6

              	
                Entire
                  Agreement.
                  This Agreement constitutes the entire agreement and understanding
                  of the
                  parties with respect to the subject matter hereof, and supersedes
                  all
                  prior and contemporaneous agreements and
                  understandings.

              


      

       

      
        	 	
                11.7

              	
                Survival
                  of Representations.
                  All representations, warranties and agreements contained herein
                  or made in
                  writing by KAIR, INNO and the Stockholders in connection with the
                  transactions contemplated hereby, except any representation, warranty
                  or
                  agreement as to which compliance may have been appropriately waived,
                  shall
                  survive the execution and delivery of this
                  Agreement.

              


      

       

      
        	 	
                11.8

              	
                Expenses
                  and Attorney Fees.
                  KAIR, INNO and the Stockholders shall each pay all of their respective
                  legal and due diligence expenses in connection with the transactions
                  contemplated by this Agreement, including, without limiting the
                  generality
                  of the foregoing, legal and accounting
                  fees.

              


      

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      


      
        	 	
                11.9

              	
                Waiver
                  of Conditions.
                  At any time or times during the term hereof, KAIR or INNO may waive
                  fulfillment of any one or more of the conditions to their obligations
                  in
                  whole or in part, and INNO or the Stockholders may waive fulfillment
                  of
                  any one or more of the foregoing conditions to their obligations,
                  in whole
                  or in part, by delivering to the other party a written waiver or
                  waivers
                  of fulfillment thereof to the extent specified in such written
                  waiver or
                  waivers. Any such waiver shall be validly and sufficiently authorized
                  for
                  the purposes of this Agreement if, as to any party, it is authorized
                  in
                  writing by an authorized representative of such party. The failure
                  of any
                  party hereto to enforce at any time any provision of this Agreement
                  shall
                  not be construed to be a waiver of such provision, nor in any way
                  to
                  affect the validity of this Agreement or any part hereof or the
                  right of
                  any party thereafter to enforce each and every such provision.
                  No waiver
                  of any breach of this Agreement shall be held to constitute a waiver
                  of
                  any other or subsequent breach.

              


      

       

      
        	 	
                11.10

              	
                Notices.
                  All notices, requests, consents and other communications hereunder
                  shall
                  be in writing and shall be deemed effectively given: (a) upon
                  personal delivery to the party to be notified, (b) when sent by
                  confirmed facsimile if sent during normal business hours of the
                  recipient;
                  if not, then on the next business day, (c) upon receipt when sent
                  by
                  first-class, registered or certified mail, return receipt requested,
                  postage prepaid or (d) upon receipt after deposit with a nationally
                  recognized overnight express courier, postage prepaid, specifying
                  next day
                  delivery with written verification of receipt. All communications
                  shall be
                  sent to the party to be notified at the address as set forth below
                  or at
                  such other address as such party may designate by three (3) days’ advance
                  written notice to the other party. All communications shall be
                  addressed
                  as follows:

              


      

       

      (a) if
        to
        INNO or Stockholders to:

      


      Mr.
        John
        Park

      6429
        Independence Avenue

      Woodland
        Hills, California 91367

      (818)
        593-4808

      


      (b) if
        to
        KAIR, to:

      


      Mr.
        Lionel Simons

      27121
        Aliso Creek Road, Suite 120

      Aliso
        Viejo, California 92656

      (949)
        831-1062

      


      
        	 	
                11.11

              	
                Law
                  Governing.
                  This Agreement shall be construed and interpreted in accordance
                  with and
                  governed and enforced in all respects by the laws of the State
                  of Nevada.
                  This Agreement shall be construed as a jointly prepared documents
                  and it
                  shall not be construed against any party as the drafter for purposes
                  of
                  interpretation.

              


      

       

      
        	 	
                11.12

              	
                Attorneys’
                  Fees.
                  If any action at law or in equity is necessary to enforce or interpret
                  the
                  terms of this Agreement, the prevailing party shall be entitled
                  to
                  reasonable attorneys’ fees, costs and disbursements in addition to any
                  other relief to which such party may be
                  entitled.

              


      

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      


      
        	 	
                11.13

              	
                Delivery
                  by Facsimile.
                  Delivery of an executed counterpart of the Agreement or any exhibit
                  attached hereto by facsimile transmission shall be equally as effective
                  as
                  delivery of an executed hard copy of the same. Any party delivering
                  an
                  executed counterpart of this Agreement or any exhibit attached
                  hereto by
                  facsimile transmission shall also deliver an executed hard copy
                  of the
                  same, but the failure by such party to deliver such executed hard
                  copy
                  shall not affect the validity, enforceability or binding effect
                  of this
                  Agreement or such exhibit. 

              


      

       

      IN
        WITNESS WHEREOF, each of the parties to this Agreement has executed or caused
        this Agreement to be executed as of the date first above written.

       

      
        	
                "_________________________"

                 

                 

                _____________________________________

                ______________________,
                  individually

              	
                KLEENAIR
                  SYSTEMS, INC.

                 

                 

                By:
                  ________________________________

                Name:
                  Lionel Simons

                Its:
                  Chief Executive Officer

                 

              
	
                STOCKHOLDERSS

                 

                ___________________________________

                Name:
                  _____________________________

                 

                 

                ___________________________________

                Name:
                  _____________________________

                 

                ___________________________________

                Name:
                  _____________________________

                 

                ___________________________________

                Name:
                  _____________________________

                 

                ___________________________________

                Name:
                  _____________________________

                 

                ___________________________________

                Name:
                  _____________________________

                 

                ___________________________________

                Name:
                  _____________________________

                 

              	
                INNOVAY,
                  INC.

                 

                 

                 

                By:
                  __________________________________

                Name:
                  John Park

                Its:
                  Chief Executive Officer

              


      

      
16