SHARE  EXCHANGE  AND  PURCHASE  AGREEMENT

Between Power Save International,  Inc., a Nevada Corporation located at 5800 NW
64 Ave.Bldg.26 #1091 Tamarac, FL 33319, hereafter referred to as PSI, and Mirage
Air Systems,  Inc. hereafter referred to as MAS. Located at 265 McCormick Drive,
Bohemia, NY 11716

1) MAS has been  engaged in the HVAC  business  for 10 years.  The company had a
nominal  $6,000,000 in annual  revenues for the last fiscal year with a recasted
B/T/E of $800,000.

2) PSI has  executed  an  Underwriting  and Selling  agreement  with a NASD SIPC
Member firm and is in the  process of  preparing  a full SB-2  Underwriting  for
submittal to the SEC with a projected completion date of around May 15, 2000.

3) PSI has been  engaged  for the past 11 years  in the  development  of  Engine
Driven  Co-Generation,  Air  Conditioning,  Refrigeration,  Thermal recovery and
other energy saving systems.

4) The  operation  and  ownership  of these  systems  in  qualified  sites as an
example:  Hospitals  and  other  Industrial,   Commercial  sites  will  generate
substantial positive cash flow in the form of utility cost savings.  These sites
will be the source of a continued  stream of  positive  cash flow on a long-term
basis.

5) PSI wishes to establish a Marketing  Installation  and Servicing  presence in
certain desired  geographical areas of the U.S.to emerge from the development of
these Systems into full- scale marketing and production.

6) During this interim ramp-up  period,  PSI wishes to do a rollup at completion
of the Underwriting and acquire one or more HVAC operating companies with a good
cash  flow  history,  and a  qualified  management  team in  place to act as the
initial cash flow revenue base for PSI.

7) A search will be commenced  by PSI, to identify  other  synergistic  entities
that will be  targeted  for  acquisition  by PSI in order to grow  and/or  fully
utilize the capabilities of the company.

8) Subject to Due  Diligence  PSI hereby  makes an offer to purchase MAS for the
amount of 4.Million Dollars ($4,000,000.00)


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SHARE  EXCHANGE  AND  PURCHASE  AGREEMENT

9) PSI will issue non-dividend,  redeemable  convertible  preferred shares in an
arbitrarily  agreed amount  equaling the agreed  purchase price, in exchange for
100 of the shares of MAS. The understanding is that the preferred shares will be
retired over a mutually agreed period of time, as set forth herein.

10)  All documents  will be held in the trust account of MAS's  Attorney,  until
     payment  satisfactory  to MAS has been made. In the event the  underwriting
     has not been  completed  by August 1,  2000,  Mas will have the  option and
     absolute right to terminate the transaction.

11)  The  principals of MAS will maintain  autonomous  operating  control of MAS
     until a satisfactory  method of payment has been accomplished.  Thereafter,
     it shall be according to the terms and conditions as mutually agreed in the
     employment agreements to be negotiated during the due diligence period.

12)  Additionally,  certain  personnel  of MAS  may  serve  as  part  of the PSI
     Management Team in a manner to be mutually determined.

13)  The 4.Million  Dollar purchase price shall be paid in the following  manner
     1.Million Dollars Cash from the proceeds of the Underwriting.

14)  $1.5 Million  Dollars in NASDAQ Listed Market Value  Registered  PSI Common
     Free Trading shares at that time,  subject to a Selling  Agreement with the
     Underwriter and SEC requirements.

15)  The  remaining  $1.5 Million  Dollars in market  valued common shares to be
     held and released to the Principals  (subject to MAS  maintaining  $800,000
     Dollars  in B/T/E in each of the  forthcoming  3 Years,)  in the  amount of
     $500,000 per year.

16)  For every  $100,000  reduction  from the $800,000  Dollars in B/T/E for any
     given  year,  $150,000 in shares  equaling  that amount will be returned to
     PSI.  This formula is limited to the shares as outlined in  paragraph  (15)
     only.

17)  Loss of Value  Indemnification:  Until  such  time as all of  their  issued
     shares have been released by the Underwriters  from the selling  agreement,
     the principals of MAS as a first PSI founding acquisition company will have
     a  guarantee  from PSI  against  a drop in  market  share  price  causing a
     reduction in their selling price.


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SHARE  EXCHANGE  AND  PURCHASE  AGREEMENT

18)  In such an event PSI would issue sufficient  added shares as  necessary  to
     the  principals  of MAS to make them well  for any  loss  they  would  have
     suffered.

19)  The  exchange  of  shares  between  PSI  and  MAS  will  be  a  non-taxable
     transaction.

20)  After executing a non-disclosure and confidentiality agreement, PSI will be
     provided  full  disclosure  from MAS in order to  complete  due  diligence.
     Receiving  current,  past and future financial or other  information in the
     form  required,  regarding  all  aspects  of the  balance  sheet and income
     statement.

21)  Proceeds of the PSI offering  will be used to complete the purchase of 14AS
     and  any  other  acquisitions  deemed  beneficial,  and  provide  PSI  with
     sufficient   operating   capital  to  fund   continued   expansion   and/or
     acquisitions,  in addition  to any other  added  steps which would  enhance
     Corporate Profits.

22)  Until this  transaction  has been closed at completion of the  Underwriting
     the  relationship  between  MAS and PSI  shall  be  that of  Corporate  and
     Management assistance on an arms length basis.

23)  There will be no inner  mingling of funds or  transfers of assets until the
     transaction has been completed with satisfactory payment to MAS principals.

24)  PSI will supply all the  marketing  and  technical  assistance  for the PSI
     product sales.

25)  The  equipment  for any sales  made will be drop  shipped  as  ordered  and
     specified by PSI from authorized PSI Component Manufacturer's.

26)  The SB-2  Underwriting  with provisions for simultaneous  NASDAQ listing of
     the PSI shares,  offers  liquidity of equity,  with the ability to minimize
     the tax consequences for the principals of MAS.

27)  The purchase price for MAS will be paid by the issuance of PSI, arbitrarily
     valued non-dividend, redeemable, convertible preferred shares with terms as
     detailed in paragraphs 9,13,14,15,16.


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SHARE  EXCHANGE  AND  PURCHASE  AGREEMENT

28)  The structure of the transaction  shall be such that MAS is insulated from,
     and indemnified against any and all occurrences that could befall PSI which
     could  impact or  adversely  affect  the MAS's  principal's  equity,  until
     satisfactory payment has been made.

29)  Conversion shall be made by issuing sufficient common shares priced, at the
     time  of the  underwriting  equal  to the  value  amount  specified  on the
     preferred shares.

30)  If a default in the terms of this  agreement  should be caused by PSI,  and
     MAS has not  received  satisfactory  payment,  as will be  outlined  in the
     preferred  share  terms  from PSI in the time and manner  agreed:  At MAS's
     option, the return of the preferred shares to PSI shall be accepted by PSI,
     and deemed a full  release and  settlement  of any and all claims,  of each
     against the other.

31)  PSI  understands  that MAS's  business is listed for sale by The Kensington
     Company and until the PSI Due Diligence has been  completed with a definite
     closing  date  stated in  writing  from PSI,  MAS does not have to take the
     business off the market.

32)  Prior to such an  occurrence,  if MAS  were to  receive  a firm  and  valid
     purchase  offer from a third  party,  PSI will be  granted a 30-day,  first
     right of refusal to meet the terms of the offer.  If PSI is unable to match
     the offer, at the option of MAS, PSI will unconditionally  release HAS from
     this Share Exchange and Purchase Agreement with no further claims.

33)  It is understood  and agreed  between the parties,  that certain  presently
     unknown   specifics  may  arise  from  time  to  time,   that  may  require
     modification and adjustments between the parties as circumstance requires.

34)  Acceptance  of these  changes  will be  documented  in writing as  mutually
     agreed.

35)  Each  party  hereby  acknowledges  that in the  event no  agreement  can be
     reached regarding any needed changes by the parties, this agreement will be
     terminated  and there will be no  liabilities  or claims of each to, and/or
     against  the  other  excepting  in  regard to  violations,  if any,  of any
     agreements of confidentiality executed between the parties.


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SHARE  EXCHANGE  AND  PURCHASE  AGREEMENT

36)  Signed evidence of receiving notification of any such termination by United
     Parcel Over Night Service,  Express Mail, or Federal  Express is acceptable
     to both parties.

37)  If  any  term, provision, covenant or condition of this i Agreement is held
     by a court  of competent jurisdiction to be invalid, void or unenforceable,
     the rest of the Agreement  shall  remain in full force and effect and shall
     in no way be affected, impaired or invalidated.

38)  The venue as to any such hearing,  or any litigation between the parties to
     this agreement,  shall be New York or wherever  otherwise  mutually agreed,
     and shall be governed by New York Law.

39)  Each party by their signatures  below,  acknowledge that there are no other
     understandings  or agreements  other than what has been stated herein.  Any
     changes to this  agreement  must be made in writing  and  executed  by both
     parties as an addendum to this  agreement.  If this  agreement has not been
     executed within 15 days,  unless  extended in writing,  it will be null and
     void.

Accepted  this  date     Accepted  this  date'

PURCHASER     SELLER
Scott  Balmer,  Chairman     Auth.Party
Power  Save  International,  Inc.          MAS  Title
Phone:  954-722-1615     Phone:
Fax:  954-722-6417     Fax:     r


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