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CFO
    
    911Accounting and Finance
SolutionsSave the World Air, Inc.Engagement Agreement
 
 Advisor
    
    CFO 911 will be the exclusive accounting and
financial advisor (Advisor) responsible for
completion of the project during the engagement
(the Agreement).Role
    
    To act as the Companys Chief Financial Officer,
overseeing all of Save the World Air (the
Company) financial management and accounting
activities, including helping design and oversee
an efficient monthly accounting closing process,
review of the Companys monthly financial
statements, llaison with the Companys external
accountants on a monthly or quarterly basis and
certifying the Companys public financial
statements as the Companys Chief Financial
Officer.Term
    
    Twelve Months, with appropriate extensions as
agreed to by the Advisor and the Company. After
three months, the engagement will be reviewed as
to the scope and compensation terms and either
party can cancel with one months written
notice.Fees:
    
    The Advisor shall be compensated as follows:As part of the Initial compensation, the Advisor
will receive stock options, a portion to vest
Immediately and the balance to vest ratably ever
the initial term of the engagement. Such amount
and terms of the stock options will be mutually
agreed to by the Company and the Advisor.On an ongoing monthly basis, a fee of $4,000 a
month, payable in advance, for performing the
services detailed above (under the Role
section) in those months where a 10K or 10Q SEC
financial filing is not required. In those
months where a 10K or 10Q SEC financial filing
is required, a fee of $8,000 a month will be
paid for performing the services detailed above.
When filing the next 10K for March 31, 2007,
there might be an additional fee based on the
work involved.Expenses
    
    Reimbursement of all out-of-pocket expenses
(including fees and disbursements of
professionals such as legal counsel, if
required).
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Indemnification
    
    Customary indemnification normally accorded to
accounting and financial advisors shall hold
harmless the Advisor from any losses, claims or
damages resulting from the Advisors services,
except as delineated in the Chief Financial
Office Certification requirements of the
Sarbanes Oxley Act. A separate indemnification
agreement shall be executed in a form
satisfactory to the Advisor.In the event the Advisor is called to testify,
provide legal support or be a witness on behalf
of the Company for any event at any time, all
legal expenses and professional time will be
reimbursed by the Company.Arbitration
    
    Any dispute between the Advisor and the Company
regarding the construction or application of the
Agreement and the related services will, upon a
written request, be submitted to arbitration,
and this arbitration shall comply with and be
governed by the provisions of the American
Arbitration Association and shall take place in
Los Angeles, California. The prevailing party
shall be entitled to attorney fees and costs
incurred in connection with any such dispute.Governing Law
    
    This Agreement shall be governed by the laws of
the State of California. Further, no change or
modification of this Agreement shall be valid or
binding unless such change or modification shall
be in writing.
 AGREED TO AND ACCEPTED THIS 11TH DAY OF JANUARY, 2007
 CFO 911
8055 W. Manchester Ave., Suite 405
Playa del Rey, CA 90232
(310) 574-9119
    
    Save the World Air, Inc.
5125 Lankershim Blvd.
North Hollywood, CA 91601
(818) 487-8000By:

-s- Mr. Charles K. Dargan II
    
    By:

-s- Mr. Bruce McKinnonName:
    Mr. Charles K. Dargan II
    
    
    Name:
    Mr. Bruce McKinnonTitle:
    Principal
    
    
    Title:
    President/CEODate:
    January 11, 2007
    
    Date:
    January 11, 2007
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CFO
    
    911Accounting and Finance
Solutions
  The Scope Letter
   1.
    
    Review and establish the Companys monthly accounting closing
process.2.
    
    Specific additional activities shall include:
 A.
    
    Review and implementation of the Companys monthly financial
statements.B.
    
    Act as the liaison with the Companys
external accountants.C.
    
    Certify the Companys public
financial statements as the Companys
Chief Financial Officer.D.
    
    Assist with and implement accounting
procedures as necessary in order to
produce timely financial statements.E.
    
    Transition to the permanent Chief
Financial Officer, at the
appropriate time.
  1.
    
    The Company shall
have a sufficient 10K or 10Q document with
sufficient disclosures, as mutually decided by
the Company and the Advisor. If not, then an
additional fee will be charged as discussed in
the Agreement.2.
    
    The Company shall
also be successful in raising interim capital
and long-term equity capital as discussed with
management, in order to maintain the operations
of the Company.
 AGREED TO AND ACCEPTED THIS 11TH DAY OF JANUARY, 2007
 CFO 911
8055 W. Manchester Ave., Suite 405
Playa del Rey, CA 90232
(310) 574-9119
    
    Save the World Air, Inc.
5125 Lankershim Blvd.
North Hollywood, CA 91601
(818) 487-8000By:

-s- Mr. Charles K. Dargan II
    
    By:
    -s- Mr. Bruce McKinnonName:
    Mr. Charles K. Dargan II
    
    
    Name:
    Mr. Bruce McKinnonTitle:
    Principal
    
    
    Title:
    President/CEODate:
    January 11, 2007
    
    Date:
    January 11, 2007
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