**Marketing Representative Agreement**     THIS MARKETING REPRESENTATIVE AGREEMENT is made this 15th day of July 2006 by andbetween Save the World Air, lnc.(STWA or Company), a Nevada Corporation, with its principal place ofbusiness at 5125 Lankershim Blvd., North Hollywood, CA 91601-3718 and SS Sales and Marketing Group(Marketing Representative), with its principal place of business at 9330 7th Street,Suite E, Rancho Cucamonga, California 91730.Recital     SS Sales ad Marketing Group and STWA have mutually discussed and decided that their respectivebusiness interests will be met by an Agreement for Marketing Representative to engage in marketingactivities in the automotive after-market and to establish sales Territory for productsmanufactured by STWA.     In consideration of the mutual covenants, obligations and promises set forth by thisdocument, the parties hereby agree as follows:     1. DEFINITIONS     1.1. “Products.” Products shall include all current and future products of STWA or anysuch particular products as from time to time may be identified by the parties and confirmedin writing.     1.2. “Territory”. The Territory consists of and is limited to the following U.S.states and Canadian provinces: Arkansas, Arizona, California, Colorado, Hawaii, Idaho,Montana, New Mexico, Nevada, Oregon, El Paso, Texas, Utah, Washington, Wyoming, BritishColumbia and Alberta.     1.3 “Customers.” Customers shall mean distributors, wholesalers and others who placeorders to purchase products from STWA for direct retail advertising, promotions, sales andmarketing.     1.4 “Market”. Market means the automotive after-market.     2. SERVICES     2.1. Subject to the terms and conditions herein, STWA engages MarketingRepresentative to provide marketing and promotional services in the Territory on anexclusive basis with respect to the Market, and Marketing Representative agrees to providesuch services in the Territory on such basis.
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     2.2. Marketing Representative will:          (a) Provide advice, assistance and information on marketing opportunities for theMarket and in the Territory, for the Products;          (b) Undertake such marketing, investigatory, promotional or other visits as arenecessary or desirable, in consultation with STWA, to establish a market, recruitdistributors and wholesalers and to develop a good business relationship with potential oractual Customers for the Products for the Market and in the Territory.          (c) Advise on the best methods of securing marketopportunities.          (d) Advise on any actual or suspected local problems whether economic, political orotherwise in the Territory or concerning the actual or potential customer.          (e) Provide information and advice on any governmental or marketing requirements andthe activities of competitors.          (f) Keep records of all activities and inquiries and submit written reports asrequired (any copyrights created by such records will vest in STWA).          (g) Arrange meetings and introductions as necessary.          (h) Conduct, advise, and participate as required, in all pre-contractnegotiations and negotiations on the terms and conditions of contracts.          (i) Advise on any suspected wrongful use of STWA’s intellectual propertyrights.          (j) Work and communicate with any subsidiaries, agents or employees of STWAdesignated to monitor the Territory.          (k) Comply with all instructions of STWA in order to achieve the foregoing andpromote its marketing and distribution interests.     3. SALES     3.1. Marketing Representative will use its best endeavors and highest professionalefforts to promote sales and obtain orders for the Products in the Territory. MarketingRepresentative will provide the necessary resources to assure that adequate
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market penetration for STWA’s Products is in accordance with its projected plans andobjectives for the respective Territory. All inquires and orders will be promptly submittedto STWA in a timely manner.     3.2. Unless otherwise agreed, Marketing Representative will not offer for direct retailsale nor commit STWA to offer or to sell Products on a direct retail basis, but willindicate that all such inquiries and orders will be promptly passed to Company.     3.3. Marketing Representative will not make any commitment, except for sales asdescribed in this agreement, in the name of Company or represent that it has authority tobind or make commitments on behalf of Company, except with the express written consent ofthe Company.     4. RESPONSIBILITIES OF STWA     4.1. STWA will provide Marketing Representative with such training and assistanceas is necessary to enable its personnel to perform its duties.     4.2. STWA will provide, and update from time to time, such technical, sales orpromotional literature, brochures and Product samples in sufficient quantities as needed byMarketing Representative’s field representatives and personnel. All materials supplied shallremain the property of STWA, except as is distributed in the marketing efforts.     4.3. STWA will make commission payments on the terms as specified in Section 6 ofthis document.     4.4 STWA will use all reasonable endeavors at its disposal to support thepromotion of sales of Products and the activities of Marketing Representative inperforming its obligations under this Agreement.     5. RESPONSIBILITIES OF MARKETING REPRESENTATIVE          In addition to all other responsibilities of Marketing Representative hereunder, MarketingRepresentative shall:     5.1 provide written periodic reports to STWA not less frequently than monthly regardingits activities;     5.2 arrange for its duties to be carried out by its own personnel and such otherpersonnel as its may select;     5.3. devote such resources as is necessary to meet projected sales objectives oras required in consultation with STWA in performance of its obligations and duties asdescribed in this Agreement;
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     5.4. not be, nor shall it hold itself out to be, an agent or partner of STWA, and shall atall times be an independent contractor to STWA;     5.5. not receive any moneys or give any receipt on behalf of STWA nor compromise any claim ordebt due to STWA except with the prior written approval of STWA;     5.6. not make or provide any warranty or representation concerning the Products or thedetailed terms under which STWA will supply Products except as reflected within the literature,promotional or other materials provided by STWA or with prior written approval of STWA. MarketingRepresentative may make all representations which have been published or approved by STWA and mayrepresent any reasonable terms for delivery of the Products;     5.7. permit STWA, upon reasonably request and during normal business hours, to audit the booksand record of Marketing Representative in connection with its services and responsibilitiespertaining to, and all other matters arising under, this Agreement.     6. FINANCIAL PROVISIONS     6.1. In consideration of the services provided by Marketing Representative, STWA willprovide payment as follows:     (a) A commission equal to 5% of the gross amount actually collected by STWA forall Products supplied under contracts entered into by STWA during the term of this Agreementfor the existing or future Customers introduced by Marketing Representative within theTerritory. Commissions, calculated in accordance with the previous sentence, will be paid bySTWA to Marketing Representative monthly, on or before the 15th day of the month(or the nearest following business day if such day falls on a weekend or holiday) followingthe month in which payments are actually received by STWA and have cleared for credit toSTWA’s bank account. A recapitalization sheet showing the Customer, invoice number, invoicedate, commission rate and commission dollar amount will accompany each monthly commissioncheck. Any chargeback, refund or debit against the account of any Customer will not becredited against any payment due to the Marketing Representative unless and until they havebeen provided an opportunity to ensure collection of any outstanding receivables. MarketingRepresentative will be provided with a past due and outstanding receivable accounting forany account, unsettled or unpaid, and aged over 30 days. Unless otherwise agreed, anadditional 30 days will be considered a reasonable time for Marketing Representative toensure collection of due and owing receivables.
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     6.2. It is expressly agreed that Marketing Representative will bear the costs of itsown expenses in fulfilling its duties hereunder, including any collection efforts.     6.3. STWA will provide Marketing Representative with copies of invoice and creditmemos showing all activities it has generated within the Territory not more than twice, butat least monthly. For purposes of its commission payments, Marketing Representative will becredited for all sales within the Territory. Any deviations and exceptions will have to beestablished by STWA and agreed by Marketing Representative.     7. CONFIDENTIALITY     7.1 Marketing Representative shall not, without STWA’s express writtenpermission, reveal or otherwise make available to any person or persons any confidential,privileged information or trade secrets regarding STWA’s products, business, customers, ormethods of operation learned by Marketing Representative during the term of thisAgreement.     7.2. Marketing Representative will ensure that all directors, officer, employees,agents or representatives involved with any work under this Agreement are fully aware thatthey must comply with the obligations relating to the confidentiality of STWA’s information.     7.3. In furtherance of the obligations of this Section 7, Marketing Representative willenter into, not later than at the time of the execution of this Agreement, and will causeeach of its directors, officers, employees, agents and representatives who provide servicesto STWA under this Agreement to enter into, not later than the commencement of their work, aconfidentiality and non-disclosure agreement (“Confidentiality Agreement”) in the formattached hereto as Exhibit A. If there is any conflict between the provisions of thisAgreement and the Confidentiality Agreements, the provisions of the ConfidentialityAgreement shall prevail.     7.4. The parties expressly acknowledge and agree that the failure of MarketingRepresentative or any of its employees, agents or representatives who provide services toSTWA to (i) fail to execute the Confidentiality Agreement and (ii) abide by all the terms ofthe Confidentiality Agreement, shall result in immediate and irreparable harm to STWA andshall constitute a material breach of this Agreement.     8. NONASSIGNABILITY     Consultant agrees that during the period of this Agreement, Marketing Representative willnot assign or transfer its obligations this Agreement or any part of it without the previouswritten consent of STWA.
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     9. DURATION AND TERMINATION     9.1. This Agreement will commence when signed by both parties and, subjectto Sections 9.2 through 9.4 below, will remain in force for a period of five years or unlesssooner terminated, at the discretion of either party, upon 30 days notice. Every year thisAgreement is in force, the notice period will-increase by 30 days, up a maximum notice period of90 days.     9.2. This Agreement shall terminate automatically if:(i) Either Party shall make an assignment for the benefit of creditors or shallfile a voluntary petition in bankruptcy or shall be adjudicated a bankruptcy or insolventor shall file any petition or answer seeking reorganization, arrangement, liquidation orsimilar relief or shall file an answer admitting the material allegations of a petitionagainst it for any such relief; or(ii) Any proceeding against either Party seeking reorganization, arrangement,liquidation or similar relief shall not have been dismissed within 30 days after thecommencement thereof.     9.3. Either party may terminate this Agreement forthwith by written notice, if the otherparty goes into liquidation or winding up, has execution levied upon any of its assets, orgenerally becomes unable to pay its debts, including its debts to the other party as they becomedue. Such party shall promptly and fully inform the other party of the imminence or occurrence ofany event described in this Section 9.2.     9.4. Either party may terminate this Agreement forthwith upon written notice to the otherparty in the event of a default in the performance of this Agreement by the other party includingany default by any employee, representative or agent of that party. For the avoidance of doubt, abreach of any of the following conditions shall of itself be deemed to be a default for thepurposes of this sub-section.          (a) Any act or default of the Marketing Representative that directly and materiallyprejudices STWA’s interest or goodwill in the Territory.          (b) Any material failure by Marketing Representative to perform its dutieshereunder.          (c) Any material breach by Marketing Representative of the terms of this Agreement.          (d) Any material failure to follow the express instructions of
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STWA.          (e) If Nate Shelton ceases to work a substantial amount of his available timefor Marketing Representative.          (f) The disability or death of Nate Shelton.          (g) If Marketing Representative suffers any change in thecontrol, management or ownership of its shares of such a nature that STWAconsiders prejudicial to its interests.The foregoing list is inclusive but not exclusive of events of default under thisAgreement.     10. CONSEQUENCES OF TERMINATION     10.1. Marketing Representative will be entitled to receive all commissions paymentuntil the actual date of any termination, after which STWA will no longer have anyobligations to Marketing Representative in connection with commission payments or otherobligations under this agreement.     10.2. Marketing Representative will be immediately obligated to promptly return alltechnical, sales, brochures, promotional or other literature and Product samples provided bySTWA, together with original and copies of all marketing surveys, inquiries, correspondenceor other written records relating to the Products and/or the Territory.     10.3. Marketing Representative will cease forthwith to represent that it is actingunder contract from STWA.     11. WAIVER     No waiver of breach of any of the provisions of this Agreement shall be construed to be awaiver of any succeeding breach of the same or any other provision.     12. NOTICES AND CONSENTS     All notices and consents hereunder shall be in writing and shall be deemed given whendelivered personally or to the address of the recipients. If any change in addresses provided onthe date of this Agreement, each party is obligated to provide notice to the other.     13. ENTIRE AGREEMENT     This Agreement covers all contracts and agreements between the parties. All other contractsbetween the parties which relate to the subject matter of this Agreement are hereby
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terminated. In order to be binding upon either party any amendment, modification, rescission,discharge, abandonment or waiver of disagreement or any of the provisions hereof, must be inwriting, signed by the parties to be bound.     14. SEVERABILITY     The validity or unenforceability of any term or provision of this Agreement shall not affectthe remaining terms or provisions which shall continue in full force and effect unless thefundamental purposes of the Agreement would otherwise be frustrated.     15. DISPUTES, LIMITATIONS AND GOVERNING LAW.     The Parties agree that every dispute or difference that arises from or relates to thisagreement will be settled first by meeting to resolve the dispute. If no agreement can be reached,the parties agree to submit such dispute to binding arbitration in the State of California. Thearbitration will be conducted on a confidential basis pursuant to the rules for CommercialArbitration of the American Arbitration Association. The parties hereto and hereby irrevocablysubmit to the jurisdiction and venue of the United States District Court for the Central Districtof California to confirm or enforce any arbitration award. The parties agree that personal serviceof any such action maybe obtained as provided by the above Arbitration Rules. Any and all disputesor claims concerning this Agreement must be submitted for mediation and/or arbitration not laterthan six months after the basis for the claim or dispute is known or reasonably discoverable.     The parties shall have the right, at their election, to obtain injunctive relief to enforcethe provisions of this Agreement against the other party. Nothing herein shall be construed asprohibiting either party from pursuing any other remedies available to either party includingrecovery of damages, including reasonable attorneys’ fees through all proceedings, trials andappeals relating to such a suit.     IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date firstabove written.      **SAVE THE WORLD AIR, INC.**