<PAGE>

                                                                    EXHIBIT 10.6

                              CONSULTING AGREEMENT

         This Consulting Agreement ("Agreement") is made effective and entered
into as of December 1, 2003, by and between SAVE THE WORLD AIR, INC., a Nevada
corporation (the "Company"), and JOSEPH HELLEIS ("Consultant"), with reference
to the following facts:

                                    RECITALS

          A.   The Company has developed proprietary technologies for reducing
               harmful emissions from fuel combustion engines and improving fuel
               efficiency, among other benefits and is currently in process of
               organizational development as it prepares to bring its products
               to market.

          B.   The Company desires to engage the services of Consultant as an
               independent contractor to assist with organizational and
               administrative matters, as specified by the Company from time to
               time during its transitional period of development.

          C.   Consultant has expertise in the area of the Company's business
               requirements and desires to provide consulting services for the
               Company upon the terms and conditions contained herein.

         NOW, THEREFORE, the Company and Consultant hereby mutually agree as
follows:

         Section 1. Scope of Services to be provided. Development of Company
         Policies and Procedures and such policies' implementation and
         administration when deemed appropriate by the Company.

               (a)  Consultant shall undertake and perform the tasks outlined.
                    in Section 1 and such additional or other responsibilities
                    as may be reasonably assigned to Consultant from time to
                    time by the Company's Chief Executive Officer, President and
                    Chief Operating Officer.

               (b)  Consultant shall keep confidential any proprietary or
                    confidential information of the Company, including without
                    limitation all information that may constitute a trade
                    secret or otherwise confer strategic or competitive
                    advantages to the Company, by use of passwords, locked
                    cabinets, identification of such information and materials
                    as "Confidential" and other limits on access as may be
                    customary or appropriate or set forth in Company policies.

         Section 2. Non-Disclosure Obligations. Concurrently with the parties'
                    execution of this Agreement, Consultant shall execute and
                    deliver to the Company the Confidentiality Agreement
                    attached hereto as Annex B (the "Confidentiality
                    Agreement"), the provisions of which are incorporated herein
                    by this reference.

<PAGE>

         Section 3. Consultant's Representations and Covenants. Consultant
                    represents, warrants and covenants to the Company that:

               (a)  Consultant shall devote such time, energy, interest,
                    ability, and skill as may be fairly and reasonably necessary
                    to provide to the Company the services described in Section
                    1 above.

               (b)  Consultant shall not, during the term of this Agreement,
                    directly or indirectly, promote, participate, or engage in
                    any business activity that would materially interfere with
                    the performance of Consultant's duties under this Agreement
                    or which is competitive with the Company's or any Company
                    Affiliate's business, including, without limitation, any
                    involvement as a shareholder, director, officer, employee,
                    partner, joint venturer, consultant, advisor, individual
                    proprietor, lender, or agent of any business, without the
                    prior written consent of the Company. The term "Affiliate"
                    shall mean, with respect to any person or entity, any other
                    person or entity which, directly or indirectly through one
                    or more intermediaries, is in control of, is controlled by
                    or is under common control with, such person or entity.
                    "Control of," "controlled by" and "under common control
                    with" mean the possession, directly or indirectly, of the
                    power to direct or cause the direction of the management
                    policies of a person or entity, by contract or credit
                    arrangement, as trustee or executor, or otherwise. The term
                    "Affiliate" includes, but is not limited to, each and every
                    subsidiary of the Company.

               (c)  During the term of this Agreement and for a period of one
                    year after the termination of this Agreement, Consultant
                    shall not solicit, attempt to solicit, or cause to be
                    solicited any customers of the Company for purposes of
                    promoting or selling products or services which are
                    competitive with those of the Company, nor shall Consultant
                    solicit, attempt to solicit, or cause to be solicited any
                    employees, agents, or other independent contractors of the
                    Company to cease their relationship with the Company.

               (d)  Consultant does not have any agreements with or commitments
                    to any other person or entity which conflict with any of
                    Consultant's obligations to the Company arising under this
                    Agreement.

               (e)  Consultant shall maintain any and all licenses and permits
                    as may be required for Consultant to provide the consulting
                    services contemplated hereby. In the event Consultant shall
                    utilize the services or shall acquire any products in order
                    to render the consulting services contemplated hereby,
                    Consultant shall be solely responsible for the payment for
                    such services and products, except to the extent
                    reimbursable by the Company in accordance with 0 below.
                    Consultant shall be solely responsible for any and all
                    income and other taxes that may be due to any state, local
                    or federal governmental authorities in respect of the
                    compensation to Consultant pursuant to this Agreement.
                    Consultant acknowledges that the Company shall not make any
                    withholdings from payments to Consultant hereunder.

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<PAGE>

               (f)  Except upon the express written consent of the Company,
                    Consultant shall have no authority, and shall not represent,
                    suggest or imply that Consultant has the authority, express
                    or implied: (1) to bind the Company to any agreements or
                    arrangements, written or oral; (2) to make an offer or
                    accept an offer on behalf of the Company; or (3) to make
                    representations, warranties, guaranties, commitments or
                    covenants on behalf of Company.

         Section 4. Ownership.

               (a)  The compensation payments set forth herein shall be full and
                    complete compensation both for all obligations assumed by
                    Consultant hereunder and for any and all Creations (as
                    defined in the Confidentiality Agreement) assigned under
                    this Agreement.

               (b)  The Company shall retain the exclusive right to use or
                    distribute, at its sole discretion, any and all Creations.
                    Consultant shall make no claim on any consideration received
                    by the Company for the sale, lease or use of the Creations.

         Section 5. Term. This Agreement shall terminate on December 31, 2004,
                    unless earlier terminated in accordance with this Section 5.
                    In addition, this Agreement shall terminate automatically
                    upon the death of Consultant, or the mental or physical
                    incapacity of Consultant for a period of 60 consecutive
                    days. Either party hereto may terminate this Agreement upon
                    a material breach of this Agreement by the other party; and
                    the Company may terminate this Agreement upon a material
                    breach of the Confidentiality Agreement by Consultant.

         Section 6. Compensation. Consultant's compensation for his services
                    hereunder shall be at a monthly rate of $3,500.00.

         Section 7. Reimbursement of Business Expenses. To the extent Consultant
                    is authorized by the Company to make expenditures to carry
                    out Consultant's duties hereunder, the Company shall
                    reimburse Consultant for the actual costs thereof, subject
                    to receipt of such documentation and other information as
                    the Company may reasonably request or require in accordance
                    with its policies, and subject further to any limitations on
                    the amount that Consultant may be authorized to incur in
                    making expenditures on the Company's behalf. Reimbursement
                    for each qualifying expense shall be made upon the
                    presentation of a receipt by Consultant of such expense item
                    and any and all other documentation which the Company may
                    reasonably require regarding the expense item submitted to
                    Company.

         Section 8. Independent Contractor. Consultant shall be retained by the
                    Company only for the purposes and to the extent set forth in
                    this Agreement, and his relation to the Company, during the
                    term of this Agreement, shall be that of an

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<PAGE>

                    independent contractor. Consultant shall not be considered
                    as having an employee status.

        Section 9.  Injunctive Relief. Remedies at law shall be deemed to be
                    inadequate for any breach of any of the covenants of this
                    Agreement, and the Company shall be entitled to injunctive
                    relief in addition to any other remedies it may have in the
                    event of such breach.

        Section 10. Amendments; Consents. No amendment, modification,
                    supplement, termination, or waiver of any provision in this
                    Agreement, and no consent to any departure therefrom, shall
                    be effective unless in writing and signed by both Consultant
                    and the Company and then only in the specific instance and
                    for the specific purpose given.

        Section 11. Notices. Any notices required or permitted to be given in
                    writing will be deemed received when personally delivered
                    or, if earlier, ten (10) days after mailing by registered or
                    certified United States mail, postage prepaid, and return
                    receipt requested. Notice to the Company is valid if sent to
                    the Company's principal place of business and notice to
                    Consultant is valid if sent to Consultant at Consultant's
                    address as it appears in the Company's records. The Company
                    or Consultant may change their address only by notice given
                    to the other in the manner set forth herein.

        Section 12. Counterparts; Facsimile Signatures. This Agreement may be
                    executed in two or more counterparts, and the counterparts,
                    taken together, shall constitute one original. Executed
                    copies of this Agreement and any amendments or modifications
                    thereto may be delivered by facsimile transmission in lieu
                    of an original.

        Section 13. Binding Effect; Assignment. This Agreement shall be
                    binding upon and inure to the benefit of Consultant and the
                    Company and their respective permitted successors and
                    assigns. This Agreement, including the rights and
                    obligations hereunder, shall not be assigned, delegated or
                    transferred by Consultant without the prior written consent
                    of the Company.

        Section 14. Integration; Construction. This Agreement (together with
                    the appendices thereof) shall comprise the complete and
                    integrated agreement of the Company and Consultant and shall
                    supersede all prior agreements, written or oral, on the
                    subject matter hereof. Neither party hereto shall have a
                    provision construed against it by reason of such party
                    having drafted the same.

        Section 15. Survival. The rights and obligations provided in Section 3
                    (b), Section 4, Section 6, Section 9, Section 13 and Section
                    19 shall survive termination of this Agreement.

        Section 16. Governing Law. This Agreement shall be governed by, and
                    construed and enforced in accordance with, the laws of the
                    State of California.

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<PAGE>

        Section 17. Severability of Provisions. Any provision in this
                    Agreement that is held to be inoperative, unenforceable, or
                    invalid in any jurisdiction shall be, as to that
                    jurisdiction only, inoperative, unenforceable, or invalid
                    without affecting the remaining provisions in that
                    jurisdiction or the operation, enforceability, or validity
                    of those provisions in any other jurisdiction, and to this
                    end the provisions of this Agreement shall be severable.

        Section 18. Headings. Headings of this Agreement are included for
                    convenience only and shall not be considered a part of this
                    Agreement for any other purpose.

        Section 19. Attorneys' Fees. In the event of any litigation or other
                    dispute arising as a result of or by reason of this
                    Agreement, the prevailing party in any such litigation or
                    other dispute shall be entitled to, in addition to any other
                    damages assessed, its reasonable attorneys' fees, and all
                    other costs and expenses incurred in connection with
                    settling or resolving such dispute. The attorneys' fees
                    which the prevailing party is entitled to recover shall
                    include fees for prosecuting or defending any appeal and
                    shall be awarded for any supplemental proceedings until the
                    final judgment is satisfied in full. In addition to the
                    foregoing award of attorneys' fees to the prevailing party,
                    the prevailing party in any lawsuit on this Agreement shall
                    be entitled to its reasonable attorneys' fees incurred in
                    any post judgment proceedings to collect or enforce the
                    judgment. This attorneys' fees provision is separate and
                    several and shall survive the merger of this Agreement into
                    any judgment.

        Section 20. Waiver; Rights and Remedies. Neither Consultant's nor the
                    Company's failure to exercise any right under this Agreement
                    shall constitute a waiver of any other term or condition of
                    this Agreement with respect to any other preceding,
                    concurrent, or subsequent breach, nor shall it constitute a
                    waiver by the Company or Consultant of its rights at any
                    time thereafter to require exact and strict compliance with
                    any of the terms of this Agreement. The rights and remedies
                    set forth in this Agreement shall be in addition to any
                    other rights or remedies which may be granted by law.

[Signature page follows]

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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed or caused their
         respective duly authorized officer to execute this Agreement as of the
         date first set forth above.

                                        CONSULTANT

                                        By______________________________________
                                           Name: Joseph Helleis

                                        SAVE THE WORLD AIR, INC.

                                        By______________________________________
                                           Name:  Eugene E. Eichler
                                           Title: Chief Operating Officer

                                      -6-

<PAGE>

                            CONFIDENTIALITY AGREEMENT

         This Confidentiality Agreement ("Agreement") which constitutes Annex A,
is entered into by and between the individual whose name appears on the
signature page of the related Consulting Agreement ("Consultant"), on the one
hand, and Save the World Air, Inc., a Nevada corporation (the "Company"), on the
other, with reference to the following facts:

         RECITALS

         A.                This Agreement is being entered into pursuant to that
                           certain Consulting Agreement of even date herewith,
                           between the Company and Consultant ("Consulting
                           Agreement").

         B.                The Company has retained the services of Consultant
                           to provide Policies and Procedures and other services
                           as called upon from time to time.

         C.                The Company desires to protect various proprietary
                           and confidential information that it uses in its
                           business.

         Therefore, the parties hereto do hereby agree as follows:

         1.       Definition of Confidential Information.

                  (a)      For the purposes of this Agreement, the term
"Confidential Information" shall mean information, material and trade secrets
(i) proprietary to the Company or to any Affiliate (as defined below) of the
Company or (ii) designated as confidential by the Company, whether or not owned
or developed by the Company, which Consultant may obtain knowledge of or access
to, through or as a result of, Consultant's relationship with the Company or
with any Affiliate of the Company.

                  (b)      Without limiting the generality of the foregoing,
Confidential Information shall include, but is not limited to, the following
types of information and other information of a similar nature (whether or not
reduced to writing or still in development):

                  (i)      The "Technology," which means:

                           (1) Any and all "Creations" as defined below; and

                           (2) any and all enhancements thereto.

                  (ii)     Economic and financial analyses, marketing techniques
         and materials, marketing and development plans, customer names and
         other information related to customers, price lists, pricing policies,
         financial information and Consultant files.

                  (iii)    Information constituting a "trade secret" as defined
         in California Civil Code Section 3426.1.

                  (iv)     Any information described above which Company obtains
         from another party and which Company treats as proprietary or
         designates as Confidential Information, whether or not owned or
         developed by the Company.

<PAGE>

                  (c)      The term "Creations" shall mean any and all
discoveries, ideas, inventions, concepts, software in various states of
development, designs, drawings, specifications, techniques, models, data, source
code, object code, documentation, diagrams, flow charts, research, developments,
processes, procedures, "know-how," any enhancements to the foregoing and
Consultant's files that may be conceived or developed by Consultant, either
alone or with others, during the term of this Agreement, whether or not
conceived or developed during Consultant's working hours, that relate to the
Products or the Company's Business (each as defined in the Consulting Agreement)
or to the Company's actual or demonstrably anticipated research and development,
or that result from any services rendered by Consultant for the Company.

                  (d)      The term "Affiliate" shall mean, with respect to any
person or entity, any other person or entity which, directly or indirectly
through one or more intermediaries, is in control of, is controlled by or is
under common control with such person or entity. "Control of," "controlled by"
and "under common control with" mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management policies of a
person or entity, by contract or credit arrangement, as trustee or executor or
otherwise. The term "Affiliate" includes, but is not limited to, each and every
subsidiary of the Company, if any.

                  (e)      INFORMATION PUBLICLY KNOWN THAT IS GENERALLY EMPLOYED
BY THE TRADE AT OR AFTER THE TIME CONSULTANT FIRST LEARNS OF SUCH INFORMATION,
OR GENERIC INFORMATION OR KNOWLEDGE WHICH CONSULTANT WOULD HAVE LEARNED IN THE
COURSE OF SIMILAR SERVICES OR EMPLOYMENT ELSEWHERE IN THE TRADE, SHALL NOT BE
DEEMED PART OF THE CONFIDENTIAL INFORMATION.

                  (f)      Any capitalized terms used and not otherwise defined
herein shall have the meanings, if any, ascribed to them in the Consulting
Agreement.

         2.       Confidential Treatment. Consultant hereby agrees, during the
term of his consulting arrangement with Company and at all times thereafter, to
hold in confidence and not to directly or indirectly reveal, report, publish,
disclose or transfer any of the Confidential Information to any person or
entity, or utilize any of the Confidential Information for any purpose, except
in the course of Consultant's services for Company, without the prior written
consent of the chief executive officer of Company. Consultant agrees that, as
between Consultant and Company, Company owns all of the Confidential
Information, and Consultant hereby agrees to regard and preserve as confidential
all Confidential Information. Consultant hereby agrees not to take, retain or
copy, without the prior written consent of the chief executive officer of
Company, any or all of the Confidential Information. Without limiting the
generality of the foregoing, during the term hereof and after termination of
Consultant's employment with the Company, Consultant shall not use, build,
reverse-engineer, decompile, modify for use or disassemble any of the
Technology.

         3.       Ownership. The Technology including without limitations any
and all Creations shall be the sole and exclusive property of the Company. At
any time upon the request of the Company, Consultant shall: (i) assign, without
charge to the Company, all his rights, title, and interests in any of the
Creations to the Company; (ii) execute, acknowledge, and deliver any and all
instruments necessary to confirm the Company's complete ownership of the
Creations; and (iii) perform all other reasonable acts which may be necessary to
perfect and to protect the Company's ownership rights in the Creations.
Consultant hereby assigns to the Company all of his right, title and inters in
and to the Creations. Consultant shall disclose promptly and only to

                                       -2-
<PAGE>

the Company, and shall make an adequate record of, any and all Creations
conceived or developed by Consultant (either alone or jointly with others)
during the term of this Agreement and within one year thereafter, whether or not
the property of the Company.

         4.       Return of Materials and Copies. All notes, data, reference
materials, sketches, drawings, memoranda, documentation and records in any way
incorporating or reflecting any of the Confidential Information and all
proprietary rights therein, including copyrights, shall belong exclusively to
Company, and Consultant hereby agrees to turn over promptly all copies of such
materials in Consultant's control to Company upon Company's request or upon
termination of Consultant's employment by Company.

         5.       Non-Competition and Non-Solicitation. During the Company's
employment of Consultant and for a period of two (2) years following the term of
the Consulting Agreement, Consultant shall not assist, become employed by or
engage in any consulting or other services for any person or entity that is
engaged in any business or other activity in competition with the Company, nor
solicit or entice any of the Company's employees to do any of the foregoing.
During the Company's employment of Consultant and for a period of two (2) years
following the term of the Consulting Agreement, Consultant shall not set up or
take preliminary steps to set up or engage in any business enterprise that would
be in competition with the Company and Consultant shall disclose to the Company,
any and all competitive plans that Consultant may have, without regard to
Consultant's intent to act or not act on such plans.

         6.       Fiduciary Obligations. Nothing in this Agreement is intended
to limit Consultant's obligations to Company in any capacity, and Consultant
shall be bound by all fiduciary and other obligations to Company which may arise
by reason of Consultant's employment, capacity or other duties to the Company.

         7.       Injunctive Relief. Due to the unique nature of the
Confidential Information, Consultant understands and hereby agrees that Company
will suffer irreparable harm in the event that Consultant fails to comply with
any of Consultant's obligations under Section 2 or 3 above and that monetary
damages will be inadequate to compensate Company for such breach. Accordingly,
Consultant hereby agrees that Company will be entitled, in addition to any other
remedies available to it at law or in equity, to injunctive relief to enforce
the terms of Sections 2 and 3 above.

         8.       Amendments; Consents. No amendment, modification, supplement,
termination or waiver of any provision in this Agreement, and no consent to any
departure therefrom, shall be effective unless in writing and signed by both
Consultant and Company and then only in the specific instance and for the
specific purpose given.

         9.       Notice. Any notices required or permitted to be given in
writing and will be deemed received when personally delivered or, if earlier,
ten (10) days after mailing by registered or certified United States mail,
postage prepaid, and with return receipt requested. Notice to the Company is
valid if sent to the Company's principal place of business and notice to
Consultant is valid if sent to Consultant at Consultant's address as it appears
in the Company's records.

         10.      Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all such
counterparts when taken together shall be deemed to be but one and the same
instrument.

                                      -3-
<PAGE>

         11.      Binding Effect; Assignment. This Agreement shall be binding
upon and inure to the benefit of Consultant and Company and their respective
permitted successors and assigns. This Agreement, including the rights and
obligations hereunder, shall not be assigned or transferred by Consultant
without the prior written consent of Company.

         12.      Integration; Construction. This Agreement (together with the
Consulting Agreement) shall comprise the complete and integrated agreement of
the Company and Consultant and shall supersede all prior agreements, written or
oral, on the subject matter hereof. Neither party hereto shall have a provision
construed against it by reason of such party having drafted the same.

         13.      Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California.

         14.      Severability of Provisions. Any provision in this Agreement
that is held to be inoperative, unenforceable or invalid in any jurisdiction
shall be, as to that jurisdiction only, inoperative, unenforceable or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability or validity of those provisions in any other
jurisdiction, and to this end the provisions of this Agreement shall be
severable.

         15.      Headings. Headings of this Agreement are included for
convenience only and shall not be considered a part of this Agreement for any
other purpose.

         16.      Attorneys' Fees. In the event of any litigation or other
dispute arising as a result of or by reason of this Agreement, the prevailing
party in any such litigation or other dispute shall be entitled to, in addition
to any other damages assessed, its reasonable attorneys' fees, and all other
costs and expenses incurred in connection with settling or resolving such
dispute. The attorneys' fees which the prevailing party is entitled to recover
shall include fees for prosecuting or defending any appeal and shall be awarded
for any supplemental proceedings until the final judgment is satisfied in full.
In addition to the foregoing award of attorneys' fees to the prevailing party,
the prevailing party in any lawsuit on this Agreement shall be entitled to its
reasonable attorneys' fees incurred in any post judgment proceedings to collect
or enforce the judgment. This attorneys' fees provision is separate and several
and shall survive the merger of this Agreement into any judgment.

         17.      Waiver; Rights and Remedies. Neither Consultant's nor
Company's failure to exercise any right under this Agreement shall constitute a
waiver of any other term or condition of this Agreement with respect to any
other preceding, concurrent or subsequent breach, nor shall it constitute a
waiver by the Company or Consultant of its rights at any time thereafter to
require exact and strict compliance with any of the terms of this Agreement. The
rights and remedies set forth in this Agreement shall be in addition to any
other rights or remedies which may be granted by law.

                                      -4-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed or caused their
         respective duly authorized officer to execute this Agreement as of the
         date first set forth above.

                                   SAVE THE WORLD AIR, INC.

                                   By  _________________________________
                                       Its Chief Operating Officer

                                   CONSULTANT

                                   By __________________________________

                                     Name  Joseph Helleis

                                   Address: 2639 Barefoot Lane

                                   Rowland Heights, CA 91748

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