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Exhibit 10.33 ADVISORY SERVICES AGREEMENT This Advisory Services Agreement (this Agreement)
is made and entered into as of this ___th day of August, 2002, by and between Save The World Air,
Inc., a Nevada corporation (the Company) and Nate Sheldon(Advisor), with reference to the
following facts. RECITALS  A.
    The Company has certain rights to a proprietary technology (the Technology)
for a product known as the Zero Pollution-Fuel Saving Device (ZERO Device) that can
be used on motor vehicles to reduce pollution and improve fuel efficiency. The Company
desires to further develop the Technology and market and sell the ZERO Device.B.
    Advisor is well known to the industry in the Companys business. The Company
desires to engage Advisor, and Advisor desires to serve the Company, in an advisory
capacity on and subject to the terms of this Agreement. THEREFORE, the Company and Advisor hereby agree as follows: Section 1. Scope of Services Provided. 1.1 Advisor shall provide advice, counsel and support to the Companys Board of Directors and
management on an as-needed basis, by telephone or in person, in matters relating to the Companys
business, including product development, marketing and promotion and other matters concerning the
ZERO Device as the Company may reasonably request from time to time during the term of this
Agreement. Advisor also agrees to serve on the Advisory Board which shall report to the Companys
Board of Directors. 1.2 Advisor agrees to appear not less than at two events per year during the
term of this Agreement subject to Advisors prior commitments, schedule and availability, and at such
other times as May be mutually agreed, to assist and support the company in promoting the ZEFS Device. Section 2. Compensation. Expenses. 2.1 As soon as practicable following the parties execution of his agreement, the company
shall issue to Advisor 50,000 shares of the company of common stock, par value $.001 per share. (
the Stock). The stock shall be deemed to have to have a value of $.001 per share. Advisor shall
execute and deliver to the company a subscription agreement substantially in the form attached
hereto in Annex A, the provisions of which are incorporated herein by this reference. 2.2 The Company shall reimburse Advisor for all reasonable and necessary out-of-pocket
expenses incurred by Advisor in performing the services requested by the Company hereunder,
including without limitation travel, meals, accommodations and phone charges, subject to Advisors
presentation to the Company of receipts for such charges, in accordance with the Companys
practices and policies as adopted or approved from time to time. Section 3. Non-Disclosure Obligations. Advisor acknowledges that the Technology is proprietary and agrees to execute a standard
confidentiality agreement substantially in the form attached hereto
in Annex B, the
provisions of which are incorporated herein by this reference. Section 4. 4.1 Use of Advisors Name and Likeness The Company will not use Advisors name or likeness in any advertising or marketing/
promotional material without written approval or consent, which shall not be unreasonably
withheld. Except as may be expressly agreed to by the parties hereto in writing , the Company shall
acquire no




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ownership or rights in or to Advisors name or likeness that by its use or incorporation in
any company advertising or promotional materials other than the right to use , duplicate and
distribute such name or likeness as and to the extent to which Advisors may have previously
consented. 4.2 The Company may identify Advisor as member of the Companys Advisory Board and may
make such disclosures as may be necessary of advisable to comply with federal securities laws,
including without limitation disclosures in filing with the Securities and Exchange Commission or
press releases as to (1) the terms of this Agreement; (2) the appointment of Advisor to the
Companys Advisory Board; and (3) Advisors Stock ownership. Section 5. Miscellaneous Provisions. 5.1 Term. The initial term of this Agreement is one year from the effective date of
this Agreement. This Agreement shall renew automatically from year to year unless terminated by
either party by giving the other not less than thirty (30) days prior written notice of its
election to terminate this Agreement. 5.2 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. 5.3 Governing Law. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of California. 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. ADVISOR
    
    SAVE THE WORLD AIR, INC.By: /s/ Nate Sheldon
Nate Sheldon
    
    By: /s/ Eugene E. Eichler
Name: Eugene E. Eichler
Title: Chief Operating Officer
 2




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ANNEX A
Subscription Agreement




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SUBSCRIPTION AGREEMENT SAVE THE WORLD AIR, INC. The undersigned hereby proposes to acquire Common Stock of Save the World Air, Inc., a Nevada
corporation (the Company). The undersigned understands that the shares of Common Stock are being offered and sold without
registration under the Securities Act of 1933, as amended (the Act), in reliance upon the private
placement exemption contained in Sections 4(2) and 4(6) of the Act, and Regulation D promulgated
thereunder, and that such reliance is based on the undersigneds representations set forth below. To induce the Company to accept this subscription and issue and deliver the Common Stock, the
undersigned agrees, warrants, and represents as follows:  1.
    This offer is irrevocable until both parties execution and delivery of that certain Advisory
Services Agreement to which this subscription is a part and is subject to acceptance or
rejection by the Company in its sole discretion.2.
    The undersigned is acquiring the Common Stock for investment for his or her own account, and
not with a view toward distribution thereof, and with no present intention of dividing his or
her interest with others or reselling or otherwise disposing of all or any portion of the
Common Stock. The undersigned has not offered or sold a participation in this purchase of
Common Stock, and will not offer or sell the Common Stock or interest therein or otherwise, in
violation of the Act. The Undersigned further acknowledges that he or she does not have in
mind any sale of the Common Stock currently or after the passage of a fixed or determinable
period of time or upon the occurrence or non-occurrence of any predetermined events or
consequence; and that he or she has no present or contemplated agreement, undertaking,
arrangement, obligation, indebtedness or commitment providing for or which is likely to compel
a disposition of the Common Stock and is not aware of any circumstances presently in existence
that are likely in the future to prompt a disposition of the Common Stock.4.
    The undersigned acknowledges that the shares of Common Stock have been offered to him or her
in direct communication between himself or herself and the Company or through registered
broker-dealers and not through any advertisement of any kind.5.
    The undersigned acknowledges that he or she has read or has had access to all of the
Companys filings with the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended, that the Company has not timely filed its annual report of Form
10-KSB nor does it have current audited financial statements, that the offer and sale of
Common Stock to the undersigned were based on the representations and warranties of the
undersigned in this Subscription Agreement, and acknowledges that he or she has been
encouraged to seek his or her own legal and financial counsel to assist him or her in
evaluating this investment. The undersigned acknowledges that the Company has given him or
her and all of his or her counselors access to all information relating to the Companys
business that they or any one of them has requested. The undersigned acknowledges that he or
she has sufficient knowledge, financial and business experience concerning the affairs and
conditions of the Company so that he or she can make a reasoned decision as to this investment
in the Company and is capable of evaluating the merits and risks of this investment. Based on
the foregoing, the undersigned hereby agrees to indemnify the Company thereof and to hold each
of such persons and entities, and the officers, directors and employees thereof harmless
against all liability, costs or expenses (including reasonable attorneys fees) arising by
reason of or in connection with any misrepresentation or any breach of such warranties of the
undersigned, or arising as a result of the sale or distribution of the Common Stock by the
undersigned in violation of the Act, the Securities Exchange Act of 1934, as amended, or any
other applicable law, either federal or state. This subscription and the representations and
warranties contained herein shall be binding upon the heirs, legal representatives, successors
and assigns of the undersigned.




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5.
    (a) The undersigned is aware of the restrictions of transferability of the Common Stock and
further understands and acknowledges that any certificates evidencing the Common Stock will
bear the following legends, to which such interests will be subject:THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS
(COLLECTIVELY, SECURITIES LAWS) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN
THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR
QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWS.  (b)
    The undersigned understands that following the purchase of the Common Stock, the Common
Stock may only be disposed of pursuant to either (i) an effective registration statement under
the Act, or (ii) an exemption from the registration requirements of the Securities Act of
1933.(c)
    The Company has neither filed such a registration statement with the SEC or any state
authorities nor agreed to do so, nor contemplates doing so in the future for this offering of
Common Stock, and in the absence of such a registration statement or exemption, the
undersigned may have to hold the Common Stock indefinitely and may be unable to liquidate them
in case of an emergency.(d)
    The undersigned acknowledges that the Company is not obligated and does not propose to
furnish the undersigned with information necessary to enable it to be able to make sales under
Rule 144 of the Securities Act of 1933.  6.
    The undersigned represents that he or she is a resident of ___and makes the
following representation:  I, THE UNDERSIGNED, REPRESENT THAT I HAVE A PRE-EXISTING PERSONAL OR BUSINESS RELATIONSHIP
WITH THE COMPANY, ANY OFFICER, DIRECTOR OR CONTROLLING PERSON THEREOF OR HAVE, THROUGH
MYSELF OR THROUGH MY UNAFFILIATED PROFESSIONAL ADVISER, THE BUSINESS OR FINANCIAL EXPERIENCE
TO PROTECT MY INTERESTS IN CONNECTION WITH MY SUBSCRIPTION HERETO.FURTHER, I AM PURCHASING THE COMMON STOCK OFFERED HEREBY FOR INVESTMENT AND NOT WITH A VIEW
TOWARD DISTRIBUTION THEREOF.7.
    This Subscription Agreement has been delivered in, and shall be construed in accordance with
the laws of the State of California. Subject to the provisions of the paragraph immediately
following, any action in connection with this Subscription Agreement shall be brought in the
appropriate state or federal court in and for the County of Los Angeles, State of California,
which shall have exclusive jurisdiction over such action. Executed as of this___ Day of August, 2002 By /s/ Nathan E Sheldon Nate Sheldon * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * *




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The above and foregoing
Subscription accepted this ___day of___, 2002. Save the World Air, Inc.  A
Nevada corporation
 By: /s/ Eugene E. Eichler
Its: Chief Operating Officer




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ANNEX B
Confidentiality Agreement




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August  , 2002 STRICTLY PRIVATE AND CONFIDENTIAL BY FACSIMILE
Save the World Air, Inc.
29229 Canwood Street, Suite 206
Agoura Hills, California 91301 Attention: Eugene E. Eichler, Chief Financial Officer Gentlemen: In connection with the advisory services that you have asked me to provide to Save the World Air,
Inc. (the Company) as a member of its Advisory Board, I may be provided and/or have access to
technical and other information concerning the Company and its proprietary technology (the
Technology) for a product known as the Zero Pollution-Fuel Saving Device (ZERO Device) that can
be used on motor vehicles to reduce pollution and improve fuel efficiency. As a condition to my
being furnished such information, I agree to treat any information concerning the Technology
(including without limitation all specifications, designs, processes, concepts, ideas, strategic
plans, product development plans, research and development, information about the Companys
operations, finances, reports, interpretations, forecasts and records, and any analyses,
compilations, studies or other documents, whether prepared by the Company or others, that contain
or reflect such information (collectively, the Confidential Information) in accordance with the
provisions of this letter. The term Confidential Information does not include information which
(a) was or becomes generally available to the public other than as a result of a disclosure by me
or my agents or advisors, (b) was or becomes available to me on a non-confidential basis from a
source other than the Company or its advisors provided that such source is not bound by a
confidentiality agreement with the Company, (c) was within my possession prior to its being
furnished to me by or on behalf of the Company, provided that the source of such information was
not bound by a confidentiality agreement with the Company in respect thereof. By this letter, I agree that the Confidential Information will be used solely for the purposes in
furtherance of my advisory services to the Company and will not be used by me in any way
detrimental to the Company. I also agree that the Confidential Information will be kept
confidential by me, my agents and employees; provided, however, that (i) any such information may
be disclosed to my agents and employees who need to know such information for the purpose of
providing the advisory services (it being understood that such persons shall be informed by me of
the confidential nature of such information and shall be directed by me to treat such information
confidentially and shall assume the same obligations as I under this
letter) and (ii) any disclosure of such information may be made to which the Company consents in
writing. I shall be responsible for any breach of this letter by my agents or employees.




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Save the World Air, Inc.
Page 2 of 2 In the event I am required by legal process to disclose any of the Confidential Information, I
shall provide you with prompt notice of such requirement so that you may seek a protective order or
other appropriate remedy or waive compliance with the provisions of this letter. In the event that
a protective order or other remedy is obtained, I shall use all reasonable efforts to assure that
all Confidential Information disclosed will be covered by such order or other remedy. Whether such
protective order or other remedy is obtained or we waive compliance with the provisions of this
letter, I will disclose only that portion of the Confidential Information that I am legally
required to disclose. This letter shall be governed by laws of California, U.S.A, in all respects. * * * Very truly yours, /s/ Nathan E. Sheldon
Nate Sheldon