**EXHIBIT 10.46**THIS SECURITY HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANYSTATE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD,ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAIDACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION ISAVAILABLE AND THE CORPORATION SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OFSUCH EXEMPTION REASONABLY SATISFACTORY TO THE CORPORATION (WHICH MAY INCLUDE, AMONG OTHERTHINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION).WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SAVE THE WORLD AIR, INC. Los Angeles, California                                         , 2005     This is to Certify that, for value received,                                                              (the “Holder”), isentitled to purchase, subject to the provisions of this Warrant, from Save the World Air, Inc., aNevada corporation (the “Company”), at any time on or after date hereof, and not later than 5:00p.m. Eastern Standard Time, two years after                                         , 2005,                                         shares of the CommonStock, US$.001 par value, of the Company (the “Common Stock”) at a purchase price per share equalto US$1.00, subject to adjustment as to the number of shares and purchase price as hereinafter setforth. The shares of the Company’s Common Stock issuable upon the exercise of this Warrant arecalled herein the “Warrant Stock.” The price per share of the Warrant Stock as adjusted from timeto time as hereinafter set forth is sometimes referred to as the “Exercise Price.” The Holderhereof may exercise this Warrant as to all or any portion of the shares of the Warrant Stock whichsuch Holder shall have the right to acquire hereunder. This Warrant is the Warrant referred to inthat certain Subscription Agreement of even date herewith (the “Subscription Agreement”) betweenthe Company and the Holder.     (a) Exercise of Warrant. This Warrant may be exercised by presentation and surrenderhereof to the Company with the Exercise Notice attached hereto as Annex A. The Warrantshall be deemed to have been exercised when (i) the Company has received this Warrant, togetherwith a completed Exercise Notice, and (ii) the Company has received payment in the amount of theapplicable Exercise Price, notwithstanding that certificates representing such shares of CommonStock shall not then be actually delivered to the Holder. If the stock transfer books of theCompany shall be closed on the date of receipt of this Warrant, the Exercise Notice and theExercise Price as aforesaid, the Holder shall be deemed to be the holder of such shares of CommonStock on the next succeeding day on which the stock transfer books of the Company shall be opened.If
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this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrantfor cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchasethe balance of the shares purchasable hereunder. In the event this Warrant shall not be exercisedon or before 2 (two) years after the date of issue, this Warrant shall become void and all rightshereunder shall cease.          (1) Method of Payment. Holder may pay the applicable Exercise Price by cash, check orcash equivalent.          (2) Expenses of Issuance. The Company shall issue the shares of Common Stock uponexercise of this Warrant without charge to Holder for any issuance tax or other cost incurred bythe Company in connection with such exercise and the related issuance of the shares of CommonStock. Each of the shares of Common Stock shall, upon payment of the Exercise Price therefor, befully paid and nonassessable and free from all liens and charges with respect to the issuancethereof.          (3) Withholding Taxes. Holder shall satisfy any federal, state, local or foreignwithholding tax obligations arising from the exercise of the Warrant or the subsequent dispositionof the Shares.     (b) Reservation of Shares. The Company agrees that at all times there shall beauthorized and reserved for issuance upon exercise of this Warrant such number of shares of itsCommon Stock as shall be required for issuance or delivery upon exercise of this Warrant.     (c) Fractional Shares. This Warrant shall be exercisable in such manner as not torequire the issuance of fractional shares or scrip representing fractional shares. If, as a resultof adjustment in the Exercise Price or the number of shares of Common Stock to be received uponexercise of this Warrant fractional shares would be issuable, no such fractional shares shall beissued. In lieu thereof the Company shall pay the Holder an amount in cash equal to such fractionmultiplied by the current market value of one share of Common Stock. The current value shall be anamount, not less than twice book value, determined in such reasonable manner as may be prescribedby the Board of Directors of the Company, such determination to be final and binding on the Holder.     (d) Exchange or Assignment of Warrant. Holder may not, directly or indirectly,voluntarily or involuntarily, sell, assign, transfer, pledge, hypothecate, encumber or otherwisedispose of, voluntarily or involuntarily, directly or indirectly (each, a “Transfer”) this Warrant,except that Holder may transfer the Warrant to Holder’s spouse and direct descendants of Holder,and the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries ofHolder’s estate upon death (each, a “Permitted Transferee”); provided, however, that (x) any suchPermitted Transferee shall have agreed in writing to be bound by the terms of this Agreement withrespect to the Shares and (y) any transfer to a Permitted Transferee shall not be in violation ofapplicable federal or state securities laws.
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     (e) Rights of the Holder; Limitation on Liability. The Holder shall not, prior toexercise of this Warrant, by virtue hereof, be entitled to any rights of a shareholder in theCompany, either at law or equity, and the rights of the Holder are limited to those expressed inthe Warrant. No provision hereof, in absence of an affirmative action by the Holder to purchasethe Warrant Stock, and no enumeration herein of rights or privileges by the Holder, shall give riseto any liability of the Holder for the Exercise Price of the Warrant Stock.     (f) Adjustment of Exercise Rights. The Exercise Price or the number of shares ofCommon Stock to be received upon the exercise of this Warrant, or both shall be subject toadjustment from time to time as follows:          (l) Dividends. In case any additional shares of Common Stock or any obligation orstock convertible into or exchangeable for shares of Common Stock (such convertible or exchangeableobligations or stock being hereinafter called “Convertible Securities”) shall be issued as adividend on any class of stock of the Company, such shares or Convertible Securities, the ExercisePrice then in effect shall be increased proportionately and the number of shares of Warrant Stockthen exercisable hereunder shall be decreased proportionately. Anything herein to the contrarynotwithstanding, the Company shall not be required to make any adjustment in the Exercise Price inthe case of the issuance at any time or from time to time of any shares of Common Stock pursuant toany exercise of this Warrant.          (2) Effect of “Split-ups” and “Split-down” and Certain Dividends. In case at any timeor from time to time the Company shall subdivide as a whole, by reclassification, by the issuanceof a stock dividend on the Common Stock payable in Common Stock, or otherwise, the number of sharesof Common Stock then outstanding into a greater number of shares of Common Stock, with or withoutpar value, the Exercise Price then in effect shall be reduced proportionately, and the number ofshares of Warrant Stock then exercisable hereunder shall be increased proportionately. In case atany time or from time to time the Company shall consolidate as a whole, by reclassification orotherwise, the number of shares of Common Stock then outstanding into a lesser number of shares ofCommon Stock, with or without par value, the Exercise Price then in effect shall be increasedproportionately and the number of shares of Warrant Stock then exercisable hereunder shall bedecreased proportionately.          (3) Statement of Adjusted Exercise Price. Whenever the Exercise Price is adjustedpursuant to any of the foregoing provisions of this Section (f), the Company shall forthwithprepare a written statement signed by the President or the Treasurer of the Company, setting forththe adjusted Exercise Price and any adjustment in the number of shares purchasable hereunder,determined as provided in this Section (f), and in reasonable detail the facts requiring suchadjustment. Such statement shall be filed among the permanent records of the Company, shall befurnished to the Holder of each Warrant upon request, and shall be open to inspection by theHolders of the Warrants during normal business hours.
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          (4) Effect of Merger or Consolidation. In case the Company shall enter into anyconsolidation with or merger into any other corporation wherein the Company is not the survivingcorporation, or sell or convey its property as an entirety or substantially as an entirety and inconnection with such consolidation, merger, sale or conveyance shares of stock or other securitiesshall be issuable or deliverable in exchange for the Common Stock of the Company, the Holder of anyWarrant shall thereafter be entitled to purchase pursuant to such Warrant (in lieu of the number ofshares of Common Stock which such Holder would have been entitled to purchase immediately prior tosuch consolidation, merger, sale or conveyance) the shares of stock or other securities to whichsuch number of shares of Common Stock would have been entitled at the time of such consolidation,merger sale or conveyance, at an aggregate Exercise Price equal to that which would have beenpayable if such number of shares of Common Stock had been purchased immediately prior thereto. Incase of any such consolidation, merger, sale or conveyance, appropriate provision (as determined byresolution of the Board of Directors of the Company with the approval of the Holder) shall be madewith respect to the rights and interests thereafter of the Holders of Warrants, to the end that allthe provisions of the Warrants (including adjustment provisions) shall thereafter be applicable, asnearly as reasonably practicable, in relation to such stock or other securities.          (5) Reorganization and Reclassification. In case of any capital reorganization or anyreclassification of the capital stock of the Company (except as provided in Subsection (2) of thisSection (f)); the Holder of any Warrant shall thereafter be entitled to purchase pursuant to suchWarrant (in lieu of the number of shares of Common Stock which such Holder would have been entitledto purchase immediately prior to such reorganization or reclassification) the shares of stock ofany class or classes or other securities or property to which the holder of such number of sharesof Common Stock would have been entitled at the time of such reorganization or reclassification, atan aggregate Exercise Price equal to that which would have been payable if such number of shares ofCommon Stock had been purchased immediately prior to such reorganization or reclassification,appropriate provision (as determined by resolution of the Board of Directors of the Company withthe approval of the Holder) shall be made with respect to the rights and interest thereafter of theWarrants (including adjustment provisions) shall thereafter be applicable, as nearly as reasonablypracticable, in relation to such stock or other securities or property.          (6) Distributions. In case the Company shall make any distribution of its assets toholders of its Common Stock as a liquidation or partial liquidation dividend or by way of return ofcapital, or other than as a dividend payable out of earnings or any surplus legally available fordividends under the laws of the State of California, then the Holder of this Warrant who thereafterexercises the same as herein provided after the date of record for the determination of thoseholders of Common Stock entitled to such distribution of assets, shall be entitled to receive forthe purchase price of the shares of Common Stock stated in this Warrant, in addition to the Sharesof Common Stock, the amount of such assets (or at the option of the Company, a sum equal to thevalue thereof at the time of such distribution to holders of Common Stock, as such value
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is determined by the Board of Directors of the Company in good faith), which would have beenpayable to such Holder had he been the holder of record of such shares of Common Stock on therecord date for the determination of those entitled to such distribution.          (7) Dissolution or Liquidation. In case the Company shall liquidate or wind up itsaffairs, the Holder of this Warrant shall be entitled, upon the exercise thereof, to receive, inlieu of the shares of Common Stock of the Company which it would have been entitled to receive, thesame kind and amount of assets as would have been issued, distributed or paid to it upon any suchdissolution, liquidation or winding up with respect to such shares of Common Stock of the Company,had it been the holder of record of such shares of Common Stock on the record date for thedetermination of those entitled to receive any such liquidating distribution; provided, however,that all rights under this Warrant shall terminate on a date fixed by the Company, such date to benot earlier than the date of commencement of proceedings for dissolution, liquidation or winding upand not later than 30 days after such commencement date, unless the Holder shall have, prior tosuch termination date, exercised this Warrant. Notice of such termination of rights under thisWarrant shall be given to the last registered Holder hereof, as the same shall appear on the booksof the Company, by mail at least 30 days prior to such termination date. In the event of suchnotice the Holder may exercise this Warrant prior to the fifth anniversary hereof.     (g) Limitations on Transfer of Warrant Stock. The Warrant Stock issuable pursuanthereto has not been registered under the Act. Accordingly, by acceptance hereof the Holder agreesthat:          (l) It will acquire the Warrant Stock issuable pursuant hereto to be held as an investment andthat it will not attempt to sell, distribute or dispose of the same except pursuant to thisagreement and:(a) pursuant to a registration statement filed and rendered effective under theAct; or(b) pursuant to a specific exemption from registration under the Act.          (2) There shall appear on the certificate or certificates evidencing any Warrant Stock issuedpursuant hereto a legend as follows:
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THIS SECURITY HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANYSTATE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD,ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAIDACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION ISAVAILABLE AND THE CORPORATION SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OFSUCH EXEMPTION REASONABLY SATISFACTORY TO THE CORPORATION (WHICH MAY INCLUDE, AMONG OTHERTHINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION).     (h) Company shall cover all shares which may be issued to the Holder under the terms of thisWarrant in the registration statement to be filed by the Company.     (i) Notices. All notices, payments, requests and demands and other communicationsrequired or permitted under this Warrant shall be deemed to have been duly given, delivered andmade if in writing and if served either by personal delivery to the party for whom it is intendedor by being deposited, postage prepaid, certified or registered mail return receipt requested tothe address shown below or such other address as may be designated in writing hereafter by suchparty:                    If to the Company:                         Save The World Air, Inc.