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Exhibit 10.31 ADVISORY SERVICES AGREEMENT This Advisory Services Agreement (this Agreement) is made and entered into as of this
___day of August, 2002, by and between Save The World Air, Inc., a Nevada corporation (the
Company) and Bobby Unser, Jr.(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 Emissions Fuel Saving device (ZEFS Device) that is
intended to 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 ZEFS
Device.  B.
    Advisor is well known to the public and associated with automobile racing and
products. 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
ZEFS 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 at not less than 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 this Agreement, the Company
shall issue to Advisor 50,000 shares of the Companys common stock, par value $.001 per share (the
Stock). The Stock shall be deemed 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.




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Section 4. Use of Advisors Name and Likeness. 4.1 The Company will not use Advisors name or likeness in any advertising or
marketing/promotional material without Advisors prior 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 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 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 or advisable to comply with federal securities laws, including
without limitation disclosures in filings 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) days 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/ Bobby Unser Jr.
    
    By:
    
    /s/ Eugene E. EichlerBobby Unser, Jr.
    
    Name:
    
    Eugene E. EichlerTitle:
    
    Chief Operating Officer
 2




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ANNEX A 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
Service 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.3.
    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.4.
    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
U.S.A. 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  , 2002By:
    /s/ Bobby Unser Jr.Bobby Unser Jr.  * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
 * * * * * * * * * * * * * * * * * The above and foregoing Subscription accepted this 5 day of September 2002. Save the World Air, Inc.
a Nevada corporationBy:
    Eugene E. EichlerIts:  Chief Operating Officer




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ANNEX B
Confidentiality Agreement 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. 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 the Company waives 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/ Bobby Unser , Jr.Bobby Unser , Jr.