AGREEMENT BY AND BETWEEN LANIER DAVENPORT,
            INTERNATIONAL FUEL SYSTEMS, INC. AND SAVE ON ENERGY, INC.
            ---------------------------------------------------------

         THIS AGREEMENT, dated as of January 7, 2000, (the "Agreement") between
Save on Energy, Inc. ("Save"), Lanier Davenport ("Davenport") and International
Fuel Systems, Inc. (*IFS") (collectively, the "Parties") supercedes the
agreement dated June 24, 1999, by and between IFS and SAVE, as well as all other
agreements and understandings between the Save and Davenport and between Save
and IFS.

         NOW, THEREFORE, in consideration of $10 cash in hand, the mutual
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by all Parties, the
Parties hereby agree as follows:

         1. SAVE shall deliver instructions to the transfer agent of SAVE
concurrent with the execution of this Agreement, and shall cause to be issued
and delivered within five (5) business days, Six Hundred Thousand (600,000)
common shares of SAVE to the designees of Lanier Davenport, prior payment for
such shares having duly been acknowledged by SAVE, as follows:

         Shareholder Name, Address, Social Security Number    Number of Shares

     (a)      Lanier M. Davenport                             255,000
              P.O. Box 178
              Lookout Mountain, TN 37350
              Social Security Number: ###-##-####

     (b)      Lanier M. Davenport, Jr., UTMA                   30,000
              P.O. Box 187
              Lookout Mountain, TN 37350
              Social Security Number: ###-##-####

     (c)      Steven Ray Davenport, UTMA                       30,000
              P.O. Box 187
              Lookout Mountain, TN 37350
              Social Security Number: ###-##-####

     (d)      Sarah Byrd Davenport, UTMA                       30,000
              P.O. Box 187
              Lookout Mountain, TN 37350
              Social Security Number: ###-##-####

     (e)      Jonathan P. Hoover                               40,000
              802 Scenic Highway
              Lookout Mountain, TN 37350
              Social Security Number: ###-##-####

     (f)      Carol Espinosa                                   40,000
              Two Market Street, Apartment 306
              Chattanooga, Tennessee 37402
              Social Security Number: ###-##-####


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     (g)      Dennis L. Knight                                 40,000
              998 Boynton Drive
              Ringgold, GA 30736
              Social Security Number: ###-##-####

     (h)      Kota Suttle                                      20,000
              2631 Druid Oaks Drive
              Atlanta, GA 30329
              Social Security Number: ###-##-####

     (i)      Daryl Powell                                     40,000
              2716 Autumn Chase Drive
              Chattanooga, TN 37421
              Social Security Number: ###-##-####

     (j)      Gerald B. Andrews                                75,000
              111 Highland Drive
              West Point, GA 31833
              Social Security Number: ###-##-####

2.   The shares described in Section 1 above shall bear piggy back  registration
     rights, entitling these shares to be registered with any other registration
     made by SAVE.  SAVE will be  obligated  to file with the SEC to cause  such
     shares  to be  registered,  within  six (6)  months  from  the date of this
     Agreement.

3.   Davenport shall purchase from SAVE Two Hundred  Thousand  (200,000)  common
     shares of SAVE,  subject to Rule 144, at a price of $0.75 per common  share
     for the amount of One Hundred Fifty Thousand Dollars  ($150,000.00),  to be
     paid in two  separate  installments  of One Hundred Five  Thousand  Dollars
     ($105,000.00) and Forty Five Thousand Dollars  ($45,000.00) , respectively.
     The first installment  shall be placed in escrow until sufficient  evidence
     has been presented to Davenport that the shares have been  delivered.  Upon
     release from escrow of the first installment, Davenport shall place, within
     five (5)  business  days,  the second  installment  in  escrow.  SAVE shall
     concurrently  instruct  the transfer  agent of SAVE,  and shall cause to be
     issued and delivered,  Two Hundred  Thousand Shares (200,000) of the common
     stock of SAVE.  The second  installment  shall be released from escrow upon
     delivery of the 200,000 shares. These shares shall be issued as follows:

     (a)      Lanier M. Davenport                              45,000
              P.O. Box 178
              Lookout Mountain, TN 37350
              Social Security Number: ###-##-####

     (b)      Lanier M. Davenport, Jr., UTMA                   10,000
              P.O. Box 187
              Lookout Mountain, TN 37350
              Social Security Number: ###-##-####


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     (c)      Steven Ray Davenport, UTMA                       10,000
              P.O. Box 187
              Lookout Mountain, TN 37350
              Social Security Number: ###-##-####

     (d)      Sarah Byrd Davenport, UTMA                       10,000
              P.O. Box 187
              Lookout Mountain, TN 37350
              Social Security Number: ###-##-####

     (e)      Jonathan P. Hoover                               25,000
              802 Scenic Highway
              Lookout Mountain, TN 37350
              Social Security Number: ###-##-####

     (f)      Carol Espinosa                                   25,000
              Two Market Street, Apartment 306
              Chattanooga, Tennessee 37402
              Social Security Number: ###-##-####

     (g)      Gerald B. Andrews                                75,000
              111 Highland Drive
              West Point, GA 31833
              Social Security Number: ###-##-####

4.   IFS shall diligently work toward  identifying and securing OEMs to purchase
     Save's products.  Upon receipt by SAVE, its assigns,  or successors,  of an
     OEM cumulative  order for a minimum of 500 units of diesel  conversion kits
     at a reasonable profit to SAVE, procured through the substantive efforts of
     IFS, SAVE shall  instruct the transfer agent of SAVE, and shall cause to be
     issued and delivered,  within five (5) business days, Four Hundred Thousand
     (400,000) common shares of SAVE, as Davenport shall specify in writing. For
     purposes  of this  Agreement,  OEM  shall be  defined  as a  company  which
     manufactures diesel engines or is a substantial purchaser of diesel engines
     for installation in new equipment.

5.   Any notice, required or other, to SAVE shall be deemed given if sent by IFS
     or Davenport via certified  mail or overnight  carrier to SAVE's address as
     follows:

     Save On Energy, Inc.
     4851 Georgia Highway 85
     Suite 210
     Forest Park, Georgia 30297

     Any notice, required or other, to Davenport or IFS shall be deemed given if
     sent by SAVE via  certified  mail or overnight  carrier to IFS's address as
     follows:

     International Fuel Systems, Inc.
     Suite 405 - Krystal Building
     One Union Square
     Chattanooga, TN 37402


<PAGE>

6.   Any  dispute,  controversy  or  claim  arising  out of,  relating  to or in
     connection  with this Agreement  shall be referred to, and finally  settled
     by,  arbitration  under and in accordance  with the rules of arbitration of
     the American Arbitration Association then in effect. Such arbitration shall
     take place in Atlanta, Georgia.

7.   Faxed copies of this  Agreement  are deemed to be originals  for purpose of
     enforcement of this Agreement. In the event any section or sections of this
     Agreement are held to be invalid,  the remaining  sections are still deemed
     valid and binding and shall  continue in effect.  This  Agreement  shall be
     executed  simultaneously  in multiple  counterparts  each of which shall be
     deemed original, but all of which constitute the same document.

8.   This is the entire  agreement  between the Parties.  Any  modifications  or
     amendment  to  this  Agreement  must be in  writing  and  executed  by both
     Parties.  This  Agreement  specifically  supercedes  all prior  agreements,
     contracts,  arrangements,  understandings and representations  between SAVE
     and either  Davenport or IFS,  whether  orally or in writing,  and all such
     prior   agreements,    contracts,    arrangements,    understandings    and
     representations  shall be deemed canceled and mull and void. This Agreement
     shall be governed by the laws of the State of Georgia.

     IN WITNESS  WHEREOF,  the Parties  have set their hand as of the date first
set forth above.

INTERNATIONAL FUEL SYSTEMS, INC.    SAVE ON ENERGY, INC.

By: /s/ Lanier M. Davenport                     By: /s/ Robby E. Davis
    -----------------------                         ------------------
         Lanier M. Davenport                    Robby E. Davis
         Chairman                               President

         By Resolution of the Board of          By Resolution of the Board of
         Directors                              Directors

/s/ Lanier M. Davenport
-----------------------
Lanier M. Davenport