exv10w45



 





EXHIBIT 10.45




					
	 	 	 	 	 
	 
	 	CFO

	 	911

	 	 	 	Accounting and Finance
Solutions
	 	 	 	 	 
	 
	 	Save the World Air, Inc.

	 
	 	Engagement Agreement







 





	 	 	 
	 
	 	 
	Advisor

	 	CFO 911 will be the exclusive accounting and
financial advisor (“Advisor”) responsible for
completion of the project during the engagement
(the “Agreement”).
	 
	 	 
	Role

	 	To act as the Company’s Chief Financial Officer,
overseeing all of Save the World Air (the
“Company”) financial management and accounting
activities, including helping design and oversee
an efficient monthly accounting closing process,
review of the Company’s monthly financial
statements, llaison with the Company’s external
accountants on a monthly or quarterly basis and
certifying the Company’s public financial
statements as the Company’s Chief Financial
Officer.
	 
	 	 
	Term

	 	Twelve Months, with appropriate extensions as
agreed to by the Advisor and the Company. After
three months, the engagement will be reviewed as
to the scope and compensation terms and either
party can cancel with one month’s written
notice.
	 
	 	 
	Fees:

	 	The Advisor shall be compensated as follows:
	 
	 	 
	 

	 	As part of the Initial compensation, the Advisor
will receive stock options, a portion to vest
Immediately and the balance to vest ratably ever
the initial term of the engagement. Such amount
and terms of the stock options will be mutually
agreed to by the Company and the Advisor.
	 
	 	 
	 

	 	On an ongoing monthly basis, a fee of $4,000 a
month, payable in advance, for performing the
services detailed above (under the “Role”
section) in those months where a 10K or 10Q SEC
financial filing is not required. In those
months where a 10K or 10Q SEC financial filing
is required, a fee of $8,000 a month will be
paid for performing the services detailed above.
When filing the next 10K for March 31, 2007,
there might be an additional fee based on the
work involved.
	 
	 	 
	Expenses

	 	Reimbursement of all out-of-pocket expenses
(including fees and disbursements of
professionals such as legal counsel, if
required).






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	Indemnification

	 	Customary indemnification normally accorded to
accounting and financial advisors shall hold
harmless the Advisor from any losses, claims or
damages resulting from the Advisor’s services,
except as delineated in the Chief Financial
Office Certification requirements of the
Sarbanes Oxley Act. A separate indemnification
agreement shall be executed in a form
satisfactory to the Advisor.
	 
	 	 
	 

	 	In the event the Advisor is called to testify,
provide legal support or be a witness on behalf
of the Company for any event at any time, all
legal expenses and professional time will be
reimbursed by the Company.
	 
	 	 
	Arbitration

	 	Any dispute between the Advisor and the Company
regarding the construction or application of the
Agreement and the related services will, upon a
written request, be submitted to arbitration,
and this arbitration shall comply with and be
governed by the provisions of the American
Arbitration Association and shall take place in
Los Angeles, California. The prevailing party
shall be entitled to attorney fees and costs
incurred in connection with any such dispute.
	 
	 	 
	Governing Law

	 	This Agreement shall be governed by the laws of
the State of California. Further, no change or
modification of this Agreement shall be valid or
binding unless such change or modification shall
be in writing.






AGREED TO AND ACCEPTED THIS 11TH DAY OF JANUARY, 2007




	 	 	 	 	 	 	 	 
	CFO 911

8055 W. Manchester Ave., Suite 405

Playa del Rey, CA 90232

(310) 574-9119

	 	Save the World Air, Inc.

5125 Lankershim Blvd.

North Hollywood, CA 91601

(818) 487-8000	 
	 
	 	 	 	 	 	 	 
	By:

		 	By:		 
	 

	Name: 	Mr. Charles K. Dargan II	 	 	Name: 	Mr. Bruce McKinnon	 
	 

	Title: 	Principal	 	 	Title: 	President/CEO	 
	Date: 

	January 11, 2007	 	Date: 	January 11, 2007	 







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	 	CFO

	 	911

	 	 	 	Accounting and Finance
Solutions






	 	 	 	 	 



The Scope Letter



The scope of the Agreement (the “Agreement”) dated January
11, 2007, by and between CFO 911 (the “Advisor”) and Save
the World Air, Inc. (the “Company”) is limited to the
details herein. The tasks to be performed as delineated
herein are to be completed within the term of the Agreement.
The scope of the Agreement may only be modified by written
consent of both the Advisor and the Company.





     The tasks are as follows:




	 	1.	 	Review and establish the Company’s monthly accounting closing
process.
	 
	 	2.	 	Specific additional activities shall include:






	 	A.	 	Review and implementation of the Company’s monthly financial
statements.
	 
	 	B.	 	Act as the liaison with the Company’s
external accountants.
	 
	 	C.	 	Certify the Company’s public
financial statements as the Company’s
Chief Financial Officer.
	 
	 	D.	 	Assist with and implement accounting
procedures as necessary in order to
produce timely financial statements.
	 
	 	E.	 	Transition to the permanent Chief
Financial Officer, at the
appropriate time.





     Caveats:




	 	1.	 	The Company shall
have a sufficient 10K or 10Q document with
sufficient disclosures, as mutually decided by
the Company and the Advisor. If not, then an
additional fee will be charged as discussed in
the Agreement.
	 
	 	2.	 	The Company shall
also be successful in raising interim capital
and long-term equity capital as discussed with
management, in order to maintain the operations
of the Company.





AGREED TO AND ACCEPTED THIS 11TH DAY OF JANUARY, 2007




	 	 	 	 	 	 	 	 
	CFO 911

8055 W. Manchester Ave., Suite 405

Playa del Rey, CA 90232

(310) 574-9119

	 	Save the World Air, Inc.

5125 Lankershim Blvd.

North Hollywood, CA 91601

(818) 487-8000	 
	 
	 	 	 	 	 	 	 
	By:

		 	By:		 
	 

	Name: 	Mr. Charles K. Dargan II	 	 	Name: 	Mr. Bruce McKinnon	 
	 

	Title: 	Principal	 	 	Title: 	President/CEO	 
	Date: 

	January 11, 2007	 	Date: 	January 11, 2007	 





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