Exhibit 10.105


 


INDEPENDENT CONTRACTOR AGREEMENT


 


This Independent Contractor
Agreement (the “Agreement”) is entered into effective as of January 2nd, 2013 (“Effective Date”),
between Save the World Air, Inc. (the “Company”) and Continental Divide, LLC (the “Contractor”) (collectively,
the “Parties”).


 


1.                 
Non-Use, Non-Disclosure and Non-Compete. The Parties acknowledge and agree that this Agreement is subject
to the terms and conditions of the Non-Use, Non-Disclosure and Non-Compete Agreement signed by the Parties, effective February
4, 2013, which is made a part hereof and incorporated herein by reference.


 


2.                 
Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages
the Contractor as an independent contractor to perform the services set forth hereinbelow, and the Contractor hereby accepts such
engagement.


 


3.                 
Services. Contractor agrees to be responsible for branding and marketing the AOT technology as an affiliate
of the Company.


 


Contractor will make
connections into pipeline operators for AOT early adopter program.


 


Contractor will facilitate
introductions, face-to-face meetings, follow-up calls as necessary and final negotiation of sales contracts, managing timelines
and interacting with engineering and design at STWA Headquarters as it relates to supply chain management for timely installation
and ongoing collaboration between STWA and end user engineers. Contractor shall make best efforts to act as State Government Liaison
directed toward the office of the Governor as well as the Energy Administration.


 


4.                 
Compensation. The Company agrees to compensate (the “Compensation”) Contractor for its Services
for a period of one (1) year as follows: Company will pay contractor $5,000 per month for 12 months and all payments will be made
30 days in arrears. Company holds discretion of issuing warrants to Contractor for meeting performance objectives as means of a
bonus.


 


5.                 
 Expenses.During the term of this Agreement, Contractor shall bill and the Company shall reimburse it
for all reasonable and approved, in writing, out-of-pocket expenses, which are incurred in connection with the performance of the
Services.


 


6.                 
Term.The term of this Agreement shall commence on the Effective Date and terminate on January 2nd,
2014.


 


Contractor agrees that
the Company may, at its discretion, cease and desist this agreement at any time.


 


7.                 
Independent Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or
joint venturer with the Company for any purpose. The Contractor is and will remain an independent contractor in its relationship
to the Company, however, it should be noted that the contractor is on the Board of Directors of STWA, Inc. The Company shall not
be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. The Contractor shall not have
any claim against the Company for vacation pay, sick leave, retirement benefits, social security, workers’ compensation,
health or disability benefits, unemployment insurance benefits or employee benefits of any kind.


 






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8.                 
Choice of Law. The laws of the State of California shall govern the validity of this Agreement, the construction
of its terms and the interpretation of the rights and duties of the Parties hereto.


 


9.                 
Arbitration. Any controversies arising out of the terms of this Agreement or its interpretation shall be settled
in Los Angeles, CA, in accordance with the rules of the American Arbitration Association, and any judgment upon award may be entered
in any court having jurisdiction thereof. The prevailing party in any such arbitration shall be entitled to an award of reasonable
attorneys’ fees.


 


10.             
Headings. Section headings are not be considered a part of this Agreement and are not intended to be a full
and accurate description of the contents hereof.


 


11.             
Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate
or be construed as a continuing waiver.


 


12.             
Assignment. The Contractor shall not assign any of its rights under this Agreement, nor delegate the performance
of any of its duties hereunder, without the prior written consent of the Company.


 


13.             
Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in
writing signed by the parties hereto.


 


14.             
Entire Understanding. This Agreement constitutes the entire understanding and agreement of the Parties with
respect to the subject matter hereof.


 


15.             
Enforceability of Provisions. If any provisions of this Agreement or any portion thereof are held to be invalid
and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.


 


IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the day and year first above written. The Parties hereto agree that facsimile
signatures or signatures transmitted via e-mail shall be as effective as if originals.


 


SAVE THE WORLD AIR,
INC.


 


 


By:________________________________


       Greggory
M. Bigger, President and CFO


 


 


 


CONTINENTAL DIVIDE, LLC


 


 


By:________________________________


       Ryan
Zinke, Chief Executive Officer


 


 


 


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