<SEC-DOCUMENT>0001019687-01-500950.txt : 20011019
<SEC-HEADER>0001019687-01-500950.hdr.sgml : 20011019
ACCESSION NUMBER:		0001019687-01-500950
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		9
FILED AS OF DATE:		20011012
EFFECTIVENESS DATE:		20011012

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SAVE THE WORLD AIR INC
		CENTRAL INDEX KEY:			0001103795
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-HARDWARE & PLUMBING & HEATING EQUIPMENT & SUPPLIES [5070]
		IRS NUMBER:				522088326
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-71482
		FILM NUMBER:		1757657

	BUSINESS ADDRESS:	
		STREET 1:		19 GARDEN GROVE
		STREET 2:		CARRARO QUEENSLAND AUSTRALIA
		CITY:			CARRARA

	MAIL ADDRESS:	
		STREET 1:		SAVE THE WORLD AIR INC
		STREET 2:		QUEENSLAND AUSTRALIA
		CITY:			CARRARA
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>saveair_s8-101101.txt
<TEXT>
<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 2001
                                               REGISTRATION NO. 333-____________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              --------------------

                               SAVE THE WORLD AIR, INC.
             (Exact Name of Registrant as Specified in Its Charter)

NEVADA                                                            52-2088326
(State or Other Jurisdiction of                                (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                     1285 Avenue of the Americas, 35th Floor
                             New York, NY 10019-6028
          (Address of Principal Executive Offices, Including Zip Code)

                              Consulting Agreements

                            Legal Services Agreement

                            (Full Title of the Plan)
                              --------------------

                                Jeffrey A. Muller
                     1285 Avenue of the Americas, 35th Floor
                             New York, NY 10019-6028
                               Tel. (212) 554 4197
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:
                              Iwona J. Alami, Esq.
                          Law Offices of Iwona J. Alami
                       120 Newport Center Drive, Suite 200
                         Newport Beach, California 92660
                                 (949) 760-6880

                         CALCULATION OF REGISTRATION FEE

Title of    Amount to be   Proposed Maximum    Proposed Maximum     Amount of
Securities   Registered(1) Offering Price      Aggregate Offering   Registration
to be                      per Share (1)             Price (1)         Fee
Registered
--------------------------------------------------------------------------------
Common
Stock,
par value
$0.001        505,000         $0.45 (1)             $227,250         $57.00
              430,000         $0.001(2)                 $430          $1.00

                              Aggregate Registration Fee             $58.00
--------------------------------------------------------------------------------

(1)  Computed in accordance with Rules 457(h) and 457(c) under the Securities
     Act of 1933 solely for purposes of calculating the registration fee based
     on the the average of the closing bid and ask prices of the common stock
     ($0.45) as reflected on NASD'S over-the-counter market on October 10, 2001.
(2)  Such computation is based on the exercise price of $0.001 per share for
     shares set forth in the respective Agreements with Dr. H. Campbell and
     Joseph Dowen.


<PAGE>

                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*    Information required by Items 1 and 2 of Part I to be contained in the
     Section 10(a) Prospectus is omitted from the Registration Statement in
     accordance with Rule 428 under the Securities Act of 1933 and the Note to
     Part I of Form S-8.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by Save the World Air, Inc. (the "Registrant") are
incorporated by reference:

         (i) the Registrant's registration statement on Form 10-SB, as amended;
the Registrant's annual report on Form 10-KSB for the fiscal year ended December
31, 2000 and Registrant's quarterly reports on Form 10-QSB for the quarters
ended March 31, 2001 and June 30, 2001, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

         (ii) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10-SB, filed pursuant to Section
12(g) of the Exchange Act, including any amendment or report subsequently filed
by the Registrant for the purpose of updating that description.

         In addition, any document filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date hereof, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all shares of the Registrant's
Common Stock registered hereunder have been sold or that deregisters all such
shares of Common Stock then remaining unsold, will be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters with respect to the Common Stock offered hereby
will be passed upon for the Company by Law Offices of Iwona J. Alami, counsel to
the Company. Iwona J. Alami is entitled to 50,000 shares of Common Stock of the
Company pursuant to her retainer agreement with the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Corporation Laws of the State of Nevada and the Company's Bylaws
provide for indemnification of the Company's Directors for liabilities and
expenses that they may incur in such capacities. In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee had no reasonable cause to believe were unlawful. Furthermore, the
personal liability of the Directors is limited as provided in the Company's
Articles of Incorporation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         The Shares were issued for advisory and legal services rendered. These
sales were made in reliance of the exemption from the registration requirements
of the Securities Act of 1933, as amended, contained in Section 4(2) thereof
covering transactions not involving any public offering or not involving any
"offer" or "sale".


<PAGE>

ITEM 8. CONSULTANTS AND ADVISORS.

         The following consultants and advisors will be issued the Company's
Common Stock for their respective services, as specified below.
<TABLE>
<CAPTION>
<S>                          <C>                                <C>
William D. Lindberg           20,000 shares                     Accounting consulting services
Fran Newman                   20,000 shares                     EDGAR filing services
Iwona J. Alami                50,000 shares                     Legal services
Lynette Anne Muller          250,000 shares                     Consulting services (administrative)
Michael McInerney             10,000 shares                     Consulting services (administrative)
Joseph Dowen                  30,000 shares underlying option   Consulting services (video and website design)
Bo Linton                      2,500 shares                     Consulting services (exhibiting space services)
Susan Soares                   2,500 shares                     Consulting services (exhibiting space services)
Cliff H. Wilson              150,000 shares                     Consulting services (office and management)
Dr. Harold G. Campbell        400,000 shares underlying option   Consulting services (management)
</TABLE>

ITEM 8. EXHIBITS

*3.1     Articles of Incorporation of Mandalay Capital Corp.
*3.2     Articles of Amendment to the Articles of Incorporation of Mandalay
         Capital Corp.
*3.3     Bylaws of Save the World Air, Inc.
4.1      Specimen Common Stock Certificate (incorporated by reference to the
         Registrant's Registration Statement on Form 10-SB).
5        Opinion of Counsel as to the legality of securities being registered.
*10.1    Letter Agreement with Law Offices of Iwona J. Alami dated October 25,
         2000 regarding the issuance of stock.
10.2     Consulting Services Agreement with Lynette Anne Muller.
10.3     Agreement with Michael McInerney
10.4     Agreement with Joseph Dowen
10.5     Letter Agreement with Bo Linton and Susan Soares
10.6     Agreement with Cliff H. Wilson
10.7     Letter Agreement with Dr. Harold G. Campbell
23.1     Consent of Independent Public Accountants.
23.2     Consent of Legal Counsel (included in Exhibit 5).

------------------------
*   Previously filed with the Securities Exchange Commission as exhibits to
    registration statement on Form 10-SB, as amended.


<PAGE>

ITEM 9. UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that is meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Carrara, Australia, on October 10, 2001.

                                         SAVE THE WORLD AIR, INC.

                                         /s/ Jeffrey A. Muller
                                         ----------------------------------
                                         By: Jeffrey A. Muller
                                         Its: President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ Jeffrey A. Muller             President and Director
-----------------------------
Jeffrey A. Muller


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>saves8_ex5.txt
<TEXT>

<PAGE>
EXHIBIT 5

[LAW OFFICES OF IWONA J. ALAMI  LETTERHEAD]

Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549

         Re: Save the World Air, Inc.

Ladies and Gentlemen:

         This office represents Save the World Air, Inc., a Nevada corporation
(the "Registrant") in connection with the Registrant's Registration Statement on
Form S-8 under the Securities Act of 1933 (the "Registration Statement"), which
relates to the resale of up to 20,000 shares of common stock by William D.
Lindberg in accordance with a Letter Agreement between the Registrant and Mr.
Lindberg (the "Lindberg Shares"), the resale of up to 20,000 shares by Fran
Newman in accordance with a Letter Agreement between the Registrant and Fran
Newman (the "Newman Shares"), the resale of up to 50,000 shares of common stock
by Iwona J.Alami, the Registrant's legal counsel (the "Alami Shares"), the
resale of up to 250,000 shares by Lynette Anne Muller in accordance with a
Consulting Services Agreement between the Registrant and Lynette Anne Muller
(the "Muller Shares"), the resale of up to 10,000 by Michael McInerney in
accordance with an Agreement between the Registrant and Michael McInerey (the
"McInerney Shares"), the resale of up to 30,000 shares of common stock issuable
upon an option by Joseph Dowen in accordance with an Agreement between the
Registrant and Joseph Dowen (the "Dowen Shares"), the resale of up to 2,500
shares of common stock by Bo Linton in accordance with a Letter Agreement
between the Registrant and Bo Linton (the "Linton Shares"), the resale of up to
2,500 shares of common stock by Susan Soares in accordance with a Letter
Agreement between the Registrant and Susan Soares (the "Soares Shares"), the
resale of up to 150,000 shares of common stock by Cliff H. Wilson in accordance
with a Agreement between the Registrant and Cliff H. Wilson (the "Wilson
Shares") and the resale of up to 400,000 shares of common stock issuable upon an
exercise of an option by Dr. Harold G. Campbell in accordance with a Consulting
Agreement between the Registrant and Dr. Harold G. Campbell (the "Campbell
Shares") For purposes hereinafter, the Lindberg Shares, Newman Shares, Alami
Shares, Muller Shares, McInerney Shares, Dowen Shares, Linton Shares, Soares
Shares, Wilson Shares and Campbell Shares are collectively referred to as the
"Registered Securities." In connection with our representation, we have examined
such documents and undertaken such further inquiry as we consider necessary for
rendering the opinion hereinafter set forth.

         For purposes of this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the applicable
agreements and of such other documents, corporate records, certificates of
public officials and other instruments relating to the adoption and
implementation of the agreements as we deemed necessary or advisable for
purposes of this opinion. In our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as certified,
photostatic or conformed copies, and the authenticity of originals of all such
latter documents. We have also assumed the due execution and delivery of all
documents where due execution and delivery are prerequisites to the
effectiveness thereof.

         Based on the foregoing examination, we are of the opinion that the
Registered Securities are duly authorized and, when issued as set forth in the
Registration Statement, will be validly issued, fully paid and nonassessable.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references therein to our firm.

         By giving you this opinion and consent, we do not admit that we are
experts with respect to any part of the Registration Statement or Prospectus
within the meaning of the term "expert" as used in Section 11 of the Securities
Act of 1933, as amended, or the rules and regulations promulgated thereunder,
nor do we admit that we are in the category of persons whose consent is required
under Section 7 of said Act.

                             Law Offices of Iwona J. Alami

                                    /s/ Iwona J. Alami

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>saves8_ex10-2.txt
<TEXT>
<PAGE>
EXHIBIT 10.2

                           CONSULTING SERVICES AGREEMENT

This agreement was entered into on June 1, 2001 by and between Save the World
Air Inc. (the "Company") located at 19-21 Garden Grove, Carrara 4211 Qld
Australia and Mrs. Lyn Muller of the same address.

Mrs. L. Muller has a background in secretarial and office administration and
shall provide services to the COMPANY as an independent consultant and
subsequently shall make herself available to consult with the Board of
Directors, any employees and representatives and agents of the COMPANY at
reasonable times, concerning matters pertaining to the overall business
administrative and secretarial operations of the COMPANY as well as the
organization of any administrative staff of the COMPANY and is willing to
provide secretarial services to the COMPANY.

The term of this Agreement shall be initially for one (1) year, renewable upon
written consent of both parties. It is acknowledged and agreed that no other
conditions apply to this agreement and it is further acknowledged and agreed
that remuneration for said services is irrevocable, however, if Ms. Muller
terminates this Agreement prior to its expiration, she shall return to the
Company an unearned pro-rata number of shares.

Pursuant to this Agreement, it is acknowledged and agreed by the Company that
Ms. Muller carries no professional licenses, and is not agreeing to act as a
market maker or render legal advice or perform accounting services, nor act as
an investment advisor or broker-dealer within the meaning of applicable state
and federal securities laws. It is further acknowledged and agreed by the
Company that the services provided to the Company are not rendered in connection
with the offer and sale of Securities in a capital raising transaction. Ms.
Muller shall provide services to Company as an administrative/secretarial
consultant and make herself available to consult with the board of directors,
employees and representatives and agents of the Company at reasonable times,
concerning matters pertaining to the overall business administration of the
Company, as well as the organization of any administrative staff of the Company.
Ms. Muller shall also assist in the coordination of administrative activities.

Ms. Muller will not perform any activities that could subject her or Company to
violations of Federal or applicable state securities law.

It is agreed that in remuneration for those consulting services, Lyn Muller
shall receive two hundred and fifty thousand shares of Save the World Air, Inc.
(Symbol: ZERO), issued in the name of Lynette Anne Muller.

Signed and Agreed by the Parties:

/s/ Lynette Anne Muller                      /s/ Jeffrey Muller
 ................................             ...................................
Lynette Anne Muller                          Mr. Jeffrey Muller, Chairman
                                                  Save the World Air Inc.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>saves8_ex10-3.txt
<TEXT>

<PAGE>
EXHIBIT 10.3

                                   AGREEMENT

Dated this 1st Day of October 1999, between Michael McInerney of 10433 Wilshire
Blvd., Westwood, Los Angeles, CA 90024 & Save the World Air Inc., (STWA).

Michael McInerney to act as a consultant for the company and supply a Los
Angeles address for STWA mail and to supply fax and phone numbers for STWA and
to pass on all such mail and messages to STWA as it arrives.

This agreement is for a period of two years from today's date.

Michael McInerney has accumulated, as a part of this agreement, various expenses
including travel, automobile, etc.

Remuneration for the abovementioned services is to be 10,000 S-8 shares in STWA
at .60c in lieu of his services.

Pursuant to this agreement, it is acknowledged and agreed by the Company that
consultant carries no professional licenses, and is not agreeing to act as a
market maker or render legal advice or perform accounting services, nor act as
an investment advisor or broker-dealer within the meaning of applicable state
and federal securities laws. It is further acknowledged and agreed by the
Company that the services provided to the Company are not rendered in connection
with the offer and sale of Securities in a capital raising transaction.
Consultant does not undertake as part of this Agreement to provide loans,
investments or financing for the Company. Consultant will not perform any
activities that could subject Consultant or Company to violations of Federal or
applicable state securities law. Consultant is not engaged to act as agent,
broker, underwriter, or market maker for the securities of the Company.

Signed and agreed

/s/ Michael McInerney
--------------------------
Michael McInerney

/s/ Jeffrey A. Muller
--------------------------
Jeffrey A. Muller
Chairman, Save the World Air, Inc.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>saves8_ex10-4.txt
<TEXT>
<PAGE>
EXHIBIT 10.4

                                   AGREEMENT

Dated this 15th Day of January 1999, between Joseph Dowen of Terracourt Pty Ltd
& Save the World Air Inc., (STWA).

Dowen to act as a consultant for the company and supply corporate video
production & editing and original words and music for the company's theme song.
Also work on the company's web site including design and production.

This agreement is for a period of two years from today's date.

Remuneration for the abovementioned services is to be 30,000 S-8 share options
in STWA at .001c in lieu of his services.

Pursuant to this agreement, it is acknowledged and agreed by the Company that
consultant carries no professional licenses, and is not agreeing to act as a
market maker or render legal advice or perform accounting services, nor act as
an investment advisor or broker-dealer within the meaning of applicable state
and federal securities laws. It is further acknowledged and agreed by the
Company that the services provided to the Company are not rendered in connection
with the offer and sale of Securities in a capital raising transaction.
Consultant does not undertake as part of this Agreement to provide loans,
investments or financing for the Company. Consultant will not perform any
activities that could subject Consultant or Company to violations of Federal or
applicable state securities law. Consultant is not engaged to act as agent,
broker, underwriter, or market maker for the securities of the Company.

Signed and agreed

/s/ Joseph H. Dowen
--------------------------
Joseph H. Dowen

/s/ Jeffrey A. Muller
--------------------------
Jeffrey A. Muller
Chairman, Save the World Air, Inc.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>saves8_ex10-5.txt
<TEXT>

<PAGE>
EXHIBIT 10.5

May 28, 2001

This letter is the agreement between the parties Bo Linton and Susan Soares
hereafter referred to as "ICG" and Save the World Air, Inc. and Jeff Muller
hereafter referred to as the "Company". ICG provided services to the Company in
March by providing exhibiting space and promotional services at their Networking
evernt at the Reata Restaurant in Beverly Hills for which Company currently owes
ICG a total of 3,572 free-trading shares. Furthermore, ICG will provide further
services at the same type of event on June 13th, 2001 for an additional 1,428
free-trading shares.

The Company now agrees to issue 2,500 free-trading shares each to Bo Linton and
Susan Soares for the consideration outlined above within 30 days from this date.

Acknowledged and Agreed to by

/s/ Jeff Muller                                        May 28th, 2001
--------------------------------------------------------------------------------
Jeff Muller, Save the World Air, Inc.                       date

Bo Linton [ssn here]                             2,500 free-trading shares

Susan Soares [ssn here]                          2,500 free-trading shares
                                                 -------------------------
                                                 5,000 total free-trading shares


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>saves8_ex10-6.txt
<TEXT>

<PAGE>
EXHIBIT 10.6

                                    AGREEMENT

This Agreement was put together on March 23, 2001, and is made effective as of
October 1, 2001 by and between Save The World Air, Inc. of 1285 Avenue of the
Americas, 35th Flr, New York NY 10019-6028, and Universal Consulting & Business
Services, Inc., of 801 W.State Rd. 436 Suite 2023, Altamonte Springs, Florida
32714.

In this Agreement, the party who is contracting to receive services shall be
referred to as "STWA", and the party who will be providing the services shall be
referred to as "Universal Consulting".

STWA desires to have services provided by Universal Consulting.

Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES. Beginning on October 10, 2001, Universal Consulting
will provide the following services for a period of two years (collectively, the
"Services"): Universal Consulting will provide STWA with a Florida office which
includes phones, faxes and computers and qualified staff to maintain the running
of that office on a daily basis and taking STWA product orders. Further will
provide efficient service and as an independent management consultant and
subsequently shall make itself available to consult with the board of directors,
employees and representatives and agents of the Client at reasonable times,
concerning matters pertaining to the overall business and financial operations
of the Client, as well as the organizations of the administrative staff of the
Client, the fiscal policy of the Client, and is willing to provide services to
STWA based on this background. Pursuant to this agreement, it is acknowledged
and agreed by the Client that consultant carries no professional licenses, and
is not agreeing to act as a market maker or render legal advice or perform
accounting services, nor act as an investment advisor or broker-dealer within
the meaning of applicable state and federal securities laws. It is further
acknowledged and agreed by the Client that the services to be provided to the
Client is not considered to be rendered in connection with the offer and sale of
Securities in a capital raising transaction. Consultant will also assist in the
coordination activities and assist in the development and management of the
Client's, worldwide web based systems in support of marketing, sales, and
information distribution. Under the terms of this section of the agreement, the
Client will be granted ownership all software and related intellectual assets
developed by the Consultant in support of the web based systems for the Client.

<PAGE>

Consultant may, at the request of the Client, assist in the preparation of
written reports on financial or accounting matters, review final information,
analyze markets and report to the Client's Chairman of the Board of Directors or
Chief Executive Officer or President or a Vice President or Treasurer on
proposed acquisition opportunities, and develop short and long term strategic
business plans. In addition, Consultant shall provide liaison services to the
Client with respect to the Client's relationships with unaffiliated third
parties. Consultant does not undertake as part of this Agreement to provide
loans, investments or financing for the Client. Consultant will not perform any
activities that could subject Consultant or Client to violations of Federal or
applicable state securities law. Consultant is not engaged to act as agent,
broker, underwriter, or market maker for the securities of the Client.
Consultant further represents and warrants to the Client that neither Cliff H.
Wilson nor Universal Consulting & Business Services, Inc. are affiliates or
employees of any underwriter, market maker, or broker. Consultant will also
maintain and run an office on the behalf of Save The World Air, Inc. for the
duration of this agreement.

2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed
during normal business hours and STWA will rely on Universal Consulting to work
as many hours as may be reasonably necessary to fulfill Universal Consulting's
obligations under this Agreement.

3. PAYMENT. STWA will pay a fee to Universal Consulting for the remuneration for
these services, Universal Consulting & Business Services, Inc. will receive one
hundred fifty thousand (150,000) S8 shares from Save the World Air, Inc.
(Symbol: ZERO), to be issued in the name of Cliff H. Wilson (SSN# ###-##-####).

4. EXPENSE REIMBURSEMENT. Universal Consulting shall pay all "out-of-pocket"
expenses, and shall not be entitled to reimbursement from STWA. Universal
Consulting shall pay for, maintain and run the Florida office as described above
for STWA for the duration of this agreement.

5. NEW PROJECT APPROVAL. Universal Consulting and STWA recognize that Universal
Consulting's Services will include working on various projects for STWA.
Universal Consulting shall obtain the approval of STWA prior to the commencement
of a new project.


<PAGE>

6. TERM/TERMINATION. This Agreement shall be effective for a period of two years
after the date payment is received.

7. RELATIONSHIP OF PARTIES. The parties understand that Universal Consulting is
an independent contractor with respect to STWA, and not an employee of STWA.
STWA will not provide fringe benefits, including health insurance benefits, paid
vacation, or any other employee benefit, for the benefit of Universal Consulting
or its staff.

8. RETURN OF RECORDS. Upon termination of this Agreement, Universal Consulting
shall deliver all records, notes, data, memoranda, models, and equipment of any
nature that are in Universal Consulting's possession or under Universal
Consulting's control and that are STWA's property or relate to STWA's business.

9. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage prepaid, addressed as follows:

      IF for STWA:

           Save The World Air, Inc.
           Jeff Muller
           Chairman of the Board
           1285 Avenue of the Americas,
           35th Flr, New York  NY 10019-6028

      IF for Universal Consulting:

           Universal Consulting & Business Services, Inc.
           Clifford H. Wilson
           President
           801 W.State Rd. 436 Suite 2023
           Altamonte Springs, Florida  32714

Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.

10. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.

11. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.

12. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.

13. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.

14. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
Florida.

Party receiving services:
Save The World Air, Inc.

By: /s/ Jeff Muller
   ------------------------------------
   Jeff Muller
   Chairman of the Board

Party providing services:
Universal Consulting & Business Services, Inc.

By: /s/ Clifford H. Wilson
   ------------------------------------
   Clifford H. Wilson
   President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>9
<FILENAME>saves8_ex10-7.txt
<TEXT>

<PAGE>
EXHIBIT 10.7

September 25, 2001

From:    Dr. Hal Campbell, President
         Campbell and Associates

To:      Mr. Jeff Muller, CEO
         Save the World Air, Inc.

Subject: Letter of Agreement

1.       This letter of agreement is written to specify and confirm the terms
         and conditions of the consulting agreement between Campbell and
         Associates (Consultant) and Save the World Air Incorporated (Company),
         which is entered into on this date for a period of two years from the
         date of this agreement. It is acknowledged and agreed that no other
         conditions apply to this agreement and it is further acknowledged and
         agreed that remuneration for said services is irrevocable, however, if
         this Agreement is terminated prior to the expiration of the two year
         term by the Consultant, then the Consultant shall return to the Company
         the pro-rata amount of shares or options for the period during which
         the Consultant did not render any services. Should the Company elect to
         cancel or terminate this Agreement for any reason, it is understood and
         agreed that the Consultant shall retain ownership of the total amount
         of shares or options issued under this agreement and that the Company
         shall make no effort to revoke said shares or options.

2.       Pursuant to this agreement, it is acknowledged and agreed by the
         Company that consultant carries no professional licenses, and is not
         agreeing to act as a market maker or render legal advice or perform
         accounting services, nor act as an investment advisor or broker-dealer
         within the meaning of applicable state and federal securities laws. It
         is further acknowledged and agreed by the Company that the services to
         be provided to the Company are not considered to be rendered in
         connection with the offer and sale of Securities in a capital raising
         transaction. Consultant shall provide services to Company as an
         independent management consultant and subsequently shall make itself
         available to consult with the board of directors, employees and
         representatives and agents of the Company at reasonable times,
         concerning matters pertaining to the overall business operations of the
         Company, as well as the organizations of the administrative staff of
         the Company, the fiscal policy of the Company, and in general,
         concerning any problem of importance concerning the business affairs of
         the Company. Consultant will also assist in the coordination of
         activities and assist in the development and management of the
         Company's, worldwide web based systems. Under the terms of this section
         of the agreement, the Company will be granted ownership of all software
         and related intellectual assets developed by the Consultant in support
         of the web based systems for the Company.

3.       Consultant does not undertake as part of this Agreement to provide
         loans, investments or financing for the Company. Consultant will not
         perform any activities that could subject Consultant or Company to
         violations of Federal or applicable state securities law. Consultant is
         not engaged to act as agent, broker, underwriter, or market maker for
         the securities of the Company. Consultant further represents and
         warrants to the Company that neither Dr. Campbell nor Campbell and
         Associates are affiliates or employees of any underwriter, market
         maker, or broker.

4.       It is agreed that in remuneration for these services, Campbell and
         Associates will receive four hundred thousand shares of options for
         Save the World Air, Inc. (Symbol: ZERO), issued in the name of Harold
         G. Campbell (SSN# ###-##-####). These options are to be issued at an
         exercise price of .001 cents per share (the bid price per share as of
         April 19, 2001).

/s/ Dr. Harold G. Campbell                        /s/ Mr. Jeff Muller
------------------------------                    ------------------------------
Dr. Harold G. Campbell                            Mr. Jeff Muller, Chairman
Campbell and Associates                           Save the World Air, Inc

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>10
<FILENAME>saves8_ex23-1.txt
<TEXT>

<PAGE>
EXHIBIT 23.1

                             HOIBERG BUSINESS GROUP

1 October 2001

To Board of Directors
Save the World Air, Inc.

We hereby consent to the use incorporated by reference in this Form S-8 of our
Report dated April 15, 2001, relating to the consolidated financial statements
of Save the World Air, Inc. and consolidated subsidiaries.

Yours Faithfully,

/s/ Kevin Hoiberg

KEVIN HOIBERG
Auditor

                         HBG Pty Ltd ABN 91 939 940 251
        (as trustee for the Hoiberg Business Group Discretionary Trust)
                       PO Box 701, Maroochydore, Qld 4558
       Suite 19, Plaza Home Centre, 27 Evans Road, Maroochydore, Qld 4558
            Tel 07 5443 7600 Fax 07 5443 2435 Email admin@HBG.com.au

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
