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<SEC-DOCUMENT>0001019687-02-000590.txt : 20020416
<SEC-HEADER>0001019687-02-000590.hdr.sgml : 20020416
ACCESSION NUMBER:		0001019687-02-000590
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020328
ITEM INFORMATION:		Changes in registrant's certifying accountant
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		
FILED AS OF DATE:		20020412

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-29185
		FILM NUMBER:		02609830

	BUSINESS ADDRESS:	
		STREET 1:		1285 AVENUE OF THE AMERICAS
		STREET 2:		35TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019-6028
		BUSINESS PHONE:		2125544197

	MAIL ADDRESS:	
		STREET 1:		1285 AVE OF THE AMERICAS
		STREET 2:		35TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019-6028
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>savetheworld_8k-032802.txt
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -----------------------

                                    FORM 8-K
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 28, 2002

                            SAVE THE WORLD AIR, INC.
                            ------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

     NEVADA                            0-29185                    52-2088326
     ------                            -------                    ----------
(STATE OR OTHER                    (COMMISSION FILE             (IRS EMPLOYER
JURISDICTION OF                        NUMBER)               IDENTIFICATION NO.)
 INCORPORATION)

         29229 CANWOOD STREET, SUITE 206, AGOURA HILLS, CALIFORNIA 91301
         ---------------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 865-3500

              1285 AVENUE OF THE AMERICAS, 35TH FLOOR, NEW YORK, NY
              -----------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)



<PAGE>

                                TABLE OF CONTENTS
                                -----------------

Item 4. Changes in Registrant's Certifying Accountant.
Item 5. Other Events
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Item 9. Regulation FD Disclosure
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 16.1
EXHIBIT 99.1
- --------------------------------------------------------------------------------

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

(a)      DISMISSAL OF PRINCIPAL ACCOUNTANT.

Effective April 10, 2002, we dismissed our principal independent accountant,

Hoiberg Business Group, of Carrara, Queensland, Australia. Our board of
directors approved the replacement of Hoiberg Business Group with Good Swartz
Brown & Berns, LLP of Los Angeles, California.

The report of Hoiberg Business Group on our financial statements for the years
ended December 31, 2001 and December 31, 2000 did not contain an adverse opinion
or disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles, except that the report contained an
explanatory paragraph regarding our ability to continue as a going concern. The
dismissal of Hoiberg Business Group was effective as of April 10, 2002, and was
not due to any disagreement between us and Hoiberg Business Group.

During the two fiscal years prior to and preceding the resignation of Hoiberg
Business Group and any subsequent interim period preceding such resignation,
there were no disagreements with Hoiberg Business Group on any matter of
accounting principles or practices, financial statement disclosures or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
Hoiberg Business Group would have caused them to make reference thereto in their
report on our financial statements for the period.

We have provided Hoiberg Business Group with a copy of the disclosures contained
in this Report and have requested that Hoiberg Business Group furnish to us a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the statements made in this Report. A copy of Hoiberg
Business Group's letter is attached as Exhibit 16.1 to this Report.

(b)     ENGAGEMENT OF NEW INDEPENDENT ACCOUNTANT.

Effective April 10, 2002, we engaged Good Swartz Brown & Berns, LLP,
Los Angeles, California, as our independent auditor.

ITEM 5.  OTHER EVENTS.

CHANGE OF ADDRESS.

We have recently moved our corporate headquarters to 29229 Canwood Street, Suite
206, Agoura Hills, California 91301.

                                       2


<PAGE>

LATE FILING OF FORM 10-K.

We have not filed our Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, by March 31, 2002, or within 90 days after the end of our
last fiscal year. Because our new management has recently engaged a new
independent auditor, management believes that an additional 30 to 60 days will
be required to complete an audit of our financial statements, complete
management's review and analysis of our business and prepare the annual report.

Some shareholders may be unable to effect public resales of their shares in
reliance upon Rule 144 of the Securities Act of 1933, as amended until the
Company files our annual report. Those shareholders would include any
"affiliate" (as defined under Rule 144) and persons who are not affiliates, but
whose shares bear restrictive legends or were acquired from an affiliate and
have been held by that shareholder for less than two years. Rule 144 requires,
among other things, that we be current in our reporting or make similar
information generally available to our market makers and shareholders under Rule
15c2-11, that the sales be effected through a broker-dealer and that the seller
comply with a variety of other requirements and restrictions. However, shares
held by non-affiliates for more than two years generally may be free of such
restrictions. In addition, in some cases non-affiliates who acquired shares from
non-affiliates may tack the period that the shares were previously held to their
own holding periods.

LITIGATION.

On March 22, 2002, we signed a Consent to Final Judgment of Permanent
Injunction and Other Relief ("CONSENT") in settlement of the action styled
SECURITIES AND EXCHANGE COMMISSION V. SAVE THE WORLD AIR, INC., JEFFREY ALAN
MULLER AND BILLY BLACKWELDER, pending in the US District Court, Southern
District of New York (the "ACTION"). As part of the Consent and this settlement,
on March 28, 2002, the SEC filed the Consent and a (proposed) Final Judgment of
Permanent Injunction and Other Relief Against Save the World Air, Inc.
("ORDER"), which we expect will be approved by the court. The court
has scheduled a hearing to approve the Consent and Order on June 6, 2002. The
Company has neither admitted nor denied any wrongdoing. The Company's management
believes that this settlement serves the shareholders' best interests by
avoiding the costs and diversion of significant management time and Company
resources to protracted litigation with the federal government. Under this
settlement, we will not be required to pay any fines or restitution.
Subject to the court's approval of the Order, the Consent and Order will settle
the action as against the corporation only.

The Action will continue against Jeffrey Muller and Billy Blackwelder. Jeffrey
Muller is one of our directors and our Chairman of the Board . Mr. Muller is
contesting the allegations and litigation against him.

As a result of this settlement, management believes that further governmental
proceedings against us are unlikely. Nonetheless, the Consent and Order do not
foreclose actions against us or our management by the US Department of Justice,
state regulatory authorities or individual shareholders.

ITEM 7(C).  FINANCIAL STATEMENT AND EXHIBITS.

 (c) Exhibits

     Exhibit
      Number                                             Description
      ------                                             -----------

       16.1     Letter from Hoiberg Business Group addressed to the Securities
                and Exchange Commission Final Judgment of Permanent Injunction
                and Other Relief Against Save the World Air.

       99.1     Inc. and Consent to Final Judgment of Permanent Injunction and
                Other Relief.

                                       3



<PAGE>

ITEM 9.  REGULATION FD DISCLOSURE.

Under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended
("Exchange Act") and the rules promulgated thereunder, officers, directors,
affiliates, persons who are the beneficial owners of five percent or more of our
outstanding securities and certain other persons are required to file specific
reports with the SEC regarding the nature, extent of and changes in their
beneficial ownership of our securities. Pursuant to Rule 13d-3, beneficial
ownership of a security consists of sole or shared voting power (including the
power to vote or direct the voting) and/or sole or shared investment power
(including the power to dispose or direct the disposition) with respect to a
security whether through a contract, arrangement, understanding, relationship or
otherwise. Under Rule 12b-2, an "affiliate" of, or a person "affiliated" with, a
specified person, is a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person specified. The term "control" (including the terms "controlling,"
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by
contract, or otherwise.

Our new management has been told that Jeffrey Muller may control a significant
number of shares of Company common stock either directly or indirectly through
undisclosed arrangements concerning the voting and/or disposition of such
shares. In addition, the complaint filed by the Securities and Exchange
Commission alleges that Muller disposed of millions of shares in private
transactions (without the required public disclosure). To our knowledge, Mr.
Muller has filed no Forms 3, 4 or 5 as to his beneficial ownership or changes in
beneficial ownership. If these allegations are true, the shares acquired by the
recipients of those shares from Muller would likely be classified as "restricted
securities" under Rule 144 of the Securities Act of 1933, as amended, and
subject to restrictions on public resale.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: April 12, 2002                               SAVE THE WORLD AIR, INC.

                                                   By: /s/ Eugene E. Eichler
                                                       -------------------------
                                                       Eugene E. Eichler
                                                       Chief Financial Officer

                                       4


<PAGE>

                                INDEX TO EXHIBITS

     Exhibit
      Number                           Description
      ------                           -----------

       16.1     Letter from Hoiberg Business Group addressed to the Securities
                and Exchange Commission Final Judgment of Permanent Injunction
                and Other Relief Against Save the World Air.

       99.1     Inc. and Consent to Final Judgment of Permanent Injunction and
                Other Relief.

                                       5



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16.1
<SEQUENCE>3
<FILENAME>save_ex16-1.txt
<TEXT>

<PAGE>

Exhibit 16.1

                       [HOIBERG BUSINESS GROUP LETTERHEAD]

                                  April 3, 2002

Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549

Dear Sir or Madam:

We have read and agree with the comments in Item 4 of Form 8-K of Save the World
Air, Inc. dated March 28, 2002, with the exception of the statement made in Item
4(b), as to which we have no basis to agree or disagree.

Yours truly,

/s/ HOIBERG BUSINESS GROUP





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>save_ex99-1.txt
<TEXT>

<PAGE>
Exhibit 99.1

EDWIN H. NORDLINGER (EN-6258)
DEPUTY REGIONAL DIRECTOR
ATTORNEY FOR PLAINTIFF
SECURITIES AND EXCHANGE COMMISSION
NORTHEAST REGIONAL OFFICE
233 BROADWAY
NEW YORK, NY  10279
(646) 428-1630

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
- -----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION,

                                    PLAINTIFF,

                  V.                                    01 CV 11586
                                                        JUDGE GEORGE B. DANIELS
SAVE THE WORLD AIR, INC.,
JEFFREY ALAN MULLER, AND
BILLY BLACKWELDER,
                                    DEFENDANTS.

- -----------------------------------------------------------------------

                     FINAL JUDGMENT OF PERMANENT INJUNCTION
                            AND OTHER RELIEF AGAINST
                            SAVE THE WORLD AIR, INC.
                            ------------------------

         Plaintiff United States Securities and Exchange Commission
("Commission") having commenced this action on December 19, 2001 by filing its
Complaint ("Complaint") for injunctive and other equitable relief, charging,
among others, Defendant Save the World Air, Inc. ("STWA") with violations of
Section 17(a) of the Securities Act of 1933 [15 U.S.C. ss. 77q(a)], and Sections
10(b), 13(a) and 13(b) of the Securities Exchange Act of 1934 [15 U.S.C. ss.ss.
78j(b), 78m(a) and 78m(b)] and Rules 10b-5, 12b-20, 13a-1, 13a-13, and 13b2-1
thereunder [17 C.F.R. ss. 240.10b-5, 240.12b-20, 240.13a-1, 240.13a-13, and
240.13b2-1]; and defendant STWA, having executed the Consent of Save the World

                                       1





<PAGE>

Air, Inc. to Final Judgment of Permanent Injunction and Other Relief
("Consent"), which is annexed hereto, having admitted to the service of the
Summons and Complaint on it, having admitted to the jurisdiction of this Court
over it and over the subject matter of this action, having waived the entry of
findings of fact and conclusions of law pursuant to Rule 52 of the Federal Rules
of Civil Procedure, and without admitting or denying the allegations of the
Commission's Complaint (except as to jurisdiction, which are admitted), and
having consented to the entry of this Final Judgment of Permanent Injunction And
Other Equitable Relief Against Save the World Air, Inc. ("Final Judgment");
without further notice:
                                       I.

         IT IS ORDERED, ADJUDGED AND DECREED that defendant STWA, its agents,
servants, employees, attorneys-in-fact, and all persons in active concert or
participation with STWA who receive actual notice of this Final Judgment by
personal service or otherwise, and each of them, directly or indirectly, by
using any means or instruments of transportation or communication in interstate
commerce, or by using the mails, in connection with the offer or sale of any
security, be and hereby are permanently restrained and enjoined from:

(a) employing any device, scheme, or artifice to defraud;

(b) obtaining money or property by means of any untrue statement of a material
fact or any omission to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading; or

(c) engaging in any transaction, practice, or course of business which operates
or would operate as a fraud or deceit upon a purchaser, in violation of Section
17(a) of the Securities Act of 1933 [15 U.S.C.ss.77q(a)].

                                       2





<PAGE>

                                       II.

         IS FURTHER ORDERED, ADJUDGED AND DECREED that defendant STWA, its
agents, servants, employees, attorneys-in-fact, and all persons in active
concert or participation with them who receive actual notice of this Final
Judgment by personal service or otherwise, and each of them, directly or
indirectly, by the use of any means or instrumentality of interstate commerce,
or of the mails, or of any facility of a national securities exchange, in
connection with the purchase or sale of any security, be and hereby are
permanently restrained and enjoined from:

(a) employing any device, scheme, or artifice to defraud;

(b) making any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; or

(c) engaging in any act, practice, or course of business which operates or would
operate as a fraud or deceit upon any person, in violation of Section 10(b) of
the Securities Exchange Act of 1934 [15 U.S.C.ss.78j(b)] and Rule 10b-5
promulgated thereunder [17 C.F.R.ss.240.10b-5].

                                      III.

         IT IS FURTHER ORDERED, ADJUDGED AND DECREED that defendant STWA, its
agents, servants, employees, attorneys-in-fact, and all persons in active
concert or participation with STWA who receive actual notice of this Final
Judgment by personal service or otherwise, and each of them, directly or
indirectly, be and hereby are permanently restrained and enjoined from:

                                       3





<PAGE>

(a) failing to file with the Commission in accordance with the rules and
regulations prescribed by the Commission, such information and documents as the
Commission has prescribed;

(b) filing with the Commission information and documents, including the
amendments thereto, which contain false and materially misleading statements or
omissions of material fact;

(c) failing to make and keep books, records, and accounts, which, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of an issuer;

(d) failing to file such further material information as is necessary to make
the required statements made therein in light of the circumstances in which they
were made, not misleading; and

(e) falsifying or causing to be falsified any books, records, or accounts
subject to Section 13(b)(2)(A) of the Securities Exchange Act of 1934, in
violation of Sections 13(a) and 13(b) of the Exchange Act [15 U.S.C. ss.ss.
78m(a) and 78m(b)] and Exchange Act Rules 12b-20, 13a-1, 13a-13 and 13b2-1 [17
C.F.R. ss.ss. 240.12b-20, 240.13a-1, 240.13a-13, and 240.13b2-1].

                                       IV.

         IT IS FURTHER ORDERED that the attached Consent be, and hereby is,
incorporated herein with the same force and effect as if fully set forth herein.

                                       V.

         IT IS FURTHER ORDERED that STWA shall comply with the undertakings set
forth in the attached Consent.

                                       4





<PAGE>

                                       VI.

         IT IS FURTHER ORDERED that the Court shall retain jurisdiction of this
matter for all purposes, including, but not limited to, implementing and
enforcing the terms and conditions of this Final Judgment.

                                      VII.

         IT IS FURTHER ORDERED that the Court expressly determines that there is
no just reason for delay in the entry of this Final Judgment. The Clerk of the
Court is hereby directed pursuant to Rule 54(b) of the Federal Rules of Civil
Procedure to enter this Final Judgment forthwith.

                                      VIII.

         IT IS FURTHER ORDERED that pursuant to Rule 65(d) of the Federal Rules
of Civil Procedure, this Final Judgment is binding upon defendant STWA, its
officers, agents, servants, employees, and attorneys-in-fact, and upon those
persons in active concert or participation with them who receive actual notice
of this Final Judgment by personal service or otherwise.

Dated:            ________________, 2002

                                                    SO ORDERED:

                                                    ----------------------------
                                                    United States District Judge

                                       5





<PAGE>

EDWIN H. NORDLINGER (EN-6258)
DEPUTY REGIONAL DIRECTOR
ATTORNEY FOR PLAINTIFF
SECURITIES AND EXCHANGE COMMISSION
NORTHEAST REGIONAL OFFICE
233 BROADWAY
NEW YORK, NY  10279
(646) 428-1630

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
- -----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION,

                                    PLAINTIFF,

                  V.                                     01 CV 11586
                                                         JUDGE GEORGE B. DANIELS
SAVE THE WORLD AIR, INC.,
JEFFREY ALAN MULLER, AND
BILLY BLACKWELDER,
                                    DEFENDANTS.

- -----------------------------------------------------------------------

                     CONSENT OF SAVE THE WORLD AIR, INC. TO
             FINAL JUDGMENT OF PERMANENT INJUNCTION AND OTHER RELIEF
             -------------------------------------------------------

         1. Defendant Save the World Air, Inc. ("STWA"), upon the advice of
counsel and being fully apprised of its rights, having read and understood the
terms of the attached Final Judgment of Permanent Injunction and Other Equitable
Relief Against Save the World Air, Inc. ("Final Judgment"), admits to the
jurisdiction of this Court, waives the entry of findings of fact and conclusions
of law pursuant to Rule 52 of the Federal Rules of Civil Procedure, and without
further notice, prior trial, hearing, presentation of any evidence, adjudication

                                       1





<PAGE>

of any issue of fact, or argument, and without admitting or denying the
allegations contained in the Complaint of Plaintiff Securities and Exchange
Commission ("Commission") (except as to jurisdiction, which are admitted),
hereby consents to the entry of the annexed Final Judgment.

         2. STWA agrees that this Consent of Save the World Air, Inc. to Final
Judgment of Permanent Injunction and Other Relief ("Consent") shall be
incorporated by reference in and made part of the Final Judgment.

         3. STWA waives any right it may have to appeal from the Final Judgment.

         4. STWA agrees that it will not oppose the enforcement of the Final
Judgment on the ground, if any exists, that it fails to comply with Rule 65(d)
of the Federal Rules of Civil Procedure, and hereby waives any objection it may
have based thereon.

         5. STWA acknowledges that any violation of any of the terms of the
annexed Final Judgment may place it in contempt of this Court and subject it to
civil or criminal sanctions, or both.

         6. STWA enters into this Consent voluntarily and acknowledges that no
tender, offer, promise, or threat of any kind has been made by plaintiff
Commission, or any member, officer, attorney, agent, or representative, to
induce it to enter into this Consent.

         7. STWA acknowledges that it has read, understands, and agrees to
comply with the policy of the Commission, set forth in 17 C.F.R. ss. 202.5(e),
not to permit a defendant to consent to a judgment or order that imposes relief
or a sanction while denying any allegation in the Complaint or finding in a
judgment or order. In compliance with this policy, STWA agrees not to take any
action or make, or permit to be made, any public statement denying, directly or
indirectly, any allegations in the Complaint or creating the impression that the
Complaint or Final Judgment is without factual basis. If STWA breaches this
agreement, the Commission may petition the Court to vacate the Final Judgment
and restore this proceeding to the active docket. Nothing in this provision
affects STWA's (i) testimonial obligations or (ii) right to take legal positions

                                       2





<PAGE>

in litigation in which the Commission is not a party.

         8. STWA acknowledges that, subject to the procedures set forth in
Commission rules, it has been informed that the Commission, in its sole and
exclusive discretion, may refer this matter, or any information or evidence
gathered in connection therewith or derived therefrom, to any person or entity
having appropriate administrative, civil, or criminal jurisdiction.

         9. STWA acknowledges and agrees that this civil action, and its Consent
to the entry of the Final Judgment, are for the purposes of resolving this civil
action only, in conformity with the provisions of 17 C.F.R. ss. 202.5(f), and do
not resolve, affect, or preclude any other action or proceeding that may be
brought against STWA. Consistent with the provisions of 17 C.F.R. ss. 202.5(f),
STWA waives any claim of Double Jeopardy based upon the settlement of this
proceeding, including the imposition of any remedy or civil penalty herein. STWA
acknowledges that the Court's entry of a permanent injunction may have
collateral consequences under federal or state law and the rules and regulations
of self-regulatory organizations, licensing boards, and other regulatory
organizations.

         10. In connection with any continuing investigation or litigation by
the Commission in the matter giving rise to this Consent, Complaint and Final
Judgment, STWA, subject to the procedures set forth in Commission rules and the
privileges and protections available to STWA under state or federal law,
including the attorney-client privilege and attorney work-product protections,
undertakes to disclose truthfully to the Commission and its representatives all
information concerning STWA's own activities and the activities of others on any
matters about which the Commission may reasonably inquire, and undertakes
further to attend all meetings at which its presence is reasonably requested
with respect to the matters about which the Commission may reasonably inquire

                                       3





<PAGE>

and to appear and testify truthfully at any trial, hearing, or court or
administrative proceeding with respect to any matters about which the Commission
may request its testimony, all of which, as set forth above, relates to the
matter giving rise to this Consent, Complaint and Final Judgment. Further, in
connection with any such continuing Commission investigation or litigation in
the matter giving rise to this Consent, Complaint and Final Judgment, STWA
undertakes further, subject to the procedures set forth in the Commission rules
and the privileges and protections available to it under state or federal law,
to provide to the Commission any documents, records, or other tangible evidence
in its possession, custody, or control, relating to the matters about which the
Commission or its representatives may reasonably inquire. In connection with any
such continuing Commission investigation or litigation in the matter giving rise
to this Consent, Complaint, and Final Judgment, STWA agrees that it will not
assert the Fifth Amendment as a bar to providing any of the information required
hereunder.

         11. STWA acknowledges that this Consent embodies the entire
understanding of the parties concerning the settlement of this action.

         12. STWA consents further that this Court shall retain jurisdiction of
this matter for all purposes.

         13. Except as explicitly provided in this Final Judgment and Consent,
nothing herein is intended to or shall be construed to have created,
compromised, settled or adjudicated any claims, causes of action, or rights of
any person whomsoever, other than as between the Commission and STWA, in
accordance with the Consent.

                                       4





<PAGE>

         14. STWA states that it is its intention that this Consent, the
Complaint and Final Judgment not constitute collateral estoppel as to any issue
of law or fact nor constitute a record, report, statement or data compilation
within the meaning of Rule 803(8) of the Federal Rules of Evidence. STWA
understands that the Commission takes no position concerning STWA's statement or
its intention.

         15. STWA hereby waives any rights under the Equal Access to Justice
Act, the Small Business Regulatory Enforcement Fairness Act of 1996 or any other
provision of law to pursue reimbursement of attorney's fees or other fees,
expenses or costs expended by STWA to defend against this action. For these
purposes, STWA agrees that STWA is not the prevailing party in this action since
the parties have reached a good faith settlement.

         16. STWA hereby consents and agrees that the annexed Final Judgment may
be presented by the Commission to the Court for signature, filing, and entry
without further notice and delay.

         17. STWA agrees that service by first class mail to Leodis C. Matthews,
Esq., Matthews & Partners, 4322 Wilshire Boulevard, Suite 300, Los Angeles,
California, 90010, shall be deemed personal service for all correspondence,
service and notices as to any matter related to this Consent and the annexed

                                       5





<PAGE>

Final Judgment, unless STWA notifies the Commission otherwise by letter
addressed to counsel for the Securities and Exchange Commission, Northeast
Regional Office, 233 Broadway, New York, New York 10279.

Dated:   March _____, 2002
                                            Save the World Air, Incorporated

                                            By: _______________________

                                            Title:______________________

STATE OF NEW YORK)
                     )ss.:
COUNTY OF        )

         On this ___ day of _________, 2002, before me personally appeared
____________, to be known to be the person who executed the foregoing Consent of
Save the World Air, Inc. to Final Judgment of Permanent Injunction and Other
Equitable Relief Against Save the World Air, Inc., and did acknowledge to me
that he was authorized to execute the same on behalf of Save the World Air,
Incorporated.

                                                   -----------------------------
                                                   NOTARY PUBLIC

                                       6





<PAGE>

                                   RESOLUTION

                                       OF

                        SAVE THE WORLD AIR, INCORPORATED

RESOLVED, that

________________, _________ of Save the World Air, Incorporated, is authorized
and directed to execute on behalf of Save the World Air, Inc., the Consent of
Save the World Air, Inc. to Final Judgment of Permanent Injunction and Other
Relief dated _____________, 2002 as attached hereto and made part hereof.

                                    SAVE THE WORLD AIR, INCORPORATED

                                    --------------------------------------

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