<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>v85828exv99w2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.2

THIS DEED AND DOCUMENT OF CONVEYANCE is made this 7th day of November of the
year 2002.


BETWEEN:      THE TRUSTEE OF THE PROPERTY OF JEFFREY ALAN MULLER AND LYNETTE
              ANNE MULLER (BANKRUPTS) of Vincents, Insolvency and
              Reconstruction, Level 27, 239 George Street, Brisbane in the State
              of Queensland ("the Trustee")

AND:          SAVE THE WORLD AIR, INC, having its principal executive offices at
              29229 Canwood Street, Suite 206, Agoura Hills, California 91301
              ("STWA")

WHEREAS:

A.      Jeffrey Alan Muller and Lynette Anne Muller were adjudged and declared
        bankrupt by order of the Federal Magistrates Court of Australia on 1
        March 2002 and Nick Combis was appointed trustee in bankruptcy of their
        bankrupt estates.

B.      There is in existence a patent application in relation to an invention
        known as the "Zero Emission Fuel Saver Device" ("the Device").

C.      The patent application for the device is known as "international patent
        application no. PCT/AU01/00585" ("the Patent") and the bankrupt, Jeffrey
        Alan Muller, is listed as the inventor.

D.      By virtue of the Bankruptcy Act 1966, the Patent is an asset of the
        bankrupt estate of Jeffrey Alan Muller and/or Lynette Anne Muller.

E.      The Trustee has agreed to dispose, transfer and convey the Patent to
        STWA and STWA has agreed to acquire the Patent on the terms and
        conditions of this deed and document of conveyance.


NOW HEREFORTH THIS DEED AND CONVEYANCE WITNESSES AS FOLLOWS:


1.      ASSIGNMENT OF PATENT

1.1     The Trustee shall execute and deliver to STWA an assignment of all his
        right title and interest in and to the Patent in the form attached
        hereto in item 1 of the Schedule.

1.2     Upon the assignment in terms of clause 1.1 hereof:



<PAGE>

                                       2


        (a)     Any rights of the Trustee so assigned shall from the date hereof
                be rights applying for the benefit of STWA;

        (b)     All obligations of the Trustee, if any, under the Patent shall
                to the extent of the assignment be assumed by STWA and shall to
                that extent cease to be obligations of the Trustee.

1.3     For the purposes of the assignment in terms of clause 1.1 hereof, the
        Trustee will do everything reasonably required by STWA to give effect to
        the said assignment PROVIDED THAT STWA must pay and be responsible for
        all costs associated with the assignment and/or extension of the patent
        and its application and that if STWA wishes the Trustee to assist in
        this regard, the Trustee reserves his right to agree, in his absolute
        discretion, to do so but all costs and expenses payable to any patent
        attorneys and other advisors engaged by STWA must be paid by and be the
        responsibility of STWA.

1.4     In the event of any inconsistency between this deed and the form of
        assignment contained in item 1 of the Schedule, the parties agree that
        the terms of this deed shall prevail to the extent of the inconsistency.


2.      WARRANTIES

2.1     The Trustee warrants to STWA that:

        (a)     He was appointed trustee in bankruptcy of Jeffrey Alan Muller
                and Lynette Anne Muller by order of the Federal Magistrates
                Court of Australia on 1 March 2002:

        (b)     He is entitled by virtue of the Australian Bankruptcy Act 1966
                to acquire and to dispose by sale, deed or conveyance of any
                property of the bankrupts, Jeffrey Alan Muller and Lynette Anne
                Muller, including the Patent.

2.2     STWA warrants and agrees that:

        (a)     STWA has the capacity to enter into this transaction and to
                execute the deed and conveyance described herein;

        (b)     By entering into this deed, STWA is not breaching any law of the
                United States of America or any requirement of the United States
                Securities and Exchange Commission;



<PAGE>
                                       3



        (c)     It has the capacity to fully comply with this deed including but
                not limited to having the injunction referred to in clause
                4.1(d) released or discharged with respect to this transaction;

        (d)     STWA will take all steps that are necessary to prevent the
                Patent from lapsing and to register the patent for protection in
                certain National Venues, Territories and Jurisdictions selected,
                including to make timely payment of whatever moneys are
                necessary to patent attorneys and other advisors to prevent the
                lapsing of the Patent and to cause the registrations as
                described;

        (e)     It will provide whatever reasonable assistance the Trustee
                requests to enable him to acquire, market and/or to dispose of
                the Shares to be transferred in accordance with the
                consideration provision of this agreement.


3.      CONSIDERATION FOR ASSIGNMENT

3.1     In consideration for the assignment in terms of clause 1.1 hereof, STWA
        shall:

        (a)     Grant to the Trustee an irrevocable option to purchase 500,000
                shares of STWA at a purchase price of US$1.00 per share,
                exercisable by the Trustee for a period of up to ten (10) years
                from the date of this document hereof, subject to compliance
                with applicable U.S. federal and state securities laws and
                regulations, including Rule 144, as set out in item 2 of the
                Schedule;

        (b)     Execute and deliver to the Trustee a royalty agreement providing
                for the payment by STWA to the trustee of an ongoing royalty of
                US $0.20 per device sold by or on behalf of STWA. The royalty
                agreement will provide for quarterly written reports as to the
                number of devices' sold, together with an appropriate royalty
                calculation in arrears for the last quarterly period;

        (c)     Release to the Trustee any and all claims over shares (including
                causing such shares to be released from the pending injunction
                issued by the Federal District Court in United States of
                America, in the Southern District of New York) that are directly
                owned in the name of Jeffrey Alan Muller and Lynette Anne
                Muller, including:

                (i)     6,717 shares owned by Jeffrey Alan Muller; and

                (ii)    111,150 shares owned by Lynette Anne Muller,


<PAGE>
                                       4


                hereinafter called the "Shares";

        (d)     Release to the Trustee any and all claims over such shares
                (including causing such shares to be released from the pending
                injunction issued by the Federal District Court in United States
                of America, in the Southern District of New York) that are
                directly owned in the name of Jeffrey Alan Muller and Lynette
                Anne Muller as of the date of the above referenced Bankruptcy on
                1 March 2002, under whatever circumstances those shares are
                capable of being released to the trustee in the future, and
                specifically to include those share that may have been
                transferred by Jeffrey Alan Muller and Lynette Anne Muller after
                notice of the above Bankruptcy;

        (e)     Provide to the Trustee such assistance as is reasonably
                requested by the Trustee, including the provision of any
                documents requested by the Trustee in relation the any dealing
                by Jeffrey Alan Muller and Lynette Anne Muller with their shares
                in STWA since the date of their bankruptcy on 1 March 2002.


4.      ACKNOWLEDGEMENTS

4.1     The parties to this deed and conveyance each acknowledge that, subject
        to the warranties contained in clause 2:

        (a)     The Trustee gives no warranties other than those contained in
                clause 2 above;

        (b)     The terms of this deed do not dispose of or otherwise resolve
                certain ongoing disputes between STWA on the one hand and
                Jeffrey Alan Muller and Lynette Anne Muller on the other
                concerning other issues including claims by these parties in
                relation to a certain 10 million share option, alleged loans and
                other moneys owed;

        (c)     The issues referred to in subparagraph 4.1(b) hereof and the
                respective claims by both STWA on the one hand and Jeffrey Alan
                Muller and Lynette Anne Muller on the other, otherwise remain
                intact and unaffected by this deed and conveyance in so far as
                they are the subject of the proceedings before the US Federal
                District Court, SDNY, in case number 01-CIV-11586 (GBD);

        (d)     STWA will cause the current injunction issued by the US Federal
                District Court in relation to the Patent and Shares as described


<PAGE>
                                       5


                above to be released and/or discharged to enable the terms of
                this deed and conveyance to be performed;

        (e)     STWA shall notify the Trustee that the injunction issued by the
                US Federal District Court in relation to the Patent and Shares
                has been released and/or discharged, when released and/or
                discharged and will provide such proof that the action has been
                taken;

        (f)     The parties enter into this deed and conveyance fully and
                voluntarily on their own information and investigation;

        (g)     Each is aware that it or its advisors, agents or lawyers may
                discover facts different from or in addition to the facts that
                they now know or believe to be true with respect to the subject
                matter of this deed and conveyance that, it is their intention
                to and they do, fully, finally, absolutely and forever settle
                according to the provisions of this deed and conveyance any and
                all liabilities, claims, disputes and differences which now
                exist, or may exist or have ever existed between them relating
                in any way to the matters the subject of this transaction.


5.      JURISDICTION

5.1     This deed and conveyance shall be governed and construed in accordance
        with the laws of Queensland and the parties submit to the jurisdiction
        of the courts of Queensland.

5.2     In the event that any person (other than the trustee), including Jeffrey
        Alan Muller and Lynette Anne Muller (in the event of their discharge
        from bankruptcy) challenge or seek to challenge the terms and execution
        of this agreement, that dispute shall be governed by International
        Treaty between Australia and the United States. The Parties agree that
        any dispute will be submitted and resolved by International Arbitration
        Rules of the International Chamber of Commerce. To the extent patent or
        contractual law permit ownership or patent rights described under this
        agreement to be resolved under US law, such proceedings will be held in
        an appropriate jurisdiction of the United States.


6.      COUNTERPARTS

6.1     This deed and conveyance may be executed in any number of counterparts
        and all of those counterparts taken together shall constitute one and
        the same instrument.


<PAGE>
                                       6


7.      FURTHER ASSURANCES

7.1     Each party shall take all steps, execute all documents and do everything
        reasonably required by the other party to give effect to the
        transactions contemplated by this deed and conveyance.


8.      ENTIRE AGREEMENT

8.1     This deed embodies the entire agreement between the parties with respect
        to the subject matter of this deed and sets out the only conduct relied
        on by the parties and, to the fullest extent permissible by law,
        supersedes any prior negotiation, arrangement, understanding or
        agreement and all earlier conduct made by or existing between the
        parties with respect to the subject matter or any term of this deed.


9.      WAIVER

9.1     Any waiver of any provision of this deed or any consent to any departure
        from any provision of this deed by any party shall be in writing and
        signed by all parties affected by such waiver or departure.


10.     PROHIBITION AND ENFORCEABILITY

10.1    If it is held by a court of competent jurisdiction that:

        (a)     Any part of this deed is void, voidable, illegal or
                unenforceable; or

        (b)     This deed would be void, voidable, illegal or unenforceable
                unless any part of this deed was severed;

        then that part shall be severable from and shall not affect or derogate
        from the enforceability or validity of the parties' obligations or the
        continued operation of the rest of this deed. If the ownership and
        rights to the patent is valid under the laws of any forum either in the
        United States or Australia, such rights are enforceable.


11.     DEFINITIONS

11.1    In this deed the following words shall have the following meanings:

        (a)     "COMBIS" - means Nick Combis, the trustee in bankruptcy of
                Jeffrey Alan Muller and Lynette Anne Muller;


<PAGE>
                                       7


        (b)     "DEVICE" - means the "Zero Emission Fuel Saver Device";

        (c)     "PATENT" - means "international patent application no.
                PCT/AU01/00585", including any related patent application filed
                in Australia or elsewhere;

        (d)     "SHARES" - means the shares described in clause 3.1(c);

        (e)     "TRUSTEE" - means Combis.


12.     INTERPRETATION

12.1    In this deed, unless inconsistent:

        (a)     a reference to a clause, schedule is a reference to a clause of
                or schedule to this deed and a reference to this deed includes a
                recital, or schedule;

        (b)     a reference to this deed or another instrument is a reference to
                this deed or that instrument as amended, varied, novated or
                substituted from time to time;

        (c)     a reference to a statute, ordinance, code or other law, includes
                regulations and other instruments under it and consolidations,
                amendments, re-enactments or replacements of any of them;

        (d)     a word importing the singular includes the plural and vice
                versa, a word importing a gender includes each other gender and
                a reference to a person includes an individual, firm, body
                corporate, unincorporated association, government or
                governmental semi-government or local authority or agency;

        (e)     a reference to a person includes the person's executors,
                administrators, successors, substitutes (including persons
                taking, where permitted, by novation) permitted transferees and
                assigns;

        (f)     agreements on the part of two or more persons or for the benefit
                of two or more persons bind and benefit the persons jointly and
                severally where any act is to be performed by more than one
                person the obligation to do so is joint and several;

        (g)     a reference to writing shall include typing, telex, facsimile
                and all other means of reproducing words in a permanent and
                visible form;


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                                       8


        (h)     a reference to an act, matter or thing includes the whole or any
                part of that act, matter or thing and a reference to a group of
                acts, matters or things or persons includes each act, matter or
                thing or person in that group;

        (i)     headings are inserted for convenience only and are not part of
                this deed;

        (j)     if time expires of any day which is not a business day in the
                City of Brisbane then time will be taken to expire on the next
                day following which is a business day;

        (k)     any money payable pursuant to this deed shall be paid in US
                dollars and any reference herein to "dollars" or "$" is a
                reference to US dollars, unless stated otherwise.



<PAGE>
                                       9


                                    SCHEDULE


Item 1: (Clause 1.1) - Form of Assignment


                                PATENT ASSIGNMENT


This Agreement is by and between Nick Combis, Trustee, for Jeffery A. Muller
("Assignor") and Save the World Air, Inc. ("Assignee ").

WHEREAS, Assignor, has initiated actions to register rights to a certain
invention call the ZEFS device (the "Invention") and Assignor has filed a
pending patent application related thereto, both of which are described in
Exhibit A attached hereto (the "Patent"); and

WHEREAS, Assignee, wishes to acquire the entire rights, title, and interest in
the Invention and the Patent;

NOW, the parties agree as follows:


        1. ASSIGNMENT. Assignor does hereby irrevocably assign to Assignee all
        rights, title, and interest (including but not limited to, the Patent
        claims, all rights to prepare derivative mechanisms, the existing
        device, all related works, all goodwill and all other rights), in and to
        the Patent and the Invention.

        2. CONSIDERATION. In consideration for the assignment set forth in
        Section 1, Assignor shall pay Assignee in accordance with a separate
        agreement executed between Nick Combis, as trustee and STWA, of even
        date and the sum of $US 10.00, payable immediately.

        3. REPRESENTATIONS AND WARRANTIES. Assignor represents and warrants to
        Assignee:

        (a) Assignor has the right, power and authority to enter into this
        Agreement;

        (b) Assignor is conveying all its rights and claims as an owner of all
        right, title and interest, including all intellectual property rights,
        in the Invention and the Patent;

        (c) That to the best of his knowledge information and belief, the
        Invention and Patent are free of any actual or known liens, security
        interests, encumbrances or licenses, except for those held by the


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                                       10


        assignee, other than a bill of sale allegedly granted in favor of a
        Walter Doyle, details of which have not been provided by Mr Doyle;

        4. ATTORNEY'S FEES. Should either party hereto, or any heir, personal
        representative, successor or assign of either party hereto, resort to
        litigation to enforce this Agreement, the party prevailing in such
        litigation shall be entitled, in addition to such other relief as may be
        granted, to recover its or their reasonable attorneys' fees and costs in
        such litigation from the party against whom enforcement was sought.

        5. ENTIRE AGREEMENT. This Agreement, contains the entire understanding
        and agreement between the parties hereto with respect to its subject
        matter and supersedes any prior or contemporaneous written or oral
        agreements, representations or warranties between them respecting the
        subject matter hereof.

        6. AMENDMENT. This Agreement may be amended only by a writing signed by
        both parties.

        7. SEVERABILITY. If any term, provision, covenant or condition of this
        Agreement, or the application thereof to any person, place or
        circumstance, shall be held by a court of competent jurisdiction to be
        invalid, unenforceable or void, the remainder of this Agreement and such
        term, provision, covenant or condition as applied to other persons,
        places and circumstances shall remain in full force and effect.

        8. AGREEMENT TO PERFORM NECESSARY ACTS. Assignor agrees to perform any
        further acts and execute and deliver any documents that may be
        reasonably necessary to carry out the provisions of this Agreement.

        9. GOVERNING LAW. This Agreement shall be construed in accordance with
        the Laws of the State of Queensland, Australia.

        10. APPLICATION OF ASSIGNMENT. This Agreement is to be applicable for
        all national filings and submission for registration in any jurisdiction
        or forum where the patent rights may be acquired or claimed.

        Nick Combis, Trustee                           Save the World Air, Inc

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



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                                       11


Item 2: (Clause 3.1(a)) - United States of America, Securities Act of 1933, as
amended, and the Securities Act of 1934, and the rules of the U.S. Securities
and Exchange Commission promulgated thereunder - Rule 144


                          GENERAL RULES AND REGULATIONS
                                   PROMULGATED
                                    UNDER THE
                             SECURITIES ACT OF 1933


RULE 144 -- PERSONS DEEMED NOT TO BE ENGAGED IN A DISTRIBUTION AND THEREFORE NOT
UNDERWRITERS


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


PRELIMINARY NOTE TO RULE 144

Rule 144 is designed to implement the fundamental purposes of the Act, as
expressed in its preamble, "To provide full and fair disclosure of the character
of the securities sold in interstate commerce and through the mails, and to
prevent fraud in the sale thereof . . . " The rule is designed to prohibit the
creation of public markets in securities of issuers concerning which adequate
current information is not available to the public. At the same time, where
adequate current information concerning the issuer is available to the public,
the rule permits the public sale in ordinary transactions of limited amounts of
securities owned by persons controlling, controlled by or under common control
with the issuer and by persons who have acquired restricted securities of the
issuer.

Certain basic principles are essential to an understanding of the requirement of
registration in the Act:

        1.      If any person utilizes the jurisdictional means to sell any
                non-exempt security to any other person, the security must be
                registered unless a statutory exemption can be found for the
                transaction.

        2.      In addition to the exemptions found in Section 3, four
                exemptions applicable to transactions in securities are
                contained in Section 4. Three of these Section 4 exemptions are
                clearly not available to anyone acting as an "underwriter" of
                securities. (The fourth, found in Section 4(4), is available
                only to those who act as brokers under certain limited
                circumstances.) An understanding of the term "underwriter" is
                therefore important to anyone who wishes to determine whether or
                not an exemption from registration is available for his sale of
                securities.



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                                       12


The term underwriter is broadly defined in Section 2(11) of the Act to mean any
person who has purchased from an issuer with a view to, or offers or sells for
an issuer in connection with, the distribution of any security, or participates
or has a direct or indirect participation in any such undertaking, or
participates or has a participation in the direct or indirect underwriting of
any such undertaking. The interpretation of this definition has traditionally
focused on the words "with a view to" in the phrase "purchased from an issuer
with a view to . . . distribution." Thus, an investment banking firm which
arranges with an issuer for the public sale of its securities is clearly an
"underwriter" under that Section. Individual investors who are not professionals
in the securities business may also be "underwriters" within the meaning of that
term as used in the Act if they act as links in a chain of transactions through
which securities move from an issuer to the public. Since it is difficult to
ascertain the mental state of the purchaser at the time of his acquisition,
subsequent acts and circumstances have been considered to determine whether such
person took with a view to distribution at the time of his acquisition. Emphasis
has been placed on factors such as the length of time the person has held the
securities and whether there has been an unforeseeable change in circumstances
of the holder. Experience has shown, however, that reliance upon such factors as
the above has not assured adequate protection of investors through the
maintenance of informed trading markets and has led to uncertainty in the
application of the registration provisions of the Act.

It should be noted that the statutory language of Section 2(11) is in the
disjunctive. Thus, it is insufficient to conclude that a person is not an
underwriter solely because he did not purchase securities from an issuer with a
view to their distribution. It must also be established that the person is not
offering or selling for an issuer in connection with the distribution of the
securities, does not participate or have a direct or indirect participation in
any such undertaking, and does not participate or have a participation in the
direct or indirect underwriting of such an undertaking.

In determining when a person is deemed not to be engaged in a distribution
several factors must be considered.

First, the purpose and underlying policy of the Act to protect investors
requires that there be adequate current information concerning the issuer,
whether the resales of securities by persons result in a distribution or are
effected in trading transactions. Accordingly, the availability of the rule is
conditioned on the existence of adequate current public information.

Secondly, a holding period prior to resale is essential, among other reasons, to
assure that those persons who buy under a claim of a Section 4(2) exemption have
assumed the economic risks of investment, and therefore are not acting as
conduits for sale to the public of unregistered securities, directly or
indirectly, on behalf of an issuer. It should be noted, that there is nothing in
Section 2(11) which places a time limit on a person's status as an underwriter.
The public has the same need for protection afforded by registration whether the
securities are distributed shortly after their purchase or after a considerable
length of time.


<PAGE>
                                       13


A third factor, which must be considered in determining what is deemed not to
constitute a "distribution," is the impact of the particular transaction or
transactions on the trading markets. Section 4(1) was intended to exempt only
routine trading transactions between individual investors with respect to
securities already issued and not to exempt distributions by issuers or acts of
other individuals who engage in steps necessary to such distributions.
Therefore, a person reselling securities under Section 4(1) of the Act must sell
the securities in such limited quantities and in such a manner as not to disrupt
the trading markets. The larger the amount of securities involved, the more
likely it is that such resales may involve methods of offering and amounts of
compensation usually associated with a distribution rather than routine trading
transactions. Thus, solicitation of buy orders or the payment of extra
compensation are not permitted by the rule.

In summary, if the sale in question is made in accordance with all of the
provisions of the rule, as set forth below, any person who sells restricted
securities shall be deemed not to be engaged in a distribution of such
securities and therefore not an underwriter thereof. The rule also provides that
any person who sells restricted or other securities on behalf of a person in a
control relationship with the issuer shall be deemed not to be engaged in a
distribution of such securities and therefore not to be an underwriter thereof,
if the sale is made in accordance with all the conditions of the rule.


        a.      Definitions. The following definitions shall apply for the
                purposes of this rule.

                1.      An "affiliate" of an issuer is a person that directly,
                        or indirectly through one or more intermediaries,
                        controls, or is controlled by, or is under common
                        control with, such issuer.

                2.      The term "person" when used with reference to a person
                        for whose account securities are to be sold in reliance
                        upon this rule includes, in addition to such person, all
                        of the following persons:

                        i.      Any relative or spouse of such person, or any
                                relative of such spouse, any one of whom has the
                                same home as such person;

                        ii.     Any trust or estate in which such person or any
                                of the persons specified in paragraph (a)(2)(i)
                                of this section collectively own ten percent or
                                more of the total beneficial interest or of
                                which any of such persons serve as trustee,
                                executor or in any similar capacity; and

                        iii.    Any corporation or other organization (other
                                than the issuer) in which such person or any of
                                the persons specified in paragraph (a)(2)(i) of
                                this section are the beneficial owners
                                collectively of ten


<PAGE>
                                       14


                                percent or more of any class of equity
                                securities or ten percent or more of the equity
                                interest.

                3.      The term restricted securities means:

                        i.      Securities acquired directly or indirectly from
                                the issuer, or from an affiliate of the issuer,
                                in a transaction or chain of transactions not
                                involving any public offering;

                        ii.     Securities acquired from the issuer that are
                                subject to the resale limitations of Rule 502(d)
                                under Regulation D or Rule 701(c);

                        iii.    Securities acquired in a transaction or chain of
                                transactions meeting the requirements of Rule
                                144A;

                        iv.     Securities acquired from the issuer in a
                                transaction subject to the conditions of
                                Regulation CE;

                        v.      Equity securities of domestic issuers acquired
                                in a transaction or chain of transactions
                                subject to the conditions of Rule 901 or Rule
                                903 under Regulation S;

                        vi.     Securities acquired in a transaction made under
                                Rule 801 to the same extent and proportion that
                                the securities held by the security holder of
                                the class with respect to which the rights
                                offering was made were as of the record date for
                                the rights offering "restricted securities"
                                within the meaning of this paragraph (a)(3); and

                        vii.    Securities acquired in a transaction made under
                                Rule 802 to the same extent and proportion that
                                the securities that were tendered or exchanged
                                in the exchange offer or business combination
                                were "restricted securities" within the meaning
                                of this paragraph (a)(3).

        b.      Conditions to Be Met. Any affiliate or other person who sells
                restricted securities of an issuer for his own account, or any
                person who sells restricted or any other securities for the
                account of an affiliate of the issuer of such securities, shall
                be deemed not to be engaged in a distribution of such securities
                and therefore not to be an underwriter thereof within the
                meaning of Section 2(11) of the Act if all of the conditions of
                this rule are met.

        c.      Current Public Information. There shall be available adequate
                current public information with respect to the issuer of the
                securities. Such information shall be deemed to be available
                only if either of the following conditions is met:

                1.      Filing of Reports. The issuer has securities registered
                        pursuant to Section 12 of the Securities Exchange Act of
                        1934, has been subject to the reporting requirements of
                        Section 13 of that Act for a period of at least 90 days
                        immediately preceding the sale of the securities and has
                        filed all the


<PAGE>
                                       15


                        reports required to be filed thereunder during the 12
                        months preceding such sale (or for such shorter period
                        that the issuer was required to file such reports); or
                        has securities registered pursuant to the Securities Act
                        of 1933, has been subject to the reporting requirements
                        of Section 15(d) of the Securities Exchange Act of 1934
                        for a period of at least 90 days immediately preceding
                        the sale of the securities and has filed all the reports
                        required to be filed thereunder during the 12 months
                        preceding such sale (or for such shorter period that the
                        issuer was required to file such reports). The person
                        for whose account the securities are to be sold shall be
                        entitled to rely upon a statement in whichever is the
                        most recent report, quarterly or annually, required to
                        be filed and filed by the issuer that such issuer has
                        filed all reports required to be filed by Section 13 or
                        15(d) of the Securities Exchange Act of 1934 during the
                        preceding 12 months (or for such shorter period that the
                        issuer was required to file such reports) and has been
                        subject to such filing requirements for the past 90
                        days, unless he knows or has reason to believe that the
                        issuer has not complied with such requirements. Such
                        person shall also be entitled to rely upon a written
                        statement from the issuer that it has complied with such
                        reporting requirements unless he knows or has reason to
                        believe that the issuer has not complied with such
                        requirements.

                2.      Other Public Information. If the issuer is not subject
                        to Section 13 or 15(d) of the Securities Exchange Act of
                        1934, there is publicly available the information
                        concerning the issuer specified in paragraphs (a)(5)(i)
                        to (xiv), inclusive, and paragraph (a)(5)(xvi) of Rule
                        15c2-11 under that Act or, if the issuer is an insurance
                        company, the information specified in Section
                        12(g)(2)(G)(i) of that Act.

        d.      Holding Period for Restricted Securities. If the securities sold
                are restricted securities, the following provisions apply:

                1.      General Rule. A minimum of one year must elapse between
                        the later of the date of the acquisition of the
                        securities from the issuer or from an affiliate of the
                        issuer, and any resale of such securities in reliance on
                        this section for the account of either the acquiror or
                        any subsequent holder of those securities. If the
                        acquiror takes the securities by purchase, the one-year
                        period shall not begin until the full purchase price or
                        other consideration is paid or given by the person
                        acquiring the securities from the issuer or from an
                        affiliate of the issuer.

                2.      Promissory Notes, Other Obligations or Installment
                        Contracts. Giving the issuer or affiliate of the issuer
                        from whom the securities were purchased a promissory
                        note or other obligation to pay the purchase price, or
                        entering into an installment purchase contract with such
                        person, shall not be deemed full payment of the purchase
                        price unless the promissory note, obligation or
                        contract:


<PAGE>
                                       16


                        i.      provides for full recourse against the purchaser
                                of the securities;

                        ii.     is secured by collateral, other than the
                                securities purchased, having a fair market value
                                at least equal to the purchase price of the
                                securities purchased; and

                        iii.    shall have been discharged by payment in full
                                prior to the sale of the securities.

                3.      Determination of Holding Period. The following
                        provisions shall apply for the purpose of determining
                        the period securities have been held:

                        i.      Stock Dividends, Splits and Recapitalizations.
                                Securities acquired from the issuer as a
                                dividend or pursuant to a stock split, reverse
                                split or recapitalization shall be deemed to
                                have been acquired at the same time as the
                                securities on which the dividend or, if more
                                than one, the initial dividend was paid, the
                                securities involved in the split or reverse
                                split, or the securities surrendered in
                                connection with the recapitalization;

                        ii.     Conversions. If the securities sold were
                                acquired from the issuer for a consideration
                                consisting solely of other securities of the
                                same issuer surrendered for conversion, the
                                securities so acquired shall be deemed to have
                                been acquired at the same time as the securities
                                surrendered for conversion;

                        iii.    Contingent Issuance of Securities. Securities
                                acquired as a contingent payment of the purchase
                                price of an equity interest in a business, or
                                the assets of a business, sold to the issuer or
                                an affiliate of the issuer shall be deemed to
                                have been acquired at the time of such sale if
                                the issuer or affiliate was then committed to
                                issue the securities subject only to conditions
                                other than the payment of further consideration
                                for such securities. An agreement entered into
                                in connection with any such purchase to remain
                                in the employment of, or not to compete with,
                                the issuer or affiliate or the rendering of
                                services pursuant to such agreement shall not be
                                deemed to be the payment of further
                                consideration for such securities.

                        iv.     Pledged Securities. Securities which are bona
                                fide pledged by an affiliate of the issuer when
                                sold by the pledgee, or by a purchaser, after a
                                default in the obligation secured by the pledge,
                                shall be deemed to have been acquired when they
                                were acquired by the pledgor, except that if the
                                securities were pledged without recourse they
                                shall be deemed to have been acquired by the
                                pledgee at the time of the pledge or by the
                                purchaser at the time of purchase.


<PAGE>
                                       17


                        v.      Gifts of Securities. Securities acquired from an
                                affiliate of the issuer by gift shall be deemed
                                to have been acquired by the donee when they
                                were acquired by the donor;

                        vi.     Trusts. Where a trust settlor is an affiliate of
                                the issuer, securities acquired from the settlor
                                by the trust, or acquired from the trust by the
                                beneficiaries thereof, shall be deemed to have
                                been acquired when such securities were acquired
                                by the settlor;

                        vii.    Estates. Where a deceased person was an
                                affiliate of the issuer, securities held by the
                                estate of such person or acquired from such an
                                estate by the beneficiaries thereof shall be
                                deemed to have been acquired when they were
                                acquired by the deceased person, except that no
                                holding period is required if the estate is not
                                an affiliate of the issuer or if the securities
                                are sold by a beneficiary of the estate who is
                                not such an affiliate.

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

                                Note. While there is no holding period or amount
                                limitation for estates and beneficiaries thereof
                                which are not affiliates of the issuer,
                                paragraphs (c), (h) and (i) of the rule apply to
                                securities sold by such persons in reliance upon
                                the rule.

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

                        viii.   Rule 145(a) transactions. The holding period for
                                securities acquired in a transaction specified
                                in Rule 145(a) shall be deemed to commence on
                                the date the securities were acquired by the
                                purchaser in such transaction. This provision
                                shall not apply, however, to a transaction
                                effected solely for the purpose of forming a
                                holding company.

        e.      Limitation on amount of securities sold. Except as hereinafter
                provided, the amount of securities which may be sold in reliance
                upon this rule shall be determined as follows:

                1.      Sales by affiliates. If restricted or other securities
                        sold for the account of an affiliate of the issuer, the
                        amount of securities sold, together with all sales of
                        restricted and other securities of the same class for
                        the account of such person within the preceding three
                        months, shall not exceed the greater of

                        i.      one percent of the shares or other units of the
                                class outstanding as shown by the most recent
                                report or statement published by the issuer, or


<PAGE>
                                       18


                        ii.     the average weekly reported volume of trading in
                                such securities on all national securities
                                exchanges and/or reported through the automated
                                quotation system of a registered securities
                                association during the four calendar weeks
                                preceding the filing of notice required by
                                paragraph (h), or if no such notice is required
                                the date of receipt of the order to execute the
                                transaction by the broker or the date of
                                execution of the transaction directly with a
                                market maker, or

                        iii.    the average weekly volume of trading in such
                                securities reported through the consolidated
                                transaction reporting system contemplated by
                                Rule 11Aa3-1 under the Securities Exchange Act
                                of 1934 during the four-week period specified in
                                subdivision (ii) of this paragraph.

                2.      Sales by persons other than affiliates. The amount of
                        restricted securities sold for the account of any person
                        other than an affiliate of the issuer, together with all
                        other sales of restricted securities of the same class
                        for the account of such person within the preceding
                        three months, shall not exceed the amount specified in
                        paragraphs (e)(1)(i), (1)(ii) or (1)(iii) of this
                        section, whichever is applicable, unless the conditions
                        in paragraph (k) of this rule are satisfied.

                3.      Determination of Amount. For the purpose of determining
                        the amount of securities specified in paragraphs (e)(1)
                        and (2) of this rule, the following provisions shall
                        apply:

                        i.      Where both convertible securities and securities
                                of the class into which they are convertible are
                                sold, the amount of convertible securities sold
                                shall be deemed to be the amount of securities
                                of the class into which they are convertible for
                                the purpose of determining the aggregate amount
                                of securities of both classes sold;

                        ii.     The amount of securities sold for the account of
                                a pledgee thereof, or for the account of a
                                purchaser of the pledged securities, during any
                                period of three months within one year after a
                                default in the obligation secured by the pledge,
                                and the amount of securities sold during the
                                same three-month period for the account of the
                                pledgor shall not exceed, in the aggregate, the
                                amount specified in paragraph (e)(1) or (2) of
                                this section, whichever is applicable.

                        iii.    The amount of securities sold for the account of
                                a donee thereof during any period of three
                                months within one year after the donation, and
                                the amount of securities sold during the same
                                three-month period for the account of the donor,
                                shall not exceed, in the


<PAGE>
                                       19


                                aggregate, the amount specified in paragraph
                                (e)(1) or (2) of this section, whichever is
                                applicable;

                        iv.     Where securities were acquired by a trust from
                                the settlor of the trust, the amount of such
                                securities sold for the account of the trust
                                during any period of three months within one
                                year after the acquisition of the securities by
                                the trust, and the amount of securities sold
                                during the same three-month period for the
                                account of the settlor, shall not exceed, in the
                                aggregate, the amount specified in paragraph
                                (e)(1) or (2) of this paragraph, whichever is
                                applicable;

                        v.      The amount of securities sold for the account of
                                the estate of a deceased person, or for the
                                account of a beneficiary of such estate, during
                                any period of three months and the amount of
                                securities sold during the same period for the
                                account of the deceased person prior to his
                                death shall not exceed, in the aggregate, the
                                amount specified in subparagraph (1) or (2) of
                                this paragraph, whichever is applicable;
                                Provided, That no limitation on amount shall
                                apply if the estate or beneficiary thereof is
                                not an affiliate of the issuer;

                        vi.     When two or more affiliates or other persons
                                agree to act in concert for the purpose of
                                selling securities of an issuer, all securities
                                of the same class sold for the account of all
                                such persons during any period of three months
                                shall be aggregated for the purpose of
                                determining the limitation on the amount of
                                securities sold;

                        vii.    The following sales of securities need not be
                                included in determining the amount of securities
                                sold in reliance upon this section: securities
                                sold pursuant to an effective registration
                                statement under the Act; securities sold
                                pursuant to an exemption provided by Regulation
                                A under the Act; securities sold in a
                                transaction exempt pursuant to Section 4 of the
                                Act and not involving any public offering; and
                                securities sold offshore pursuant to Regulation
                                S under the Act.

        f.      Manner of sale. The securities shall be sold in "brokers'
                transactions" within the meaning of section 4(4) of the Act or
                in transactions directly with a "market maker," as that term is
                defined in section 3(a)(38) of the Securities Exchange Act of
                1934, and the person selling the securities shall not

                1.      solicit or arrange for the solicitation of orders to buy
                        the securities in anticipation of or in connection with
                        such transaction, or

                2.      make any payment in connection with the offer or sale of
                        the securities to any person other than the broker who
                        executes the order to sell the


<PAGE>
                                       20


                        securities. The requirements of this paragraph, however,
                        shall not apply to securities sold for the account of
                        the estate of a deceased person or for the account of a
                        beneficiary of such estate provided the estate or
                        beneficiary thereof is not an affiliate of the issuer;
                        nor shall they apply to securities sold for the account
                        of any person other than an affiliate of the issuer,
                        provided the conditions of paragraph (k) of this rule
                        are satisfied.

        g.      Brokers' Transactions. The term "brokers' transactions" in
                Section 4(4) of the Act shall for the purposes of this rule be
                deemed to include transactions by a broker in which such
                broker--

                1.      does no more than execute the order or orders to sell
                        the securities as agent for the person for whose account
                        the securities are sold; and receives no more than the
                        usual and customary broker's commission;

                2.      neither solicits nor arranges for the solicitation of
                        customers' orders to buy the securities in anticipation
                        of or in connection with the transaction; provided, that
                        the foregoing shall not preclude

                        i.      inquiries by the broker of other brokers or
                                dealers who have indicated an interest in the
                                securities within the preceding 60 days,

                        ii.     inquiries by the broker of his customers who
                                have indicated an unsolicited bona fide interest
                                in the securities within the preceding 10
                                business days; or

                        iii.    the publication by the broker of bid and ask
                                quotations for the security in an inter-dealer
                                quotation system provided that such quotations
                                are incident to the maintenance of a bona fide
                                inter-dealer market for the security for the
                                broker's own account and that the broker has
                                published bona fide bid and ask quotations for
                                the security in an inter-dealer quotation system
                                on each of at least twelve days within the
                                preceding thirty calendar days with no more than
                                four business days in succession without such
                                two-way quotations;

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

                                Note to Subparagraph g(2)(ii): The broker should
                                obtain and retain in his files written evidence
                                of indications of bona fide unsolicited interest
                                by his customers in the securities at the time
                                such indications are received.

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

                3.      after reasonable inquiry is not aware of circumstances
                        indicating that the person for whose account the
                        securities are sold is an underwriter with


<PAGE>
                                       21


                        respect to the securities or that the transaction is a
                        part of a distribution of securities of the issuer.
                        Without limiting the foregoing, the broker shall be
                        deemed to be aware of any facts or statements contained
                        in the notice required by paragraph (h) below.

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

                Notes

                i.      The broker, for his own protection, should obtain and
                        retain in his files a copy of the notice required by
                        paragraph (h).

                ii.     The reasonable inquiry required by paragraph (g)(3) of
                        this section should include, but not necessarily be
                        limited to, inquiry as to the following matters:

                        a.      The length of time the securities have been held
                                by the person for whose account they are to be
                                sold. If practicable, the inquiry should include
                                physical inspection of the securities;

                        b.      The nature of the transaction in which the
                                securities were acquired by such person;

                        c.      The amount of securities of the same class sold
                                during the past three months by all persons
                                whose sales are required to be taken into
                                consideration pursuant to paragraph (e) of this
                                section;

                        d.      Whether such person intends to sell additional
                                securities of the same class through any other
                                means;

                        e.      Whether such person has solicited or made any
                                arrangement for the solicitation of buy orders
                                in connection with the proposed sale of
                                securities;

                        f.      Whether such person has made any payment to any
                                other person in connection with the proposed
                                sale of the securities; and

                        g.      The number of shares or other units of the class
                                outstanding, or the relevant trading volume


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

h.      Notice of proposed sale. If the amount of securities to be sold in
        reliance upon the rule during any period of three months exceeds 500
        shares or other units or has an


<PAGE>
                                       22


                        aggregate sale price in excess of $10,000, three copies
                        of a notice on Form 144 shall be filed with the
                        Commission at its principal office in Washington, D. C.;
                        and if such securities are admitted to trading on any
                        national securities exchange, one copy of such notice
                        shall also be transmitted to the principal exchange on
                        which such securities are so admitted. The Form 144
                        shall be signed by the person for whose account the
                        securities are to be sold and shall be transmitted for
                        filing concurrently with either the placing with a
                        broker of an order to execute a sale of securities in
                        reliance upon this rule or the execution directly with a
                        market maker of such a sale. Neither the filing of such
                        notice nor the failure of the Commission to comment
                        thereon shall be deemed to preclude the Commission from
                        taking any action it deems necessary or appropriate with
                        respect to the sale of the securities referred to in
                        such notice. The requirements of this paragraph,
                        however, shall not apply to securities sold for the
                        account of any person other than an affiliate of the
                        issuer, provided the conditions of paragraph (k) of this
                        rule are satisfied.

                i.      Bona Fide Intention to Sell. The person filing the
                        notice required by paragraph (h) shall have a bona fide
                        intention to sell the securities referred to therein
                        within a reasonable time after the filing of such
                        notice.

                j.      Non-exclusive rule. Although this rule provides a means
                        for reselling restricted securities and securities held
                        by affiliates without registration, it is not the
                        exclusive means for reselling such securities in that
                        manner. Therefore, it does not eliminate or otherwise
                        affect the availability of any exemption for resales
                        under Securities Act that a person or entity may be able
                        to rely upon.

                k.      Termination of certain restrictions on sales of
                        restricted securities by persons other than affiliates.
                        The requirements of paragraphs (c), (e), (f) and (h) of
                        this rule shall not apply to restricted securities sold
                        for the account of a person who is not an affiliate of
                        the issuer at the time of the sale and has not been an
                        affiliate during the preceding three months, provided a
                        period of at least two years has elapsed since the later
                        of the date the securities were acquired from the issuer
                        or from an affiliate of the issuer. The two-year period
                        shall be calculated as described in paragraph (d) of
                        this section.



<PAGE>
                                       23



IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals on
the day and year first hereinbefore mentioned.



SIGNED  SEALED AND  DELIVERED  for and on behalf of   )
SAVE THE WORLD AIR, INC by                            )
                                                      )
/s/ EUGENE E. EICHLER
.......................................................
Eugene E. Eichler


by  authority  of its  Board  of  Directors  in the   )
presence of:                                          )
                                                      )
/s/ PRISCILLA DEVORE
.......................................................
(Priscilla DeVore)
Name and Signature of Witness


SIGNED SEALED AND DELIVERED by the                    )
said NICK COMBIS, THE TRUSTEE OF                      )
THE PROPERTY OF JEFFREY ALAN                          )
MULLER AND LYNETTE ANNE MULLER
(BANKRUPTS) in the presence of:

/s/ ILLEGIBLE
.......................................................
Name and Signature of Witness



</TEXT>
</DOCUMENT>
