EXHIBIT 10.7
September 25, 2001
From: Xx. Xxx Xxxxxxxx, President
Xxxxxxxx and Associates
To: Xx. Xxxx Xxxxxx, CEO
Save the World Air, Inc.
Subject: Letter of Agreement
1. This letter of agreement is written to specify and confirm the terms
and conditions of the consulting agreement between Xxxxxxxx and
Associates (Consultant) and Save the World Air Incorporated (Company),
which is entered into on this date for a period of two years from the
date of this agreement. It is acknowledged and agreed that no other
conditions apply to this agreement and it is further acknowledged and
agreed that remuneration for said services is irrevocable, however, if
this Agreement is terminated prior to the expiration of the two year
term by the Consultant, then the Consultant shall return to the Company
the pro-rata amount of shares or options for the period during which
the Consultant did not render any services. Should the Company elect to
cancel or terminate this Agreement for any reason, it is understood and
agreed that the Consultant shall retain ownership of the total amount
of shares or options issued under this agreement and that the Company
shall make no effort to revoke said shares or options.
2. Pursuant to this agreement, it is acknowledged and agreed by the
Company that consultant carries no professional licenses, and is not
agreeing to act as a market maker or render legal advice or perform
accounting services, nor act as an investment advisor or broker-dealer
within the meaning of applicable state and federal securities laws. It
is further acknowledged and agreed by the Company that the services to
be provided to the Company are not considered to be rendered in
connection with the offer and sale of Securities in a capital raising
transaction. Consultant shall provide services to Company as an
independent management consultant and subsequently shall make itself
available to consult with the board of directors, employees and
representatives and agents of the Company at reasonable times,
concerning matters pertaining to the overall business operations of the
Company, as well as the organizations of the administrative staff of
the Company, the fiscal policy of the Company, and in general,
concerning any problem of importance concerning the business affairs of
the Company. Consultant will also assist in the coordination of
activities and assist in the development and management of the
Company's, worldwide web based systems. Under the terms of this section
of the agreement, the Company will be granted ownership of all software
and related intellectual assets developed by the Consultant in support
of the web based systems for the Company.
3. Consultant does not undertake as part of this Agreement to provide
loans, investments or financing for the Company. Consultant will not
perform any activities that could subject Consultant or Company to
violations of Federal or applicable state securities law. Consultant is
not engaged to act as agent, broker, underwriter, or market maker for
the securities of the Company. Consultant further represents and
warrants to the Company that neither Xx. Xxxxxxxx nor Xxxxxxxx and
Associates are affiliates or employees of any underwriter, market
maker, or broker.
4. It is agreed that in remuneration for these services, Xxxxxxxx and
Associates will receive four hundred thousand shares of options for
Save the World Air, Inc. (Symbol: ZERO), issued in the name of Xxxxxx
X. Xxxxxxxx (SSN# ###-##-####). These options are to be issued at an
exercise price of .001 cents per share (the bid price per share as of
April 19, 2001).
/s/ Xx. Xxxxxx X. Xxxxxxxx /s/ Xx. Xxxx Xxxxxx
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Xx. Xxxxxx X. Xxxxxxxx Xx. Xxxx Xxxxxx, Chairman
Xxxxxxxx and Associates Save the World Air, Inc
