[LAW OFFICES OF IWONA J. ALAMI LETTERHEAD]
October 25, 2000
Jeffrey A. Muller, President
Save the World Air, Inc.
Re: Stock Issuance
Dear Mr. Muller:
This letter confirms our understanding that we are to be issued 50,000
shares of Save the World Air, Inc. common stock with S-8 registration rights.
These shares are issued to this firm, in lieu of cash, as payment against for
legal services provided.
In order for us to accept securities as compensation, we must obtain
informed, written consent from the Company. The purpose of this letter is to
request informed, written consent to the receipt of such compensation.
Essentially, certain conflicts of interest may arise from our accepting
an equity position in the Company for legal services. More specifically, the
interests and objectives of one party may become inconsistent and incompatible
with the interests and objectives of another party.
Attorneys are governed by specific rules regarding the representation
of clients when present or potential conflicts of interest exist. Rules
3-310(A), (B), and (C) and (E) of the Rules of Professional Conduct of the State
Bar of California provide as follows
"Rule 3-310 Avoiding Interests Adverse to a Client
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A. For purposes of this rule:
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1. "Disclosure" means informing the client or former client of the
relevant circumstances and of the actual and reasonably foreseeable adverse
consequences to the client or former client;
2. "Informed written consent" means the client's or former client's
written agreement to the representation following written disclosure;
3. "Written" means any writing as defined in Evidence Code Section 250.
B. A member shall not accept or continue representation of a client without
providing written disclosure to the client where:
1. The member has a legal, business, financial, professional, or
personal relationship with a party or witness in the same matter; or
2. The member knows or reasonably should know that: (a) the member
previously had a legal, business, financial, professional, or personal
relationship with a party or witness in the same matter; and (b) the previous
relationship would substantially affect the member's representation; or
3. The member has or had a legal, business, financial, professional, or
personal relationship with another person or entity the member knows or
reasonably should know would be affected substantially by resolution of the
matter; or
4. The member has or had a legal, business, financial, or professional
interest in the subject matter of the representation.
C. A member shall not, without the informed written consent of each client:
1. Accept representation of more than one client in a matter in which
the interests of the clients potentially conflict; or
2. Accept or continue representation of more than one client in a
matter in which the interests of the clients actually conflict; or
3. Represent a client in a matter and at the same time in a separate
matter accept as a client a person or entity whose interest in the first matter
is adverse to the client in the first matter.
D. A member shall not, without the informed written consent of the client or
former client accept employment adverse to the client or former client where, by
reason of the representation of the client or former client, the member has
obtained confidential information material to the employment."
Because of possible conflicts of interest, we suggest that the Company
carefully consider the implications of compensation in the form of common stock
of the Company. Additionally, we recommend that the Company seek the advice of
independent counsel should any questions arise regarding the existence of actual
or potential conflicts of interest which may presently exist or which may arise.
Once the Company has fully considered such implications, if they so desire, they
may consent to our accepting common stock as compensation by signing a copy of
this letter acknowledging that (i) the Company has been advised of rules
3-310(A), (B), (C), and (E) and of the conflicts associated with the proposed
arrangement, and (ii) nevertheless, the Company wants us to represent it and be
compensated partially with common stock warrants.
Very truly yours,
/s/ Iwona J. Alami
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Iwona J. Alami, Esq.
CONSENT
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Law Offices of Iwona J. Alami/Iwona J. Alami, Esq. has explained to the
undersigned that there may exist present and conflicting interests in the
above-described action and she has informed me of the possible consequences of
these conflicts.
I understand that I have the right to seek independent counsel before
signing this Consent or at any future time. The undersigned nevertheless desires
representation by and payment of common stock to Law Offices of Iwona J. Alami/
Iwona J. Alami to the extent described above, and, therefore, consents and gives
approval to such representation and payment.
Dated: October 25, 2000 Save the World Air, Inc.
By: /s/ Jeffrey Muller
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Jeffrey Muller, President