EXHIBIT 10.6
AGREEMENT
This Agreement was put together on March 23, 2001, and is made effective as of
October 1, 2001 by and between Save The World Air, Inc. of 1285 Avenue of the
Americas, 35th Flr, New York NY 10019-6028, and Universal Consulting & Business
Services, Inc., of 801 W.State Rd. 436 Suite 2023, Altamonte Springs, Florida
32714.
In this Agreement, the party who is contracting to receive services shall be
referred to as "STWA", and the party who will be providing the services shall be
referred to as "Universal Consulting".
STWA desires to have services provided by Universal Consulting.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on October 10, 2001, Universal Consulting
will provide the following services for a period of two years (collectively, the
"Services"): Universal Consulting will provide STWA with a Florida office which
includes phones, faxes and computers and qualified staff to maintain the running
of that office on a daily basis and taking STWA product orders. Further will
provide efficient service and as an independent management consultant and
subsequently shall make itself available to consult with the board of directors,
employees and representatives and agents of the Client at reasonable times,
concerning matters pertaining to the overall business and financial operations
of the Client, as well as the organizations of the administrative staff of the
Client, the fiscal policy of the Client, and is willing to provide services to
STWA based on this background. Pursuant to this agreement, it is acknowledged
and agreed by the Client that consultant carries no professional licenses, and
is not agreeing to act as a market maker or render legal advice or perform
accounting services, nor act as an investment advisor or broker-dealer within
the meaning of applicable state and federal securities laws. It is further
acknowledged and agreed by the Client that the services to be provided to the
Client is not considered to be rendered in connection with the offer and sale of
Securities in a capital raising transaction. Consultant will also assist in the
coordination activities and assist in the development and management of the
Client's, worldwide web based systems in support of marketing, sales, and
information distribution. Under the terms of this section of the agreement, the
Client will be granted ownership all software and related intellectual assets
developed by the Consultant in support of the web based systems for the Client.
Consultant may, at the request of the Client, assist in the preparation of
written reports on financial or accounting matters, review final information,
analyze markets and report to the Client's Chairman of the Board of Directors or
Chief Executive Officer or President or a Vice President or Treasurer on
proposed acquisition opportunities, and develop short and long term strategic
business plans. In addition, Consultant shall provide liaison services to the
Client with respect to the Client's relationships with unaffiliated third
parties. Consultant does not undertake as part of this Agreement to provide
loans, investments or financing for the Client. Consultant will not perform any
activities that could subject Consultant or Client to violations of Federal or
applicable state securities law. Consultant is not engaged to act as agent,
broker, underwriter, or market maker for the securities of the Client.
Consultant further represents and warrants to the Client that neither Cliff H.
Wilson nor Universal Consulting & Business Services, Inc. are affiliates or
employees of any underwriter, market maker, or broker. Consultant will also
maintain and run an office on the behalf of Save The World Air, Inc. for the
duration of this agreement.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed
during normal business hours and STWA will rely on Universal Consulting to work
as many hours as may be reasonably necessary to fulfill Universal Consulting's
obligations under this Agreement.
3. PAYMENT. STWA will pay a fee to Universal Consulting for the remuneration for
these services, Universal Consulting & Business Services, Inc. will receive one
hundred fifty thousand (150,000) S8 shares from Save the World Air, Inc.
(Symbol: ZERO), to be issued in the name of Cliff H. Wilson (SSN# ###-##-####).
4. EXPENSE REIMBURSEMENT. Universal Consulting shall pay all "out-of-pocket"
expenses, and shall not be entitled to reimbursement from STWA. Universal
Consulting shall pay for, maintain and run the Florida office as described above
for STWA for the duration of this agreement.
5. NEW PROJECT APPROVAL. Universal Consulting and STWA recognize that Universal
Consulting's Services will include working on various projects for STWA.
Universal Consulting shall obtain the approval of STWA prior to the commencement
of a new project.
6. TERM/TERMINATION. This Agreement shall be effective for a period of two years
after the date payment is received.
7. RELATIONSHIP OF PARTIES. The parties understand that Universal Consulting is
an independent contractor with respect to STWA, and not an employee of STWA.
STWA will not provide fringe benefits, including health insurance benefits, paid
vacation, or any other employee benefit, for the benefit of Universal Consulting
or its staff.
8. RETURN OF RECORDS. Upon termination of this Agreement, Universal Consulting
shall deliver all records, notes, data, memoranda, models, and equipment of any
nature that are in Universal Consulting's possession or under Universal
Consulting's control and that are STWA's property or relate to STWA's business.
9. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage prepaid, addressed as follows:
IF for STWA:
Save The World Air, Inc.
Jeff Muller
Chairman of the Board
1285 Avenue of the Americas,
35th Flr, New York NY 10019-6028
IF for Universal Consulting:
Universal Consulting & Business Services, Inc.
Clifford H. Wilson
President
801 W.State Rd. 436 Suite 2023
Altamonte Springs, Florida 32714
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
10. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
11. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
12. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
13. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
14. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
Florida.
Party receiving services:
Save The World Air, Inc.
By: /s/ Jeff Muller
------------------------------------
Jeff Muller
Chairman of the Board
Party providing services:
Universal Consulting & Business Services, Inc.
By: /s/ Clifford H. Wilson
------------------------------------
Clifford H. Wilson
President