Exhibit 10.4
                                   AGREEMENT

Dated:            Effective as of March 31, 2004

Between:          Stephen D. Wilson ("Wilson")

And:              California Clean Air, Inc. ("Company")

         WHEREAS,  Wilson has advanced  certain  operating  funds to the Company
which,  as of the  date of this  Agreement,  total in the  aggregate  the sum of
$133,184 ("Sums Advanced")

         WHEREAS,  Wilson and Company  desire to set forth their  agreement  and
understanding  with  respect to the right of Wilson to demand  repayment  by the
Company of the Sums Advanced.

         NOW THEREFORE, IT IS AGREED AS FOLLOWS:

         1. The Sums Advanced  shall be considered a non- interest  bearing loan
by Wilson to the Company which shall be repaid on demand.

         2. Wilson  agrees not to demand  repayment of the Sums  Advanced  until
July 1, 2005, after which date Wilson shall be entitled to demand repayment,  in
whole or in part, of the Sums Advanced.

         3. The Company  shall make  payment to Wilson  within five (5) business
days after receipt from Wilson of written demand for payment, which demand shall
set forth the amount to be repaid.

         4. In the  event  that  Wilson  shall  be  required  to  undertake  any
collection  action  against the Company to recover any amounts owing  hereunder,
Wilson  shall be entitled to the  recovery of his  collection  costs,  including
reasonable attorney's fees.

         5. The Agreement  shall be governed by the laws of the State of Oregon.
This Agreement  represents the entire agreement and understanding of the parties
with respect to its subject matter and  supercedes any and all prior  agreements
and  understandings,  written or oral with respect to the subject matter of this
Agreement.  This Agreement shall be binding on the respective  heirs,  legatees,
executors, administrators, successors and assigns of the parties.

         WHEREAS,  this Agreement is deemed effective as of the date first above
written.

CALIFORNIA CLEAN AIR, INC.

By:  /s/ STEPHEN D. WILSON                                /s/ STEPHEN D. WILSON
     Stephen D. Wilson, President                         Stephen D. Wilson