CONSULTING AGREEMENT

CONSULTING AGREEMENT

            THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of August 27, 2008 (the "Effective Date") by and between Power Air Corporation, a Nevada corporation have an address for notice and delivery and executive offices located at 4777 Bennett Drive, Suite E, Livermore, CA 94551 ("PowerAir"), and Minnie Wright, having an address for notice and delivery located at 6 Gleneagle, Moraga, CA 94556 (the "Consultant"; and PowerAir and the Consultant being hereinafter also referred to, individually and collectively, as a "Party" or the "Parties" as the context so requires).

            WHEREAS, PowerAir desires the Consultant to perform certain consulting and related services for and at the direction of PowerAir and including, without limitation, as PowerAir's proposed Chief Financial Officer going forward;

            AND WHEREAS, the Consultant is capable of and willing to perform such services in accordance with the terms and conditions of this Agreement;

            NOW, THEREFORE, in consideration of the mutual benefits and obligations accruing to each of the Parties hereunder, the Parties hereby agree as follows:

A.         Scope of Services, duties and direction

            The Consultant shall render all services which are required by PowerAir in order to accomplish the services and tasks which are described in Exhibit A, captioned "Services", which is incorporated herein by reference and which forms a material part of this Agreement (collectively, the "Services"); and which Services may be modified, from time to time, by the mutual written agreement of each of the Parties; however, which Services shall remain, at all times, subject to the prior approval of PowerAir in its sole and absolute discretion acting reasonably.

            During the Initial Term (as hereinafter defined) and during the continuance of this Agreement the Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Consultant by, the Board of Directors of PowerAir consistent with the Consultant's position with and Services for PowerAir, and the Consultant also agrees to accept such position in order to provide such related Services as the Board of Directors of PowerAir shall, from time to time, reasonably assign to the Consultant and as may be necessary for the ongoing maintenance and development of the Company's various business interests during the Initial Term and during the continuance of this Agreement; it being expressly acknowledged and agreed by the Parties hereto that the Consultant shall initially commit and provide to the Company the Services on not less than a two full working days' basis during the Initial Term and during the continuance of this Agreement for which PowerAir, as more particularly set forth hereinbelow, hereby agrees to pay and provide to the order and direction of the Consultant each of the proposed compensation amounts as set forth herein below.

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            All Services to be performed pursuant to this Agreement shall be performed with the standard care, skill and diligence normally provided by professional persons performing consulting services similar to those to be performed hereunder and including, without limitation, the services and duties generally required of the Chief Financial Officer of a U.S. reporting company.

            In this regard it is hereby acknowledged and agreed that the Consultant shall be entitled to communicate with and shall rely upon the immediate advice, direction and instructions of the President of PowerAir, or upon the advice or instructions of such other director or officer of PowerAir as the President of PowerAir shall, from time to time, designate in times of the President's absence, in order to initiate, coordinate and implement the Services as contemplated herein subject, at all times, to the final direction and supervision of the Board of Directors of PowerAir.

            Without in any manner limiting the generality of the Services to be provided, it is hereby also acknowledged and agreed that Consultant will, during the Initial Term (as hereinafter defined) and during the continuance of this Agreement, devote a significant portion of the Consultant's consulting time to the Services of the Consultant as may be determined and required by the Board of Directors of PowerAir for the performance of said Services faithfully, diligently, to the best of the Consultant's abilities and in the best interests of PowerAir and, furthermore, that the Consultant's consulting time will be prioritized at all times for PowerAir in that regard.

            The Consultant hereby acknowledges and agrees to abide by the reasonable rules, regulations, instructions, personnel practices and policies of PowerAir and any changes therein which may be adopted from time to time by the same as such rules, regulations, instructions, personnel practices and policies may be reasonably applied to the Consultant as a consultant and as the Chief Financial Officer of PowerAir.

            The Consultant hereby authorizes PowerAir to use the Consultant's name and position, where required by applicable corporate and securities legislation or regulatory policy, in each of PowerAir's public and regulatory filings.

B.          Initial Term and termination of this Agreement

            The initial term of this Agreement (the "Initial Term") is for a period of six months commencing on the Effective Date hereof.

            Subject to the following provisions, this Agreement shall renew automatically if not specifically terminated in accordance with the following provisions. PowerAir agrees to notify the Consultant in writing at least 30 calendar days prior to the end of the Initial Term of its intent not to renew this Agreement (the "Non-Renewal Notice"). Should PowerAir fail to provide a Non-Renewal Notice this Agreement shall automatically renew on a one-month to one-month term renewal basis after the Initial Term until otherwise specifically renewed in writing by each of the Parties hereto for the next one-month term of renewal or, otherwise, terminated upon delivery by PowerAir of a corresponding and follow-up 30 calendar day Company's Non-Renewal Notice in connection with and within 30 calendar days prior to the end of any such one-month term renewal period. Any such renewal on a one-month basis shall be on the same terms and conditions contained herein unless modified and agreed to in writing by the Parties in advance.

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            Notwithstanding any other provision of this Agreement, this Agreement may be terminated by either Party at any time after the Effective Date and during the Initial Term and during the continuance of this Agreement upon a Party's delivery to the other Party of prior written notice of its intention to do so (the "Notice of Termination") at least 30 calendar days prior to the effective date of any such termination (the end of such 30-day period from such Notice of Termination being the "Effective Termination Date"). In any such event the Consultant's ongoing obligation to provide the Services will continue only until the Effective Termination Date and PowerAir's ongoing obligation to provide and to pay to the Consultant all of the amounts otherwise payable to the Consultant under this Agreement will continue only until the Effective Termination Date.

            Notwithstanding any other provision of this Agreement, this Agreement may be terminated by any Party hereto at any time upon written notice to the other Party of such Party's intention to do so (the "Notice of Termination" herein) at least 10 calendar days prior to the effective date of any such termination (the end of such 10-day period from such Notice of Termination being the "Effective Termination Date" herein), and damages sought, if:

(a)        the other Party fails to cure a material breach of any provision of this Agreement within 10 calendar days from its receipt of written notice from said Party (unless such material breach cannot be reasonably cured within said 10 calendar days and the other Party is actively pursuing to cure said material breach);

(b)        the other Party is willfully non-compliant in the performance of its respective duties under this Agreement within 10 calendar days from its receipt of written notice from said Party (unless such willful non-compliance cannot be reasonably corrected within said 10 calendar days and the other Party is actively pursuing to cure said willful non-compliance);

(c)        the other Party commits fraud or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or

(d)         the other Party becomes adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, and where any such involuntary petition is not dismissed within 10 calendar days.

            In any such event the Consultant's ongoing obligation to provide the Services will continue only until the Effective Termination Date and PowerAir shall continue to pay to the Consultant all of the amounts otherwise payable to the Consultant under this Agreement until the Effective Termination Date.

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            Notwithstanding any other provision of this Agreement, this Agreement may be terminated at any time by any Party within 30 calendar days after the death or disability of the Consultant, as a without fault termination (the resulting effective date of any such termination being herein also the "Effective Termination Date"). For the purposes of this Agreement the term "disability" shall mean the Consultant shall have been unable to provide the Services contemplated under this Agreement for a period of 30 calendar days, whether or not consecutive, during any 360 calendar day period, due to a physical or mental disability. A determination of disability shall be made by a physician satisfactory to both the Consultant and PowerAir; provided that if the Consultant and PowerAir do not agree on a physician, the Consultant and the Company shall each select a physician and these two together shall select a third physician whose determination as to disability shall be binding on all Parties. In the event that the Consultant's employment is terminated by death or because of disability pursuant to this Agreement, PowerAir shall pay to the estate of the Consultant or to the Consultant, as the case may be, all amounts to which the Consultant would otherwise be entitled under this Agreement until the Effective Termination Date.

            Terms of this Agreement relating to accounting, payments, confidentiality, accountability for damages or claims and all other matters reasonably extending beyond the terms of this Agreement and to the benefit of the Parties hereto or for the protection of the business interests of PowerAir Company shall survive the termination of this Agreement, and any matter of interpretation thereto shall be given a wide latitude in this regard.

            PowerAir shall not be liable for any Services or expenses incurred after the receipt of any Notice of Termination hereunder. In the event that PowerAir terminates the Agreement while the Consultant is traveling for PowerAir, the Consultant shall be compensated for the reasonable expenses incurred by the Consultant for returning to her residence. Upon the termination of this Agreement for any reason the Consultant shall turn over to PowerAir all data, reports, drawings and specifications prepared prior to such Effective Date of Termination.

C.          Compensation

            It is hereby acknowledged and agreed that the Consultant shall render the Services as defined hereinabove during the Initial Term and during the continuance of this Agreement and shall thus be compensated from the Effective Date of this Agreement to the termination of the same by way of the payment by PowerAir to the Consultant, or to the further order or direction of the Consultant as the Consultant may determine, in the Consultant's sole and absolute discretion, and advise PowerAir of prior to such payment, of the monthly fee of U.S. $8,333.33 (collectively, the "Fees"). All such Fees will be due and payable by PowerAir to the Consultant, or to the further order or direction of the Consultant as the Consultant may determine, in the Consultant's sole and absolute discretion, and advise PowerAir of prior to any such Fee payment, bi-monthly and on or about the fifteenth and thirtieth day of each month of the then monthly period of service during the continuance of this Agreement.

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            It is hereby acknowledged and agreed that the Consultant shall also be reimbursed for all pre-approved, direct and reasonable expenses actually and properly incurred by the Consultant for the benefit of PowerAir (collectively, the "Expenses"); and which Expenses, it is hereby acknowledged and agreed, shall be payable by PowerAir to the order, direction and account of the Consultant as the Consultant may designate in writing, from time to time, in the Consultant's sole and absolute discretion, as soon as conveniently possible after the prior delivery by the Consultant to PowerAir of written substantiation on account of each such reimbursable Expense.

            It is hereby also acknowledged and agreed that, during the continuance of this Agreement, the Consultant shall be entitled to two weeks paid vacation (collectively, the "Vacation") during each and every year during the continuance of this Agreement. In this regard it is further understood hereby that the Consultant's entitlement to any such paid Vacation during any year (including the initial year) during the continuance of this Agreement will be subject, at all times, to the Consultant's entitlement to only a pro rata portion of any such paid Vacation time during any year (including the initial year) and to the effective date upon which this Agreement is terminated prior to the end of any such year for any reason whatsoever.

            It is hereby also acknowledged and agreed that the Consultant will be classified as a non-taxable consultant of PowerAir for all purposes, such that all compensation which is provided by PowerAir to the Consultant under this Agreement, or otherwise, will be calculated on the foregoing and gross basis and otherwise for which no statutory taxes will first be deducted by PowerAir.

            The Consultant shall submit invoices monthly for all Fees and Expenses. Each invoice shall be supported by schedules of days worked and receipts for Expenses claimed. PowerAir's internal auditing staff or a public accounting firm designated to represent PowerAir shall be afforded access, at all reasonable times, to the Consultant's facilities, personnel, books, records, receipts, vouchers, and other writings relating to payments made by PowerAir to the Consultant; and the Consultant and its subcontractors shall preserve all such records for a period of two years after final payment.

D.         Additional provisions

            This Agreement is supplemented by and subject to the additional terms, conditions and provisions which are set forth in Exhibit B, captioned "Additional Agreement Provisions", which are incorporated herein by reference herein and which form a material part of this Agreement.

            IN WITNESS WHEREOF, the Parties hereto have caused the Agreement to be executed and effective as of the Effective Date first above written.

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Exhibit A

            This is Exhibit A to that certain Consulting Agreement as entered into between Minnie Wright and Power Air Corporation.

Services

            Each of the following capitalized terms have the same meanings as set forth in the within Agreement.

            During the Initial Term and during the continuance of the Agreement the Consultant hereby agrees to be subject to the direction and supervision of, and to have the authority as is delegated to the Consultant by, the Board of Directors of PowerAir consistent with the Consultant's position with and Services for PowerAir, and the Consultant also agrees to accept such position in order to provide such related Services as the Board of Directors of PowerAir shall, from time to time, reasonably assign to the Consultant and as may be necessary for the ongoing maintenance and development of the Company's various business interests during the Initial Term and during the continuance of the Agreement; it being expressly acknowledged and agreed by the Parties hereto that the Consultant shall initially commit and provide to PowerAir the Services on not less than a two full working days' basis during the Initial Term and during the continuance of the Agreement.

            Without in any manner limiting the generality of the Services to be provided by the Consultant as set forth in the Agreement hereinabove, it is hereby also acknowledged and agreed that the Consultant will provide the following specific financial and management consulting services to the Company and as may be determined by the Board of Directors of PowerAir, from time to time, in its sole and absolute discretion, on a part-time consulting basis during the Initial Term and during continuance of the Agreement subject, at all times, to the direction of the Board of Directors of PowerAir:

(a)        assistance in the filing of all U.S. regulatory filings for the PowerAir;

(b)        assistance in the initiation, coordination, implementation and management of all aspects of any program or project in connection with the maintenance and development of PowerAir' various business interests;

(c)       assistance in the organization and preparation of any and all financial statements, business plans, technical report