U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549

                               FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                   Commission File Number - 33-3362-D

                         KleenAir Systems, Inc.
(Exact Name of Small Business Issuer as Specified in Its Charter)

          Nevada                               87-0431043
(State or Other Jurisdiction of               (IRS Employer 
 Incorporation or Organization)              Identification No.)

                28095 Padrino, Laguna Niguel, Ca.  92677
                (Address of Principal Executive Offices)

           1996 Consultant and Employee Stock Compensation Plan
                          (Full title of the Plan)

       Rite, Inc., 1905 south Eastern Ave., Las Vegas, NV,  89104
                 (Name and address of agent for service)

Telephone number of agent for service.     (714) 362-1862

CALCULATION OF REGISTRATION FEE
Title of securities to be registered - Common Stock
Amount to be registered - 500,000 shares
Proposed maximum offering price per share - $.65
(calculated in accordance with Rule 457(h)(1) using the average of
the bid and asked prices for the common stock on October 15, 1996)
Proposed maximum aggregate offering price - $375,000
Amount of registration fee - $130.00


                            PART II

Item 3.    Incorporation of Documents by Reference

    Registrant incorporates the following documents by reference in
this Registration Statement:

    Registrant's Annual Report on Form 10-K filed for the year
ended December 31, 1995.

    Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.

    Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.

    All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to this Registration Statement which
deregisters the securities covered hereunder which remain unsold or
unissued.

Item 4.    Description of Securities

General.  The Company's authorized capitalization is 50,000,000
shares of Common Stock, Par Value $0.001, of which 5,162,363 were
outstanding at September 30, 1996, and 10,000,000 Preferred
non-voting par value $.001 of which there were 7,750,000 issued and
outstanding shares at September 30, 1996. 

Common Stock.  Holders of Common Stock are entitled to one vote per
share on each matter submitted to a vote at any meeting of
shareholders.  Shares of Common Stock do not carry cumulative
voting rights and therefore, holders of a majority of the
outstanding shares of Common Stock will be able to elect the entire
board of directors and, if they do so, minority shareholders would
not be able to elect any members to the board of directors.  The
Company's board of directors has authority, without action by the
Company's shareholders, to issue all or any portion of the
authorized but unissued shares of Common Stock, which would reduce
the percentage ownership of the Company of its shareholders and
which may dilute the book value of the Common Stock.   

Shareholders of the Company have no pre-emptive rights to acquire
additional shares of Common Stock.  The Common Stock is not subject
to redemption and carries no subscription or conversion rights.  In
the event of liquidation of the Company, the shares of Common Stock
are entitled to share equally in corporate assets after
satisfaction of all liabilities and any obligations set forth in
any series of Preferred Stock that may be issued and outstanding at
the time of liquidation.  Holders of Common Stock are entitled to
receive such dividends as the board of directors may from time to
time declare out of funds legally available for the payment of
dividends.  The Company has not paid dividends on its Common Stock
and does not anticipate that it will pay dividends in the
foreseeable future. 

Preferred Stock.  The Company has 10,000,000 shares of Preferred
Stock authorized with 7,750,000 shares issued and outstanding at
September 30, 1996.  The Preferred Stock does not carry rights
superior to those of the Common Stock and does not carry voting
rights, as each series is defined by the Board of Directors
pursuant to the by-laws of the Corporation.  

Item 5.    Interest of Named Experts and Counsel
           None

Item 6.    Indemnification of Officers and Directors

    Registrant's Articles of Incorporation and Bylaws as well as
the Nevada Corporate Law provide for indemnification of directors
and officers against certain liabilities.  In general, officers and
directors of the Registrant are indemnified against expenses
actually and reasonably incurred in connection with proceedings,
whether civil or criminal, provided that it is determined that they
acted in good faith and are not deemed to be liable to Registrant
for negligence or misconduct in the performance of their duties.  

Item 7.    Exemption from Registration Claimed
           None.

    No securities issued before the effective date of this
Registration Statement will be reoffered or resold pursuant to this
Registration Statement.   

Item 8.    Exhibits

3.1    Articles of Incorporation of Registrant, as amended.(1)
3.2    Bylaws(1)
5.     Opinion of Steve Fischer, Esq. regarding legality of shares 
       being issued.(2)
10.    1996 Consultant and Employee Stock Compensation Plan.(2)
24.    Consent of Steve Fischer, Esq.  See Exhibit 5.(2)

----------
(1)  Incorporated by reference from Commission File No. 33-3362-D
(2)  Filed herewith
----------

Item 9.    Undertakings

    The undersigned Registrant hereby undertakes:

    (1)    To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:

    (i)    To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

    (ii)    To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement;  

    (iii)    To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement, including (but not limited to) any
addition or election of a managing underwriter; 

     provided however, that paragraphs (i) and (ii) above shall not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by Registration
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this Registration
Statement.    

    (2)    That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement to the
securities offered therein, and the offering of such securities
offered at that time shall be deemed to be the initial bona fide
offering thereof.   

    (3)    To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering. 

     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.   

    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other then the payment by
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel that matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue. 


                              SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Irvine, State of California, on this 16 day of October, 1996.  

SIGNATURE                                              TITLE

//Lester Berriman//        Chairman of the Board/ 
Lester Berriman                       Director of Engineering
                                                             

//Lionel Simons            Chief Executive Officer/
Lionel Simons                         Principle Financial Officer
                                      President/Treasurer


[CAPTION]                            EXHIBIT INDEX


EXHIBIT    DESCRIPTION                                    

5  Opinion of Steve Fischer                               

10  Consultant and Employee Stock Compensation Plan       

24  Consent of Steve Fischer (See Exhibit 5)

                            EXHIBIT 10

        1996 CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN
                         KLEENAIR SYSTEMS, INC.

I.Purpose of the Plan.

    The purpose of this Plan is to further the growth of KleenAir
Systems, Inc. hereinafter referred to as the "Company", by allowing
the Company to compensate officers, directors, consultants and
certain other persons providing bona fide services to the Company
other than those services provided in connection with the offer or
sale of securities in a capital-raising transaction, through the
award of the Company's Common Stock.

II.    Definitions.

    Whenever used in this Plan, the following terms shall have the
meanings set forth in this Section:

    1.    "Award" means any grant of Common Stock made under this
Plan.
    2.    "Board of Directors" means the Board of Directors of the
Company.
    3.    "Code" means the Internal Revenue Code of 1986, as
amended.
    4.    "Common Stock" means the common stock, par value $.001
          per share, of the Company.
    5.    "Date of Grant" means the day the Board of Directors
          authorizes the grant of an Award or such later date as
          may be specified by the Board of Directors as the date a
          particular Award will become effective.  
    6.    "Employee" means any person or entity that renders bona
          fide services to the Company (including, without
          limitation, the following: a person employed by the
          Company in a key capacity; an officer or director of the
          Company or one or more of its Subsidiaries; a person or
          company engaged by the Company as a consultant;  or a
          lawyer, law firm, accountant or accounting firm.
    7.    "Subsidiary" means any corporation that is a subsidiary
          with regard to the Company as that term is defined in
          Section 424(f) of the Code. 

III.    Effective Date of the Plan.

    The effective date of this Plan is October 24, 1996.

IV.    Administration of the Plan.

    The Board of Directors will be responsible for the
administering of this Plan, and will grant Awards under this Plan. 
Subject to the express provisions of this Plan, the Board of
Directors shall have full authority and sole and absolute
discretion to interpret this Plan, to prescribe, amend and rescind
rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in
administering this Plan.  The determinations of the Board of
Directors on the matters referred to in this Section shall be
conclusive.  The Board of Directors shall have sole and absolute
discretion to amend this Plan.  No member of the Board of Directors
shall be liable for any act or omission in connection with the
administration of this Plan unless it resulted from the member's
willful misconduct.

V.    Stock Subject to the Plan.

    The maximum number of shares of Common Stock as to which Awards
may be granted under this Plan is 500,000 shares.  The Common Stock
which is issued on grant of Awards may be authorized but unissued
shares or shares which have been issued and reacquired by the
Company.  The Board of Directors may increase the maximum number of
shares of Common Stock as to which Awards may be granted as such
time as it deems advisable.  

VI.    Persons Eligible to Receive Awards.

    Awards may be granted only to Employees as defined herein. 

VII.    Grants of Awards.

    Except as otherwise provided herein, the Board of Directors
shall have complete discretion to determine when and to which
Employees Awards are to be granted, and the number of shares of
Common Stock as to which Awards granted to each Employee will
relate.  No grant will be made if, in the judgement of the Board of
Directors, such a grant would constitute a public distribution
within the meaning of the Securities Act of 1933, as amended (the
"Act"), or the rules and regulations promulgated thereunder or the
services rendered by an Employee come without the meaning of
Employee services as set forth in II (6) herein.  

VIII.    Delivery of Stock Certificates.

    As promptly as practicable after authorizing the grant of an
Award, the Company shall deliver to the person who is the recipient
of the Award, a certificate or certificate registered in that
person's name, representing the number of share of Common Stock
that were granted.  If applicable, each certificate shall bear a
legend to indicate that the Common Stock represented by the
certificate was issued in a transaction which was not registered
under the Act, and may only be sold or transferred in a transaction
that is registered under the Act or is exempt from the registration
requirements of the Act. 

IX.    Employment.

    Nothing in this Plan or in the grant of an Award shall confer
upon any Employee the right to continue in the employ of the
Company nor shall it interfere with or restrict in any way the
rights of the Company to discharge any Employee at any time for any
reason whatsoever, with or without cause.

X.    Laws and Regulations.

    1.    The obligation of the Company to sell and deliver shares
of Common Stock on the grant of an Award under this Plan shall be
subject to the condition that counsel for the Company be satisfied
that the sale and delivery thereof will not violate the Act or any
other applicable laws, rules or regulations.

    2.    This Plan is intended to meet the requirements of Rule
16b-3 in order to provide officers and directors with certain
exemptions from Section 16(b) of the Securities Exchange Act of
1934, as amended.

XI.    Withholding of Taxes.

    If subject to withholding tax, the Company shall be authorized 
to withhold from an Employee's salary or other cash compensation
such sums of money as are necessary to pay the Employee's
withholding tax.  The Company may elect to withhold from the shares
to be issued hereunder a sufficient number of shares to satisfy the
Company's withholding obligations.  If the Company becomes required
to pay withholding taxes to any federal, state or other taxing
authority as a result of the granting of an Award and the Employee
fails to provide the Company with the funds with which to pay that
withholding tax, the Company may withhold up to 50% of each payment
of salary or bonus to the Employee (which will be in addition to
any other required or permitted withholding), until the Company has
been reimbursed for the entire withholding tax it was required to
pay. 

XII.    Reservation of Shares.

    The Company shall at all times keep reserved for issuance on
grant of Awards under this Plan a number of authorized but unissued
or reacquired shares of Common Stock equal to the maximum number of
shares the Company may be required to be issued on the grant of
Awards under this Plan. 

XIII.   Termination of the Plan.

    The Board of Directors may suspend or terminate this Plan at
any time or from time to time, but no such action shall adversely
affect the rights of a person granted an Award under this Plan
prior to that date.

XIV.    Delivery of Plan.

    A copy of this Plan shall be delivered to all participants,
together with a copy of the resolution or resolutions of the Board
of Directors authorizing the granting of the Award and establishing
the terms, if any, of participation.

XV.    Number of Participants

    The number of participants in the Plan shall be less than
thirty five (35) with no more than twelve participants in any one
year under this Plan. 

//Lester Berriman//
Lester Berriman, Chairman

      //Lionel Simons//
Attest: Lionel Simons, President



                         EXHIBITS 5 and 24

            OPINION AND CONSENT OF STEVE FISCHER, ESQ.

    Re: Registration Statement on Form S-8

Ladies and Gentlemen:

    You have requested my opinion as to the legality of the
issuance by you (the "Corporation") of up to 500,000 shares of
Common Stock (the "Shares") pursuant to a Registration Statement on
Form S-8 (the "Registration Statement") to be filed on ?, 1996.


    As your counsel, I have reviewed and examined:

1.   The Articles of Incorporation of the Corporation, as amended
     (the "Articles");

2.   The Bylaws of the Corporation, as certified by the Secretary
     of the Corporation;

3.   The minute book of the Corporation; 

4.   A copy of certain resolutions of the Board of Directors of the
     Corporation;

5.    The Registration Statement;

6.    The Consultant and Employee Stock Compensation Plan; and
    
7.   Such other matters as we have deemed relevant in order to form
     our opinion.

    In giving my opinion, I have assumed without investigation the
authenticity of any document or instrument submitted to me as an
original, the conformity to the original of any document or
instrument submitted to me as a copy, and the genuineness of all
signatures on such originals or copies.

    Based upon the foregoing, and subject to the qualifications set
forth below, I am of the opinion that the Shares, if issued as
described in the Registration Statement will have been duly
authorized, legally issued, fully paid and non-assessable.

    My opinion is subject to the qualification that no opinion is
expressed herein as to the application of any state securities or
Blue Sky laws.

    This opinion is furnished by me as counsel to you and is solely
for your benefit.  Neither this opinion nor copies hereof may be
relied upon by, delivered to, or quoted in whole or in part to any
governmental agency or other person without my prior written
consent.
    Not withstanding the above, I consent to the use of my opinion
in the Registration Statement.  In giving my consent, I do not
admit that I come without the category of persons whose consent is
required under Section 7 of the Securities and Exchange Commission
promulgated thereunder.

Very truly yours,

//Steve Fischer//
Steve Fischer, Esq.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20280}]
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U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549

                               FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                   Commission File Number - 33-3362-D

                         KleenAir Systems, Inc.
(Exact Name of Small Business Issuer as Specified in Its Charter)

          Nevada                               87-0431043
(State or Other Jurisdiction of               (IRS Employer 
 Incorporation or Organization)              Identification No.)

                28095 Padrino, Laguna Niguel, Ca.  92677
                (Address of Principal Executive Offices)

           1996 Consultant and Employee Stock Compensation Plan
                          (Full title of the Plan)

       Rite, Inc., 1905 south Eastern Ave., Las Vegas, NV,  89104
                 (Name and address of agent for service)

Telephone number of agent for service.     (714) 362-1862

CALCULATION OF REGISTRATION FEE
Title of securities to be registered - Common Stock
Amount to be registered - 500,000 shares
Proposed maximum offering price per share - $.65
(calculated in accordance with Rule 457(h)(1) using the average of
the bid and asked prices for the common stock on October 15, 1996)
Proposed maximum aggregate offering price - $375,000
Amount of registration fee - $130.00

                            PART II

Item 3.    Incorporation of Documents by Reference

    Registrant incorporates the following documents by reference in
this Registration Statement:

    Registrant's Annual Report on Form 10-K filed for the year
ended December 31, 1995.

    Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.

    Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.

    All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to this Registration Statement which
deregisters the securities covered hereunder which remain unsold or
unissued.

Item 4.    Description of Securities

General.  The Company's authorized capitalization is 50,000,000
shares of Common Stock, Par Value $0.001, of which 5,162,363 were
outstanding at September 30, 1996, and 10,000,000 Preferred
non-voting par value $.001 of which there were 7,750,000 issued and
outstanding shares at September 30, 1996. 

Common Stock.  Holders of Common Stock are entitled to one vote per
share on each matter submitted to a vote at any meeting of
shareholders.  Shares of Common Stock do not carry cumulative
voting rights and therefore, holders of a majority of the
outstanding shares of Common Stock will be able to elect the entire
board of directors and, if they do so, minority shareholders would
not be able to elect any members to the board of directors.  The
Company's board of directors has authority, without action by the
Company's shareholders, to issue all or any portion of the
authorized but unissued shares of Common Stock, which would reduce
the percentage ownership of the Company of its shareholders and
which may dilute the book value of the Common Stock.   

Shareholders of the Company have no pre-emptive rights to acquire
additional shares of Common Stock.  The Common Stock is not subject
to redemption and carries no subscription or conversion rights.  In
the event of liquidation of the Company, the shares of Common Stock
are entitled to share equally in corporate assets after
satisfaction of all liabilities and any obligations set forth in
any series of Preferred Stock that may be issued and outstanding at
the time of liquidation.  Holders of Common Stock are entitled to
receive such dividends as the board of directors may from time to
time declare out of funds legally available for the payment of
dividends.  The Company has not paid dividends on its Common Stock
and does not anticipate that it will pay dividends in the
foreseeable future. 

Preferred Stock.  The Company has 10,000,000 shares of Preferred
Stock authorized with 7,750,000 shares issued and outstanding at
September 30, 1996.  The Preferred Stock does not carry rights
superior to those of the Common Stock and does not carry voting
rights, as each series is defined by the Board of Directors
pursuant to the by-laws of the Corporation.  

Item 5.    Interest of Named Experts and Counsel
           None

Item 6.    Indemnification of Officers and Directors

    Registrant's Articles of Incorporation and Bylaws as well as
the Nevada Corporate Law provide for indemnification of directors
and officers against certain liabilities.  In general, officers and
directors of the Registrant are indemnified against expenses
actually and reasonably incurred in connection with proceedings,
whether civil or criminal, provided that it is determined that they
acted in good faith and are not deemed to be liable to Registrant
for negligence or misconduct in the performance of their duties.  

Item 7.    Exemption from Registration Claimed
           None.

    No securities issued before the effective date of this
Registration Statement will be reoffered or resold pursuant to this
Registration Statement.   

Item 8.    Exhibits

3.1    Articles of Incorporation of Registrant, as amended.(1)
3.2    Bylaws(1)
5.     Opinion of Steve Fischer, Esq. regarding legality of shares 
       being issued.(2)
10.    1996 Consultant and Employee Stock Compensation Plan.(2)
24.    Consent of Steve Fischer, Esq.  See Exhibit 5.(2)

----------
(1)  Incorporated by reference from Commission File No. 33-3362-D
(2)  Filed herewith
----------

Item 9.    Undertakings

    The undersigned Registrant hereby undertakes:

    (1)    To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:

    (i)    To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

    (ii)    To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement;  

    (iii)    To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement, including (but not limited to) any
addition or election of a managing underwriter; 

     provided however, that paragraphs (i) and (ii) above shall not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by Registration
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this Registration
Statement.    

    (2)    That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement to the
securities offered therein, and the offering of such securities
offered at that time shall be deemed to be the initial bona fide
offering thereof.   

    (3)    To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering. 

     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.   

    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other then the payment by
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel that matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue. 

                              SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Irvine, State of California, on this 16 day of October, 1996.  

SIGNATURE                                              TITLE

//Lester Berriman//        Chairman of the Board/ 
Lester Berriman                       Director of Engineering
                                                             

//Lionel Simons            Chief Executive Officer/
Lionel Simons                         Principle Financial Officer
                                      President/Treasurer

[CAPTION]                            EXHIBIT INDEX

EXHIBIT    DESCRIPTION                                    

5  Opinion of Steve Fischer                               

10  Consultant and Employee Stock Compensation Plan       

24  Consent of Steve Fischer (See Exhibit 5)

                            EXHIBIT 10

        1996 CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN
                         KLEENAIR SYSTEMS, INC.

I.Purpose of the Plan.

    The purpose of this Plan is to further the growth of KleenAir
Systems, Inc. hereinafter referred to as the "Company", by allowing
the Company to compensate officers, directors, consultants and
certain other persons providing bona fide services to the Company
other than those services provided in connection with the offer or
sale of securities in a capital-raising transaction, through the
award of the Company's Common Stock.

II.    Definitions.

    Whenever used in this Plan, the following terms shall have the
meanings set forth in this Section:

    1.    "Award" means any grant of Common Stock made under this
Plan.
    2.    "Board of Directors" means the Board of Directors of the
Company.
    3.    "Code" means the Internal Revenue Code of 1986, as
amended.
    4.    "Common Stock" means the common stock, par value $.001
          per share, of the Company.
    5.    "Date of Grant" means the day the Board of Directors
          authorizes the grant of an Award or such later date as
          may be specified by the Board of Directors as the date a
          particular Award will become effective.  
    6.    "Employee" means any person or entity that renders bona
          fide services to the Company (including, without
          limitation, the following: a person employed by the
          Company in a key capacity; an officer or director of the
          Company or one or more of its Subsidiaries; a person or
          company engaged by the Company as a consultant;  or a
          lawyer, law firm, accountant or accounting firm.
    7.    "Subsidiary" means any corporation that is a subsidiary
          with regard to the Company as that term is defined in
          Section 424(f) of the Code. 

III.    Effective Date of the Plan.

    The effective date of this Plan is October 24, 1996.

IV.    Administration of the Plan.

    The Board of Directors will be responsible for the
administering of this Plan, and will grant Awards under this Plan. 
Subject to the express provisions of this Plan, the Board of
Directors shall have full authority and sole and absolute
discretion to interpret this Plan, to prescribe, amend and rescind
rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in
administering this Plan.  The determinations of the Board of
Directors on the matters referred to in this Section shall be
conclusive.  The Board of Directors shall have sole and absolute
discretion to amend this Plan.  No member of the Board of Directors
shall be liable for any act or omission in connection with the
administration of this Plan unless it resulted from the member's
willful misconduct.

V.    Stock Subject to the Plan.

    The maximum number of shares of Common Stock as to which Awards
may be granted under this Plan is 500,000 shares.  The Common Stock
which is issued on grant of Awards may be authorized but unissued
shares or shares which have been issued and reacquired by the
Company.  The Board of Directors may increase the maximum number of
shares of Common Stock as to which Awards may be granted as such
time as it deems advisable.  

VI.    Persons Eligible to Receive Awards.

    Awards may be granted only to Employees as defined herein. 

VII.    Grants of Awards.

    Except as otherwise provided herein, the Board of Directors
shall have complete discretion to determine when and to which
Employees Awards are to be granted, and the number of shares of
Common Stock as to which Awards granted to each Employee will
relate.  No grant will be made if, in the judgement of the Board of
Directors, such a grant would constitute a public distribution
within the meaning of the Securities Act of 1933, as amended (the
"Act"), or the rules and regulations promulgated thereunder or the
services rendered by an Employee come without the meaning of
Employee services as set forth in II (6) herein.  

VIII.    Delivery of Stock Certificates.

    As promptly as practicable after authorizing the grant of an
Award, the Company shall deliver to the person who is the recipient
of the Award, a certificate or certificate registered in that
person's name, representing the number of share of Common Stock
that were granted.  If applicable, each certificate shall bear a
legend to indicate that the Common Stock represented by the
certificate was issued in a transaction which was not registered
under the Act, and may only be sold or transferred in a transaction
that is registered under the Act or is exempt from the registration
requirements of the Act. 

IX.    Employment.

    Nothing in this Plan or in the grant of an Award shall confer
upon any Employee the right to continue in the employ of the
Company nor shall it interfere with or restrict in any way the
rights of the Company to discharge any Employee at any time for any
reason whatsoever, with or without cause.

X.    Laws and Regulations.

    1.    The obligation of the Company to sell and deliver shares
of Common Stock on the grant of an Award under this Plan shall be
subject to the condition that counsel for the Company be satisfied
that the sale and delivery thereof will not violate the Act or any
other applicable laws, rules or regulations.

    2.    This Plan is intended to meet the requirements of Rule
16b-3 in order to provide officers and directors with certain
exemptions from Section 16(b) of the Securities Exchange Act of
1934, as amended.

XI.    Withholding of Taxes.

    If subject to withholding tax, the Company shall be authorized 
to withhold from an Employee's salary or other cash compensation
such sums of money as are necessary to pay the Employee's
withholding tax.  The Company may elect to withhold from the shares
to be issued hereunder a sufficient number of shares to satisfy the
Company's withholding obligations.  If the Company becomes required
to pay withholding taxes to any federal, state or other taxing
authority as a result of the granting of an Award and the Employee
fails to provide the Company with the funds with which to pay that
withholding tax, the Company may withhold up to 50% of each payment
of salary or bonus to the Employee (which will be in addition to
any other required or permitted withholding), until the Company has
been reimbursed for the entire withholding tax it was required to
pay. 

XII.    Reservation of Shares.

    The Company shall at all times keep reserved for issuance on
grant of Awards under this Plan a number of authorized but unissued
or reacquired shares of Common Stock equal to the maximum number of
shares the Company may be required to be issued on the grant of
Awards under this Plan. 

XIII.   Termination of the Plan.

    The Board of Directors may suspend or terminate this Plan at
any time or from time to time, but no such action shall adversely
affect the rights of a person granted an Award under this Plan
prior to that date.

XIV.    Delivery of Plan.

    A copy of this Plan shall be delivered to all participants,
together with a copy of the resolution or resolutions of the Board
of Directors authorizing the granting of the Award and establishing
the terms, if any, of participation.

XV.    Number of Participants

    The number of participants in the Plan shall be less than
thirty five (35) with no more than twelve participants in any one
year under this Plan. 

//Lester Berriman//
Lester Berriman, Chairman

      //Lionel Simons//
Attest: Lionel Simons, President

                         EXHIBITS 5 and 24

            OPINION AND CONSENT OF STEVE FISCHER, ESQ.

    Re: Registration Statement on Form S-8

Ladies and Gentlemen:

    You have requested my opinion as to the legality of the
issuance by you (the "Corporation") of up to 500,000 shares of
Common Stock (the "Shares") pursuant to a Registration Statement on
Form S-8 (the "Registration Statement") to be filed on ?, 1996.

    As your counsel, I have reviewed and examined:

1.   The Articles of Incorporation of the Corporation, as amended
     (the "Articles");

2.   The Bylaws of the Corporation, as certified by the Secretary
     of the Corporation;

3.   The minute book of the Corporation; 

4.   A copy of certain resolutions of the Board of Directors of the
     Corporation;

5.    The Registration Statement;

6.    The Consultant and Employee Stock Compensation Plan; and
    
7.   Such other matters as we have deemed relevant in order to form
     our opinion.

    In giving my opinion, I have assumed without investigation the
authenticity of any document or instrument submitted to me as an
original, the conformity to the original of any document or
instrument submitted to me as a copy, and the genuineness of all
signatures on such originals or copies.

    Based upon the foregoing, and subject to the qualifications set
forth below, I am of the opinion that the Shares, if issued as
described in the Registration Statement will have been duly
authorized, legally issued, fully paid and non-assessable.

    My opinion is subject to the qualification that no opinion is
expressed herein as to the application of any state securities or
Blue Sky laws.

    This opinion is furnished by me as counsel to you and is solely
for your benefit.  Neither this opinion nor copies hereof may be
relied upon by, delivered to, or quoted in whole or in part to any
governmental agency or other person without my prior written
consent.
    Not withstanding the above, I consent to the use of my opinion
in the Registration Statement.  In giving my consent, I do not
admit that I come without the category of persons whose consent is
required under Section 7 of the Securities and Exchange Commission
promulgated thereunder.

Very truly yours,

//Steve Fischer//
Steve Fischer, Esq.