Management Consulting Contract
This
agreement made July 22, 2005 by and between Axial Vector Engine Corporation.,
a
Nevada Corporation (hereinafter the "Company") and Twilight Bay, L.L.C.
(hereinafter the "Consultant").
The
Company is publicly held and desires to further develop its business in order
to
create value for its shareholders.
The
Consultant is a mergers, acquisitions and business development firm. In
addition, the Consultant and its affiliates have significant experience involved
with building emerging growth companies and providing management consulting
services.
In
consideration of the mutual promises contained herein and on the terms and
conditions hereinafter set forth, the Company and Consultant agree as
follows:
1. Due
Diligence Materials:
The
Company agrees to provide the Consultant with an Informational Package including
all of its public filings and press releases within the last year, business
plans and promotional materials. The Company agrees that all such information
provided to the Consultant and any subsequent information, either written
or
verbal, shall be accurate and truthful and the Consultant may rely on such
information.
2. Provision
of Services:
(a) Positioning
Statement and Marketing Program:
(i) Positioning
Statement: The Consultant shall advise with respect to the development of
a
Positioning. Statement designed to create further value for the Company's shareholders.
This
Statement shall form the basis of a public relations mission statement and
shall
be used in all corporate communications in order to create a congruent message
to all existing and future shareholders.
(ii) Name,
logo and graphic design: The Consultant shall study and suggest by-lines
or
slogans for the Company in order to portray a clear and concise message to
all
existing and future shareholders.
(iii)
Corporate profile: Based on the Informational Package and Business
Plan, the Consultant shall design a professional Corporate Profile. This
shall
be in full color and be between 2 and 4 pages in length. (printing shall
be
responsibility of the Company)
(iv)
Website design. Consultant shall advise with respect to the further development
of the Company's Web site that includes existing and other sections to be
named.
Consultant shall suggest means to capture email address for possible
use.
(v)
Public Speaking Coaching. Consultant shall advise the Company's executives
with
respect to speaking engagements or presentations involving the Company's
business and the financial or business community.
(b) Public
Trading and Marketing Services:
(i)
Consultant shall advise with regard to shareholder relations and public
relations matters including but not limited to, the drafting and review of
press
releases, quarterly and annual reports, and correspondence with
shareholders.
(ii)
Consultant shall advise with respect to the design of a corporate information
package. including a Corporate Profile of the Company and a collection of
Company press releases.
(iii)
Consultant
shall distribute press releases on behalf of the Company to various service
providers that specializes in the dissemination of news online and in print
media.
3. Compensation:
As
consideration for the Consultant's services, the Company agrees to pay the
Consultant as follows;
(a)
The
Company or its designee shall issue 1,465,000 shares of AXVC to Consultant
upon
signing this agreement. The shares shall be valued based on 85% of the lowest
closing bid price within the prior 30 days. In the event Company is not able
to
issue free trading shares it agrees to file a registration statement as soon
as
possible in order to register the Consultant's Shares and to keep such
registration in effect for a period of 6 months if so requested by the
Consultant.
The
Company shall not
reimburse the Consultant for expenses incurred by Consultant in performing
its
obligations under this Agreement. Said expenses shall be included in the
fee
paid.
The
Consultant shall be responsible for paying taxes on any actual gains it realizes
on the Stock
4. Liability
of Consultant:
In
furnishing
the Company with management advice and other services as herein provided,
neither Consultant nor any officer, director or agent thereof shall be liable
to
the Company or its creditors for errors of judgment or for any matters except
willful malfeasance, bad faith or gross negligence in the performance of
its
duties or reckless disregard of its obligations and duties under the terms
of
this Agreement
It
is
further understood and agreed that Consultant may rely upon intoiiiiation
furnished to it by the Company which Consultant reasonably believes to be
accurate and reliable and that, except as herein provided. Consultant shall
not
be accountable for any loss suffered by the Company by reason of the Company's
action or non-action on the basis of any advice, recommendation or approval
of
Consultant, its partners, employees or agents, except as provided in the
previous paragraph.
5. Status
of
Consultant:
Consultant
shall be deemed to be an independent Contractor and, except as expressly
provided or authorized in this Agreement, shall not have authority to act
or
represent the Company.
6. Other
Activities of Consultant:
The
Company recognizes that Consultant now renders and may continue to render
management and other services to other companies which mayor may not have
policies and conduct activities similar to those of the Company_ Consultant
shall be free to render such advice and other services and the Company hereby
consents thereto. Consultant shall not be required to devote its full time
and
attention to the performance of its duties under this Agreement, but shall
devote only so much of its time and attention as the Consultant deems reasonable
and necessary for such purposes.
7. Control:
Nothing
contained herein shall be deemed to require the Company to take any action
contrary to its Certificate of Incorporation or by-laws. or any applicable
statue or regulation, or to deprive its Board of Directors of their
responsibility for any control of the conduct or the affairs of the
Company.
8. Term:
Consultant's
retention shall be for a term of seventy two months.
9. Miscellaneous:
This
Agreement sets forth the entire agreement and understanding between the parties
and supersedes all prior discussions, agreements and understandings of every
and
any stature between them.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of
the
day and year first written above.
Twilight
Bay L.L.C. Axial
Vector Engine Corporation
/s/
Xxxxx
Xxxx
/s/
Xxxxxx Xxxxxxx
Xxxxx
Xxxx Xxxxxx
Xxxxxxx
Director
Secretary
Treasurer
