mgmtconsltngagrmt Ex 10-1




Management
Consulting Contract







This
agreement made April 17, 2005 by and between Aero
Marine Engine, Inc., a Nevada
Corporation (hereinafter the “Company”) and Arube Holdings Inc., (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)

 







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      (iv)
	
      Web
      site 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 AOME 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. 










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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 information
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 may or 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 sixty months.

 







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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 nature between them. 




IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the
day and year first written above.




Arube
Holdings Inc.      Aero
Marine Engines, Inc






               
/s/ Albert
Davis                                                                
/s/ Raymond
Brouzes, Ph.D.

               
Albert
Davis                                                            
Raymond
Brouzes, Ph.D.

               
Director                                                                   
President

 









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