ex107


    

      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/
        Nancy
        Lake                                               
        /s/
        Samuel Higgins

      Nancy
        Lake     Samuel
        Higgins

      Director                                                            
        Secretary
        Treasurer