ex106


    Goodrich
      Capital

    International

    Corporate
      Financial Advisors

    52
      Vanderbilt, Suit 501

    New
      York,
      NY 10017

    Tel:
      212-973-9400

    Fax:
      212-557-7611

    E-mail:
      mail@goodcap.com

    


    September
      26, 2005

    


    Dr
      Raymond Brouzes

    President
      & CEO

    Axial
      Vector Engine Corporation

    One
      World
      Trade Center

    121
      SW
      Salmon Street, Suite 1100

    Portland,
      Oregon 97204

    


    Dear
      Ray:

    


    This
      letter agreement (the “Agreement”) will confirm that Axial Vector Engine
      Corporation (the “Company”) has engaged Goodrich Capital (the “Advisor”) as the
      Company’s exclusive business and financial advisor on the terms set forth
      herein.

    


    
      	1.  	
              SERVICES.
                Advisor will assist the Company and its subsidiaries and affiliates
                by
                providing strategic planning services, financial advisory services,
                business consulting and such other services as required to assist
                the
                Company in securing the required capitalization as described in the
                “Engagement Proposal Outline” attached hereto as Appendix A (the
                “Outline”) or as the Company and Advisor otherwise mutually agree (the
                “Services”). The Services shall not include any services that would
                constitute Advisor as a broker-dealer (see Section 9 below), and
                this
                Agreement is not intended for the purpose of selling or buying securities.
                Advisor will devote such time and efforts to the affairs of the Company
                as
                is reasonable and adequate to render the Services. In conjunction
                with the
                Services, Advisor agrees to make itself available to the officers
                of the
                Company at mutually agreed upon place(s), during normal business
                hours and
                for reasonable periods of time, subject to reasonable advance notice
                and
                mutually convenient scheduling. Otherwise, Advisor will have the
                latitude
                to perform the Services at the Advisor’s business location. Given the
                nature of the Services, Advisor cannot warrant or guarantee any particular
                outcome. Further, the advice and direction provided by Advisor as
                a result
                of the Services will constitute recommendations only, subject to
                acceptance and implementation by the Company in its discretion. In
                the
                event that the Company determines to engage an executive recruiting
                firm
                in order to implement any of the executive staffing recommendations
                arising out of the Services, the Company shall engage Stanton-Chase
                International, an affiliate of Advisor, on mutually agreeable terms
                and
                pursuant to a separate engagement
                letter.

            


    

    


    
      	2.  	
              INDEPENDENT
                CONTRACTOR. Advisor is an independent contractor in the performance
                of the
                Services. Advisor will not, by reason of this Agreement or the performance
                of the Services, be or be deemed to be an employee, agent, partner,
                co-venturer or controlling person of the Company, and Advisor will
                have no
                power to enter into any agreement on behalf of or otherwise bind
                the
                Company.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          Dr.
            Raymond Brouzes

          September
            26, 2005

          Page
            2

        

      

    

    
 

    
      	3.  	
              COMPENSATION.
                The Company will compensate Advisor for the Services rendered hereunder
                as
                follows:

            


    

    


    
      	a.  	
              Throughout
                the term of Advisor’s engagement, the Company agrees to pay to Advisor a
                nonrefundable cash fee related to the level of services provided,
                payable
                monthly in advance. The initial phase of the project as described
                in the
                Outline involves the first three month period of Services during
                which the
                Advisor will be paid a fee of $150,000. The fee will be paid at the
                monthly rate of $50,000. The Company shall make the first payment
                upon the
                execution of this Agreement, covering the first month thereafter.
                The
                monthly fee shall be pro rated for any partial months. On or about
                90 days
                from the date hereof, the Company and Advisor will jointly evaluate
                the
                monthly fee in light of the continuing Services to be rendered and
                will
                consider in good faith whether an equitable adjustment (increase
                or
                decrease) is warranted.

            


    

    


    
      	b.  	
              For
                each capital raising transaction closed during the term of Advisor’s
                engagement (or thereafter in accordance with Section 5 below), the
                Company
                agrees to pay or issue, as applicable, to Advisor for the Services
                (i) a
                cash fee equal to five percent (5%) of the “Transaction Amount” (as
                defined below) or the equivalent economic value of a strategic partnership
                as agreed by the parties in good faith; and (ii) warrants to purchase
                five
                percent (5%) of the capital stock of the Company issued in conjunction
                with such capital raising transaction (same class of stock as purchased
                by
                investors, e.g. Series A Preferred, and same purchase price). In
                the event
                there is more than one transaction, Advisor will be issued initial
                warrants at the first closing and additional warrants at each subsequent
                closing, but only based on the additional shares (or equivalent equity
                interests) issued in each such subsequent closing. The warrants will
                contain customary terms for similar transactions, including, without
                limitation, anti-dilution provisions for stock splits, stock dividends,
                merger and other recapitalization transactions; the ability of Advisor
                to
                transfer the warrants, or underlying shares upon exercise, to Advisor’s
                assignees; cashless exercise rights; and piggyback registration and
                tag
                along rights on the underlying
                shares.

            


    

    


    As
      used
      herein “Transaction Amount” shall mean the total proceeds and other
      consideration paid or received and to be paid or received (which shall be deemed
      to include amounts paid into escrow) and all liabilities assumed in connection
      with a transaction, including, without limitation: (i) cash; (ii) interest
      bearing notes or other types of interest bearing debt, securities, and other
      property valued at the fair market value thereof; (iii) payments to be made
      in
      installments; (iv) amounts paid or payable under consulting agreements,
      agreements not to compete or similar arrangements; and (v) the net present
      value
      of contingent payments (whether or not related to the Company’s earnings or
      operations).

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

        
          Dr.
            Raymond Brouzes

          September
            26, 2005

          Page
            3

        

      

    

     

    Subject
      to the following sentence, the fee under Section 3(b) will be paid or issued
      at
      the closing of the applicable transaction. In the event that a transaction
      is
      closed, but the proceeds (i) are receivable in installments or subject to
      contingencies, all cash fees in respect thereof will be subject to the same
      payment schedule or contingencies and Advisor will be paid a portion of its
      fee
      at the closing and upon the payment of each such installment on a pro rata
      basis; (ii) are receivable pursuant to a note or notes, all fees in respect
      thereof will be paid on a pro rata basis when and to the extent that payments
      on
      such note(s) are actually received by the Company; or (iii) are escrowed all
      fees in respect thereof will be paid only when such escrowed amounts are
      released from escrow.

    


    
      	4.  	
              EXPENSES.
                In addition to any fees that may be payable to Advisor hereunder,
                the
                Company will reimburse Advisor on a monthly basis for all reasonable
                travel and other out-of-pocket expenses incurred in performing the
                Services hereunder upon presentation by Advisor to the Company of
                written
                documentation evidencing the same reasonably satisfactory to the
                Company.
                Advisor undertakes not to incur expenses that exceed $1,000 per month
                without the Company’s prior
                approval.

            


    

    


    
      	5.  	
              TERM.
                Advisor’s engagement will commence on the date hereof and will continue
                for one (1) year and shall automatically renew for additional periods
                of
                1-year each provided that Advisor has met applicable performance
                goals to
                be agreed upon between the parties and memorialized in writing.
                Notwithstanding termination or expiration of this Agreement, if any
                investor or strategic partner introduced to the Company by Advisor
                consummates one or more investments in or transactions with the Company
                during the 12-month period following the date of termination or expiration
                of this Agreement, the Company will pay Advisor upon the closing
                of each
                such investment or tansaction a fee under Section 3(b) equal to the
                amount
                that would have been paid had this Agreement been in place. Payment
                will
                be made in accordance with Section 3 above. Sections 3, 5, 6, 7,
                8, 9, 10,
                11 and 12 will survive the termination or expiration of this Agreement,
                and any other provisions which are expressly or by implication intended
                to
                survive termination or expiration of this
                Agreement.

            


    

    


    
      	6.  	
              INDEMNITY.
                The Company agrees to indemnify, defend, and hold harmless Advisor
                as set
                forth on Exhibit A.

            


    

    


    
      	7.  	
              CONFIDENTIALITY.
                In connection with this Agreement, the Company will furnish Advisor
                with
                information reasonably requested by Advisor. Advisor will rely solely
                upon
                such information supplied by the Company and its representatives
                without
                assuming any responsibility for independent investigation or verification
                thereof, or for any misstatements or omissions therein. To the extent
                consistent with legal requirements, all information provided to Advisor
                by
                the Company, unless publicly available or otherwise available to
                Advisor
                without restriction or breach of any confidentiality obligation,
                will be
                held by Advisor in confidence and, without the Company’s prior approval,
                will not be disclosed to anyone, other than Advisor’s owners, members,
                officers, employees, and subcontractors or service providers involved
                in
                the Services (collectively, the employees, and subcontractors or
                service
                providers involved in the Services (collectively, the “Representatives”)
                who have a need to know such information in connection with this
                engagement, or used for any purpose other than the transactions
                contemplated hereunder. In the event that Advisor is requested in
                any
                proceeding to disclose any such confidential information, Advisor
                will
                

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

        
          Dr.
            Raymond Brouzes

          September
            26, 2005

          Page
            4

        

      

    

     

    
      	 	give the Company prompt notice of such request so
              that
              the Company may seek an appropriate protective order. The Company agrees,
              however, that if Advisor is nevertheless compelled to disclose any
              such
              information as Advisor is explicitly required to disclose), provided
              that,
              upon the Company’s request and at the Company’s expense, Advisor uses
              commercially reasonable efforts to obtain assurances that confidential
              treatment will be accorded to the information so disclosed. Advisor
              will,
              upon the written request of the Company, return to the Company or destroy
              all of its confidential information received or developed pursuant
              to this
              Agreement (and all copies and reproductions thereof); provided that
              Advisor may retain one copy of the confidential information in a file
              accessible only to counsel for the purpose, in the event of a future
              dispute, of proving what information it did or did not receive
              hereunder.


    

     

    
      	8.  	
              USE
                OF ADVISOR NAME. The Company agrees not to, directly or indirectly,
                refer
                to Advisor or attribute any information to Advisor (A) in the press,
                (B)
                for advertising or promotional purposes, or (C) for the purpose of
                informing or influencing any third party, including the investment
                community, without the prior written consent of Advisor, which consent
                (as
                to (C)), shall not be unreasonably withheld or
                delayed.

            


    

    


    
      	9.  	
              BROKER-DEALER.
                The Company acknowledges that the compensation specified in this
                Agreement
                is related to Advisor’s consultative efforts in business and financial
                planning. Advisor is not a licensed securities broker-dealer and
                therefore
                Advisor is not involved under this Agreement in the sale of securities
                on
                behalf of the Company or any issuer affiliated with the Company.
                Advisor
                does not intend to perform services that are defined in the Securities
                Exchange Act of 1934 as being exclusive to licensed broker-dealers.
                Moreover, Advisor does not negotiate raising of capital transactions,
                does
                not directly solicit purchasers of the Company’s securities and will not
                hold any funds or securities in a capital raising transaction. Further,
                neither Advisor nor any of its members or employees provides any
                legal
                advice or counsel.

            


    

    


    
      	10.  	
              NO
                BROKER. The Company has not dealt with any broker, investment banker,
                agent, or other person, except for Advisor, who may be entitled to
                any
                commission or compensation in connection with this Agreement or the
                transactions contemplated hereby.

            


    

    


    
      	11.  	
              ENTIRE
                AGREEMENT. This Agreement constitutes the entire agreement between
                the
                parties pertaining to the subject matter hereof and supersedes and
                cancels
                any prior communications, representations, understandings, and agreements
                between the parties. No modifications of or changes to this Agreement
                will
                be binding, nor can any of its provisions be waived, unless agreed
                to in
                writing by the parties.

            


    

    


    
      	12.  	
              GOVERNING
                LAW. This Agreement will be interpreted under and governed by the
                laws of
                the State of New York, without regard to its choice of laws principles.
                Any controversy, dispute, or claim between the parties relating to
                this
                Agreement will be resolved in a confidential manner by binding arbitration
                in New York, New York in accordance with the rules of the American
                Arbitration Association. Judgment upon the award rendered by the
                arbitrator may be entered in any State or Federal court having
                jurisdiction thereof.

            


    

    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

        
          Dr.
            Raymond Brouzes

          September
            26, 2005

          Page
            5

        

      

    


    
      


      
        	13.  	
                SAVINGS
                  CLAUSE. If any term or other provision of this Agreement is determined
                  to
                  be invalid, illegal or incapable of being enforced by any rule
                  of law or
                  public policy, all other terms, provisions and conditions of this
                  Agreement shall nevertheless remain in full force and effect. Upon
                  such
                  determination that any term or other provision is invalid, illegal
                  or
                  incapable of being enforced, the parties hereto will negotiate
                  in good
                  faith to modify this Agreement so as to effect the original intent
                  of the
                  parties as closely as possible to the fullest extent permitted
                  by
                  applicable law in an acceptable manner to the end that the transactions
                  contemplated hereby are fulfilled to the extent possible. Nothing
                  in this
                  Agreement will be interpreted so as to require either party to
                  violate any
                  applicable laws.

              


      

      


      We
        are
        delighted to accept this engagement and look forward to working with you.
        Please
        confirm that the foregoing is in accordance with your understanding of our
        agreement by signing and returning to us a copy of this letter. We are confident
        that you will be pleased with our performance.

      


      Very
        truly yours,

      


      GOODRICH
        CAPITAL

      


      By:
        /s/ Robert E. Albus

      Robert
        E.
        Albus

      President
        and CEO

      


      Accpeted
        and agreed to as of the

      Date
        set
        forth above:

      


      Axial
        Vector Engine Corporation

      


      By:
        /s/ Dr. Raymond Brouzes

      Dr.
        Raymond Brouzes

      Title:
        President and CEO

    

    


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

        
          Dr.
            Raymond Brouzes

          September
            26, 2005

          Page
            6

        

      

    

    


    


    


    
      Exhibit
        A

      


      The
        Company agrees to indemnify, defend, and hold harmless Advisor and its
        affiliates, directors, officers, counsel, employees, agents, members, managers,
        successors, assigns and controlling persons (each, an “Indemnified Party”) from
        and against any and all losses, claims, damages, costs, expenses, and
        liabilities (including any investigatory, legal, and other expenses as they
        are
        incurred by an Indemnified Party in connection with preparing for or defending
        any action, claim, or proceeding, whether or not resulting in any liability)
        (collectively, “Indemnifiable Losses”) to which any Indemnified Party may become
        subject or liable relating to or arising out of (a) this Agreement or the
        Services to be performed under this Agreement or any agreement between the
        parties to this Agreement, (b) any transactions referred to in this Agreement
        or
        any transactions arising out of the transactions contemplated by this Agreement,
        (c) any inaccuracy in or breach in the representations and warranties of
        the
        Company contained in this Agreement, and (d) any failure of the Company to
        perform its obligations under this Agreement, provided that the Company shall
        not be liable to an Indemnified Party in any such case to the extent that
        any
        such Indemnifiable Loss is found in a final, nonappealable judgment by a
        court
        of competent jurisdiction or by arbitration to have resulted as a direct
        and
        proximate cause from the willful misconduct or gross negligence of an
        Indemnified Party. If for any reason, except as specifically provided herein,
        the foregoing indemnity for Indemnifiable Losses is unavailable to an
        Indemnified Party or insufficient to fully hold any Indemnified Party harmless,
        then the Company agrees to contribute to the amount paid or payable by such
        Indemnified Party harmless, then the Company agrees to contribute to the
        amount
        paid or payable by such Indemnified Party as a result of such Indemnifiable
        Losses in such proportion as is appropriate to reflect the relative benefits
        received by and fault of the Company, on the one hand, and the relative benefits
        received by and fault of the Indemnified Party, on the other hand.