exhibit101.htm


    MEMORANDUM
      OF UNDERSTANDING

    JOINT
      VENTURE AGREEMENT

    


    


    This
      MOU
      / Joint Venture Agreement (the “Agreement”) is effective September 24,
      2007.

    


    
      	
              BETWEEN:

            	
              Axial
                Vector Engine Corporation (the “First Joint Venture”), a corporation
                organized and existing under the laws of the Nevada, with its head
                office
                located at:  121 SW Salmon Street, Suite 1100, Portland,
                Oregon  97204 USA

            
	 	 
	
              AND:

            	
              Eastcom
                LTD (the “Second Joint Venture”), a corporation organized and existing
                under the laws of the United Kingdom, with its head office located
                at:  Suite No. 17,30 Uarley Street, London W1G 9PW United
                Kingdom.

            


    

    


    This
      Agreement is entered by First Joint Venturer and Second Joint Venturer, herein
      after collectively referred to as the “Joint Venture”, for the purposes of
      performing Engine manufacturing and distribution.

    


    WITNESSETH:

    


    WHEREAS,
      the parties are desirous of forming a Joint Venture (the “Venture),
      under the laws of the United Kingdom by execution of this Agreement for the
      purposes set forth herein and are desirous of fixing and defining between
      themselves their respective responsibilities, interests, and liabilities in
      connection with the performance of the before mentioned project;
      and

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and promises herein
      contained, the Parties herein agree to constitute themselves as Joint Venturers,
      henceforth, “Venturers” for the purposes before mentioned, and intending to be
      legally bound hereby, the parties hereto, after first being duly sworn, do
      covenant, agree and certify as follows:

    


    1.            
      DEFINITIONS

    


    “Affiliate”
      shall refer to (i) any person directly or indirectly controlling, controlled
      by
      or under common control with another person, (ii) any person owning or
      controlling 10% or more of the outstanding voting securities of such other
      person, (iii) any officer, director or other partner of such person and (iv)
      if
      such other person is an officer, director, joint Venturer or partner, any
      businesses or entity for which such person acts in any such
      capacity.

    


    “Venturers”
      shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated
      and admitted to the Venture.

    


    “Internal
      Revenue Codes” “Code” or “I.R.C.” shall refer to the current and applicable
      Internal Revenue Code.

    


    “Net
      Profits and Net Losses” means the taxable income and loss of the
      Venture.


    
      
         

      

      
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    The
      “Book” value of an asset shall be substituted for its adjusted tax basis if the
      two differ, but otherwise Net Profits and Net Losses shall be determined in
      accordance with federal income tax principles.

    


    “Project”
      shall refer to that certain engine development program project known as AVEC
      Engines.

    


    “Treasury
      Regulations” shall refer to those regulations promulgated by the Department of
      the Treasury with respect to certain provision of Internal Revenue
      Code.

    


    2.           PURPOSE
      OF THE JOINT VENTURE

    


    The
      purpose of the Venture shall be to perform AVEC engine manufacturing and sales
      in Europe and the Middle East.

    


    3.           TERM

    


    The
      term
      of the Venture shall be twenty years.

    


    4.           
      ACCOUNTING
      AND AUDITING

     

    4.1          Books

    


    Eastcom
      Ltd will keep books of accounts which may be audited at any time by Axial to
      verify sales and royalties.  Axial will agree to pay the cost of said
      audit.

    


    RESOLUTION
      OF DISPUTES

    


    At
      disputes arising out of this Agreement between the Venturers that is not
      resolvable by good faith negotiations by the same, shall be filed with the
      International Arbitration Association in Paris, France and there judgment shall
      be final.

    


    5.           
      OTHER
      PROVISIONS

    


    5.1          
      Eastcom
      shall pay to AVEC $500,000 USD as an advance royalty and shall pay per unit
      royalty of 20% per engine gross sales.  These payments are to be
      within ten days of each manufactured engine being completed.

    


    5.2           Eastcom
      must begin final assembly engines no later than 120 days from date of signing
      unless a written waiver of such date is given by AVEC.

    


    5.3          
      Eastcom
      shall have the right to select two countries which it shall have exclusive
      rights to sales, service and market all AVEC projects to for the duration of
      this agreement.  This selection must be made not later than 30 days
      after the first of the initial 200 engines has been produced and delivered
      to
      the customer.


    
      
         

      

      
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    6.  ENTIRE
      AGREEMENT

    


    This
      agreement constitutes the entire agreement of the parties and may not be
      altered, unless the same is agreed upon in writing signed and acknowledged
      by
      the parties.

    


    This
      agreement is binding upon the heirs, court appointed representatives, assigns,
      and successors of the parties.

    


    7.  GOVERNING
      LAW

    


    This
      agreement shall be governed by the laws of the United Kingdom.

    


    IN
      WITNESS WHEREOF, each party to this agreement has caused it to be
      executed at [place of execution] on the date indicated below.

    


    
      	
              FIRST
                PARTY

            	
              SECOND
                PARTY

            
	 	 
	
              Authorized
                Signature

            	
              Authorized
                Signature

            
	 	 
	 	 
	
              /s/
                Samuel
                Higgins                  
                

            	
              /s/
                Behzed
                Khakbuei                  
                

            
	
              Samuel
                Higgins

            	
              Behzed
                Khakbuei

            
	
              Chairman

            	
              Managing
                Director

            


    

    


     

     

    
 

    
      
         

      

      
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