CONSULTING AGREEMENT WITH CAPITAL CAMPAIGNS, INC

Exhibit 10.56

CONSULTING AGREEMENT
WITH
CAPITAL CAMPAIGNS, INC.

This Consulting Agreement is made and entered into as of the 6th day of February, 2009, by and between Capital Campaigns, Inc. (the “Consultant”), with a business address located at Suite 109, 6990 Falls Reach Drive, Falls Church, Virginia 22043 and Torvec, Inc. , (the “Company”), with a business address located at 1999 Mount Read Blvd., Building 3, Rochester, New York 14615.

WHEREAS , the Company has designed, developed and intends to commercialize certain paradigm-shifting technology in the automotive industry, including its infinitely variable transmissions, its pump/motor, its IsoTorque ^® differential, its constant velocity joint and its full terrain vehicle (FTV ^® ); and,

WHEREAS, the Consultant is a strategic planning, government relations, marketing and public relations company with experience in the national political scene for over thirty years; and,

WHEREAS, the Consultant desires to assist the Company grow its business and commercialize its technology portfolio;

NOW THEREFORE, in consideration of the mutual promises made herein, the Consultant and the Company hereby agree to the following:

I. EXCLUSIVITY

The Company hereby engages the Consultant on an exclusive basis for the term specified in Section II hereof to render consulting services to the Company as a strategic planning, governmental relations, marketing and public relations specialist upon the terms and conditions set forth herein.

II. TERM

This Consulting Agreement shall be effective for one (1) year from the date hereof but is cancelable by either party at any time for nonperformance upon thirty (30) days written notice. The party seeking to cancel this Consulting Agreement will provide the other party with a written explanation of the item(s) constituting any alleged nonperformance in its thirty (30) day written notice and the nonperforming party shall have such thirty (30) day period within which to address the item(s) so specified and, if necessary, effect a cure so as to keep this Consulting Agreement in full force and effect.

III. DUTIES AND RESPONSIBILITIES OF THE CONSULTANT

During the term of this Consulting Agreement, the Consultant shall provide the Company with such regular and customary consulting services with respect to the commercialization of any or all of the Company’s automotive technologies that are within the Consultant’s expertise to deliver. It is understood and acknowledged by the Company that the Consultant shall be obligated to render its services in good faith and on a best efforts basis only. During the term of this Consulting Agreement, the Consultant’s duties will include, but will not necessarily be limited to, providing services to the Company concerning the following matters:

(A)  The Consultant will provide recommendations with respect to and assist the Company secure mutually agreed upon financing (from $5,000,000 to $40,000,000, plus), both public and private, to be used by the Company to commercialize its technology portfolio. To this end, the Consultant will provide recommendations with respect to and assist in the structuring and implementing proposed transactions regarding the Company’s automotive technologies. It is understood that the final acceptance of any proposed transaction will be at the sole discretion of the Company, and that the Consultant will have no authority to act on behalf of the Company;

(B)  The Consultant will render strategic planning, governmental relations, marketing and public relations services to the Company on an ongoing basis in connection with all of the Company’s business strategies, including potential licenses, joint ventures and other business combinations.

IV. DUTIES AND RESPONSIBILITIES OF THE COMPANY

(A)  During the term of this Consulting Agreement, the Company will provide the Consultant with all such documentation, including but not limited to, narrative and technical descriptions of its technologies, video presentations, data, documents and reports respecting its business and its technologies as Consultant deems necessary and/or appropriate to facilitate the performance of Consultant’s responsibilities as set forth herein;

(B)  During the term of this Consulting Agreement, the Company will make any and all its personnel available at such times and places as Consultant considers necessary and/or appropriate and will complete all funding request applications and forms and provide all such documentation as Consultant considers necessary and/or appropriate to enable Consultant to assist the Company secure mutually agreed upon financing, both public and private.

V. CONSULTANT’S COMPENSATION; PAYMENT OF PRE-APPROVED EXPENSES

(A)  During the term of this Consulting Agreement, in consideration for the services to be rendered by the Consultant, the Company will pay the Consultant a consulting fee equal to $20,000 per month. Such payment shall be made to the Consultant based upon invoices submitted by the Consultant to the Company on or before the 15 ^th day of each calendar month commencing February 15, 2009. Such payment will be made within five (5) days after the Company’s receipt of each such invoice, except that Consultant expressly agrees that unless and until the Company shall have secured the mutually agreed upon amount of financing as described in Article III (A), the Company will be obligated to pay Consultant only 20% of each such invoice, namely, $4,000 per month;

(B)  Upon receipt by the Company of the mutually agreed upon amount of financing as described in Article III (A), the Company will pay Consultant an incentive fee equal to $100,000 for each $2,000,000 secured with the amount of such incentive fee prorated to the actual amount of funds secured;

(C)  Upon receipt by the Company of the mutually agreed upon amount of financing as described in Article III (A), the Company will pay the Consultant the