LICENSE AND JOINT VENTURE AGREEMENT (Proposed)

THIS AGREEMENT is made this _____ day of March 2006, to be effective April ___, 2006, by and between Axial Vector Engine Corporation (hereinafter Axial) and Trans Max Technologies, Inc. (hereinafter Trans Max) for the development, production and marketing the Axial Vector™ Engine in conjunction with US Patents Nos. 6,886,776 and 6,892,979 for use in a VTOL Personal Aircraft.

1.    Axial, a Nevada corporation, is engaged in developing engine technology.

2.    Trans Max, a Nevada corporation, is seeking engine technologies for use in a flying vehicle.

3.    Axial is seeking to market their engine technologies for potential commercial uses.

4.    Trans Max and Axial are desirous of entering into a relationship by way of this Agreement wherein Trans Max license the right to produce the Axial Vector Engine Ô (hereinafter the Engine) for use in a flying vehicle.

5.    All of the above recitals are hereby made an integral part of this Agreement and shall have substantive effect in interpreting the provisions of this Agreement.

WHEREAS, Axial represents that it possesses the skill and ability to configure the Engine for use in a VTOL Personal Aircraft, and wherein Trans Max can build prototypes, test and upgrade the Engine and market it for commercial use in the VTOL, and where it is deemed to the mutual benefit of Trans Max and Axial to enter into this Agreement upon the terms and conditions set forth.

NOW THEREFORE, in consideration for the mutual covenants and promises herein contained, the undersigned hereby agree to the following:

1.    RELATIONSHIP BETWEEN TRANS MAX AND AXIAL

a.    Axial will license to Trans Max the right to the Engine for use in a flying vehicle, including upgrades and building a prototype, testing and marketing the VTOL Personal Aircraft.

b.    Trans Max will expend its best efforts in production and modification of the VTOL Personal Aircraft to allow for maximum promotion, marketing and sales.

c.    Axial will grant Trans Max the exclusive rights to use the Engine for VTOL Personal Aircraft. Axial will keep the exclusive rights to the Engine, including any patentable rights that may be developed by Trans Max. Axial will retain ownership of all design of the Engine, including upgrades, developments and modifications by Trans Max.

d.    In exchange for the exclusive rights to use and produce the Engine for VTOL Personal Aircraft, Axial shall receive a license fee from Trans Max in the amount of twenty-five percent (25%) of net revenues generated by Trans Max through the sale of VTOL Personal Aircrafts which utilize the Engine.

e.    The terms of this Agreement shall last for a period of five (5) years unless terminated by joint agreement of the parties or pursuant to the terms of this Agreement and will be renewable for additional five (5) year periods upon agreement of the parties. This Agreement and any renewals shall be exclusive.

f.    Axial and Trans Max will use their best efforts to perform their duties and responsibilities pursuant to this Agreement.

g.    If Trans Max reaches a point where it is determined that the application of the Engine will not work for the VTOL Personal Aircraft or the VTOL Personal Aircraft is not feasible, Trans Max may terminate this Agreement and there will be no liabilities between the parties, as long as all existing and new intellectual

property, technologies and information is returned to Axial, and any of Axial’s costs of design and modification requested by Trans Max are paid to Axial.

h.    The intent of Trans Max is that the VTOL Personal Aircrafts will be ultimately produced by Trans Max in conjunction with a Joint Venture partner, who will provide manufacture and production, in the United Arab Emirates, for use in that country and others as appropriate regulations and guidelines are met.

i.    Both parties acknowledge that Samuel J. Higgins is a majority shareholder, director and officer of both companies and both Boards of Directors were aware of this in approving this Agreement with Samuel J. Higgins abstaining from voting.

2.    NON-COMPETITION

a.    During the term of this Agreement, neither Trans Max nor Axial, nor any person employed or engaged by Trans Max or Axial to fulfill its duties under this Agreement, shall, directly or indirectly, compete with this Agreement in the promotion, marketing, sales and production of Axial technology. The term “indirectly,” as used above, includes acting as a paid or unpaid director, officer, agent, employee of, or consultant to any enterprise, or acting as a proprietor or an enterprise, or holding any direct or indirect participation in any enterprise as an owner, partner, limited partner, joint venture, shareholder or creditor. This provision shall not be construed to affect either parties performance under this agreement

b.    Neither Axial nor persons employed or engaged by Axial to fulfill its duties under this Agreement shall, directly or indirectly, disclose or use at any time, whether during the term of this Agreement or after its expiration or termination, any confidential information, knowledge or data relating to Trans Max’s business or the products, technology and process of which Axial or its employees, agents or contractors become aware in the course of their activities under this Agreement. Such information, knowledge or data includes, but is not limited to, client and customer lists, sale files or records, price information, Product specifications, trademark files or records, and warranty claims or reports, mailing lists and good will or other intangible property used or useful in connection with the business of the company signing this Agreement.

c.    Neither Trans Max nor persons employed or engaged by Trans Max to fulfill its duties under this Agreement shall, directly or indirectly, disclose or use at any time, whether during the term of this Agreement or after its expiration or termination, any confidential information, knowledge or data relating to Axial’s

business or the products, technology and process of which Trans Max or its employees, agents or contractors become aware in the course of their activities under this Agreement. Such information, knowledge or data includes, but is not limited to, client and customer lists, sale files or records, price information, Product specifications, trademark files or records, and warranty claims or reports, mailing lists and good will or other intangible property used or useful in connection with the business of the company signing this Agreement.

d.    If, in any judicial proceeding, a court of competent jurisdiction shall refuse to enforce any of the separate covenants deemed included in this Agreement, or shall find that the term or geographic scope of one or more of the separate covenants is unreasonably broad, the parties shall use their best good faith efforts to attempt to agree on a valid provision which shall be a reasonable substitute for the invalid provision. The reasonableness of the substitute provision shall be considered in light of the purpose of the covenants and the reasonable interests of the parties signing this Agreement. The substitute provision, then the invalid or unreasonably broad provision shall be deemed deleted or modified to the minimum extent necessary to permit enforcement.

3.    CONFIDENTIALITY: NON-DISCLOSURE

a.    The parties understand that each party may have access to customer lists, credit information, customer contracts, trade secrets, research data, drawings, product specifications, warranty information, production processes, supply sources, supply contracts, plans, models, sales data, cost, price and other financial information, and other materials of the other party and its customers and suppliers as they may exist from time to time. The parties agree that such information and materials are valuable and unique assets of each party’s business, and that disclosure of such items would be detrimental to the other party. Each party, therefore, agrees:

b.    The parties will not at any time, or in any fashion, form or manner, either directly or indirectly, divulge, disclose or communicate to any person, firm or corporation in any manner whatsoever, any informat