Corporate Sponsorship Agreement

• Expiration Date: 31 October 2010
• Date: 18 May 2010
• Parties: Phoenix Performance, LLC ("Vendor"), Torevic Inc. ("Torvec")
• Section: Commercial Contracts

CORPORATE SPONSORSHIP AGREEMENT

This agreement (the “Agreement”) is entered into as of May 18, 2010, (the “Effective Date”) by and between Phoenix Performance, LLC, 481

Schuylkill Road, Phoenixville, PA 19460 (“Vendor”) and Torvec Inc.., a New York corporation with its principal place of business located at 1999

Mt Read Blvd, Building 3, Rochester, NY. 14615 (Torvec).

RECITALS

WHEREAS, the parties desire to enter into an agreement regarding promotional, marketing and sponsorship activities designed to be of

mutual benefit as described herein; and

NOW, THEREFORE, for and in consideration of the mutual covenants, rights and obligations set forth in this Agreement, the parties agree

as follows:

1. Term

The term of this Agreement (the “Term”) shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by

agreement or sooner terminated in accordance with this Agreement.

2. Termination

(a) Either party may terminate this Agreement immediately if the other party (i) files a petition commencing a voluntary case under the

Bankruptcy Code; (ii) makes a general assignment for the benefit of creditors; (iii) admits in writing its inability to pay its debts as they become

due; (iv) seeks, consents to or acquiesces in the appointment of any trustee, receiver or liquidator of it or any part of its property; or (v) has

commenced against it an involuntary case under the Bankruptcy Code or a proceeding under any receivership, composition, readjustment,

liquidation, insolvency, dissolution or like law or statute, which case or proceeding is not dismissed or vacated within sixty (60) days.

(b) Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL,

EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.

Preparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:

a. 1 round of the World Challenge series in the GTS class (Mosport Double);

b. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen

Double);

c. the SCCA runoffs at Road America.

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5. Payment and Other Consideration

As consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor:

See Exhibit A

The schedule set forth in Exhibit A will constitute invoicing for the events. Notwithstanding the above, Torvec may, in its sole

discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks

prior to the due date(s) for payment hereunder. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill

Rd, Phoenixville, Pa. 19460.

(b) Equipment

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3.

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Responsibilities and Benefits

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Vendor shall be responsible for the following in 2010:

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4.

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Torvec Benefits

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During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:

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a)

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Primary sponsorship rights to all of Vendor’s participation efforts in the above race events.

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b)

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The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team

equipment and uniforms.

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c)

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Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.

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(a)

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Payment Schedule