CRGS CurAegis Technologies Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement.

On December 12, 2007, Torvec granted High Density Powertrain, Inc. ("HDP") of Waterford, Michigan an exclusive, worldwide license to incorporate Torvec’s Constant Velocity Joint technology(our Sphere-Gear™ CV Joint) in HDP’s family of highly powered, multifueled, fuel efficient, light weight, cost effective internal combustion piston engines. Under the license agreement, Torvec has been appointed HDP’s exclusive supplier of Sphere-Gear CV Joints at appropriately competitive prices for installation on HDP’s multifuel engines’ swash-plate mounting structures.

In consideration for the grant of the license, Torvec will receive annual royalties equal to 5% of annual gross revenues generated by the sale of HDP’s multifuel engines and 5% of gross revenues received from all sublicenses of HDP’s engine technology.

The license is limited to Torvec’s CV Joint technology and under the license agreement, Torvec retains all rights in its CV Joint technology for all applications other than its use in HDP’s multifuel engine.

HDP is in the business of providing customers with a total Powertrain solution, including an engine that is 25% of the size and weight, has 20% of the parts and a 25% increase in fuel efficiency compared to conventional engines. HDP intends to utilize Torvec’s CV Joint technology to minimize engine piston friction. HDP is affiliated with LSM System Engineering, also based in Waterford, Michigan, which is a designer and producer of some of the world’s top performance Powertrain components.

In connection with this arrangement, Mr. Clifford Carlson has agreed to join our staff as a consultant to Torvec. Cliff retired from General Motors Advanced Powertrain after more than 30 years. The owner of numerous auto-related patents, Cliff is internationally recognized for the development of the world’s first closed-loop fuel injection carbureted car in 1977 and the first production-model vehicle with a cost effective, fuel injected base engine in 1983. After retiring from General Motors as the Manager of Advanced Powertrain Architecture and Propulsion Concepts, Cliff spent the next 7 years in the same position at Ford Motor Company. At Ford, Cliff managed the development of the first Hydraulic Launch Assist system.

After his retirement from Ford, Cliff became a Powertrain consultant for the Army’s hydraulic hybrid program ("Project Hammer").

Cliff brings over 40 years of development expertise and industry-wide Powertrain contacts that can be readily applied to all of Torvec’s technologies. Cliff is a partner in HDP and is convinced that HDP’s new, highly compact, cost and fuel efficient multifuel engine will create many synergies with Torvec’s automotive technologies.

Link to Cliff's Background

http://www.torvec.com/images/LSM/CLIFF_barckground.pdf

Link to Mr. Lowe's Background

http://www.torvec.com/images/LSM/Steve_Lowe_Background.pdf