Sonic Jet Performance, Inc.
00000 Xxxxxxx Xxx. Xxxx 00
Xxxxxxx, XX 00000
October 30, 2002
A. AGREEMENT: Sonic Jet Performance, Inc., herein referred to as "SJET" and
Xxxxxxxx Xxxxxxx Inc., herein referred to as "Xxxxxxxx" hereby enter into
this agreement for the purpose of providing capital raise services to SJET.
Xxxxxxxx agrees to provide the herein below described services to SJET, and
SJET agrees to provide the herein below compensation for said services.
B. SERVICES PROVIDED:
1. Xxxxxxxx will use its "best efforts" to raise capital for
SJET. Specifically, Xxxxxxxx will attempt to secure investors in
the Private Placement dated April 10, 2002, with subsequent
amendments.
2. Xxxxxxxx will attempt to correspond with shareholders,
potential investors and the investment community for the purpose
of introducing and raising capital for SJET.
3. Xxxxxxxx may introduce candidates to SJET for strategic
alliance, joint venture or other beneficial business
relationships based upon subsequent agreement between the
parties.
4. Xxxxxxxx may introduce institutional investors to SJET and/or
schedule events within the financial community in an effort to
develop institutional investment in SJET (including investment
not according to the Private Placement referenced above).
5. Xxxxxxxx will provide compliance review, as needed, for all
monies raised in the Private Placement.
C. COMPENSATION: As compensation for Xxxxxxxx'x services under this Agree-
ment, SJET hereby promises and agrees to compensate Xxxxxxxx with an
initial due diligence fee of $2,500 and on an ongoing basis in the
following manner:
1. Twelve percent (12%) commission on any and all capital raised
for SJET directly by Xxxxxxxx; and
2. Five percent (5%) in SJET common stock on any and all capital
raised for SJET.
3. Certain referring parties will be paid directly by SJET on
Xxxxxxxx'x behalf, in amounts that may or may not exceed
compensation for money raised directly by Xxxxxxxx.
4. Fifty-dollars ($50) per customer compliance review performed.
D. TERMS AND CONDITIONS: This agreement will terminate, unless extended
by the written agreement of both parties, on December 31, 2003. This
Agreement may be cancelled upon 120 days advanced written notice to
the non-terminating party.
E. REPRESENTATIONS AND WARRANTIES: SJET and Xxxxxxxx hereby represent and
warrant as follows:
1. Both SJET and Xxxxxxxx have full legal authority to enter into
this Agreement.
2. The execution, delivery and providing of services under this
Agreement within the time and manner herein specified will not
conflict with, nor result in a breach of, nor constitute
default to any existing agreement, indenture, or other
instrument to which either SJET or Xxxxxxxx is currently a
party or by which either entity may be bound or affected.
3. SJET promises and agrees to cooperate with and to provide all
documents, records, certificates, signatures, releases or
other writings and/or things needed, necessary and/or
expedient to this Agreement upon written request.
4. Xxxxxxxx warrants that it holds a broker/dealer license and is
a broker/dealer in good standing with the Securities Exchange
Commission (SEC) and the National Association of Securities
Dealers (NASD).
5. Xxxxxxxx warrants that licensed brokers in good standing with
the Securities Exchange Commission (SEC) and the National
Association of Securities Dealers (NASD) will perform all
compliance work.
F. ASSIGNMENTS: This Agreement is binding and shall inure to the benefit
of the parties hereto and their respective successors and assigns
provided that not withstanding the foregoing, neither party shall
assign or transfer any rights or obligations hereunder, except that:
1. SJET may assign or transfer this Agreement to a successor
corporation in the event of a merger, consolidation, transfer, or
sale of all or substantially all of the assets of SJET, provided
that no such further assignment shall relieve SJET from liability
for the obligations assumed by it hereunder.
2. Xxxxxxxx may assign or transfer this Agreement to any member,
which is an affiliate of Xxxxxxxx or its employees, provided that
no such assignment shall relieve Xxxxxxxx from liability for its
obligations hereunder or that such transfer does not violate its
NASD Membership Agreement.
G. ENTIRE AGREEMENT: Each of the parties hereby covenants that this Agree
-ment is intended to and does contain and embodies herein all of the
understandings and agreements, both written and oral, of the parties
hereby with respect to the subject matter of this Agreement and that
there exists no oral agreement or understanding, expressed or implied,
whereby the absolute, final and unconditional character and nature of
this Agreement shall be in any way invalidated or adversely affected.
There are no representations or warranties other than those set forth
herein.
H. ARBITRATION: SJET and Xxxxxxxx each mutually agree to arbitrate any and
all differences, claims, or disputes, of every kind (statutory or
other) arising out of this agreement or its termination. Such arbitra-
tion would be in Orange County, California, or other mutually-agreed
location, before the American Arbitration Association, and in lieu of
any court action. In the event a dispute arises over the interpreta-
tion or performance of any party under this Agreement, and as a result
of said dispute, a claim, action, arbitration or suit should arise,
the parties hereby agree that the non-prevailing party in said claim
action, arbitration, or suit shall pay the attorney fees and litigation
expenses of the prevailing party.
I. ADDRESS OF PARTIES: Each party shall at all times keep the other party
informed as to its principal place of business. The parties shall also
promptly notify the other party of any change of address. Correspond-
ence should be directed as follows:
If to Sonic Jet:
Attn: Xxx Xxxxxx
00000 Xxxxxxx Xxx
Xxxx 00
Xxxxxxx, XX 00000
000-000-0000
000-000-0000 Fax
If to Xxxxxxxx Xxxxxxx Inc.
Attn: Xxxxxxxxxxx Xxxxxxxx
0000 Xxxx Xxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
000-000-0000
J. NOTICES: All notices that are required to be given may be sent pur-
suant to the provisions of this Agreement and shall be sent to the
parties' principal place of business by certified mail, with return
receipts requested, or by overnight package delivery service. Notices
shall be valid from the date of mailing as indicated by registered
postmark or validated airmail receipt.
K. MODIFICATION AND WAIVER: Modification or waiver of any of the provi-
sions of this Agreement shall be effective only if made in writing and
executed with the same formalities as are present within this Agree-
ment. The failure of any party to insist upon strict performance of
any of the provisions of this Agreement shall not be construed as a
waiver of any subsequent default of the same or similar nature or of
any other nature or kind.
AGREED TO AND ACCEPTED: AGREED TO AND ACCEPTED:
------ -- --- --------- ------ -- --- --------
Sonic Jet Performance, Inc. Xxxxxxxx Xxxxxxx, Inc.
Date: 10/30/02 Date: 10/30/02
By: __________________________ By:___________________________
Xxxxxxx Xxx Xxxxxx, President Xxxx Xxxxxxx, Principal
