EXHIBIT 10.3
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
Mission Capital Investment Group, herein referred to as "Mission" hereby
enter into this agreement for the purpose of providing capital raise
services to SJET. Mission 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. Mission will use its "best efforts" to raise capital for SJET.
Specifically, Mission will attempt to secure investors in the
Private Placement dated April 10, 2002.
2. Mission will attempt to correspond with shareholders,
potential investors and the investment community for the purpose
of introducing and raising capital for SJET.
3. Mission may introduce candidates to SJET for strategic
alliance, joint venture or other beneficial business
relationships based upon subsequent agreement between the
parties.
4. Mission 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. Mission will provide compliance review, as needed, for all
monies raised in the Private Placement.
C. COMPENSATION: As compensation for Mission's services under this Agreement,
SJET hereby promises and agrees to compensate Mission in the following
manner:
1. Twelve percent (12%) commission on any and all capital
raised for SJET directly by Mission; and
2. Five percent (5%) in SJET common stock on any and all
capital raised for SJET directly by Mission.
3. 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 April 10, 2003. This Agreement may be
cancelled upon 120 days advanced written notice to the non-terminating
party, except that said 120 day written notice of cancellation may not be
given during the calendar month in which this Agreement is executed.
Initials: _____ (Mission); _____ (SJET)
E. REPRESENTATIONS AND WARRANTIES: SJET and Mission hereby represent and
warrant as follows:
1. Both SJET and Mission 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 Mission 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. Mission 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. Mission 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. Mission may assign or transfer this Agreement to any member,
which is an affiliate of Mission or its employees, provided that
no such assignment shall relieve Mission 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 Agreement
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 Mission 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 arbitration 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 interpretation 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
Initials: _____ (Mission); _____ (SJET)
promptly notify the other party of any change of address. Correspondence
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 Mission Capital Investment Group:
Attn: Xxxxxxxxxxx Xxxxxxxx
0000 Xxxx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxx Xxx Xxx, XX, 00000
000-000-0000
J. NOTICES: All notices that are required to be given may be sent pursuant 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 provisions of
this Agreement shall be effective only if made in writing and executed with
the same formalities as are present within this Agreement. 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. Mission Capital Investment Group, Inc
Date: 10/30/02 Date: 10/30/02
By: By:
----------------------------- ---------------------------------
Xxxxxxx Xxx Xxxxxx, President Xxxxxxxxxxx Xxxxxxxx, Principal
Initials: _____ (Mission); _____ (SJET)
