CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of March 31, 2000 between THE STORM HIGH
PERFORMANCE SOUND CORPORATION, a Florida corporation, ("SHPE"), on the one hand,
and M. XXXXXXX XXXXXX ("Xxxxxx"), XXXXX X. XXXXXXXX ("Xxxxxxxx"), VI XXX
("Xxx"), XXXXX XXXXXX ("Starik"), XXXXXXXXX XXXXXXXX ("Xxxxxxxx", and, together
with Cutler, Lebrecht, Xxx and Starik, the "Consultants"), on the other hand.
WHEREAS:
A. Consultants have agreed to render consulting services with regard to
the negotiation and completion of a stock exchange between SHPE and the majority
shareholder of Hi Liner Group, Inc., a Delaware corporation (the "Hi Liner
Shareholder").
B. In the event SHPE is able to complete the Stock Exchange with the Hi
Liner Shareholder, SHPE wishes to compensate Consultants for their consulting
services.
NOW THEREFORE, it is agreed:
1. Stock Compensation. SHPE shall pay and cause to be issued to the
Consultants a consulting fee of $125,000 cash, plus 2,000,000 shares of common
stock of SHPE (the "Shares") immediately upon the execution of a stock exchange
agreement with the Hi Liner Shareholder. Such shares shall be subject to
registration by SHPE on Form S-8 within 5 days of SHPE closing on the stock
exchange agreement with the Hi Liner Shareholder. The Consultants agree to
prepare and file the S-8 Registration Statement at their sole expense, except
for the filing fee associated therewith, which shall be reimbursed by SHPE. The
parties agree that the value of the Shares is equal to 50% of the closing bid
price on the date of this Agreement. The Shares shall be issued as follows:
930,000 to Xxxxxx, 300,000 to Lebrecht, 225,000 to Bui, 500,000 to Starik and
45,000 to Xxxxxxxx.
2. Miscellaneous. This Agreement (i) shall be governed by the laws of
the State of California; (ii) may be executed in counterparts each of which
shall constitute an original; (iii) shall be binding upon the successors,
representatives, agents, officers and directors of the parties; and (iv) may not
be modified or changed except in a writing signed by all parties.
This Consulting Agreement has been executed as of the date first above
written.
THE STORM HIGH PERFORMANCE SOUND CORPORATION
/s/ Xxxxxxx X. Xxxxxxx
____________________________________________________
By: Xxxxxxx X. Xxxxxxx, President and Chief Executive Officer
CONSULTANTS
/s/ M. Xxxxxxx Xxxxxx
____________________________________________________
M. Xxxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxxx
____________________________________________________
Xxxxx X. Xxxxxxxx
/s/ Vi Xxx
____________________________________________________
Vi Xxx
/s/ Xxxxx Xxxxxx
____________________________________________________
Xxxxx Xxxxxx
/s/ Xxxxxxxxx Xxxxxxxx
____________________________________________________
Xxxxxxxxx Xxxxxxxx