CONSULTING AGREEMENT
THIS AGREEMENT made effective this 5th day of February 2002, by and between
Regents Capital West, a California corporation ("Consultant") and Sonic Jet
Performance, Inc., a Colorado Corporation (Client") (collectively, the "Parties"
and separately, the "Party").
WITNESSETH:
WHEREAS, Client is a public company and its securities are traded in the
over-the-counter market; and
WHEREAS, Consultant has experience providing business advice to public
companies; and
WHEREAS, Client and Consultant wish to enter into a relationship whereby
Consultant will provide consulting services to Client on the terms and
conditions hereinafter set forth.
NOW THEREFORE, in consideration of, and for the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the Parties agree as follows:
1. Statement of Services-Scope of Work
Client agrees to engage Consultant to perform the services and undertake the
duties and responsibilities set forth in Exhibit A attached hereto and
incorporated herein (collectively, the "Services") and Consultant agrees to
render the Services under the terms and conditions set forth in this Agreement.
2. No Employment
Consultant shall be and will remain at all times, during the term of this
Agreement, an independent contractor of Client. The relationship between
Consultant and Client shall at all times be a contractor/principal relationship,
and Consultant shall not be deemed to be an employee of Client.
3. Compensation and Payment
As consideration for Services, Client will compensate Consultant according to
the schedule set forth in Exhibit A attached hereto and incorporated herein
(collectively, the "Compensation").
4. Term of Agreement
The term of this Agreement (the "Term") shall commence as of the date of this
Agreement and shall remain in full force and effect, unless extended by mutual
agreement of the Parties, for any time period that has been granted to
purchasers of the "Offering" to invest in the stock or other securities of the
Client, including but not limited to warrant exercise.
5. Confidentiality of Information
The Parties agree that in the course of Consultant performing the Services,
Consultant may have access to, and/or may be in possession of, confidential
information of Client. "Confidential Information" shall mean information
regarded by Client as confidential and information clearly identified as
confidential by Client, including information relating to its past, present or
future research, development or business affairs or any proprietary products.
The Parties agree that, during the term of this Agreement and for a period of
one year thereafter, Consultant will not disclose or utilize any of the
Confidential Information to which said party has been privy. Consultant shall
hold in confidence the Confidential Information, in the same manner as it holds
its own confidential information of similar nature and type. Access to and the
use of Confidential Information shall be restricted by Consultant to those
employees with a need to know who are engaged in an activity directly related to
this Agreement.
6. Responsibility of the Client
Client shall:
(a) Provide reasonable assistance to Consultant by making available to
Consultant pertinent information relating to the Services.
(b) Provide prompt written notice to Consultant whenever Client becomes
aware of any development that affects the scope or timing of the
Services.
7. Responsibilities of the Consultant
Consultant shall:
(a) Use best efforts to perform the Services in a professional and xxxxxxx
like manner consistent with the professional standards of the industry.
(b) Inform and update Client regarding matters pertinent to the performance
of the Services.
8. Compliance with Law
Consultant agrees to comply with all applicable local, state and federal laws,
regulations and orders relating to the Services, including but not limited to,
fair and equal opportunity practices and policies.
9. Notices
Any notice to be given under and pursuant to the terms of this Agreement shall
be in writing and shall be made by personal delivery, by a nationally recognized
overnight carrier or by registered or certified mail, postage prepaid, return
receipt requested and such notice shall be deemed given upon receipt if
delivered personally or by overnight carrier, or forty-eight (48) hours after
deposit in the United States mails as set forth herein. Any notice to the
parties shall be sent to the following addresses or to such other address, as
either party to this Agreement shall specify by notice to the other:
If to Client: Sonic Jet Performance Inc
00000 Xxxxxxxx Xxxx
Xxxxxxxxxx Xxxxx, XX 00000
Attn: Xxx Xxxxxx
If to Consultant: Regents Capital West
000 Xxxxxxx Xxxx
Xxx Xxxxxx, XX 00000
Attn: Xxxxx Xxxx
10. Governing Law
The laws of the State of California shall govern this Agreement.
11. Binding Arbitration
Any controversy or claim arising out of or relating to this Agreement, or any
alleged breach thereof, will be settled by binding arbitration in accordance
with the Commercial Rules of the American Arbitration Association. Such action
shall be brought in Orange County, California and judgment upon the award
rendered by the Arbitrator(s) may be entered in any court having jurisdiction
thereof. The prevailing party in such action shall be entitled to recover
reasonable attorney's fees.
12. Entire Agreement
This Agreement constitutes the entire agreement between the parties and may be
waived, modified or amended only by written agreement signed by both Parties.
13. Waiver
No covenant, term or condition of this Agreement or breach thereof shall be
deemed waived unless the waiver is in writing and signed by the party against
whom enforcement is sought. Any waiver shall not be deemed to be a waiver of any
proceeding or succeeding breach of the same or any other covenant, term or
condition.
14. Mutual Representation and Warranties
Each Party represents to the other that:
(a) They are not restricted or prohibited, contractually or otherwise, from
entering into and performing each of the terms and conditions of this
Agreement.
(b) The person executing this Agreement on behalf of the respective party
has the requisite power and authority to execute this Agreement and to
cause the respective party to be legally bound.
(c) No suits, actions or proceedings are threatened or pending that will
adversely affect its ability to perform its obligations under this
Agreement.
15. Assignment
This Agreement and the rights hereunder may not be assigned by either Party
without the prior written consent of the other and shall be binding upon and
inure to the benefit of the Parties, their respective successors and assigns.
16. Severability
The provisions of this Agreement are meant to be enforced severally so that the
determination that one or more provisions are enforceable or invalid shall not
affect or render invalid any other provisions of this Agreement and such
provisions shall continue to be in full force in accordance with their terms.
17. Counterparts
This Agreement may be executed simultaneously in any number of counterparts,
each of which shall be deemed to be an original and such counterparts shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
effective as of the date set forth above.
Consultant: Client:
Regents Capital West, Inc. Sonic Jet Performance, Inc.
By: _______________________ By: ______________________
Xxxxx X. Xxxx Xxx Xxxxxx
President President and CFO
EXHIBIT A
Statement of Services-Scope of Work
Client seeks to raise funds through the offering of a private placement under
Regulation D, rule 506 (the"Offering"). Consultant shall provide to Client
regarding such fund raising efforts including but not limited to: o Advice and
over site on preparation, startup, operation and completion of such offering o A
private placement memorandum for the 506 D offering
Compensation
A. 8% of gross capital raised from offering
B. 8% of gross capital raised from warrant exercise
C. 5% credit for all capital raised (including warrants) convertible to
144 common stock at $0.18 per share for the first $500,000 of credit,
and $0.15 per share for all credit over $500,000.
Termination of Offering
A. Client decides to terminate offering or if Client performs any act
that causes the Offering to be stopped, the following compensation
will be paid to Consultant in addition to any compensation already
received as a result of the offering except as outlined in Items
B, C, D, and E below.
Termination is prior to offering hitting the street: $125,000
Months 1-12 $750,000
Upon extension of offering by Client:
Months 13-18 $500,000
Months 19-24 $250,000
B. At the end of Month Twelve (12) if not extended by Client
C. At the end of Month Eighteen (18) if extended six months by Client
D. At the end of Month Twenty-Four (24) if extended an additional six
months by Client.
E. If the Offering is Fully Subscribed and the Client elects not to
exercise any or all of the Green Shoe (additional funds).
Client has the sole discretion to amend the offering as it relates to the
exercise price of the warrants. If within one (1) year of the close or
Termination of Offering, Client raises additional funds from Investors who
participated in the offering any funds raised will be on the terms and
conditions set forth in the Offering and/or the Offering as amended unless
mutually agreed to in writing by Client and Consultant.
If Client closes offering as a result of funds being secured from a source other
than that being utilized in the current offering, Client will grant to
Consultant a stock credit of 5% of funds secured (including equity credit lines
utilized) which will be convertible into 144 stock on the same basis as "Item C"
"Compensation" above. Provided, however, the following events shall not be
deemed to be a funding for purposes of this paragraph: (1) employee or
consultant stock options or related employment transactions (2) Series C stock
placement and (3) loans, lines of credit, etc. from Banks or other similar
financial institutions.
In the event of an involuntary shutdown of the Offering as the result of the
actions of Client or Consultant, either party will have 90 days to remedy the
action that caused the shutdown, provided the 90 day period may be extended by
mutual agreement between Consultant and Client and neither party may
unreasonably withhold their consent.
