SETTLEMENT AGREEMENT

         This Settlement Agreement (the "Agreement"), which is made and
effective as of March 31, 2003 Catherine Basinger ("Basinger"), and Sonic Jet
Performance, LLC, a Colorado corporation having its principal place of business
in the State of California ("Sonic Jet").

         WHEREAS, Basinger and Sonic Jet now desire to compromise and settle
Basinger's outstanding legal fees.

         NOW, THEREFORE, in consideration of the promises herein and other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties agree as follows:

1.   Release by  Basinger  of Sonic Jet.  Basinger,  for itself and its  agents,
     employees,  directors,  officers,  predecessors,  successors  and  assigns,
     hereby  unconditionally  releases and forever  discharges Sonic Jet and its
     shareholders,  agents, employees,  former employees,  directors,  officers,
     predecessors,  successors and assigns,  and all persons acting by, through,
     under  or in  concert  with any of  them,  of and from any and all  claims,
     debts, defenses, liabilities, costs, attorneys' fees, actions, suits at law
     or equity, demands, contracts, expenses, damages (whether general, special,
     punitive,  exemplary,  contractual  or extra  contractual),  and  causes of
     action of any kind and nature, whether known or unknown, existing as of the
     date of this  Agreement  or  hereafter  existing,  and accrued or hereafter
     accruing,  which Basinger ever had, now has or may accrue against Sonic Jet
     and/or any present or former employees,  shareholders,  agents,  directors,
     officers,  predecessors,  successors  and  assigns of Sonic  Jet,  based on
     claims  asserted  in,  related  to,  arising  out of,  or in any  other way
     connected with this claim for outstanding legal fees.

2.   Settlement  Terms.  Sonic Jet shall pay Basinger  375,000  shares of Common
     Stock of the Company:

3.   No Admission.  The Parties  understand  that this  Agreement  constitutes a
     compromise  and  settlement  of  disputed  claims.  No action  taken by the
     Parties,  either previously or in connection with this Agreement,  shall be
     deemed or construed  to be an (i)  admission of the truth or falsity of any
     claims; or (ii) acknowledgment or admission by either party of any fault or
     liability  whatsoever  to the other party  hereto or to any other person or
     entity.

4.   Authority.  Each of the  undersigned  represents and warrants that s/he has
     the  capacity  to act on behalf  of the  person or entity on behalf of whom
     s/he has  signed  this  Agreement,  and on behalf  of all who  might  claim
     through  such  person or entity,  and has the  capacity to bind them to the
     terms and conditions of this Agreement.

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5.   Interpretation.  In interpreting the language of the Agreement, all Parties
     shall  be  treated  as  having  drafted  the  Agreement  after   meaningful
     negotiations.

6.   Severability.  If any  provision  of  this  Agreement  is held  invalid  or
     contrary to public policy or any law, the validity of the remainder of this
     Agreement shall not be affected thereby,  except as required to give effect
     to the intention of the Parties.

7.   Counterparts.  This Agreement may be executed in one or more  counterparts,
     each of which will be deemed an original  and all of which  together  shall
     constitute one and the same instrument.

8.   Confidentiality.   This  Settlement  Agreement,   and  all  terms  of  this
     settlement  are  confidential.   Each  Party  shall  keep  this  Settlement
     Agreement  and  all  attachments  and  accompanying  materials,   with  the
     exception of the Final Order to be filed in court, in strict  confidence in
     a manner consistent with the Party's treatment of its internal confidential
     information. No party shall make a press release regarding this settlement.

9.   Governing Law. This Agreement shall be governed by the laws of the State of
     California, without regard to its conflict of law principles.


10.  Successors and Assigns.  This  Agreement  shall be binding on, and inure to
     the benefit  of, the Parties  hereto and their  respective  successors  and
     assigns.

11.  Entire Agreement.  This Agreement  constitutes the entire agreement between
     the  Parties  and may not be  amended  except  by a  writing  signed by all
     Parties.

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         IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.

Catherine Basinger

By: _______________________________ Dated:  _____________________

Name:_____________________________

Title: ______________________________



Sonic Jet Performance, Inc.

By: _______________________________ Dated:  _____________________

Name:_____________________________

Title: ______________________________