AGREEMENT

This  agreement  is  made  this  day  the  August  23  2001  between  Sonic  Jet
Performance, Inc. referred to as "SJP Inc." and Encore Capital Management, LLC.,
JNC Opportunity Fund, Ltd. and JNC Strategic Fund, Ltd. collectively referred to
as "FUND".

This agreement will supersede in totality the term sheets dated 6/8/2001,
6/15/2001 and 6/19/2001 between Capital Investment Group, LLC., SJP Inc. and
FUND in its entirety to the following final term Sheet.

1.   JNC  Opportunity  Fund Ltd.  Notes  Payable  with  Interest  accrued  as of
     December 31, 2000 converted to 2,455,759  shares.  Share  certificates  has
     been issued to this effect and accepted by FUND.

2.   JNC  Strategic  Fund Ltd. :  Preferred  Stock with  Interest  accrued as of
     December 31, 2000 converted to 1,731,449 shares. Share certificate has been
     issued to this effect and accepted by FUND.

3.   Warrants on the above debts is canceled and void.

4.   UCC1  will  stay in  effect  until  the date on which  the  contingency  is
     satisfied.

5.   All the loan  agreements  between JNC  Opportunity  Fund Ltd. and Sonic Jet
     Performance,  Inc. dated November 24, 1999 and after and not limited to all
     prior agreements and amendments are canceled and is superseded by this term
     sheet.  All the promissory notes issued with respect to the above loans and
     agreements are canceled and void.

6.   SJP Inc.  will do its best to raise  $500,000  for working  capital with in
     twelve months from the date of signing of this agreement  (with an optional
     extension of six months if it is needed).

7.   In case SIP Inc. shall fail to raise $500,000 in working  capital  pursuant
     to  Section  6 hereof  by the  twelve  month  agreement  (with an  optional
     extension  of six months if it is needed)  anniversary  of this  Agreement,
     each Investor  shall have the right to require the Company to: (i) exchange
     the shares of Common Stock it received from the Company pursuant to Section
     1 hereof and then held by it for a secured convertible note, in the form of
     the note  described  in Section  1, in the  aggregate  principal  amount of
     $2,836,395  plus all accrued  interest  to the date of  exchange  (it being
     understood that such principal  amount shall be reduced on a pro-rata basis
     if such  Investor  tenders  less than all of the shares of Common  Stock it
     received  pursuant  to  Section  1 hereof  for  exchange  pursuant  to this
     subsection),  (ii) exchange the shares of Common Stock it received from the
     Company  pursuant to Section 2 hereof and then held by it for 1,600  shares
     of  Preferred  Stock  plus  all  accrued  dividends  up to the  date of the
     exchange (it being understood that such number of shares of Preferred Stock
     shall be reduced on a pro-rata basis if such Investor tenders less than all
     of the shares of Common Stock it received  pursuant to Section 2 hereof for
     exchange  pursuant to this subsection) and (iii) reissue to it a warrant in
     the form of the Warrant  canceled  pursuant to Section 3 to purchase [\] of
     the  aggregate  number  of shares of Common  Stock  exchanged  pursuant  to
     subsection (i) and (ii) of this Section.

Agreed by :
James Q. Chau              : _____________________________________________
Director                     JNC Strategic Fund Ltd.: JNC Opportunity Fund Ltd.

Qui Nguyen                 : ________________________________________________
Vice President               Encore Capital Management


Albert Mardikian           : _____________________________________________
Interim CEO                  Sonic Jet Performance, Inc.

Madhava Rao Mankal         : _____________________________________________
Secretary/CFO                Sonic Jet Performance, Inc.