Exhibit
10.2
NON-SOLICITATION
AGREEMENT
This Non-Solicitation Agreement is made
and entered into this 20th day of March, 2007 by and between Colfax
Financial Corporation, a Utah corporation (“Colfax”)
and Flash Motors, Inc., an Arizona corporation
(“Flash”).
WHEREAS Colfax and Flash entered into a
Settlement Agreement on today’s date wherein they agreed to
cancel the Consultant and Non Compete Agreement which was entered
into by them on the 14th day of November, 2006, and replace said
Consultant and Non Compete Agreement with this NON-SOLICITATION
AGREEMENT.
NOW, THEREFORE, for and in consideration
of the mutual promises herein contained and other valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Non-Solicitation .
There shall be no prohibition against Flash competing with
Colfax, directly or indirectly, provided however that Flash agrees
that it will not solicit nor accept any business from
Colfax’s existing accounts or customers as described in
Exhibit “A” attached hereto and made a part hereof by
reference.
2. Prospects . Flash
further agrees not to solicit business from the prospects set forth
in Exhibit “B” attached hereto and made a part hereof
by reference.
3. Term . The term of
this Agreement shall commence on the date hereof and shall continue
hereafter for a period of five (5) years.
4. Duties . It is
understood and agreed that all duties set forth in paragraph 3 of
the cancelled Consultant and Non-Compete Agreement are no longer
binding upon Flash or any of its representatives, including Harry
March. It is specifically understood and agreed that the sole
restriction upon March and its representatives is not to solicit
for business purposes those parties described in paragraphs 1 and 2
of this Non-Solicitation Agreement.
5. Cost of Agreement .
Colfax shall pay to Flash a total sum of One Million Four
Hundred Thousand and no/100 Dollars ($1,400,000) for Flash and its
representatives agreement not to solicit the accounts and prospects
provided for herein said sum to be evidenced by a promissory note
and to be paid as follows:
(a)
The issuance of a promissory note in the
principal amount of One Million Four Hundred Thousand and no/100
Dollars ($1,400,000) to evidence said obligation which shall
include the following terms and conditions
(i)
An effective date of March 1,
2007;
(ii)
interest at a rate of thirteen (13%)
percent per annum;
(iii)
the same subordination provisions
provided for in the notes issued pursuant to the Consulting and
Non-Compete Agreement;
(iv)
interest shall be due monthly in arrears
commencing April 1, 2007;
(v)
on November 14, 2008, the noteholder may
demand payment of principal of Two Hundred Fifty Thousand and
no/100 Dollars ($250,000) which will be payable within thirty (30)
days and additional increments of up to Two Hundred Fifty Thousand
and no/100 Dollars ($250,000) may be demanded every thirty (30)
days thereafter until the note is paid in full.
It is understood and agreed that the Note
shall be in the form of Exhibit “C” attached hereto and
made a part hereof by reference and further that the issuance and
execution of said note shall be deemed as payment in full of the
two (2) Promissory Notes issued pursuant to the Consultant and
Non-Compete Agreement.
6. Effectiv
