CHAMPIONLYTE HOLDINGS, INC.
0000 X.X. 000xx Xxxxxx, XX0
Xxxxxxxx, XX, 00000
April 28,2003
Xxxx Xxxxxxxxxx
Re: Amendment to Settlement Agreement
Dear Xx. Xxxxxxxxxx:
The following hereby sets forth the amendments to the settlement agreement dated
December 19, 2002 between Championlyte Holdings, Inc. f/k/a Championlyte
Products, Inc. ("Championlyte" and or "the Company") and Xxxx Steisfeld
("Xxxxxxxxxx"):
1. OBLIGATION: Championlyte presently owes Xxxxxxxxxx the sum of $44,333.33
(the initial settlement amount of $60,000 less $3,000 paid upon execution
and two monthly payments of $6,333.33).
2. SETTLEMENT AND PAYMENT: Xxxxxxxxxx hereby agrees to accept the remaining 7
monthly payments of $6,333.33 in the form of the Company's free trading
stock in an amount sufficient to extinguish his monthly debt. The first
payment will be to cover the April and May payments outstanding and
thereafter the payments will be on the original monthly schedule.
All of the terms and conditions of the agreement dated December 9, 2002 are
incorporated within.
Please sign below to acknowledge your agreement to the terms of this letter
agreement which amends your December 19th Settlement Agreement with
Championlyte.
Very truly yours,
CHAMPIONLYTE HOLDINGS, INC.
By: /s/ Xxxxx Xxxxxxxx
---------------------------
Xxxx Xxxxxxxx
President
THE TERMS SET FORTH ABOVE ARE AGREEABLE AND ACCEPTABLE BY:
/s/ Xxxx Xxxxxxxxxx
------------------------------
Xxxx Xxxxxxxxxx
ADDENDUM TO EMPLOYMENT AGREEMENT
This addendum dated April 10, 2003 (the "Addendum") is to that certain
Employment Agreement (the "Agreement") dated December 19, 2002 between
Championlyte Holdings. Inc. (the "Company") and Xxxx Xxxxxxxxxx ("Xxxxxxxxxx")
(collectively "the Parties"),
WITNESSETH:
WHEREAS, the Company desires to modify the agreement between the Parties to
reflect the following:
Additional Compensation: Xxxxxxxxxx shall receive 1,650,000 shares of the
Company's common stock which shall vest at a rate of 165,000 shares per month
from the date of execution and shall be included on the Company's next
Registration Statement. In addition, the Company shall issue Xxxxxxxxxx 150,000
shares under its current S8 over the next seventy five days. The Company's
management has determined it is in the best interest of the Company to provide
an incentive to Xxxxxxxxxx for his long term involvement with the Company as a
Key Employee who is no longer an Officer or Director.
This Agreement may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment
Agreement as of the date first above written.
CHAMPIONLYTE HOLDINGS, INC.
By /s/ Xxxxx Xxxxxxxx
---------------------------
Xxxxx Xxxxxxxx
/s/ Xxxx Xxxxxxxxxx
------------------------------
Xxxx Xxxxxxxxxx
AGREEMENT
---------
This Agreement dated the 19th day of December 2002 is between Xxxx Xxxxxxxxxx
having his principal address c/o ChampionLyte Products, Inc., 0000 X.X. Xxxx
Xxxxx Xxxx., Xxxx Xxxxx, XX 00000 ("Xxxxxxxxxx") and Advantage Fund I, LLC
having its principal address at 0000 XX 000xx Xxxxxx, Xxxxxxxxx 0, Xxxxx Xxxxx
Xxxxx, XX 00000 (the "Fund"), and ChampionLyte Products, Inc, having its
principal address at 0000 X.X. Xxxx Xxxxx Xxxx., Xxxx Xxxxx, XX 00000 (the
"Company"), (collectively, the "Parties").
WHEREAS Xxxxxxxxxx is currently the President of ChampionLyte Products, Inc.
(the "Company") and;
WHEREAS the Fund is contemplating an investing in the Company and;
WHEREAS an affiliate of the Fund has agreed to acquire certain Preferred Shares
owned by another shareholder, (a copy of this proposal and its acceptance is
attached hereto as Exhibit 'A') and;
WHEREAS the Parties agree that certain management and operating changes occur
and;
WHEREAS the Parties both desire these transactions to close and for the Company
to inure both the benefits of this investment as well as the advice and counsel
of the Fund and its managing member;
THEREFORE the Parties have agreed as follows:
1. Xxxxxxxxxx will tender his resignation as Presidcnt and agrees to accept
the position of SR VP of Sales as of January 6, 2003.
2. Xxxxxxxxxx will agree to a modification to his current employment agreement
including position, a base salary of Seventy Five Thousand per year with
performance based commissions based on collected revenue by the company at
the rate of 3% for the first year, 2% on the second year and 1% on the
third year only on new business he directly procures. He also agrees to
waive all golden parachute provisions and in its place a 2 month base
salary severance provision will apply.
3. Xxxxxxxxxx agrees to waive all of his deferred salary as of the date of
this letter agreement.
4. Company agrees to pay a total settlement of back unpaid salary of $60,000
under the following terms. $3,000 simultaneous with the Closing of the
purchase of the Preferred Shares by the affiliate of the Fund, with the
remainder to be paid in nine equal monthly installments with the first
being paid February 1, 2003 and with the last being paid October 1, 2003.
5. The Parties shall execute mutual releases of any and all claims between
them.
6. The Company shall continue to indemnify Xxxxxxxxxx as per its directors and
officers insurance as well as the indemnifications more fully delineated in
its by-laws.
This Agreement shall be held in escrow by the escrow attorney's as more fully
described in Exhibit 'A', If for any reason the affiliate of the Fund does not
close on the Purchase of the Preferred Shares by January 6, 2003, this Agreement
shall be null and void.
This Agreement constitutes the entire agreement between the Parties and shall
not be amended in any way except by a signed written amendment between them.
Agreed and Accepted this 31st day of December 2002 by:
/s/ Xxxx Xxxxxxxxxx /s/ Xxxxxx Press 1/6/03
------------------------- -----------------------------
Xxxx Xxxxxxxxxx Xxx Xxxxx Vice President
Advantage Fund I, LLC
/s/ 1/6/03
-----------------------------
ChampionLyte Products, Inc.
