AGREEMENT
This Agreement dated April 16, 2003 is between R&T Sport Management, Inc. having
its principal address at 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxx 00000
("R&T") and Championlyte Holdings, Inc. having its principal address at 0000 XX
000xx Xxxxxx Xxxxxxxxx Xxx, Xxxxxxxx, Xxxxxxx 00000 ("CPLY"), individually
refered to as "Party" and collectively hereinafter referred to as the "Parties".
WHEREAS R&T has contacts and agreements with professional athletes and;
WHEREAS CPLY would like to increase its exposure to the community, enhance its
marketing presence and;
WHEREAS R&T can introduce CPLY to professional athletes to act as sponsors and
spokespeople for CPLY's products and,
THEREFORE, the Parties agree as follows:
Section 1
Term
1.1 This Agreement shall have a term of twelve months from the date hereof, but
shall be cancelable by either party upon 7 days from the date hereof upon
written notice to the address as provided for below in Section 7.
Section 2
Responsibilities and Activities.
The Parties shall use their best efforts and supply the necessary resources to
effect the following:
2.1 R&T shall introduce to CPLY professional athletes from a number of sports
including but not limited to basketball, football, and baseball (the "Athletes")
2.2 CPLY agrees to negotiate in good faith with R&T and the Athletes to enter
into promotional agreements with the Athletes.
Section 3
Compensation
CPLY agrees as part of its Agreement to issue to R&T 75,000 warrants of CPLY
common stock (the "Warrants"). The Warrants shall have a term of eighteen months
from the date hereof and shall have an exercise price equal to the closing price
of CPLY's common stock as quoted on the electronic bulletin board maintained
herewith
National Association of Securities Dealers as of the date hereof $.12 per share.
CPLY agrees that the shares underlying these Warrants shall have a piggyback
registration right. CPLY further agrees that if the Agreement has not been
cancelled as provided for herein, CPLY shall issue another 75,000 shares on the
six month anniversary of this Agreement under the same terms and conditions as
described above.
Additionally, R & T shall receive 10% of the compensation as agreed by CPLY and
any of the athletes under their "Spokesperson Agreements,". This compensation
shall be payable in the same form (i.e. cash, common stock, warrants, etc.) as
agreed to in the individual Spokesperson Agreements.
Section 4
Representations of R&T
R&T represents and warrants to CPLY as follows:
4.1 Authorization to enter Agreement and to deliver its common shares. R&T has
the complete power to execute and deliver this Agreement and consummate all of
the transactions contemplated hereby. This Agreement constitutes the valid and
legally binding obligations of the R&T, enforceable against R&T in accordance
with its terms.
4.2 No Violation. Neither the execution, delivery nor consummation of the
Agreement by R&T, will, with the passage of time, the giving of notice, or
otherwise, result in a violation or breach of, or constitute a default under,
any term or provision of any law, rule, regulation, order, decree, judgment,
indenture, mortgage, deed of trust, lease, instrument, contract, agreement or
other restriction to which R&T is a party or to which R&T, or his property is
subject or bound; nor will it result in the creation of any lien or other charge
or encumbrance on any of its common shares.
Section 5
Representations of CPLY.
CPLY represents and warrants to R&T as follows:
5.1 Authorization to enter Agreement and to deliver its securities. CPLY has the
complete power to execute and deliver this Agreement and consummate all of the
transactions contemplated hereby. This Agreement constitutes the valid and
legally binding obligations of the CPLY, enforceable against CPLY in accordance
with its terms. CPLY has the complete power and right to sell, transfer and
deliver the securities as outlined in Section 3 herein to R&T for (or other
consideration as earned) and upon consummation of the transaction contemplated
by this Agreement R&T will acquire good and marketable title to any of the
securities.
5.2 No Violation. Neither the, execution, delivery nor consummation of the
Agreement by CPLY will, with the passage of time, the giving of notice or
otherwise, result in a violation or breach of or constitute a default under any
term or provision of any law, rule, regulation, order, decree, judgement,
indenture, mortgage, deed of trust, lease, instrument, contract, agreement or
other restriction to which CPLY is a party or to which CPLY or his property is
subject or bound, nor will it result in the creation of any lien or other charge
or encumbrance on any of its common shares.
Section 6
Notice
Any notice or communication permitted or required hereunder shall be in writing
and shall be deemd sufficiently given if hand-delivered via courier or overnight
service or sent postage prepaid by registered mail, return receipt requested, to
the respective parties as set forth below, or to such other address as either
party may notify the other of in writing:
If to R&T, to: R&T Sports Management, Inc.
0000 Xxxxx Xxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxx, 00000
Fax: (000) 000-0000
Attn: Xx. Xxxxx Xxxxxx
Chief Executive Officer
If to CPLY, to: ChampionLyte Holdings, Inc.
0000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx
Xxxxx Xxxxx Xxxxx, XX 00000
Attn: Mr. Xxxxx Xxxxxxxx
President
Fax: (000) 000-0000
Section 7
Miscellaneous
7.1 Expenses. All legal and other costs and expenses incurred in connection with
the negotiation and execution of the Agreements, and the consummation of the
transactions contemplated hereby shall be xxxxx by the party incurring them.
7.2 Successors-In-Interest; No Assignment. This Agreement shall be binding upon
the parties, their successors and legal representatives. This Agreement shall
not be assigned by either party without the prior written consent of the other
parties, except that the Buyer may assign its rights hereunder in connection
with the Shares after the Closing. No permitted assignment shall relieve the
assignor of its obligations hereunder.
7.3 Counterparts. This Agreement may be executed in two or more counterparts for
the convenience of the parties hereto, each of which executed counterparts shall
be deemed an original but all of such executed counterpart shall be considered
one and the same Agreement.
7.4 Governing Law; Jurisdiction; Jury Trial. This Agreement shall be governed by
the internal laws of the State of Florida. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
7.5 Severability. If any provision of this Agreement shall be found to be
unenforceable, the validity of this Agreement shall not be affected thereby and
all remaining provisions shall be construed as if such unenforceable provision
was not a part of this Agreement.
7.6 Construction. This Agreement has been drafted by R&S and CPLY jointly. Any
ambiguity herein shall not be judged against either party. The language used in
this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied
against any party.
7.7 General. This Agreement supersedes all prior agreements between the Parties,
whether written or oral, and is intended as a complete and exclusive statement
of the terms of the agreements between the parties with respect to the subject
matter covered hereby and may not be changed or terminated orally but only in a
writing signed by the parties. The headings and captions contained in this
Agreement are for reference purposes only and shall not affect, in any way, the
meaning or interpretation of this Agreement. Nothing in this Agreement, whether
expresses or implied, is intended to confer upon any other person not a party
this Agreement any rights or remedies under or by reason of this Agreement.
7.8 Cancellation. Either party shall have the right to cancel this Agreement
with no further compensation due R&T, except that for introduction(s) made to
CPLY by R&T of Athletes prior to the cancellations and provided to CPLY in
writing as of the date of the cancellation, CPLY agrees to compensate R&T as
provided herein if such introduction should lead to the consummation of a
Spokesperson Agreement.
IN WITNESS WHEREOF, the parties have executed, or have caused to be executed,
this Agreement as of the date first written above.
R&T Sports Management, Inc.
/s/ Xxxxx Xxxxxx
By: Xxxxx Xxxxxx
Its: President
ChampionLyte Holdings, Inc.
/s/ Xxxxx Xxxxxxxx
----------------------------
By: Xxxxx Xxxxxxxx
Its: President
