CONSULTING AGREEMENT
This Agreement between ChampionLyte Holdings, Inc., hereinafter the "Company",
and Little Cobbler Corp. d/b/a Xxxxxxxx Xxxxxx, Ltd., hereinafter the
"Consultant", collectively, the "Parties".
WHEREAS the Company desires to obtain Consultant's marketing services in
connection with raising its profile to the investment community; and
WHEREAS the Consultant is willing to undertake to provide such services as more
fully delineated be1ow;
NOW, THEREFORE, the Parties hereto agree as follows:
1. TERM. Company agrees to engage Consultant for twelve (12) Months from the
date hereof. Either party may, in its sole discretion, terminate this
contract upon 30 days written notice to the other. Upon such termination,
neither party shall be further obligated hereunder nor will either party
have any further liability to the other.
2. SERVICES. Consultant will render assistance to the Company on matters
relating to the development of its business plan, budgets, capitalization
structure and strategic plans. Consultant will attend meetings at the
request of the Company and will develop, analyze and report to the company
on an ongoing basis for the projects as defined above.
3. COMPENSATION.
(a) The Company shall pay to Consultant 2,000,000 shares of the Company's
common stock. Company agrees to issue these shares to the Consultant within
fourteen (14) days of the date of this Agreement. These shares shall be
fully paid and non-assessable. Company further agrees to register these
shares within 60 days of the date of this Agreement. These shares shall
vest on a monthly basis over the life of the contract until either fully
vested or the Agreement is terminated as per Section 1 herein.
4. EXPENSES. The Company shall reimburse the Consultant for actual
out-of-pocket expenses incurred per month relative to the performance of
the Consultants' duties. The Consultant will not incur expenses without the
consent of the Company. Expenses shall be due and payable in accordance
with the Company's regular accounts payables procedures.
5. STATUS OF CONSULTANT. Consultant shall be an independent contractor and,
except as expressly provided or authorized in this Agreement, shall have no
authority to act or represent the Company. Consultant may make use of other
third parties in order to complete the services described herein. All
responsibility to compensate these third parties shall be the sole
responsibility of the Consultant.
6. LIMITATIONS ON SERVICES. (a) The Parties recognize that certain
responsibilities and obligations are imposed by federal and state
securities laws and by the applicable rules and regulations of stock
exchanges, the National Association
of Securities Dealers, Inc. (collectively with its subsidiaries being
hereinafter referred to as the "NASD"), in-house "due diligence" or
"compliance" departments of licensed securities firms, etc.; accordingly,
Consultant agrees that it will not release any information or data about
the Company to any selected or limited person(s), entity, or group if the
Consultant is aware that such information or data has not been generally
released or promulgated. Additionally, because of the Company's status
under federal securities laws, in any circumstances where Consultant is
describing the securities of Company to a third party, Consultant shall
disclose to such person the compensation received from the Company to the
extent required under any applicable laws, including, without limitation,
Section 17(b) of the Securities Act of 1933, as amended; however, the
Parties acknowledge they do not contemplate that the Consultant shall be
involved in any activities on behalf of the Company requiring such
descriptions or disclosures, or that the Services involve any activities
subject to regulation under federal or state securities laws other than the
prohibitions of the Foreign Corrupt Practices Act, except for the
introduction of the Company and its principals to licensed broker dealers
in securities, securities analysts, money and mutual fund managers and
appropriate corporate information and stockholder relations specialists.
7. NON EXCLUSIVE NATURE OF CONTRACT. The Company recognizes that the
Consultant now renders and may continue to render consulting services to
other companies which may or may not have policies and conduct activities
similar to those of the Company.
8. JURISDICTION. This Agreement shall be construed in accordance with the laws
of the State of Florida and any proceeding arising between the parties in
any matter pertaining or re1ated to this Agreement shall, to the extent
permitted by law, be held in Broward County, Florida.
9. REPRESENTATIONS OF COMPANY. The Company understands to deliver to the
consultant all requested information to enable the Consultant to perform
their duties hereunder. The Company fully acknowledges that the Consultant
is relying on such information and confirms that all such information shall
be true and correct. In the event that any information is not correct, you
will indemnify the Consu1tant for all costs and expenses incurred in any
defense and shall continue to be liable for Consu1tants' fees for the term
of the Agreement.
10. LIABILITY OF CONSULTANT. In furnishing the Company with management and
advice and other services as herein provided, neither Consultant nor any
officer, director, or agent thereof shall be liable to the Company or its
creditors for errors of judgement or for anything except malfeasance, bad
faith or gross negligence in the performance of their duties or reckless
disregard of their obligations and duties under the terms of this
Agreement. It is further understood and agreed that the Consultant may rely
upon information furnished to them, reasonably believed to be accurate and
reliable and that, except as herein provided, the Consultant shall not be
accountable for any loss suffered by the Company by reason of Company's
action or non-action on the basis of any advice, recommendation or approval
of consultant, their employees or agents. The parties hereafter acknowledge
that the Consultant undertakes no responsibility for the accuracy of any
statements to be made by the management contained in press
releases or other communications, including, but not limited to, filings
with the Securities and Exchange Commission and the National Association of
Securities Dealers.
11. MISCELLANEOUS. All final decisions with respect to consultation, advice and
services rendered by Consultant to the Company shall rest exclusively with
the Company. This Agreement contains the entire agreement of the parties
hereto and there are no representations or warranties other than those
contained herein. Neither party may modify this Agreement unless the same
is in writing and duly executed by both parties hereto. In the event this
Agreement or performance hereunder contravene public policy or constitute a
material violation of any law or regulation of any federal or state
goverment agency, or either party becomes insolvent or is adjudicated
bankrupt or seeks the protection of any provision of the National
Bankruptcy Act, or either party is enjoined, or consents to any order
relating to any violation of any state or federal securities law, then this
Agreement shall be deemed terminated, and null and void upon such
termination; neither party shall be deemed terminated, and null and void.
Agreed and Accepted this 14th day of April 2003
by:
ChampionLyte Holdings, Inc.
By: /s/ Xxxxx Xxxxxxxx
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Its: President
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Little Cobbler Corp. d/b/a Xxxxxxxx Xxxxxx, Ltd.
By: /s/ Xxx Xxxxx
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Its: President
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