April 4, 2003
ChampionLyte Products, Inc.
0000 Xxxxxxxxx 000xx Xxxxxx, Xxxxxxxxx Xxx
Xxxxxxxx, Xxxxxxx, 00000
Re: lssuance & Exchange Agreement
To Whom it may concern:
This letter shall memorialize our oral understandings regarding the issuance and
subsequent registration of shares by ChampionLyte Products, Inc. (the "Company")
to and on behalf of ChampionLyte Asset Acquisition Corp. ("CLAA").
WHEREAS the Company engaged a number of corporate communication firms (the
"Firms") to disseminate the Company's news and information to potential
investors and;
WHEREAS the compensation to these Firms require the Company to tender
unrestricted shares of common stock and;
WHEREAS thc Company does not have any capacity to issue unrestricted shares in
the absence of an effective registration statement and;
WHEREAS CLAA and its investors own convertible preferred stock in the Company
that converts into unrestricted shares of the Company's common stock and;
WHEREAS CLAA and its investors will agree to use its shares to fulfill the
Company's obligations under the Agreements with the Firms and the Company shall
exchange such shares for newly issued shares of the Company's common stock
subject to the terms and conditions contained herein;
THEREFORE the Company and CLAA have agreed as follows:
1. CLAA will convert such preferred shares as necessary into 500,000
shares of unrestricted common stock of the Company for its Agreement
with Liberty Consulting International, Inc., and Xxxx Xxxx.
2. CLAA will convert such preferred shares as necessary into 600.000
shares o f unrestrictcd common stock of the Company for its Agreement
with Momentum Traders Network, Inc., and Xxxx Xxxxxx.
3. In consideration for this the Company agrees to issue to CLAA
1,30O,OOO shares of restricted common stock which the Company agrees
shall be registered on an SB-2 Registration Statement to bc filed
within 90 days of the date of this Agreement.
This Letter Agreement constitutes the entire Agreement between CLAA and the
Company and shall not be modified unless such modification occurs in writing and
is acccptcd by both CLAA and the Company.
Agreed and Accepted this ____ day of April, 2003
By:
CHAMPIONLYTE PRODUCTS, INC
/s/ Xxxxx Xxxxx
--------------------------
Its:
CHAMPIONLYTE ASSET ACQUISITION CORP.
/s/ Xxxxxx Xxxxx
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Its: Vice President
