VIA FACSIMILE and U.S. MAIL
July 18, 2003
Carl F. Schoeppl, Esquire
Schoeppl & Burke, PA.
Suite 207-D
4800 North Federal Highway
Boca Raton, Florida 33431-5176
Re: Inglobalvest,Inc.
ChampionLyte Holdings,Inc. vs. Inglobalvest,Inc., et al.
Case No. 2003 CA 005662 AF
Privileged and Confidential. For settlement discussion purposes only.
Dear Mr. Schoeppl:
This letter is written to confirm and outline the terms of the
settlement regarding the above referenced matter. It is my understanding that
you will meet with the Board to finalize your acceptance of the following:
I. The Plaintiff agrees to pay to Inglobalvest, Inc. the total sum of
$125,000.00. The payment shall be structured as follows:
a. $20,000.00 is to be placed in the Schoeppl & Burke, P.A.,
Trust Account on or before the close of business Monday, July
21, 2003. Schoeppl & Burke, P.A. shall then transfer such
funds to the Furr and Cohen, P.A. Trust Account on or before
the close of business on Tuesday, July 22, 2003. This money
shall be kept in the firm trust account until such time as the
settlement has been completed, and applied to the Settlement
Amount as to the final payment due thereunder. If the ful1
terms of the settlement are not completed, the $20,000.00
shall be immediately forfeited to Inglobalvest, Inc.
b. Inglobalvest, Inc., shall be assigned the UCC-1 Promissory
Notes and all other documents in relation to the outstanding
balance held by Churchill in the amount of $50,000.00. This
assignment is intended not only as a form of payment but also
to act as additional security for the payment of the
settlement terms herein. Plaintiff shall contact and advise
Churchill's creditors that all secured funds shall be made
payable to the Furr and Cohen, P.A. Trust Account and
forwarded to the address above.
c. The remaining balance shall be paid in full to Inglobalvest,
Inc. C/O Furr and Cohen, P.A. on or before the close of
business Wednesday, August 20, 2003.
II. On or before the close of business on Monday, July 21,2003, the
Plaintiff and Inglobalvest, Steve Sherb, Barry Patterson, Uche Osuji,
and Chistopher A. Valleau shall prepare and file a stipulation for the
stay of the above-captioned action pending the discharge of the
obligations of the parties under the settlement agreement. In the event
that Inglobalvest, Steve Sherb, Barry Patterson, and Uche Osuji fully
comply with their obligations under the settlement agreement, then the
Plaintiff will file a dismissal, with prejudice, of the above-captioned
action with respect to those parties. In the event that Christopher A.
Valleau fully satisfies his obligations under the Settlement Agreement,
then the Plaintiff will file a dismissal, without prejudice, of the
above-captioned action with respect to him. The Plaintiff authorize the
counsel for Inglobalvest, Steve Sherb, Barry Patterson, Uche Osuji and
Christopher A. Valleau to present the stipulation for the stay for the
Court for approval.
Carl F. Schoeppl, Esquire
July 18, 2003
Page 2
III. Championlyte Holdings, Inc. f/k/a Championlyte Products, Inc. and the
holders of the rights of the U.S. Bancorp Series II Preferred Stock
shall execute a full release and covenant not to sue in favor of
Inglobalvest, Inc., Steve Sherb, Barry Patterson and Uche Osuji;
provided, however, that Inglobalvest, Steve Sherb, Barry Patterson, and
Uche Osuji fully comply with their obligations under the settlement
agreement. Inglobalvest, Steve Sherb, Barry Patterson, and Uche Osuji
shall execute a full release and covenant not to sue in favor of
Championlyte Holdings, Inc. f/k/a ChampionLyte Products, Inc. and the
holders of the rights of the U.S. Bancorp Series II Preferred Stock;
provided, however, that the Plantiff fully complies with its
obligations under the settlement agreement.
IV. Plantiff shall issue a written statement which specifically exculpates
Inglobalvest, Inc., Steve Sherb, Barry Patterson and Uche Osuji from
any fradulent acts as alleged in the Complaint.
V. Plaintiff agrees to pay Christopher A. Valleau the sum of $3,000.00 via
6 equal monthly installments of $500.00 each. Christopher A. Valleau
agrees to forfeit the balance of his unpaid salary and retire all stock
options, and shall execute a full release and covenant not to sue in
favor of ChampionLyte Holdings, Inc. f/k/a Championlyte Products, Inc.
and the holders of their rights of U.S. Bancorp. Series II Preferred
Stock.
VI. In the event a capital call, investment or loan becomes necessary in
the ordinary course of business to the extent the funds deposited in
OFSC's and receivables received by OFSC during the pendency of the
settlement agreement are insufficient to cover such capital calls,
investments, or loans, the Plaintiff agrees that, after twenty-four(24)
hours notice, OFSC shall be entitled to enter into agreements to
faciliate the capital requirements and the $125,000.00 settlement
figure herein shall be increased accordingly or paid back by OFSC
according to the terms contained therein.
VII. Upon the execution of this settlement agreement, Inglobalvest, Steve
Sherb, Barry Patterson, Uche Osuji, and Christopher A. Valleau agree
that they will not file or cause to be filed, directly or indirectly,
or otherwise be in any way involved in the filing of an involuntary
bankruptcy petition with respect to Championlyte Holdings, Inc. f/k/a
Championlyte Products, Inc. and/or its predecessors, successors,
assigns, affiliates, parents, or subsidiaries. In the event that
Inglobalvest, Steve Sherb, Barry Patterson and Uche Osuji, or
Christopher A. Valleau violate this provision before the funding of the
settlement agreement is complete, then the Plaintiff will be able to
assert such violation as evidence of bad faith in connection with such
filing. In the event that Inglobalvest, Steve Sherb, Barry Patterson,
Uche Osuji, or Christopher A. Valleau violate this provision after the
funding of the settlement agreement is complete, then Inglobalvest,
Steve Sherb, Barry Patterson and Uche Osuji, and Christopher A. Valleau
agree that such filing will be in bad faith, and the Plaintiff will be
entitled to dismissal of the petition and the relief provided under the
bankruptcy code.
VIII. Inglobalvest agrees that it will deliver or cause to be delivered any
and all stock certificates for OFSC it possesses, books and records of
OFSC, and any and all property and assets of OFSC that it possesses to
Furr and Cohen, P.A. on or before Tuesday, August 19, 2003, and that
such items will be delivered by Furr and Cohen, P.A. to Schoeppl &
Burke, P.A. on or before the close of business on Wednesday, August 20,
2003; provided, however, that the Plaintiff has fully complied with the
terms of this settlement agreement. Inglobalvest also gives such other
and further assurance that it will do all things necessary to transfer
such items to the Plaintiff in an orderly fashions.
Carl F. Schoeppl, Esquire
July 18, 2003
Page 3
IX. Inglobalvest warrants and represents that the financial condition
depicted in the books and records it tendered to the Plaintiff on July
15, 2003 were true, accurate, and complete as of that date, and that no
known liabilities, contingent or otherwise, were omitted from
disclosure in such records. Inglobalvest agrees to provide the
Plaintiff with reasonable to such access to such records during the
pendency of the settlement agreement, and the Plaintiff agrees not to
contact OFSC's clients, vendors, and/or employees during the pendency
of the settlement agreement .
X. Inglobalvest agrees to enter into a non-interference agreement with the
Plaintiff with respect to OFSC.
XI. Inglobalvest agrees to appoint a representative to assist in an orderly
change in control of the management and control of OFSC on or before
Wednesday, August 20, 2003; provided however, that the Plaintiff has
materially complied with its obligations under the settlement
agreement.
XII. The Plaintiff agrees to make no public annoucement of the settlement
agreement until its fully consummated; provided, however, that this
provision shall not apply to any filings with the Court or to the
extent that the Plaintiff is required to make such disclosure to comply
with its obligations under the federal securities laws.
Please provide me with your written confirmation of your and the
Board's agreement to the terms set forth herein by executing this letter in the
place indicated below. If there are any further terms or conditions not set
forth herein or inaccurately represented, please notify me immediately in
writing.
Thank you for your prompt attent to this matter.
Very truly yours,
FURR and COHEN, P.A.
Marc P. Barmat
Email: mbarmat@furrcohen.com
---------------------
MPB:jm
I HERE CERTIFY THAT I AM FULLY AUTHORIZED TO AND DO HERBY CONSENT TO THE TERMS
AND CONDITIONS OF SETTLEMENT STATED ABOVE:
07-18-2003 /s/ Carl F. Schoeppl, Esquire
- ---------- ----------------------------------
Carl F. Schoeppl, Esquire
Schoeppl & Burke, P.A.
Attorneys for Plaintiff, Championlyte
Holdings, Inc. f/k/a Championlyte Products,
Inc., a Florida Corporation
Suite 207-D
4800 North Federal Highway
Boca Raton, FL 33431-5176
[LETTERHEAD OF FURR & COHEN, P.A. ]
One Boca Place, Suite 337W
2255 Glades Road
Boca Raton, Florida 33431
561-395-0500
VIA FACSIMILE and U.S. MAIL
July 21, 2003
Carl F. Schoeppl, Esquire
Schoeppl & Burke, PA.
Suite 207-D COPY
4800 North Federal Highway
Boca Raton, Florida 334331-5176
Re: Inglobalvest,Inc.
ChampionLyte Holdings,Inc. vs. Inglobalvest,Inc., et al.
Case No. 2003 CA 005662 AF
Privileged and Confidential. For settlement discussion purposes only.
Dear Mr. Schoeppl:
In follow-up to our July 18, 2003 agreement, please see the following:
1. In order to comply with paragraph 1,a., attached hereto is a copy of
the appropriate wire instructions.
2. It is my understanding that you will fax to me today the documents
associated with the assignment of the UCC-1 as related to the
outstanding balance held by Churchill in the amount of $50,000.00. If
this is not the case, please advise.
3. It is my understanding that you are going to prepare the Stipulation
for Stay regarding the pending state court action. Please fax that to
me at your earliest convenience so that I can sign it and return it to
you for filing with the court.
4. Please provide to me your proposed Release and Covenant Not To Sue at
your earliest convenience.
5. As soon as possible, please provide me with your proposed written
statement exculpating Inglobalvest, Steve Sherb, Barry Patterson and
Uche Osuji from any fraudulent acts as alleged in the Complaint.
6. Please advise when your client anticipates making its first payment to
Christpher A. Valleau. Please remit the payments directly to Mr.
Valleau at 6362 C Durham Drive, Lake Worth, FL 33467.
Carl F. Schoeppl, Esquire
July 21, 2003
Page 2
7. This is to confirm our July 19, 2003 conversation wherein you agreed
that paragraph VII should be amended to add the following language
following the second sentence of the paragraph:
The Plaintiff's right to assert such violation as evidence of
bad faith is without prejudice to the Defendants' rights to
rebut such asserttion.
8. Paragragh IX should be amended to include, "To the best of
Inglobalvest's knowledge" in the third line after "date ," and before
"and".
Taking into account the revision referenced above, my signature below certifies
that I consent to the terms and conditions of the Settlement as stated in the
July 18, 2003 letter containing your signature.
Thank you for your prompt attention to this matter.
Very truly yours,
FURR and COHEN, P.A.
/s/ Marc P. Barmat
Marc P. Barmat
Email: mbarmat@furrcohen.com
---------------------
MPB:jm
I HERE CERTIFY THAT I AM FULLY AUTHORIZED TO AND DO HEREBY CONSENT TO THE TERMS
AND CONDITIONS OF SETTLEMENT STATED ABOVE:
7/21/03 /s/ Marc P. Barmat
- ----------- --------------------------
Date Marc P. Barmat, Esquire
FURR & COHEN, P.A.
Attorneys for Defendants, Inglobalvest, Inc., Steve Sherb,
Barry Patterson and Uche Osuji
MPB:jm
enc.
cc: Barry Patterson