Exhibit 10.20

THE SECURITIES  REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR
SALE,  PLEDGED OR HYPOTHECATED  IN THE ABSENCE OF (i) AN EFFECTIVE  REGISTRATION
STATEMENT  AS TO SUCH  SECURITIES  UNDER  SAID ACT,  (ii) AN  OPINION OF COUNSEL
SATISFACTORY  TO THE COMPANY,  OR NO-ACTION  LETTER ISSUED BY THE SECURITIES AND
EXCHANGE  COMMISSION,  THAT SUCH  REGISTRATION IS NOT REQUIRED,  OR (iii) UNLESS
SOLD PURSUANT TO, AND IN COMPLIANCE WITH THE  REQUIREMENTS  OF, RULE 144 OF SUCH
ACT.

                          CHAMPIONLYTES PRODUCTS, INC.

                          COMMON STOCK PURCHASE WARRANT

Void after 5:00 PM EST                                 Right to Purchase 526,400
January 5,2008                                         shares of Common Stock
                                                       (subject to adjustment)

     Championlyte  Products,  Inc. (the  "Company"),  hereby certifies that, for
value  received,  Holder (as  hereinafter  defined) is entitled,  subject to the
terms set forth herein, to purchase from the Company at any time or from time to
time before 5:00 P.M.  EST., an January 5, 2008,  fully paid and  non-assessable
shares of Common Stock,  $.001 par value, of the Company,  at the purchase price
per share of the  lesser of $.07 per share or a price per share  equal to Eighty
Percent (80%) of the  Company's  closing bid price as of the date of exercise by
the Holder as defined herein.  (the "Purchase Price").  The number and character
of such shares of Common Stock and the Purchase  Price are subject to adjustment
as provided herein.

     This  Warrant  Certificate  is  the  Common  Stock  Purchase  Warrant  (the
"Warrant"),  evidencing  the right to  purchase  shares  of Common  Stock of the
Company,  issued  pursuant  to a  certain  Consulting  Services  Agreement  (the
"Agreement"),  dated as of January 6, 2003, between the Company and KNIGHSBRIDGE
HOLDINGS,  LLC D/B/A KNIGHTSBRIDGE  CAPITAL or its assigns (the "Holder").  This
Warrant  evidences a right to purchase an aggregate of 526,400  shares of Common
Stock of the Company,  subject to  adjustment as provided  herein.  The right to
sell the shares issued under  conversion of this Warrant is subject to the terms
and conditions as outlined in the Agreement.

     As used herein the following terms,  unless the context otherwise requires,
have the

          (a) The term "Company"  includes,  in addition to the Company  itself,
     any  Corporation  that shall  succeed to or assume  the  obligation  of the
     Company hereunder.

          (b) The term "Common Stock" includes all stock of any class or classes
     (however  designated)  of the  Company,  authorized  on or  after  the date
     hereof, the holders of which shall have the right, without limitation as to
     amount, either to all or to a share of the balance of current dividends and
     liquidating  dividends after the payment of dividends


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<PAGE>

     and distributions on any shares entitled to preference,  and the holders of
     which shall  ordinarily,  in the absence of  contingencies,  be entitled to
     vote for the  election of a majority  of  directors  of the  Company  (even
     though  the right Lo vole has been  suspended  by the  happening  of such a
     contingency).

          (c) The term "Other Securities" refers to any stock (other than Common
     Stock) and other  securities of the Company or any other Person  (corporate
     or otherwise) which the holder of the Warrant at any time shall be entitled
     to receive, or shall have received, on the exercise of the Warrant, in lieu
     of OT in addition to Common  Stock,  or which at any time shall be issuable
     or shall have been issued in exchange for or in replacement of Common Stock
     or Other Securities pursuant to Section 6 or otherwise.

          (d)  The  term  "Person"  shall  have  that  meaning  ascribed  in the
     Securities Act of 1933, as amended.

          (e)The term "Shares"  means the Common Stock of the Company  issued or
     issuable upon exercise of the Warrant,

1.   Exercise of Warrant.

This Warrant,  or any part hereof,  is exercisable at a price of $.10 per share,
subject to  adjustment  as  hereinafter  provided.  Upon delivery of a Notice of
Intention to Exercise all or any part of this Warrant  together  with payment of
the Purchase Price for the Shares purchased at the Company's  principal offices,
the Holder shall be entitled to receive a certificate  or  certificates  for the
Shares so purchased in those  denominations  set forth in such notice by Holder.
Payment of the Purchase  Price may be made, at the option of the Holder:  (a) by
cash, money order.  certified or bank cashier's check or wire transfer,  (b) the
surrender to the Company of  securities  of the Company  having a value equal to
the aggregate Purchase Price, as determined in good faith by the Company's board
of directors,  or (c) the delivery of a notice to the Company that the Holder is
exercising  this  Warrant  by  authorizing  the  Company to reduce the number of
shares of Common Stock subject to this Warrant by the number of shares having an
aggregate  value  equal to the  aggregate  Exercise  Price.  In the event of the
exercise  of less than all of the Shares  purchasable  under this  Warrant,  the
Company  shall,  at its  expense,  amend  this  Warrant so as only to reduce the
number of Shares to which it may thereafter be exercised.

2.   Adjustment of Purchase Price and Number of Shares.

     2.1 (a) In case the Company shall (i) pay a dividend on its Common Stock in
Common Stock,  (ii) subdivide its  outstanding  shares of Common Stock, or (iii)
combine its  outstanding  shares of Common  Stock into a small number of shares,
then, in such an event, the Purchase Price in effect  immediately  prior thereto
shall be adjusted  proportionately so that the adjusted Purchase Price will bear
the same relation to the Purchase Price in effect  immediately prior to any such
event as the total  number of shares  of Common  Stock  outstanding  immediately
prior to any such event shall bear to the total number of shares of Common Stock
outstanding  immediately  after such event.  An adjustment made pursuant to this
subdivision (a), (i) shall become effective retroactively  immediately after the
record  date  in  the  case  of a  dividend  and  (ii)  shall  become  effective
immediately   after  the  effective  date  in  the  case  of  a  subdivision  or
combination. The Purchase Price, as so adjusted, shall be readjusted in the same
manner upon the happening of any successive events or events described herein.

         (b)  In case the  Company  shall  distribute  to  holders  of shares of
     Common Stock,


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<Page>

Other  Securities.  evidences  of its  indebtedness  or assets  (excluding  cash
dividends or distributions) or purchase rights, options or warrants lo subscribe
for or purchase such Other Securities, evidences of indebtedness or assets. then
in each such case the Purchase Price in effect  immediately  prior thereto shall
be adjusted by a fraction,  the  numerator of which shall be the total number of
then  outstanding  shares of Common Stock multiplied by the current market price
per share of Common  Stock on the record  date  mentioned  below,  less the fair
market value of the Other  Securities,  assets or evidences of  indebtedness  so
distributed  or of such rights,  options or warrants as  determined  by the then
current  trading  price  of  such  Other  Securities.  assets  or  evidences  of
indebtedness so distributed or of such rights,  options or warrants or, if there
is no such active trading market,  in the good faith  determination of the Board
of  Directors,  and the  denominator  or which  shall  be the  total  number  of
outstanding  shares of Common Stock  multiplied by such current market price per
share  of  Common  Stock.  Such  adjustment  shall  be made  whenever  any  such
distribution is made and shall become effective retroactively  immediately after
the record date for the  determination of stockholders  entitled to receive such
distribution.

     2.2 Upon each  adjustment of the Purchase Price pursuant to subdivision (a)
of  Subsection  2.1,  the  number of shares of  Common  Stock  purchasable  upon
exercise of this Warrant  Certificate  shall be adjusted to the number of shares
of Common Stock,  calculated to the nearest one hundredth of a share,'  obtained
by  multiplying  the number of shares of Common  Stock  purchasable  immediately
prior to such  adjustment  upon the exercise of this Warrant  Certificate by the
Purchase  Price in effect prior to such  adjustment  and dividing the product so
obtained by the new Purchase Price.

     2.3 In  case  of any  capital  reorganization  of  the  Company,  or of any
reclassification  of  the  Common  Stock,  this  Warrant  Certificate  shall  be
exercisable after such capital reorganization or reclassification upon the terms
and conditions specified in this Warrant  Certificate,  for the number of shares
of stock or other  securities  which the Common  Stock  issuable (at the time of
such capital  reorganization or reclassification)  upon exercise of this Warrant
Certificate would have been entitled to receive upon such capital reorganization
or  reclassification  if such exercise had taken place immediately prior to such
action.  The  subdivision  or  combination of shares of Common Stock at any time
outstanding  into a greater or lesser number of shares of Common Stock shall not
be deemed to be a  reclassification  of the Common  Stock of the Company for the
purposes of this Subsection

     2.4 The form of this Warrant Certificate need not be changed because of any
change  in the  Purchase  Price  pursuant  to this  Section  2 and  any  Warrant
Certificate  issued after such change may state the same Purchase  Price and the
same number of shares of Common Stock as are stated in this Warrant  Certificate
as initially issued.

3.   Adjustment for Reorganization. Consolidation, Merger, Etc.


     3.1 Merger, Etc. In case at any time or from time to time after the date of
this Warrant.  the Company shall (a) effect a  reorganization,  (b)  consolidate
with or merge into any other Person, or (c) transfer all or substantially all of
its  properties  or  assets to any other  Person  under any plan or  arrangement
contemplating  the  dissolution of the Company within 24 months from the date of
such transfer (any such transaction being hereinafter sometimes referred to as a
"Reorganization")  then, in each such case, the Holder, upon the exercise hereof
as provided in Section 1 at any time after the consummation or effective date of
such Reorganization (the "Effective Date"), shall receive. in lieu of the Shares
issuable on such exercise prior to such consummation or such effective date, the
stock and other  securities and property  (including  cash) to which such Holder
would have been entitled upon such consummation or in connection with


                                       3

<page>

such  dissolution,  as (he case may be, if such  holder  had so  exercised  this
Warrant, immediately prior thereto (all subject to further adjustment thereafter
as provided in Section 2, provided that the  successor  corporation  in any Such
Reorganization  described  in clause (b) or (c) above where the Company will not
be the  surviving  entity (the  "Acquiring  Company")  has agreed  prior to such
Reorganization  in a writing  satisfactory  in form and  substance to the Molder
that this Warrant  shall  continue in full force and effect and the terms hereof
shall be  applicable  to the shares of stock and other  securities  and property
receivable on exercise  after t h e  consummation  of such  Reorganization.  and
shall  be  binding  upon the  issuer  of any  such  stuck  or  other  securities
(including,  in the case of any  transfer of  properties  or assets  referred to
above, the Person acquiring all or substantially all of the properties or assets
of the Company).

     3.2  Continuation  of Terms.  This Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other
securities  and property  receivable  on the exercise of this Warrant  after the
consummation of such  reorganization,  consolidation  or merger or the effective
dale of dissolution  following any such transfer,  as the case may be, and shall
be binding upon the issuer of any such stock or other securities,  including, in
the case of any such transfer,  the Person acquiring all or substantially all of
the  properties or assets of the Company.  whether or not such Person shall have
expressly assumed the terms of this Warrant as provided in Section 3.1.

4.   Registration

     (a) Unless registered under the Securities Act of 1933 and applicable state
laws,  this Warrant and the Shares or other  securities  issued upon exercise of
this Warrant shall not be transferable  unless, in the opinion of counsel to the
Company or other counsel reasonably  satisfactory to t h e Company, an exemption
from registration  under applicable  securities laws is available.  The Warrant,
Shares and other  securities  issued upon the exercise of this Warrant  shall be
subject to as to transfer order and the certificate or  certificates  evidencing
any such  Shares or  securities  shall bear the  following  legend and any other
legend which counsel for the Company may deem necessary or advisable:

         THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933. AS AMENDED, AND
         MAY  NOT BE  SOLD.  TRANSFERRED,  PLEDGED,  OR  HYPOTHECATED
         UNLESS SO  REGISTERED  OR UNLESS IN THE  OPINION  OF COUNSEL
         REASONABLY  SATISFACTORY  TO THE COMPANY,  AN EXEMPTION FROM
         REGISTRATION UNDER SUCH ACT IS AVAILABLE.


     (b) This  Warrant has been  issued  pursuant to  exemptions  under  federal
and/or state  securities  laws  available,  in part.  bemuse the initial  Holder
hereof is an "accredited investor" as that term is defined in Regulation D under
the  Securities  Act of 1933,  and the Holder so  warrants to the  Company.  The
Company  may  require the Holder,  upon  exercise  of this  Warrant.  to produce
evidence  reasonably  satisfactory  to the  Company  that the  Holder is then an
accredited investor.

     (c) If the Company  shall  receive  from Holder a written  request that the
Company  effect  any  registration  with  respect to all or a part of the shares
issued upon  execution of this  warrant,  the Company  shall use its  reasonable
effect to effect such registration (including, without limitation, the execution
of an undertaking to file post-effective amendments, appropriate


                                       4

<Page>

qualification  under  applicable  blue sky or other  state  securities  laws and
appropriate  compliance with applicable regulations issued under ,the Securities
Act of  1933,  as  amended)  as may be so  requested  and  as  would  permit  or
facilitate  the sale and  distribution  of all or such portion of such shares as
are specified in such request. The registration  statement filed pursuant to the
request of Holder as aforesaid may include other securities of the Company which
are held by  officers or  directors  of the Company or which are held by persons
who, by virtue of  agreements  with the Company,  are entitled to include  their
securities in any such  registration  and may include  securities of the Company
being  sold for the  account of the  Company.  Holder  shall  bear all  expenses
(including,  without  limitation,  attorneys and  accountants  fees and printing
expenses)  incurred in connection with any such  registration,  qualification or
compliance  undertaken  by the Company upon the request of Holder as  aforesaid,
provided,  however,  that all  underwriting  discounts  and selling  commissions
applicable  to the  sale  of the  securities  shall  be  borne  by the  holders,
including the Company,  of the securities so registered pro rata on the basis of
the number of their shares so registered.

     If the Company at any time proposes to register any of its securities under
the  Securities  Act of 1933,  as  amended  ("Securities  Act")  for sale to the
public, whether for its own account or for the account of other security holders
or both  (except  with respect to  registration  statements  on Form S4., S-8 or
another form not available for registering  the, shares for sale to the public),
it will give prompt  written  notice lo Holder of its  intention to do so and of
the proposed method of distribution of such securities. Upon the written request
of Holder  received by the Company  within ten (10) days after the giving of any
such notice by the Company to register any of the shares issuable upon execution
of this warrant and not yet sold or otherwise transferred by Holder, the Company
will  use  reasonable  efforts  to  cause  such  shares  to be  covered  by  the
registration  statement  proposed to be filed by the Company,  all to the extent
and under the conditions  such  registration  is permitted  under the Securities
Act, subject to the same "lock-up" and/or "dribble-out"  provisions as all other
listed selling shareholders in such registration statement may be subject.

5.   No Dilution or Impairment

The Company  will not, by  amendment  of its  certificate  of  incorporation  or
through  any  reorganization,   transfer  of  assets,   consolidation,   merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of the Warrants,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the holders of the Warrants  against  dilution or other
impairment,

6.   Replacement of Warrants,

On receipt  of  evidence  reasonably  satisfactory  to the  Company of the loss,
theft,  destruction  or  mutilation  of any Warrant and, in the case of any such
loss, theft or destruction of any Warrant, on delivery of an indemnity agreement
or security reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation.  on surrender and cancellation of such Warrant, the
Company at its expense will execute and deliver,  in lieu thereof, a new Warrant
of like tenor.

7.   Remedies.

The Company  stipulates  that the  remedies at law of the Holder in the event of
any  default or  threatened  default by the  Company  in the  performance  of or
compliance with any of the terms of


                                       5

<PAGE>
this  Warrant  are not and will not be  adequate,  and that  such  terms  may be
specifically  enforced by a decree for the specific performance of any agreement
contained  herein  or by an  injunction  against  violation  of any of the terms
hereof or otherwise.

8.   Negotiability, Assignment, etc.

This Warrant may be transferred by written assignment to any third party assigns
provided   however  that  any  such   assignment  does  not  conflict  with  the
restrictions set forth in the legend appearing at the header hereof.

9.   Notice, etc.

All notices  and other  communications  from the Company to the Holder  shall be
mailed by first class  registered or certified mail,  postage  prepaid,  at such
address as may have been furnished to the Company in writing by Holder or, until
any such holder furnishes to the Company an address, then to, and at the address
of, the Holder of this Warrant who has so furnished an address to the Company.

10.  Miscellaneous.

This  Warrant  and  any  term  hereof  may be  changed,  waived,  discharged  or
terminated  only by an instrument  in writing  signed by the party against which
enforcement of such change,  waiver,  discharge or  termination is sought.  This
Warrant shall be governed by the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the  State of New York or any  other  jurisdictions)  that  would  cause  the
application of the laws of any  jurisdictions  other than the State of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state
and federal courts sitting in the City of New York, for the  adjudication of any
dispute hereunder,  and hereby  irrevocably  waives, and agrees not to assert in
any suit, action or proceeding,  any claim that it is not personally  subject to
the  jurisdiction  of any such court,  that such suit,  action or  proceeding is
brought  in an  inconvenient  forum or that the  venue of such  suit,  action or
proceeding  is  improper.  The  headings  in this  Warrant  are for  purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.
All nouns and pronouns  used herein  shall be deemed to refer to the  masculine,
feminine or neuter,  as the identity of the person or persons to whom  reference
is made herein may require.

11.  Expiration.

The right to exercise  his Warrant  shall  expire at 5:00 P.M.,  EST, on January
5,2008.


Dated:                                        CHAMPIONLYTES PRODUCTS, INC.
       -------------------

                                              By:   /s/ Dave Goldberg
                                                    ----------------------
                                              Name:    Dave Goldberg
                                              Title:   President


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<PAGE>

                                   EXHIBIT A

                        NOTICE OF INTENTION TO EXERCISE

The Championlyte Products, Inc.:

     The  undersigned  registered  holder  of this  Warrant  hereby  irrevocably
exercises such Warrant for, and purchases  thereunder  ______________  shares of
Common Stock of Championlyte  Products,  Inc., all at the price and on the terms
and conditions specified in this Warrant, and requests that the certificates for
such  shares be issued in the name of  __________________  (social  security  of
other  identifying   number:__________________________)  and  delivered  to  the
following  address:


________________________________________________________________________________
(Street)                                             (City,  State and Zip Code)


Dated:
       -------------------                            --------------------------

                                                      (Signature of Holder)
                                                      (Street Address)
                                                      (City, State and Zip Code)


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