AGREEMENT

This Agreement dated April __ 2003 is between R&T Sport Management,  Inc. having
its  principal  address at 9465 South Dixie  Highway,  Pineerest  Florida  33156
("R&T") and Chmpionlyte  Holdings,  Inc. Having its Principal  address at 299 NE
___  Street  Penthouse  Two,  Aventura,  Florida  33180  ("CPLY"),  individually
reffered 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 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 either best efforts and supply the necessary 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  negotiate  in good  faith with R&T and the  Athletes  to enter
promotional agreements with Athletes.

                                   Section 3

                                  Compensation

CPLY agrees as part of its Agreement to issue to R&T 75,000 warrants CPLY common
stock (the  "Warrants").  The Warrants shall have a team of eighteen months from
the   date   ___and    shall   have   an   exercise    ___________________CPLY's
common__________on the electronic bulletin board maintained herewith

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National  Association of Securities Dealers as of the date hereof $12 per share.
CPLY agrees that the shared  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 shraes 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 oonsummate all of
the transactions  contemplated  hereby. Ths 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  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 adn 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.


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5.2 No Violation.  Neither the ______ delivery nor consummation of the Agreement
by CPLY  will,  with the  passage of time,  the  giving of notice or  otherwise,
result in la  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 item 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.
                                9465 South Dixie Highway
                                Pinecrest, Florida, 33156
                                Fax: (305) 661-6218
                                Attn: Mr. Pedro Rosadl
                                Chief Executive Officer

        If to CPLY, to:         ChampionLyte Holdings, Inc.
                                2999 NE 191st Street, Penthouse Two
                                North Miami Beach, FL  33180
                                Attn: Mr. David Goldberg
                                Chief Executive Officer
                                Fax: (561) 394-8288

                                   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 bourn 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 tow 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.

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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 hereing 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 ARISSING  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
agains 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 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/ David Kaplan


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By:  David Kaplan

Its: President


ChampionLyte Products, Inc.


/s/ David Goldberg
By:  David Goldberg

Its: President