VIA FACSIMILE and U.S. MAIL


Carl F. Schoeppl, Esquire
Schoeppl & Burke, PA.
Suite 207-D
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 purposas only.

Dear Mr. Schoeppl:

This letter is written to confirm and outline  the terms of the  settlement
regading thc above referenced  matter. It is my understanding that you will meet
with the  Board to  finalize  your  acceptance  of the following:

1.       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, B.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 paymenl due thereunder.  If the ful1
         terms of the  settlement are not  completed,  the  $20,000.00  shall be
         immediately forfeited to Iglobalvest, 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  fund  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  vsdneiday,
         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 Shcrb, 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  authorized the counsel for Inglobalvest,  Steve Sherb, Barry
         Patterson,  Uche Osuji and  Christopher  A.  Valleau to  represent  the
         stipulation for the Court for approval.


<PAGE>
Carl F. Schoeppl, Esquire
July 18, 2003
Page 2

III      Championlyte Holdings,  Inc. f/k/a Championlyte Products,  Inc. and the
         holder 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, Steve Sherb, Barry Patterson and Uche Osuji; fully comply
         with their  obligation  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 holder of the right of the
         U.S. bancorp Series II Preferred  Stock;  provided,  however,  that the
         Plantiff  fully  complies  with  its   obligations   under   settlement
         agreement.

IV.      Plantiff shall issue a written statement which specifically  excuplates
         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  installment  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 in the 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 loan, the plaintiff agrees that, after twenty-four(24)
         hours  notices,  OFSC shall be entitled to enter into an  agreement  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 filings 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 the provisions  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.


<PAGE>
Carl F. Schoeppl, Esquire
July 18, 2003
Page 3

VIII.    Inglobalvest  agrees that it will  deliver or cause to be  delivered an
         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.

IX.      Inglobalvest  warrants  and  represents  that the  financial  condition
         depicited 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  writeen  confirmation  of your  and the
Board's  agreement to the terms set forth herin 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   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



<PAGE>

FURR & COHEN, P.A.
One Boca Place, Suite 337W
2255 Glades Road
Boca Raton, Florida 33431




VIA FACSIMILE and U.S. MAIL


July 21, 2003

Carl F. Schoeppl, Esquire
Schoeppl & Burke, PA.
Suite 207-D
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 purposas 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.


<PAGE>
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 violations as evidence of
                  bad faith is without  prejudice  to the  Defendant's  right to
                  rebut such asserttion.

8.       Paragrapgh   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 O. Barmatt
                                        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:


7/21/03              /s/ Marc P. Barmat
-----------          --------------------------
Date                 Marc P. Barmatt, Esquire
                     FURR & COHEN, P.A.
                     Attorneys for Defendants, Inglobalvest, Inc., Steve Sherb,
                     Barry Patterson and Uche Osuji


cc: Barry Patterson