AGREEMENT

This Agreement,  effective as of April 1,2003 (the "Effective Date"), is made by
and  between  Sara Lee Global  Finance,  L.L.C.,  a Delaware  Limited  liability
company  having  offices  at  204F  Weldin   Building,   3411  Silverside  Road,
Wilmington,   Delaware  19801  (hereinafter  referred  to  as  "Licensor"),  and
ChampionLyte, Inc., a Florida corporation having offices at 3350 N.W. Boca Raton
Boulevard,  Suite A-28, Boca Raton,  Florida 33431  (hereinafter  referred to as
"Licensee").

WHEREAS,  Licensor is the owner of the Licensed  Mark, as  hereinafter  defined,
which  trademark has been used and  registered  on the United  States  Principal
Register  of  Trademarks  in  connection  with  sugar-free   sports  drinks  and
sugar-free non-carbonated soft drink;

WHEREAS,  Licensor  is willing to grant Licensee  the right to use the  Licensed
Mark under the terms and conditions hereinafter set forth;

NOW THEREFORE,  in consideration  of the mutual  covenants  contained herein and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

1.       DEFINITIONS

         As used herein the term(s):

         1.1      "Affiliate" of Licensor or Licensee, as the case may be, shall
                  mean any person or  business  entity  with which  Licensor  or
                  Licensee, as applicable,  is or may hereafter be associated by
                  direct or indirect common ownership, control, or management.


         1.2      "Contract Year" means each twelve (12) month period commencing
                  on January 1 of one year and ending on December 31 of the same
                  year;  provided,   however,   that  the  First  Contract  Year
                  hereunder  shall  commence  as of the  effective  date of this
                  License Agreement and continue through March 31,2004,  and dut
                  the  Second  Contract  Year  hereunder  shall  commence  as of
                  January  1,2004 and continue  though  December  31, 2004.  The
                  parties  agree  that the First  Contract  Year and the  Second
                  Contract Year shall overlap  during the period January 1, 2004
                  through March 31, 2004.

         1.3      "Distribution  Channels"  shall mean the means and channels of
                  distributing Licensed Products,  specifically excluding [To be
                  discussed],  all of which specific,  individual accounts shall
                  be approved in writing by  Licensor  prior to any  shipment by
                  Licensee of Licensed Products to such individual account.

         1.4      "Effective Date" mem April 1, 2003.

         1.5      "First  Renewal Term" shall have the  definition  set forth in
                  Section  9.2 hereof,  and shall  extend  from  January  1,2008
                  through  and  including   December  31,  2012,   provided  the
                  conditions and provisions of Seaion 9.2 are met.

         1.6      "Guaranteed  Minimum  Royalties" shall have the definition set
                  forth in Section 10.3 hereof.

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         1.7      "Guidelines"  shall  mean the Sara  Lee  Corporation  Supplier
                  Selection   Guidelines  and  &  Sara  Lee  Corporation  Global
                  Operating  Principles,  copies of which have been  provided to
                  Licensee.


         1.8      "Initial  Term" shall have the definition set forth in Section
                  9.1 hereof.

         1.9      "Intellectual  Property  Rights"" shall mean the Licensed Mark
                  together  with  any  copyrights,  registered  or  unregistered
                  designs,  trade dress, or any  applications or fights to apply
                  for any of the:  foregoing  which  are used by or on behalf of
                  Licensed' in connection with the Licensed Mark

         1.10     "Invoice  Price" shall mean the total monetary amount invoiced
                  by Licensee for sales of the Licensed Products to its customs,
                  excluding transportation expenses, freight expenses (including
                  loading and unloading expenses), packing expenses,  insurance,
                  sales taxes,  excise  taxes,  and value added taxes (VAT).  No
                  deduction  shall  be made  for  trade  discounts,  allowances,
                  rebates,  refunds,  uncollectible  accounts,  or bad debts. If
                  Licensee  accepts goods or services  bartered as consideration
                  for sales of  Licensed  Products,  the value of such  sales by
                  barter should be deemed to be the net realizable  value of the
                  goods or services  received in  consideration  therefore.  The
                  Invoice  Price for sales made by Licensee to any retail outlet
                  owned or controlled,  wholly or in part, by Licensee or any of
                  it Affiliates shall be Licensee's  regular full wholesale list
                  price of such  Licensed  Products  to  unaffiliated  retailers
                  ("Full  Wholesale"),  or where  Licensee  does not have a Full
                  Wholesale  price for a Licensed  Product  (e.g.,  the Licensed
                  Product  is made  available  by  Licensee  only to  affiliated
                  retailers), an equivalent amount ("Full Wholesale Equivalent")
                  calculated upon the greater of: (i) the regular full wholesale
                  list price for a product sold to unaffiliated  retailers which
                  most  nearly  approximates  the  Licensed  Product in terms of
                  materials, manufacture and price, or (ii) the price charged by
                  the  affiliated  retailer's  "normal"  retail mark-up for that
                  Licensed Product.  Discounts,  allowances,  rebates or refunds
                  permitted as deductions herein shall, when actually made to an
                  affiliated  retailer,  not  exceed  the rate or amount in good
                  faith  made or given by  Licensee  to an  unaffiliated  retail
                  customer.  Licensee  will be obligated to  demonstrate  to the
                  reasonable satisfaction of Licensor that any Full Wholesale or
                  Full Wholesale Equivalent and any permitted deductions made by
                  Licensee is appropriate.

         1.11     "Licensed Mark" means the CHAMPIONLYTE trademark.

         1.12     "Licensed Products" means Products that are manufactured by or
                  on behalf of Licensee and are sold or  distributed by Licensee
                  and that  bear  the  Licensed  mark as  authorized  herein  by
                  Licensor.

         1.13     "Minimum Sales" shall have the definition set forth in Section
                  10.4 hereof.

         1.14     "Products"  means  sugar-free  sports  drinks  and  sugar-free
                  non-carbonated soft drinks.

         1.15     "Renewal Sales Minimum" shall have the definition set forth in
                  Section 9.2  hereof,  and shall  extend  from  January 1, 2013
                  through  and  including   December  31,  2017,   provided  the
                  conditions and provisions of Section 9.2 are met.

         1.16     "Second  Renewal Term" shall have the  definition set forth in
                  Section 9.2 hereof, and shall extend from from January 1, 2013
                  through  and  including   December  31,  2017,   provided  the
                  conditions and provisions of Section 9.2 are met.

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         1.17     "Specifications"  shall  have  the  definition  set  forth  in
                  Section 7.3 hereof.

         1.18     "Sub-Contractor" shall mean any sub-contract manufacturer used
                  by Licensee and approved by Licensor as set forth in Section 7
                  hereof.

         1.19     "Territory" means the United States of America,  including its
                  territories and possessions, Canada, and Mexico.

2.       GRANT OF LICENSE

         2.1      Upon the terms and conditions  hereinafter set forth, Licensor
                  grants to Licensee the exclusive,  non-transferable license to
                  use the Licensed  Mark in the  Territory on and in  connection
                  with the manufacture,  marketing, sale and distribution of the
                  Products, solely through the Distribution Channels.

         2.2      Licensee shall not sell or distribute Licensed Products to any
                  individual account or customer until such time as Licensor has
                  provided its written approval for inclusion of that account of
                  customer in the definition of Distribution Channels.


3.       INTELLECTUAL PROPERTY RIGHTS


         3.1      Licensee  acknowledges the validity and Licensor' ownership of
                  the  Intellectual  Property  Rights  and shall not at any time
                  during the term of this  Agreement or  thereafter  directly or
                  indirectly,  by itself or  through  its  directors,  officers,
                  employees,  agents or  Affiliates,  consent  to or assist  any
                  other  person or  entity in  contesting  the  validity  of the
                  Intellectual  Property Rights or the right, title and interest
                  of the Licensor to the Intellectual Property Rights.  Licensee
                  further  agrees hat it will nor:  attack the  validity of this
                  License.  This  provision  shall  survive  the  expiration  or
                  termination of this Agreement.


         3.2      Licensee   recognizes   the  great  value  of  the  good  will
                  associated  with the Licensed Mark and  acknowledges  that the
                  Licensed Mark and all rights therein, and good will pertaining
                  thereto,  belong  exclusively  to Licensor.  Licensee  further
                  acknowledges  that all use of the  Licensed  Mark by  Licensee
                  shall inure to the benefit of Licensor.


         3.3      Licensee  shall not at any time  atempt to register or use, or
                  to aid any third  party in  attempting  to register or to use,
                  any  trademark  in any  country of the world  which may be, in
                  Licensor's  opinion,  confusingly similar to the Licensed Mark
                  or   confusingly   similar  to  the   CHAMPION   trademark  or
                  confusingly   similar  to  the  CHAMPION  Logo  trademark  (as
                  illustrated,  for example and not for limitation purposes,  by
                  U.S. Registration No. 1,323,337).  This covenant shall survive
                  the  expiration  or  termination  of this  Agreement and shall
                  continue in full force and effect in perpetuity.

         3.4      Except as provided in this  Agreement,  Licensee shall not use
                  or register at any time,  whether  during the  continuance  of
                  this  Agreement  or  thereafter,  any  business or trade name,
                  licensor name, trademark or labeling or packaging design which
                  incorporates or which  incorporates or which is  substantially
                  identical with or deceptively or confusingly similar to the

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                  Licensed Mark or other Intellectual Property Rights.  Licensor
                  specifically  reserves  all  rights in and to the  trade  name
                  "Champion" and to any trade name incorporating the designation
                  "Champion,"  and  Licensee   acknowledges   that,   except  as
                  specifically   provided   herein,   Licensee   has  no  rights
                  whatsoever  to the  use  of  any  trade  name  containing  the
                  designation "Champion," nor shall Licensee,  itself or through
                  any third party within its control or with whom Licensee has a
                  contractual  relationship,  do or permit any act or thing that
                  will, in any way,  impair the rights of Licensor in and to the
                  trade  name  "Champion"  or any trade name  incorporating  the
                  designation  "Champion"  or which  will  affect  the  validity
                  thereof.


         3.5      Any and  all  trademarks,  copyrights  or  other  intellectual
                  property rights which may exist or come into being,  including
                  without limitation sub-brand names, collection names, slogans,
                  and tag  lines,  and  which are used on  stationery,  signage,
                  labeling,  packaging,  advertising or promotional  material in
                  connection  with the Licensed  Products shall be the exclusive
                  property of Licensor,  as Licensor  may direct.  To the extent
                  any rights in and to any such trademarks,  copyrights or other
                  intellectual property rights are deemed to accrue to Licensee,
                  Licensee  hereby  assigns to Licensor any and all such rights,
                  at such  time as they may be deemed to  accrue,  and  Licensee
                  shall execute at such time any further  documents  required to
                  effect such assignment.


         3.6      Licensee  shall not supplement or interfere with or obliterate
                  the Licensed Mark applied to the Products.

         3.7      Licensee shall take due care not to do or cause to be done any
                  act or thing which  affects the  validity of the  Intellectual
                  Property Rights or Licensor's ownership thereto or jeopardizes
                  the maintenance thereof, either during the continuance of this
                  Agreement   or   thereafter,   and  will   immediately   cease
                  distribution of the Licensed  Products in the Territory in the
                  event that the Licensed  Mark or other  Intellectual  Property
                  Rights are in jeopardy.


4.       RELATIONSHIP OF PARTIES

         4.1      Licensee is a "related  company"  pursuant  to 15 U.S.C.  Sec.
                  1127.  Neither party is an agent or employee of the other, nor
                  shall either party in any event be liable for the other's acts
                  or omissions.  This Agreement does not and shall not be deemed
                  to make any party hereto the agent, partner, joint venturer or
                  legal  representative  of any  other  party  for  any  purpose
                  whatsoever, Neither Licensor nor Licensee shall have the right
                  or   authority   assume   or   create   any   obligations   or
                  responsibility whatsoever, express or implied, on behalf of or
                  in the name of the other,  or to bind the other in any respect
                  whatsoever, except as may be herein provided.

5.       BUSINESS OPPORTUNITY

         5.1      Licensee  recognized that there are many  uncertainties in the
                  business  contemplated by this Agreement.  Licensee agrees and
                  acknowledges that other that those representations  explicitly
                  contained  in  this  Agreement,  if any,  no  representations,
                  warranties  or  guarantees  of any  kind  have  been  made  to
                  Licensee,  either by Licensor or its Affiliates,  or by anyone
                  acting on their behalf. Without limitation, no

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                  representations  concerning the value of the Licensed Products
                  or the  prospects for the level of their sales or profits have
                  been made, and License has made its own  independent  business
                  evaluation  in  deciding to  namufacture  and  distribute  the
                  Licensed  Products  on the  terms set  forth  herein.  Neither
                  Licensee  nor  any of its  Affiliates  shall  be  entitled  to
                  compensation from Licensor or any of Licensor's Affiliates for
                  any direct or indirect  damages or loss of profits suffered by
                  Licensee  as the result of the  manufacturing,  promotion  and
                  sale of the Licensed Products.

6.       USE OF THE LICENSED MARK

         6.1      Licensee agrees to use Licensed Mark only in the form approved
                  by  Licensor.  All use of the  Licensed  Mark on the  Licensed
                  Products and on stationery,  signage,  labels,  packaging,  in
                  advertising and otherwise must  faithfully  reproduce the form
                  approved  by  Licensor.  Approval  of the  form  of use of the
                  Licensed Mark, once given,  shall be continuing until Licensee
                  receives written notice on the contrary from Licensor.  In the
                  event Licensee  receives such written notice,  all uses of the
                  Licensed Mark to which such notice  applies shall  immediately
                  cease,  except that for up to (6) months after receipt of such
                  notice  Licensee  shall have the right to sell and  distribute
                  finished  Licensed  Products in  inventory at the time of such
                  notice  that  bear the  Licensed  Mark in such form that is no
                  longer approved by Licensor.

         6.2      Licensee shall comply with all notice and marking requirements
                  of any  law or  regulation  applicable  or  necessary  for the
                  protection  of  the  Licensed  Mark,   including   those  that
                  Licensor, in its sole judgment, may deem appropriate. Licensee
                  shall not, at any time,  do or permit any third  party  within
                  its  control  or  with  whom   Licensee   has  a   contractual
                  relationship  to do any act or thing  that  will,  in any way,
                  impair the rights of Licensor in and to the  Licensed  Mark or
                  which will affect the validity thereof.

         6.3      Licensee  agrees that its use of the Licensed Mark shall be in
                  a commercially  acceptable and responsible manner, and that no
                  use of the Licensed Mark shall reflect adversely upon the good
                  name of Licensor.

         6.4      Excluding  Licensed  Products  sold by Licensee  to  Licensor,
                  Licensee  will  not sell or  cause  or  permit  to be sold any
                  Licensed Products outside of the Territory, nor will Licensee,
                  directly  or  indirectly,  sell or cause or  permit to be sold
                  Licensed   Products   within  the  Territory   where,  to  its
                  knowledge,  such Licensed Products are intended for re-sale or
                  distribution outside of the Territory. In particular, Licensee
                  shall  not  engage  in  advertising  in any way  involving  or
                  referring  to the  Licensed  Marks  that is aimed at any place
                  outside the Territory or use any branch or distribution  depot
                  outside  the  Territory  for  the  sale  or  marketing  of the
                  Licensed Products. Licensee will use its best efforts lawfully
                  to  prevent  any  person  from  distributing  or  selling  the
                  Licensed  Products from the Territory to locations outside the
                  Territory.  Licensee  acknowledges  that a violation  of this
                  Section  6.4  may  result  in  immediate  termination  of this
                  Agreement  and  Licensor  may  take  advantage  of any and all
                  remedies  available  at law to address any damages to Licensor
                  based on Licensee's violation.

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7.       QUALITY CONTROL

         7.1      Licensee  acknowledges  that the Licensed Mark has established
                  prestige and good will and is well  recognized in the minds of
                  the  public,  and that it is of great  importance  to Licensor
                  that the high  standards  and  reputation  that  Licensor  has
                  established be maintained in the  manufacture  and sale of the
                  Licensed Products. Toward that end, Licensee shall comply with
                  any direction made by Licensor  relating to the quality of the
                  Licensed  Products or any related  promotional  or advertising
                  material.

         7.2      Licensor  has the  right  to  exercise  quality  control  over
                  Licensee's use of the Licensed Mark on and in connection  with
                  the  Licensed  Products so as to maintain  the validity of the
                  Licensed  Mark  and  to  protect  the  good  will   associated
                  therewith.

         7.3      At least two (2) months  prior to the first  marketing of each
                  proposed  new  Licensed  Product,  and  immediately  for  each
                  current  Licensed  Product,  Licensee shall submit to Licensor
                  for approval  samples of each such Licensed  Product,  in each
                  size  and/or  quantity  in which the same are  intended  to be
                  marketed,  together  with  a  complete  and  accurate  written
                  summary in relation to the quality and properties of each such
                  Licensed  Product and copies of such testing results and other
                  data as  Licensor  may  consider  necessary  or  desirable  to
                  establish  the  quality of the  Licensed  Products  concerned.
                  Licensee  shall also submit to Licensor  one full set of final
                  shipment  samples of each of the Licensed  Products which have
                  been approved hereunder and which are intended to be marketed,
                  prior to the first sale of the  Licensed  Products  concerned.
                  Licensee   shall  ensure  that  the   Licensed   Products  are
                  manufactured  in  full  and  complete   conformity  with  such
                  specifications,   standards   and  quality  of  materials  and
                  workmanship  as may from time to time be  required by Licensor
                  for the  manufacture  of the  Licensed  Products  and that the
                  Licensed Products, and all labeling, packaging, or promotional
                  materials  therefor,  comply with all  applicable  ordinances,
                  laws,  and  statutes  governing  the  manufacture,  packaging,
                  promotion,  and  sale of such  products.  Whenever  reasonably
                  requested so to do,  Licensee  shall  submit to  Licensor,  at
                  Licensee's own Expense,  samples of the Licensed Products.  In
                  addition,  Licensee  shall submit to  Licensor,  at lease once
                  each contract Year, one (1) case of each stock-keeping unit of
                  Licensed  Products.  Licensee  shall also ensure that Licensor
                  shall have access to the premises where the licensed  Products
                  are  manufactured,  packaged or stored in order to inspect and
                  test any of the Licensed  Products and methods of manufacture,
                  packaging and storing of the same.

         7.4      Licensee  represent  and  warrants to Licensor  that:  (i) the
                  Products  to which the  Licensed  Mark is affixed  shall be of
                  high  quality  and  shall  comply  in all  respects  with  the
                  specifications  for the Licensed  Products;  (ii) the Licensed
                  Products shall be stored,  cooked,  and/or processed according
                  to the specifications approved by Licensor; (iii) the Licensed
                  Products and all food packaging and labeling  materials  shall
                  be,  at the time of  shipment  or  delivery,  manufactured  in
                  accordance  with  good  manufacturing   practices;   (iv)  the
                  Licensed   Products  and  all  food   packaging  and  labeling
                  materials  shall  comply with all  federal,  state,  and local
                  laws,  ordinances,  rules and regulations  (including  without
                  limitation  all  USDA and FDA  laws,  rules  and  regulations)
                  (collectively,  "Laws"),  and  shall  not be  adulterated  or
                  misbranded  within the meaning of the Federal  Food,  Drug and
                  Cosmetic Act (the "Act"),  as amended and  including  its food
                  and color  additive  amendments,  or within the meaning of any
                  applicable  state or local  law in which  the  definitions  of
                  "adulteration" and "misbranding" are substantially

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<PAGE>

                  the same as those  contained  in the Act,  as the Act and such
                  Laws  are  constituted  and  effective  at the  time  of  such
                  shipment or delivery;  (v) the Licensed  Products and all food
                  packaging and labeling  materials  shall not be articles which
                  may not,  under the  provisions  of Section  404 or 505 of the
                  Act, be  introduced  into  interstate  commerce;  and (vi) the
                  Licensed   Products  and  all  food   packaging  and  labeling
                  materials  shall  not  be in  violation  of  the  requirements
                  imposed upon Licensee by the  California  Safe Drinking  Water
                  and Toxic  Enforcement  Act of 1986  ("California  Proposition
                  65"), and any other state or local laws imposing  requirements
                  on Licensee  which are  substantially  the same as  California
                  Proposition 65.

         7.5      Licensee  shall store and  transport  the Licensed  Product in
                  conditions  that will preserve the Licensed  Products in good
                  condition and shall comply with any  reasonable  requests from
                  Licensor in such regard.

         7.6      If Licensor  notifies Licensee in writing at any time that any
                  samples of Licensed  Products do not conform with  preapproved
                  specifications,  standards,  and/or quality,  or are otherwise
                  unacceptable,    then   Licensee   will   immediately    cease
                  distribution of the unacceptable  Licensed Products until such
                  time as Licensor gives  Licensee,  written  approval to resume
                  distribution.  In addition,  Licensee will immediately  recall
                  and destroy all such unacceptable Licensed Products.

         7.7      In order to verify and  maintain  quality  control  standards,
                  Licensor   shall   have  the  right  to   inspect   Licensee's
                  manufacturing facilities for the Licensed Products,  including
                  without limitation the facilities of third-party manufacturers
                  with whom  Licensee  contracts,  up to two times per  Contract
                  Year. Any such inspection will occur during business hours and
                  only after  giving  Licensee  at least  five (5) days  written
                  notice of such inspection.  Should Licensor find  deficiencies
                  in such  manufacturing  facilities,  it will have  thirty (30)
                  days in which to notify  Licensee of such  deficiencies.  Upon
                  notification by Licensor,  Licensee will immediately take such
                  steps  as  are   necessary  to  rectify  the   deficiency   or
                  deficiencies.  If after  ninety  (90) days the  deficiency  or
                  deficiencies are not corrected by Licensee, Licensor will have
                  the right to terminate this Agreement.

         7.8      Licensee may not sell damaged  Licensed  Products  bearing the
                  Licensed  Mark  unless it  obtains  Licensor's  prior  written
                  consent.

         7.9      Licensee  will handle all  customer  and  consumer  complaints
                  pertaining to the Licensed Products in commercially reasonable
                  fashion.  Licensee  will keep a record of all such  complaints
                  for each  Contract  Year and  provide  this record to Licensor
                  within  thirty  (30) days  following  the  conclusion  of each
                  Contract Year.

         7.10     The  provisions of this Section 7 shall apply with equal force
                  and effect to any third-party  manufacturers  used by Licensee
                  for the  production  of  Licensed  Products or  components  of
                  Licensed  Products,  and  Licensee  shall ensure that all such
                  third-party  manufacturers  abide  by all  provisions  of this
                  Agreement,  including but not limited to this Section 7 and to
                  Section 19 hereof.

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<PAGE>

8.       MARKETING, ADVERTISING, PROMOTION AND PACKAGING

         8.1      Licensee shall consult with Licensor prior to the commencement
                  of  each  Contract  Year   concerning  its  strategy  for  the
                  marketing, sales, advertising and promotional programs for the
                  Licensed  Products for such Contract Year, and shall submit to
                  Licensor for approval a marketing  plan covering its strategy.
                  Licensee  shall also  consult  with  Licensor  concerning  the
                  format,  content  and  design  of all  packaging,  stationery,
                  signage,  labeling,  packaging,  advertising  and  promotional
                  materials  to be used  by  Licensee  in  connection  with  the
                  Licensed   Products.   No   stationery,   signage,   labeling,
                  packaging,  advertising or promotional materials shall be used
                  by Licensee in connection with the Licensed  Products  without
                  the prior written approval of Licensor.

         8.2      Licensee agrees that each Contract Year it will spend not less
                  than three  percent  (3%) of the higher of: (a) the actual Net
                  Sales  for such  Contract  Year or (b) the  Minimum  Sales (as
                  defined  in  Section  10.4)  for  such  Contract  Year,  on  a
                  advertising  marketing,  promotional  materials in  connection
                  with the sale of Licensed  Products,  exclusive of cooperative
                  and trade  advertising.  Within thirty (30) days following the
                  end of each Contract Year,  Licensee shall submit to Licensor,
                  certified  as true and  correct by an officer of  Licensee,  a
                  statement   detailing  the  amounts   spent  on   advertising,
                  marketing, and promotional materials,  broken down by category
                  and  demonstrating how the money was spent. Any breach of this
                  section 8.2 shall be considered a material  breach 8.2 of this
                  Agreement.

         8.3      Any and  all  trademarks,  copyrights  or  other  intellectual
                  property rights which may exist or come into being,  including
                  without  limitation  sub-brand  names,  and  which are used on
                  stationary,   signage,   labeling,   packaging,   advertising,
                  marketing, or promotional material for `the Licensed Products,
                  shall be the exclusive property of Licensor. To the extent any
                  rights  in and to any  such  trademarks,  copyrights  or other
                  intellectual property rights are deemed to accrue to Licensee,
                  Licensee  hereby  assigns to Licensor any and all such rights,
                  at such rime as they may be deemed to accrue.


         8.4      In consideration  of the License granted herein,  in the event
                  Licensor  (directly  or through any  licensee,  franchisee  or
                  Affiliate in he Territory)  elects to offer Licensed  Products
                  for  sale  in  stores  owned  by  Licensor  or  its  licensee,
                  franchisee or Affiliate,  Licensee  shall sell and timely ship
                  Licensed  Products  to such  stores,  to the  extent  of their
                  requirements,  at a price equal to thirty  percent  (30%) less
                  than the  regular  wholesale  price  therefor.  All such sales
                  shall be  separately  reported by  Licensee in its  accounting
                  statements  pursuant to paragraph 10.3 hereof,  and such sales
                  shall not be subject to the advertising,  obhgations set forth
                  herein,  but shall be subject to the royalty  obligations  set
                  forth herein.

9.       TERM AND RENEWAL

         9.1      This  Agreement  shall  remain in full  force and  effect  for
                  fifty-seven  (57) months  following the effective date of this
                  Agreement,  through  and  including  December  31,  2007  (the
                  "Initial Term"), subject to the termination provisions hereof.

         9.2      Licensee  shall have the option to renew  this  Agreement  for
                  additional  five-year  renewal  periods  following the Initial
                  Term, on the same terms and at the s a m e royalty rates, up

                                                                          Page 8
<PAGE>

                  to a  maximum  of  two  (2)  renewal  periods  (i.e.  a  total
                  additional  period of ten (10)  years,  hereafter  the  "First
                  Renewal  Term" and the "second  Renewal  Term"  respectively);
                  provide  however,  that (i) Licensee  gives written  notice to
                  Licensor of Licensee's  intent to exercise each such option no
                  later  than three (3) or sooner  than six (6) months  prior to
                  the  expiration  of the Initial term or the first renewl Term,
                  as applicable, and furthe rprovided that (ii) licensee may not
                  exercise  any such option to renew  unless the  following  net
                  sales targets (the "Renewal Sales Minimums") are met;

                  First Renewal Term Renewal Sales Minimum (2008-2012);
                    Net Sales in Years 2005, 2006, and 2007 must average at
                    least $1,500,000 per year.

                  Second Renewal Term Renewal Sales Minimum (2013-2017);
                    Net Sales in Years 2010, 2011, and 2012 must average at
                    least $5,000,000 per year.


         9.3      In  addition,  no later than three (3) or sooner  than six (6)
                  months  prior to the  expiration  of the Second  Renewal  term
                  (i.e.  between  October 1, 2017 and  December 31,  2017),  the
                  parties  shall  meet to discuss  whether to extend  this lince
                  agreement  for up to two  (2)  additional  5-  year  renewals,
                  provided  that th eparties are able to negotiate in good faith
                  the terms for Minimum Sales, Guaranteed Minimum Royalties, and
                  a royalty  rate  during  such  additional  renewal  terms.  If
                  Licensor and Licensee are unable to agree upon Minimum  Sales,
                  Guearanteed  Minimujm  Royalties,  and a royalty  rate for the
                  additional  renewal terms, then this Agreement shall exprie as
                  of December 3,1 2016.

         9.4      Neither Licensor or Licensee shall have any expectation of the
                  other, or any obligation to the other, to renew this Agreement
                  or  extend  the  term  hereof  for any  period  following  the
                  expiration  of the Term  and/or the First  Renewal  Term,  (if
                  applicable)  and/or the Second  renewal term (if  applicable).
                  Neither  shall  Licensor  nor Licensee  have any  financial or
                  other  liability or  obligation  to the other arising from (i)
                  non  renewal,  or (ii)  early  termination  of this  Agreement
                  according to its terms. It is expressly  understood that under
                  no  circumstances  shall  Licensee  be  entitled,  directly or
                  indirectly,  to any form of  compensation  or  indemnity  from
                  Licensor as a sequence of the  termination  or  expiration  of
                  this Agreement,  whether as a result of the passage of time or
                  as a result of any other cause of  termination  referred to in
                  this  Agreement.   Without  limiting  the  generality  of  the
                  foregoing, by its execution of the present Agreement, Licensee
                  hereby  waives any claim  which it has or which it may have in
                  the future against  Licensor arising from any alleged goodwill
                  created by  Licensee  for the  benefit of Licensor or from the
                  alleged   creation  or  increase  of  a  market  for  Licensed
                  Products.

10.      ROYALTY AND MINIMUM SALES

         10.1     Licensee  will pay to  Licensor a royalty  equal to: (a) three
                  percent (3%) of the Invoice Price of Licensed Products sold or
                  otherwise  transferred  by  Licensee  up  to  total  sales  of
                  $10,000,000 in any Contacts Year; (b) five percent (5%) of the
                  Invoice   Price  of  Licensed   Products   sold  or  otherwise
                  transferred   by  Licensee,   based  on  total  sales  between
                  $10,000,000  and $15,000,000 in any Contract Year, and (c) six
                  percent (6%) of the Invoice Price of Licensed Products sold or
                  otherwise transferred by Licensee, based on total sales in any
                  Contract Year exceeding $15,000,000.  The royalty rate will be

                                                                          Page 9
<PAGE>

                  applied to all sales of Licensed Products,  and all such sales
                  will be based on Invoice Price.

         10.2     Except for the Guaranteed Minimum Royalty payments required in
                  advance hereunder, Licensee shall nuke its royalty payments to
                  Licensor  on a  quarterly  basis,  together  with a  statement
                  setting  forth the quarterly  sales of the Licensed  Products,
                  said  payments  and  statement  being due no later than thirty
                  (30) days following the end of each Contract Year quarter. All
                  royalty payments shall be made in US. Dollars.  Such sales and
                  royalty statements are due quarterly regardless of whether any
                  quarterly payments are due.

         10.3     On or  before  the 15th day of each  month  (except  the first
                  month)  during  the  term of this  Agreement,  Licensee  shall
                  submit to Licensor a report in English, in a form satisfactory
                  to  Licensor,  which  shall set  forth,  with  respect  to the
                  previous  month  and  with  respect  to each  product  line of
                  Licensed  Products  handled by licensee,  the Invoice Price of
                  the  Licensed  Products,  the  number  of  units  of  Licensed
                  Products  sold,  the  number  of  units of  Licensed  Products
                  remaining  in  inventory  at the  end  of  such  month,  and a
                  comparison of Licensee's Invoice Price with the projections in
                  its  annual  marketing  plan  with  respect  to  the  Licensed
                  Products.

         10.4     Licensee agrees to pay, at a minimum, the following Guaranteed
                  Minimum Royalties to Licensor during the Initial Term:

                        Contract Year 1:  $15,000.00
                        Contract Year 2:  $22,500.00
                        Contract Year 3:  $30,000.00
                        Contract Year 4:  $37,500.00
                        Contract Year 5:  $45,000.00

                  If at the end of the First  Contract Year  Licensee's  royalty
                  payments  to  Licensor  fail M reach or exceed the  Guaranteed
                  Minimum   Royalties   for  the  First   Contract   Year  (i.e.
                  $15,000.00),  Licensee will pay to Licensor an amount equal to
                  the  shortfall.  Such payment  shall be due within thirty (30)
                  day; following the conclusion of the First Contract Year.

                  Beginning  with  the  Second  Contract  Year,  and  continuing
                  thereafter throughout the Initial Term and, if applicable, the
                  First Renewal Term and the Second Renewal Term, Licensee shall
                  pay to  Licensor  the  Guaranteed  Minimum  Royalty  for  each
                  Contract Year within thirty (30) days of the beginning of that
                  Contract Year, The Guaranteed  Minimum  Royalty for a Contract
                  Year shall be credited  against the actual  royalties  due for
                  that  Contract  Year until such time as actual  royalties  due
                  exceed  the  Guaranteed  Minimum  Royalty.  Licensee  may  not
                  carryover from one Contract Year to another  Contract Year the
                  Guaranteed Minimum Royalties paid in one Contract Year.

                  If  Licensee  effectively  renews this  Agreement  pursuant to
                  Section 9.2 hereof for the First Renewal  Term,  then Licensee
                  agrees to pay, at a minimum,  the following Guaranteed Minimum
                  Royalties to Licensor during the First Renewal Term:

                        Contract Year 6:  $60,000,00
                        Contract Year 7:  $75,000.00
                        Contract Year 8:  $90,000.00
                        Contract Year 9:  $105,000.00
                        Contract Year 10: $120,000.00

                                                                         Page 10
<PAGE>

                  If  Licensee  effectively  renew this  Agreement  pursuant  to
                  Section 9 2 hereof for the Second  Renewal Term,  hen Licensee
                  agrees  to  pay,  at a  minimum  of the  following  Guaranteed
                  Minimum Royalties to Licensor during the Second Renewal Term:

                        Contract Year 11:  $150,000.00
                        Contract Year 12:  $180,000.00
                        Contract Year 13:  $210,000.00
                        Contract Year 14:  $240,000.00
                        Contract Year 15:  $270,000.00

         10.5     Licensee  agrees that it shall maintain the following  minimum
                  sales  (hereinafter  "Minimum  Sales"),  based on the  Invoice
                  Price, for each Contract Year during the Initial Term:

                        Contract Year 1:  $500,000.00
                        Contract Year 2:  $750,000.00
                        Contract Year 3:  $1,000,000.00
                        Contract Year 4:  $1,250,000.00
                        Contract Year 5:  $1,500,000.00

                  If  Licensee  effectively  renew this  Agreement  pursuant  to
                  section 9.2 hereof for the First Renewal  Term,  then Licensee
                  agrees that it shall  maintain the  following  Minimum  Sales,
                  based on the Invoice Price,  for each Contract Year during die
                  First Renewal Term:

                        Contract Year 6:  $2,000,000.00
                        Contract Year 7:  $2,500,000.00
                        Contract Year 8:  $3,000,000.00
                        Contract Year 9:  $3,500,000.00
                        Contract Year 10: $4,000,000.00

                  If  Licensee  Effectively  renews this  Agreement  pursuant to
                  Section 9.2 hereof for the Second Renewal Term,  then Licensee
                  agrees that it shall  maintain the  following  Minimum  Sales,
                  based on Invoice  Price,  for each  Contract  Year  during the
                  Second Renewal Term:

                        Contract Year 11:  $5,000,000.00
                        Contract Year 12:  $6,000,000.00
                        Contract Year 13:  $7,000,000.00
                        Contract Year 14:  $8,000,000.00
                        Contract year 15:  $9,000,000.00

         10.6     The amount of  royalties  to be paid to  Licensor  by Licensee
                  hereunder  has  been  determined  on  the  understanding  that
                  Licensee  will be entitled to deduct any required  withholding
                  taxes and Licensor will be entitled to a tax credit for United
                  States  federal income tax purposes equal to the amount of any
                  tax  imposed  in  the  Territory  upon  Licensor's  royalties,
                  whether  imposed by withholding  or otherwise.  Licensee shall
                  provide  such  documentation  as may be necessary to reflect d
                  taxes paid on  Licensor's  behalf.  In the event that any such
                  tax is not  available  as a credit for United  States  federal
                  income tax  purposes for the period when p paid the royalty to
                  be paid hereunder  shall be recalculated to reflect the actual
                  loss of revenue to Licensor.


                                                                         Page 11
<PAGE>

         10.7     All  payments  due  under  this  Agreement  shall  be  sent as
                  instructed by Licensor from time to the time.

         10.8     All  references  to dollars in this  Agreement  shall man U.S.
                  dollars.  AU royalties  and Minimum  royalties  due  hereunder
                  shall be paid in US. dollars,  and the currency  conversion to
                  US.  dollars for each quarter shall be made at the  prevailing
                  spot conversion rate published in the Wall Street Journal (New
                  York  City  Edition)  for the last day of the  month  for each
                  quarter.

11.      BOOKS AND RECORDS

         11.1     Licensee  shall  keep wd  maintain  at its  regular  place  of
                  business,  or at such off-site  documents  storage facility as
                  Licensee  shall use from time to time for the retention of its
                  business records generally,  complete and accurate records and
                  accounts in  accordance  with  Generally  Accepted  Accounting
                  Principles showing the business transacted in connection with4
                  the Licensed  Products  Manufactured and sold pursuant to this
                  .Agreement,  including without limitation records and accounts
                  relating to sales,  shipments and orders for Licensed Products
                  for at least six (6) yean following the creation of the record
                  or account.

         11.2     Within  thirty (30) days  following  the end of each  Contract
                  Year,  and within  thirty (30) days after the  termination  of
                  this Agreement, Licensee shall deliver to Licensor a statement
                  signed by an authorized  officer of Licensee  reporting actual
                  sales of the  Licensed  Products  (based  on  Invoice  Price),
                  royalties due and royalties paid during the preceding Contract
                  Year.  In the  case of  termination  of this  Agreement,  such
                  information  shall  be  provided  for  the  period  ending  at
                  termination.

         11.3     Licensor,  or its duly authorized  agents or  representatives,
                  shall have  access to and the right to examine all records and
                  accounts  that  Licensee is  required to maintain  pursuant to
                  this Section 11 at  Licensee's  premises,  or at such off-site
                  documents  storage facility as Licensee shall use from time to
                  time for the retention of its business records generally.  Any
                  such  examination  will be at  Licensor's  expense and will be
                  conducted  during normal business hours upon reasonable  prior
                  notice,  which shall be no less 'than three (3) business  day.
                  Should an audit disclose that Licensee underpaid royalties for
                  any given year,  Licensee  shall  forthwith  and upon  written
                  demand pay Licensor the amount owed,  together  with  interest
                  thereon,  at a rate of ten percent (10%) per annum  calculated
                  from  the due  date of such  royalties.  Further,  should s an
                  audit  disclose that Licensee  overpaid  royalties by a margin
                  exceeding  five  percent  (5%)  in any  given  year,  or  that
                  Licensee  underpaid  royalties  for any given  year,  Licensee
                  shall pay for all costs relating to the audit.

         11.4     Throughout  the term of ,this  Agreement,  Licensee  agrees to
                  provide to 'Licensor on an annual basis, a statement certified
                  by an independent  public  accounting  firm to the effect that
                  Licensee's business is in sound financial condition

                                                                         Page 12

<Page>

12.      TERMINATION

         12.1     In the event  either party  commits a material  breach of this
                  Agreement,  the other  party may,  upon thirty (30) days prior
                  written notice,  terminate the Agreement:  provided,  however,
                  that the  Agreement  shall not be  terminated if the breaching
                  party  cures the breach  within  said  thirty  (30) days after
                  receipt of said notice.

         12.2     Notwithstanding  anything  to the  contrary  in Section  12.1,
                  Licensor  shall have the right to  terminated  this  Agreement
                  immediately  upon notice to  Licensee if any of the  following
                  events occur:


                  (a)      More  than  once  during  any  Contract   Year,   any
                           installment of royalty  payments is not paid when due
                           and such  default  continues  for more  than five (5)
                           business days; or

                  (b)      Licensee  fails to pay Guaranteed  Minimum  Royalties
                           for any Contract  Year within thirty (30) days of the
                           beginning  of that  Contract  Year,  as set  forth in
                           Section 10.4 hereof; or

                  (c)      Licensee  fails  to  meet  the  Minimum  Sales  for a
                           Contract Year, as set out in Section 10.5 herein; or

                  (d)      Licensee  knowingly or  negligently.  (or  Licensee's
                           third-party  manufacturers)  fails to manufacture the
                           Licensed  Products in accordance  with the provisians
                           of this  Agreement  (including,  but not  limited to,
                           Section 7 or Section 19 of this Agreement); or

                  (e)      Licensee  fails  to  secure  licensor's  approval  as
                           required  herein  and/or  breaches  any  provision of
                           Section 6 of this Agreement; or

                  (f)      Licensee intentionally uses the Licensed Mark, or any
                           other mark  belonging  to  Licensor,  in a manner for
                           which rights therein have not been granted; or

                  (g)      Licenser at any time directly or in directly contests
                           or  assists  any  other  person  in  contesting   the
                           validity of any of the  Intellectual  Property Rights
                           or the right,  title and  interest of Licensor to the
                           Intellectual  Property  Rights anywhere in the world;
                           or

                  (h)      Licensee  commits  any mated  fraud upon  Licensor in
                           connection   with  the   performance   of  Licensee's
                           obligations hereunder; or

                  (i)      Licensee makes an  intentional  or negligent  written
                           material misrepresentation pertaining to sales of the
                           Licensed   Products  or  pertaining  to  use  of  the
                           Licensed Mark or

                  (j)      Licensee's   present   ownership  or  its  manner  of
                           conducting  business  is changed  without  Licensor's
                           prior written consent or

                  (k)      Licensee  attempts  to assign this  Agreement  to any
                           apparel  competitor  of  the  Champion   Athleticwear
                           division of Sara Lee  Corporation,  including but not

                                                                         Page 13

<PAGE>

                           limited to Nike,  Russell,  Gildan,  Reebok,  Adidas,
                           Umbro,  Srarter,  Fruit  of the  Loom,  Vanity  Fair,
                           Wamaco,  and any parent companies,  subsidiaries,  or
                           affiliates of these named brands or companies; or

                  (l)      Licensee  fails to make sales of any line of Products
                           bearing  the  Licensed  Mark for a period  of six (6)
                           months or more; or

                  (m)      Licensee  challenges the validity of this  Agreement;
                           or

                  (n)      Licensee  challenges  Licensor's rights in and to the
                           Champion  and/or  Champion Script Logo marks anywhere
                           in die world.

                  Upon termination of this Agreement  pursuant to this,  Section
                  12.2,  Licensee's light to use the Licensed Mark and all other
                  Intellectual  Property Rights pursuant to this Agreement Shall
                  immediately  cease,  and any  remaining  inventory of Licensed
                  Products  shall  be  delivered,   at  Licensee's  expense,  to
                  Licensor.  Licensor shall not be charged for, nor obligated to
                  pay any monies for such remaining  inventory Upon  termination
                  or expiration of this Agreement,  Licensee shall not knowingly
                  do any act or thing  that  would  have the  effect of  causing
                  another person to believe that Licensee is still associated or
                  connected with Licensor.

         12.3     Notwithstanding  anything to the  contrary in Section  12.1 or
                  12.2,  if Licensee  files a petition in  bankruptcy,  or by an
                  equivalent  proceeding  is  adjudicated  a  bankrupt,  or if a
                  petition  in  bankruptcy  is  filed  against  Licensee,  or if
                  Licensee  becomes  insolvent  or makes an  assignment  for the
                  benefit  of  creditors  or  any  arrangement  pursuant  to any
                  bankruptcy law, or if Licensee discontinues its business or if
                  a receiver is appointed for  Licensee,  this  Agreement  shall
                  automatically  terminate  without any notice  whatsoever being
                  necessary,  to the fill extent  allowed by applicable  law, Au
                  royalties   on  sales  made   prior  such  act  shall   become
                  immediately  due and payable.  In the event this  Agreement is
                  terminated pursuant to this section,  Licensee, its receivers,
                  representatives,  trustees, agents, administrators, successors
                  and/or  assigns,  shall  have  no  right  to  sell  any of the
                  Licensed  Products  covered by this Agreement  except with the
                  special consent and written  instructions  of Licensor,  which
                  instructions  shall be followed.  The  non-assumption  of this
                  Agreement by a trustee presiding over a bankruptcy  proceeding
                  pursuant to any  bankruptcy law where the Licensee is named as
                  a  debtor   shall   operate  to   terminate   this   Agreement
                  automatically,  without any notice whatsoever being necessary,
                  effective as of the date of the commencement of die bankruptcy
                  proceeding.

         12.4     Upon  expiration or  termination of this  Agreement,  Licensee
                  shall cease using the Licensed Mark provided,  however, that -
                  unless such termination is pursuant to Sections 12.2 or 12.3 -
                  Licensee  may,  for a period  of no more  than six (6)  months
                  after expiration or termination,  sell and distribute Licensed
                  Products  existing in inventory on the date of  expiration  or
                  termination.  Licensee  remains  liable for the payment of all
                  royalties based on those sales and must otherwise  comply with
                  the  terms  of this  Agreement.  If at the end of said six (6)
                  month Licensee still possesses inventory of Licensed Products,
                  said  remaining  inventory  shall be delivered,  at Licensee's
                  expense, to Licensor, and Licensee's right to use the Licensed
                  Mark pursuant to this  Agreement  shall cease.  Licensor shall
                  not be charged for,  nor  obligated to pay any monies for such
                  remaining inventory.


                                                                         Page 14
<PAGE>

         12.5     Licensee  acknowledges and confirms that damages may not be an
                  adequate remedy for breach of its obligations and undertakings
                  stated  in  Sections   3,6,7,8,12,14,16,17,   or  19  of  this
                  Agreement  (including their subsections) and that accordingly,
                  without  prejudice to any other right or remedy that  Licensor
                  may have,  Licensor shall be entitled to obtain an injunction,
                  including but not limited to an EX PARTE injunction,  or other
                  equitable  relief to prevent Licensee from acting in breach of
                  its said obligations and undertakings.

13.      INDEMNIFICATION

         13.1     Except as provided in Section 14 below, Licensee hereby agrees
                  to pay in cash on behalf of  Licensor  a d t o defend and hold
                  Licensor, its shareholders,  directors,  officers,  employees,
                  agents and  customers  harmless  horn and  against any and all
                  chins,   suits,   proceedings,   fines,   penalties,   losses,
                  liabilities,  causes of action, settlments, costs, damages, or
                  expenses,    including   reasonable    attorney's   fees   and
                  disbursements,  arising  out of or  incidental  to  Licensee's
                  manufacturer,  packaging,  sale,  marketing or distribution of
                  the Licensed  Products  and/or arising out of or incidental to
                  the  consumption  of  Licensed  Products,  including  but  not
                  limited to bodily injury to any person  (including  death) and
                  property damage. This indemnification  provision shall survive
                  the termination of this Agreement.

14.      TRADEMARK ENFORCEMENT

         14.1     Licensee agrees to notify Licensor of any  unauthorized use of
                  the Licensed  Mark by others,  promptly it cows to  Licensee's
                  attention.  Licensor  shall have the sole right and discretion
                  to bring infringement actions involving the Licensed Mark, and
                  any award  received by Licensor in my such action shall belong
                  solely to Licensor.

         14.2     In the  event  that  a  third  party  institutes  a  trademark
                  infringement  action against  Licensee  wising from Licensee's
                  proper and  authorized  Use of the Licensed  Mark  pursuant to
                  this  Agreement,  Licensee shall promptly  notify Licensor and
                  Licensor  shall defend,  at its own expense,  any such action.
                  Licensee  shall   cooperate  in  such  defense  as  reasonably
                  requested by  Licensor.  Licensor  shall pay any  settlements,
                  costs,  damages, or expenses,  including reasonable attorneys'
                  fees,  resulting  from any such action,  Any award received by
                  Licensor in such action shall belong solely to Licensor.

15.      INSURANCE

         15.1     Licensee  shall  obtain  and  maintain,  at its own  cost  and
                  expense,  Commercial General Liability  insurance and Umbrella
                  liability  insurance  written on an occurrence  basis with the
                  following coverage and limits:

                                                        Limits
                                                        ------
                  General  Aggregate Limit            $5,000,000
                  Products/Completed
                    Operations Aggregate Limit        $3,000,000
                  Personal and Advertising
                    Injury-Per Injury                 $3,000,000

                                                                         Page 15
<PAGE>

         15.2     Licensor  shall  be  named  as m  additional  insured  on  the
                  Commercial  General Liability  policy.  Licensee shall provide
                  Licensor with a certificate of insurance evidencing all of the
                  required coverage. The certificate shall also provide evidence
                  that the policy has been amended to afford at lease thirty(30)
                  days  advance  written  notice to  Licensor  of  cancellation,
                  norenewal or material change of any of the required coverages.

16.      ASSIGNMENT OR SUBLICENSE

         16.1     This  Agreement  and all its rights and duties  hereunder  are
                  personal to Licensee and shall not, without the prior, written
                  consent  of  Licensor   (which   shall  not  be   unreasonably
                  withheld), be transferred,  assigned, sublicensed or otherwise
                  encumbered by Licensee or by operation of law.

         16.2     Licensor  may assign any of its rights or delegate  any of its
                  duties arising out of or under this Agreement.

         16.3     Should ownership of the Licensed Mark be assigned by Licensor,
                  then, upon such  assignment,  Licensor shall assign all of its
                  rights and  delegate d of its duties  under this  Agreement to
                  the assignee of the Licensed  Marks and Licensee  shall,  with
                  effect from the date of such assignment, release and discharge
                  Licensor from all claims and demands  whatsoever in respect of
                  this  Agreement  relating to the period  after the date of the
                  assignment  and  shall,  from  the date of such  assignment  ,
                  accept the assignee as the owner of the Licensed Mark.

17.      CONFIDENTIALITY

         17.1     The terms of this  Agreement and all  merchandising  know-how,
                  specifications, plans, patterns, outlines, designs, creations,
                  formulae,  and other data and information of any kind obtained
                  by  Licensee  from  Licensor or  developed  by Licensee or any
                  third party for use in connection with this Agreement shall be
                  kept  confidential  and shall not be disclosed or used for the
                  benefit of Licensee or any third  party  except in  accordance
                  with  the   terms  of  this   Agreement.   Such   confidential
                  information shall be revealed to employees of Licensee only to
                  the extent reasonably necessary to enable Licensee to exercise
                  the full rights granted hereunder, and Licensee agrees to bind
                  its officers  and key  employees,  including  but not hired to
                  those  employees  to whom  such  confidential  information  is
                  revealed.

18.      MEDIA RELATIONS

         18.1     Licensee  agrees  that all press  releases  and  other  public
                  announcements  related  in any  way to this  Agreement,  or to
                  Licensee's  or  Licensor's  operations  hereunder,   shall  be
                  subject to approval by  Licensor,  and that each request for a
                  statement, release or other

                                                                         Page 16

<Page>

                  inquiry  shall be sent in Writing M the  advertising/publicity
                  director of Licensor for response.

19.      CODE OF CONDUCT: APPROVED FACILITIES

         19.1     Licensor is committed to wing  manufacturing  facilities  that
                  operate under responsible, safe and humane conditions. To that
                  end,  Licensee  agrees  that  Licensee  shall be  entitled  to
                  manufacture the Licensed Products in only those  manufacturing
                  facilities  (third-party  or  owned)  for which  Licensee  has
                  obtained Licensor's prior written approval (and which approval
                  has not  been  subsequently  revoked  by  Licensor).  Licensor
                  hereby approves die we of the manufacturing  facilities listed
                  on  Exhibit  1  attached  hereto.  Licensee  shall  submit  to
                  Licensor  a  request   for   approval  to  utilize  any  other
                  manufacturing  facility  (third-party  or  owned)  in the form
                  attached  hereto as Exhibit 2, which approval may be withheld,
                  conditioned or revoked in Licensor's sole discretion. Licensee
                  acknowledges that Licensor may require Licensee to provide, at
                  Licensee's   expense,   evidence   of   satisfactory   working
                  conditions  at the  facility,  including,  but not limited to,
                  independent  third-party  audits.  In the event that  Licensee
                  uses a third  party  to  manufacture  the  Licensed  Products,
                  Licensee shall nevertheless  remain primarily obligated 'under
                  all of the provisions of this  Agreement.  Licensee  agrees to
                  advise  Licensor  promptly  writing of any  violations  of die
                  provisions  of this  Agreement by my such  facility and of the
                  corrective  actions taken by Licensee and the results thereof.
                  Licensee  shall  inform  Licensor  in writing  if an  approved
                  facility is sold and must receive  Licensor's written approval
                  of die new  entity  before  production  may  resume.  The word
                  "sold" as used in the preceding  sentence includes a change of
                  controlling interest.

         19.2     Licensee has received a copy of Sara Lee  Corpontion's  Global
                  Business   Standards   and   Supplier   Selection   Guidelines
                  (collectively  "Guidelines")  and shall provide the Guidelines
                  to any and all vendors or  manufacturers  appointed under this
                  Agreement.  Licensor shall provide  Licensee with a sufficient
                  number of copies of the  Guidelines  at no cost to Licensee in
                  the  local   language(s)   of  the  management  and  employees
                  producing the product.  Licensee shall cause the Guidelines to
                  be  posted  at all  times  in all  facilities  where  Licensed
                  Products  are   manufactured.   Licensee  hereby   represents,
                  warrants   and   covenants   that  it  (i)  has  reviewed  and
                  understands  the  Guidelines  and has or will  verify that any
                  third party which manufacturers Licensed Products has reviewed
                  and understands  the Guidelines and (ii) Licensee,  as well as
                  any  third  party  which  manufactures  Licensed  Products  is
                  presently in compliance and will remain in compliance with all
                  terms and  provisions of the  Guidelines  for the term of this
                  Agreement.  Licensee will notify  Licensor  immediately  if it
                  becomes  aware that a violation of the  standards set forth in
                  the Guidelines has occurred.

         19.3     Licensee  shall  imidiatly,  at  its o m  expense,  have  each
                  facility  (third-party  and owed) it uses to produce  Licensed
                  Products independently audited by a firm approved by Licensor,
                  for compliance  with these or such similar  Guidelines as Sara
                  Lee may require from time to time. Audits to ensure compliance
                  to  the  Guidelines  shall  be  conducted  at  least  annully.
                  Licensee  shall  provide  Licensor  with a copy  of the  audit
                  report. If, in Licensor's discretion,  the audit indicates the
                  need for  improvement  or change,  such  changes  must be made
                  within  thirty (30) days or the approval of such facility will
                  be terminated pursuant to Section 12.2 and Licensor shall have
                  the right to

                                                                         Page 18

<PAGE>

                  require  Licensee  to  immediately  cease  production  of  the
                  Licensed  Products at such  facilities  and/or,  at Licensor's
                  soles  discretion,  this  Agreement  may be  terminated in its
                  entirety.

         19.4     Licensor retains the right,  with or without prior notice,  at
                  Licensor's   expense,   to  conduct  its  own  or  independent
                  third-party   inspection   and  audit  of  Licensee   and  any
                  third-party  manufacturer which manufactures Licensed Products
                  for compliance with the Guidelines or such similar  guidelines
                  as Licensor may  establish  from time to time.  Licensee  also
                  understands  and agrees that  Licensor may  publicly  disclose
                  information  relating to  Licensee's  owned and  subcontracted
                  facilities as Licensor sees fit.

20.      MISCELLANEOUS

         20.1     In the event that either parry shall, at any time, waive my of
                  its rights under this  Agreement,  or the  performance  by the
                  other party of any of its obligations  hereunder,  such waiver
                  shall not be  constructed  as a continuing  waiver of the same
                  rights  or  obligations  or a waiver  of any  other  rights or
                  obligations.

         20.2     This Agreement  constitutes the entire  agreement  between the
                  parties  as to  the  Licensed  Mark  and no  modifications  or
                  revisions  thereof  shall be of any force or effect unless the
                  same are in writing and executed by the patties hereto.

         20.3     Any  provisions  of this  Agreement  which  are,  or  shall be
                  determined  to be,  invalid  shall  be  ineffective,  but such
                  invalidity shall not affect the remaining  provisions  hereof.
                  The titles to the sections herein are for convenience only and
                  have no substantive effect.

         20.4     This Agreement is binding upon the parties hereto, any parent,
                  subsidiary and affiliated  companies and their  successors and
                  assigns.

         20.5     Licensee  shall  be  responsible  for  compliance  n with  the
                  requirements  of all  local  laws in the  countries  where  it
                  manufactures,  markets,  distributes  or  sells  the  Licensed
                  Products,  except for  obligations  with  respect to filing as
                  registered  user or similar  obligations  where required under
                  applicable  trademark  law. It is understood  that Licensor is
                  responsible  for the  costs and fees for,  or  incidental  to,
                  obtaining trademark registrations.

         20.6     This  Agreement  shall be  construed  in  accordance  with and
                  governed  by  the  laws  of  the  State  of  North   Carolina,
                  applicable  to  contracts  made  and  to be  wholly  performed
                  therein  without  regard to its  conflicts  of law rules.  Any
                  action or proceeding  arising out of or relating in any way to
                  this  Agreement,  shall be brought and  enforced in the United
                  States  District  Court  for  the  Middle  District  of  North
                  Carolina  or, if such  courts do not have,  or do not  accept,
                  subject matter jurisdiction over the action or proceeding,  in
                  the  courts  of the  State of North  Carolina  and each  patty
                  hereby  consents  to the  personal  jurisdiction  of each such
                  court in respect of any such action or proceeding. Each of the
                  parties  hereby  consents  to  service  of process in any such
                  action or  proceeding  by the  mailing  of copies  thereof  by
                  Registered or Certified Mail, postage prepaid,  return receipt
                  requested,   to  it  at  its  address   provided  for  notices
                  hereunder.  The foregoing  shall not limit the right of any of
                  the  parties to serve  process in any other  manner  permitted
                  bylaw or to obtain execution or enforcement of any judgment in

                                                                         Page 18

<PAGE>

                  any other jurisdiction.  Each of the patties hereby waives (a)
                  any objection  that it may now or hereafter have to the laying
                  of venue of any action or proceeding  arising under or related
                  to  the   Agreement   in  a  cow  located  in  the  cities  of
                  Winston-Salem  or  Greensboro,  or a court  located in Forsyth
                  County, North Carolina;  (b) any claim that a court located in
                  Winston-Salem,  Greensboro,  or Forsyth County, North Carolina
                  is not a convenient  forum for any such action or  proceeding;
                  and  (c) any  claim  that it is not  subject  to the  personal
                  jurisdiction  of the  United  States  District  Court  for the
                  Middle  District  of North  Carolina  or of the  courts of the
                  State of North  Carolina  located  in  Forsyth  County,  North
                  Carolina.

         20.7     This Agreement may be executed in any number of  counterparts,
                  each of which shall be deemed to be an original,  but all such
                  counterparts  shall  together  constitute  one  and  the  same
                  Agreement.

         20.8     All  notices  required  hereunder  shall  be  in  writing  and
                  dispatched  by  overnight  courier  addressed  to  Licensee or
                  Licensor  as set  forth  below,  and shall be  effective  upon
                  receipt;

                  Licensor:     Sara Lee Global Finance,  L.L.C.
                                204F Weldin Building
                                3411 Silverside
                                Wilmington Delaware  19801

                  Copies to:    Vice President Marketing
                                Champion Athleticwear
                                1000 E. Hanes Mill Road
                                Winston-Salem, North Carolina 27105
                                Chief Counsel -  Intellectual  Property
                                Sara Lee Corporation
                                1000 E. Hanes Mill Road
                                Winston-Salem, North Carolina 27105

                  Licensee:     Championlyte, Inc.
                                3350 N.W. Boca Raton Boulevard,  Site A-28
                                Boca Raton, Florida 33431

                  Copies to:    __________________________

                                                                         Page 19

<Page>

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their duly authorized officers.

Date:                                   SARA LEE GLOBAL FINANCE, L.L.C.
     ------------------------
                                        By:
                                            ----------------------------

                                        Name:
                                              --------------------------

                                        Title:
                                               -------------------------


Date:                                   CHAMPIONLYTE, INC.
     ------------------------
                                        By:
                                            ----------------------------

                                        Name:
                                              --------------------------

                                        Title:
                                               -------------------------

                                                                         Page 20

<PAGE>

                                    EXHIBIT 1

                 PRE-APPROVED MANUFACTURING FACILITIES Licensee:

Licensee:  ChampionLyte,  Inc.

Name of Manufacturer:

Name of  Manufacturing  Facility(ies)

Location  of  Manufacturing  Facility(ies):

Licensed Products:   Sugar-free sports drinks and sugar-free
                     non-carbonated soft drinks bearing the CHAMPION LYTE mark

         Subject to the terms and provisions set forth in the License  Agreement
dated April 1,2003,  between Sara Lee Global Finance,  L.L.C.  ("Licensor")  and
ChampionLyte, Inc. ("Lcecensee"), Licensor hereby consents to the manufacture of
the Licensed  Products by the  manufacture  at the  manufacturing  facility(ies)
mentioned above upon the following if any, condition:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                                        By:
                                            ----------------------------

                                        Name:
                                              --------------------------

                                        Title:
                                               -------------------------

                                        Date:
                                              --------------------------

         Licensee  warrants and  covenants  that the  above-named  facility(ies)
currently, and during the time the facility(ies) manufactures Licensed Products,
adheres to Sara Lee Supplier Selection Guidelines.

                                        By:
                                            ----------------------------

                                        Name:
                                              --------------------------

                                        Title:
                                               -------------------------

                                        Date:
                                              --------------------------


                                                                         Page 21

<Page>

                                    EXHIBIT 2

                REQUEST FOR APPROVAL OF MANUFACTURING FACILITIES

Licensee:  ChampionLyte,  Inc.

Name of Manufacturer:

Name of  Manufacturing  Facility

Location  of  Manufacturing  Facility(ies):

Name  of Third-Party Audit Firm

Date Compliance Audit Completed:

Result of Audit:

Licensed Products:      Sugar-free sports drinks and sugar-free non-carbonated
                        soft drinks bearing the CHAMPION LYTE mark

                                        By:
                                            ----------------------------

                                        Name:
                                              --------------------------

                                        Title:
                                               -------------------------

                                        Date:
                                              --------------------------


                                                                         Page 22