EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made affective as of March 15, 2003 (the "Effective
Date")  by-and  between  ChampionLyte  Beverages,  Inc.,  a Florida  Corporation
("Company"  or "the  Company")  The  Company  is a wholly  owned  subsidiary  of
ChampionLyte  Holdings,  Inc., a Florida  corporation (the "Parent Company") and
Donna Birnbo ("Executive").

WITNESSETH:

WHEREAS,  Company desires to employ, the Executive upon and subject to the terms
and  conditions  set forth  herein  and the  Executive  desires  to accept  such
employment; and

WHEREAS,  the parties wish to set forth the terms and conditions  upon which the
Executive is to be employed;

NOW, THEREFORE,  in consideration of the mutual covenants herein contained,  the
parties hereto agree as follows:

1. NATURE OF EMPLOYMENT The Company  hereby agrees to employ the Executive,  and
the Executive hereby agree to be employed by Company, as its President.  In such
capacity,  Executive shall perform such duties and have such responsibilities as
may be  assigned  by the Board from time to time that are  normally  inherent in
such capacities in companies of similar size and character. In addition,  during
the Employment Term, the Company shall appoint Executive to serve as a member of
the Board;  provided the Company agrees that Executive  shall be indemnified for
serving in such  capacity on a basis no less  favorable  than is provided by the
Company's  By-laws and to other members of the Board.  The Company  accepts that
the  Executive's  principal  place of business shall be located in Essex County,
New Jersey and that relocation is not an option.

2. BEST EFFORTS The Executive shall serve Company  faithfully and on a full-time
basis and devote all of her  attention,  energy,  effort,  technical  knowledge,
know-how and skill to best promote the  business and  interests of Company.  The
Executive  shall at all times use her best efforts b,  preserve and maintain the
business relationships between Company and its Executive, clients and suppliers.
During the Term of this  Agreement the  Executive  shall not engage in any other
business,  profession or occupation far  compensation  or otherwise  which would
conflict  with the  rendition of such services  either  directly or  indirectly,
without the prior  written  consent of the Board.  The  Company  agrees that the
Executive  $ay  continue  with her past  activities  as a member of a non-profit
Board of Directors.

3. TERM OF EMPLOYMENT The initial term of employment shall be two (2) years (the
"Term"),  beginning on the%% Date unless sooner  terminated  in accordance  with
Section 5 below. After the initial two (2) year agreement,  ,the agreement shall
automatically  renew  every March 15th  unless one party  notifies  the other 14
writing,  certified mail,  return receipt  requested,  no later than thirty days
(30) prior to the  anniversary  date W the  Agreement,  of the  intention to not
renew Agreement.

4.0 COMPENSATION

4.1 BASE SALARY -The Company shall, pay the Executive an annual base salary of


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$96,000 for the period beginning on the date hereof and ending on June 14, 2003,
$108,000 for the period  beginning on June 15, 2003 and ending on September  14,
2003 and $120,000 for the period  beginning on September  15, 2003 and ending on
March 14, 2005 (the "Base Salary"), payable in biweekly installments, less taxes
required by law lo be withheld.  Should the Term of  Employment be renewed on or
before March 14, 2005,  the, Base Salary shall increase to no less than $132,000
per  annum  for  the  renewal  period.   If  Executive  must  assume  additional
'responsibilities  following  the  initial  Term of  Employment,  as a result of
acquisitions  or  otherwise,   the  parties  will  mutually  agree  to  increase
Executive's base salary commensurate with the increase in responsibilities.

4.2 WARRANT BONUS.  In  consideration  he entry into this  Agreement,  Executive
shall be entitled to receive  50,000  warrants to purchase the Parent  Company's
common  stock for a term of two years at a price  equal to $10 par share.  These
options to be evidenced by a written form to issued within 30 days following the
execution of this Agreement in addition  should the Executive be employed by the
Company 90 days from the Effective  Date herein,  the  Executive  will receive a
Warrant  pursuant  to  purchase  an  additional  100,000  shares  of the  Parent
Company's stock in 90 days from the Effective Date at an exercise price equal to
100% of the Parent Company's closing stock price as of that date. These warrants
shall carry a term of two years.  Parent  Company  agrees to grant to  Executive
'piggyback'  registration  rights for any warrants  issued to Executive prior to
the Parent Company filing any  registration  statement for the Parent  Company's
common shares.

4.3 SHARES OF STOCK.

4.4 BONUS. The Executive shall be entitled to certain bonuses ad follows: (1) an
annual  bonus,  equal to 3% of the  Company's  annual  net,  pre-tax  profits as
reported  on the  Company's  Annual  Report  on Form  10-K for the  fiscal  year
preceding  the date of  determination.  The Bonus shall be initially  payable on
March 31, 2004 and on each anniversary  thereafter during the Term. (2) Personal
Performance Commission based on sales made as a direct result of Executive's own
efforts,  equal to 1% of Gross Sales,  payable on a, quarterly basis.  Executive
shall  continuo  to  receive  commissions  on sales  made as a direct  result of
Executive's  own efforts for a period of two (2) years  following her employment
separation  from  the  Company  regardless  of the  reason  for  the  employment
separation This clause shall be null and void should the executive be terminated
pursuant  to  Section  5.4  hereunder  (termination  for  cause).  (3)  Override
commission  of sales  personnel  reporting to  Executive  equal to 1/2% of Gross
Sales,  payable on a quarterly basis. Gross Sales is defined as Company's actual
cash receipts after all deductions for returns,  credits and other reductions in
the normal course of business.

4.5 BENEFITS. The Executive shall be entitled to four (4) weeks &id vacation and
Five (5)  personal  days and eleven (11)  holidays  There shall be  carryover of
unused  vacation and personal  days from year to year.  The  Executive  shall be
entitled to participate in all benefit plans maintained by Company, specifically
including but not limited b health insurance, life insurance,  travel insurance,
and group disability  insurance,  in accordance with the terms of' the plans. As
shall be determined by the Board of Directors the Executive shall be entitled to
personal leave.  Beginning  August 1, 2003, the Company will pay the Executive's
COBRA premiums for a period of

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eighteen (18) months or until the Company  provides the Executive  with a health
insurance  plan that is the same or better  in all terms and  conditions  as the
health insurance plan the Executive had received from her previous employer.

4.6 EXPENSES  DURING THE TERM. The Executive  shall be reimbursed by Company for
expenses  reasonably  and  necessarily  incurred by her in  connection  with her
duties on behalf of Company, subject to appropriate  documentation in accordance
with Company's expense reimbursement policy; provided that expenses in excess of
$1,000 shall require the Prior  approval of the Chief  Executive  Officer or the
Board of Directors.  Payment for expenses  shall be provided to Executive at the
end of each month for expenses  incurred the previous month. The Executive shall
be reimbursed for charges attributable to her mobile telephone, internet access,
fax lines,  home telephone,  gas, mileage at the standard rate of $.30 per mile;
tolls and business entertainment expenses. The travel and entertainment expenses
shall be subject  to a budget  that both the  Company  and the  Executive  shall
develop and agree to.

5.0 TERMINATION

5.l.  TERMINATION  UPON  DISABILITY  If Executive  becomes  totally or partially
physically  or  mentally  disabled,  such that she is unable  with or  without a
reasonable accommodation to perform her duties hereunder for a period of 60 days
in any 120  consecutive  calendar  day  period or for an  aggregate  of l20 days
within any 12  consecutive  month  period,  the Company  shall have the right to
terminate the Executive's  employment  hereunder by giving the Executive  thirty
(30) days(written notice to that effect. In the event of Executive's termination
pursuant  to  this  Section  5.1,  the  Company  shall  pay  Executive,  in full
satisfaction of all of its obligations hereunder,  all compensation and benefits
to which she is entitled through the date of termination,  but shall be entitled
to a credit against this  obligation in the amount of any  disability  insurance
benefits  received by Executive  during such period from a disability  insurance
policy paid for by the Company, or from the Social security disability program.

5.1.1  DETERMINATION  OF  DISABILITY  Any  question as to the  existence  of the
disability of the  Executive as to which the  Executive  and the Company  cannot
agree  shall be  determined  in writing  by a  qualified  independent  physician
mutually  acceptable to the Executive and the Company.  If the Executive and the
Company cannot agree as to a qualified independent physician, each shall appoint
such a Physician  and those two  physicians  shall select a third who shall make
such  determination in writing.  The determination of disability made in writing
to the Company and the Executive  shall be final and conclusive for all purposes
of the  Agreement.  Notwithstanding  the  forgoing,  the  receipt  of  long-term
disability  benefits by the Executive shall  constitute  conclusive proof of the
Executive's disability for purposes of this Agreement.

5.2.  TERMINATION  UPON DEATH If the  Executive  dies,  her  employment  and the
Company's  obligation to pay the Base Salary and Bonus,  if any, shall terminate
as of the date of Executive's death; provided,  however, that Executive's estate
shall be entitled to receive any unpaid  amounts of the Annual  Salary,  and any
Bonus earned up to the date on which  Executive's  death occurs,  which payments
shall be made at such times as they would have been paid to Executive.


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5.3 TERMINATION BY MUTUAL AGREEMENT  Executive 's employment under Agreement may
be terminated by the mutual agreement of the parties to this Agreement,  on such
terms as may be agreed.

5.4 TERMINATION BY THE COMPANY FOR CAUSE

5.4.1 The Company may terminate Executive's employment hereunder for Cause.

5.4.2 For purposes of this Section 5 "Cause"  shall mean:  (i)  commission  of a
willful act of dishonesty in the course of the Executive's duties hereunder (ii)
conviction by a court of competent jurisdiction of a crime constituting a felony
or  conviction  in  respect  of any act  involving  fraud,  dishonesty  or moral
turpitude, (iii) the Executive's continued, habitual intoxication or performance
under the influence of controlled  substances  during working  hours,  after the
Company  shall  have  provided  written  notice  to the  Executive  and gave the
Executive thirty (30) days within which to commence  rehabilitation with respect
thereto,  and the Executive  shall have failed to commence such  rehabilitation,
(iv) frequent or extended,  and unjustifiable  (not as a result of incapacity or
disability)  absenteeism,  (v) engaging in any act which has the  potential  for
material  injury  to  the  Company,   (vi)  the  Executive's   willful  personal
misconduct,  action or  inaction,  inability  or refusal  to perform  duties and
responsibilities  described in Section 1 above or to carry our directives of the
Board,  provided  however  that  as  President  of the  Company,  all  operating
decisions shall be made by the executive or (vii) material  non-compliance  with
the term of this Agreement.

5.4.3 In the event the Company terminates  Executive's  employment hereunder for
Cause, the Company shall pay her all  compensation,  prorated bonus, and benefit
due to her pursuant to this  Agreement  through the date of  termination in full
satisfaction of all of the Company's obligations to Executive.

5.5  TERMINATION  FOR OTHER  REASONS  The  Company  may in its sole  discretion,
terminate the Executive's  employment for any reason within the first 90 days of
the Effective Date of this Agreement.  In the event the Company terminates under
clause,  the Company  shall pay to Executive  the sum of three months  severance
payable in three equal  monthly  amounts and with no further  obligation  on the
part of the  Company  After 90 days of  employment,  in the  event  the  Company
terminates  the  Executive's  employment  for  reasons  other  than for Cause or
pursuant to the  provisions  outlined in sections  5.1, 5.2, or 5.3, the Company
shall continue to pay the Executive her Base Salary, benefits,  commissions, and
prorated  bonus,  for a period of six  months  fallowing  the date she  receives
notice  of such  termination.  After  180 days of  employment,  in the event the
Company  terminates the Executive's  employment for reasons other than for Cause
or pursuant to the provisions  outlined in section 5.1, 5.2, or 5.3, the Company
shall continue to pay to Executive her Base Salary,  benefits  commissions,  and
prorated bonus to the end of the term of the Agreement.

Executive may terminate her  employment for Good Reason upon: (A) the assignment
to  Executive  of any  duties  substantially  inconsistent  with her  status  as
President or any substantial  adverse  alteration in the nature or status of her
responsibilities;  (B) a material diminution by Company of Executive's aggregate
compensation  and benefits;  (C) the demand that  Executive  relocate from Essex
County, New Jersey; or (D) any

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material breach by Company of its commitments under this Agreement, in each case
which is not cured  within  thirty  (30) days  following  demand to the Board by
Executive in writing  detailing the factual basis upon which Executive  believes
Good Reason for termination exists. The continued  employment of Executive shall
constitute  consent to, or a waiver of rights with respect to, any circumstances
constituting  Good Reason  hereunder.  If Executive  should  terminate  for Good
Reason,  as  defined  herein,   Executive  shall  be  entitled  to  receive  all
compensation,  benefits,  bonuses and  Commissions to the end of the Term of the
Agreement,  to be  distributed  according to the pay schedules set forth in this
Agreement.

5.6  RELEASE.  Notwithstanding  any other  provision  of this  Agreement  to the
contrary,  the  Executive  acknowledge  and agrees that any and all  payments to
Which the  Executive  is entitled  under his Section  are  conditioned  upon and
subject to the  Executive 's execution  or general  waiver and release,  in such
reasonable form as shall be prepared by the Company, of all claims the Executive
may have against the Company.

6.0 PROTECTION OF CONFIDENTIAL INFORMATION.

6.1  DEFINITION  The Company and its  affiliates  has  acquired and will develop
certain  trade  secrets  and other  confidential  and  proprietary  information,
including  without  limitation  methods  of  operation,  financial  information,
strategic  planning,  operational  budgets and  strategic,  software  (including
specifications,   programs  and   documentation),   marketing   information  and
strategies,  merger and acquisition strategies payroll data, management systems,
client and vendor  lists and client  and vendor  information  (collectively  the
"Confidential Information"), to which the Executive will have access as a result
of  her  employment.  Confidential  Information  does  not  include  information
generally  known in me  industry  or which has become  pan of the public  domain
other than by reason ,of the Executive's breach of this Agreement.  Confidential
Information  does not include any and all  information  which the  Executive has
brought to the Company as a result of her years of  experience  in the  beverage
industry. Such information shall include, but not be limited to, the information
that  Executive  brings to the Company in terms of her  contacts in the industry
and her knowledge about pricing and vendors.

6.2 RETURN Upon  termination of her  employment  for any reason,  Executive will
immediately  deliver to Company all papers,  books,  manuals,  lists,  software,
computer discs and data,  correspondence and documents (in any medium whether in
writing, on magnetic tape or in electronic or other form) containing or relating
to the  Confidential  Information,  and she will  neither copy nor take any such
material with her upon leaving Company's employ.

6.3  NONDISCLOSURE  Executive  will not at any time  either  while  employed  by
Company or after the  termination  of her  employment  reveal  any  Confidential
Information  to any other person or business  entity,  except as required by her
duties for Company or by law.

6.4 REMEDIES Executive  acknowledges and agrees that (a) Company is engaged in a
highly competitive business,  (b) the Confidential  Information of Company would
be  valuable  to  Company's  competitors  by  virtue  of the fact that it is not
generally  known to the public or in the  Industry;  (c) the  provisions of this
Section are fair and reasonable to


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protect Company's business  interests and competitive  position and are of vital
concern to Company,  and, (d) breach of this  Section by  Executive  would cause
Company  irreparable  harm,  for which  monetary  damages  would not  adequately
compensate  Company,  Therefore,  the Executive agrees that the restrictions set
forth in this Section may be enforced by injunction,  without the requirement of
any bond,  in addition to whatever  other  rights or remedies  are  available to
Company.

8.0 NON-COMPETITION AND NON-SOLICITATION

8.1 NON-SOLICITATION;  NON-INTERFERENCE,  During the Term an for a period of one
year after the  termination of Executive's  employment  with Company,  Executive
will not  directly  or  indirectly,  on her own behalf or on behalf of any other
person or business entity, (i) induce, entice, solicit, hire or attempt to hire,
or assist in the  inducement,  enticement,  solicitation,  hiring,  or attempted
hiring of, any of Company's or its  affiliates'  employees to work for any other
person or business entity, in any other capacity or (ii) influence or attempt to
influence any person that is a contracting  party with Company or its affiliates
as of the  date  of  this  Agreement  or at any  time  during  the  Term of this
Agreement,  to  terminate  any  written or oral  agreement  with  Company or its
affiliates.

8.2  NON-COMPETITION  Executive  will not, at any time during the Term and for a
period of one year following termination of employment  hereunder,  compete with
Company  directly or indirectly  (whether as owner,  partner,  employer,  agent,
principal,  stockholder,  corporate officer, director,  consultant,  independent
contractor, Executive or otherwise in any capacity whatsoever. This clause shall
remain  in effect  if the  Company  is making  payment  to  Executive  under the
termination  clauses  hereunder or lf the  Executive is  terminated  pursuant to
Section 5.4 above. "Compete" means owning, managing, operating,  consulting for,
being  employed by, or otherwise  providing  services to, a business  that sells
products or services  that compete with any products or services sold by Company
or its affiliates and which is located within the United States.

8.3  INJUNCTIVE  RELIEF  Executive  acknowledges  and agrees that (a) Company is
engaged in a highly competitive business,  (b) Company's  relationships with its
customers am fundamental to Company's  business  success,  (c) the provisions of
this  Section  are  fair  and  reasonable  to  protect  Company's   Confidential
Information,  customer relationships,  customer  relationships,  except as those
pre-existing  relationships  of the Executive prior to her Employment,  business
interests and competitive position, business interests and competitive position,
and,  (d) breach of this Section by Executive  would cause  Company  irreparable
harm,  for which  monetary  damages  would not  adequately  compensate  Company.
Therefore  Executive  agrees that the restrictions set forth in this Section may
be enforced by injunction,  without the requirements of any bond, in addition to
whatever other rights or remedies are available to Company. In the event Company
brings an action  for a  temporary  or  permanent  injunction  to  enforce  this
Section,  the period of time during which such action is pending and Executive's
breach of this Section  continues,  but no injunction has been issued,  shall be
added to the period of the restriction sought to be enforced.

9.  Arbitration  Any  controversy  or claim  arising  out d or  relating to this
Agreement,  or the breach thereof,  with the exception (at Company's  option) of
sections  6.7 and 8, shall be settled  by binding  arbitration  in the county of
Dade, State of Florida, in accordance with the then-existing  Employment Dispute
Resolution Rules of the American Arbitration

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(c) This  Agreement is the joint  product of the Company and the  Executive  and
each provision hereof has been subject to the mutual  consultation,  negotiation
and agreement of the Company and the Executive and shall not be construed for or
against either party hereto.

(d) This  Agreement  shall be governed by and construed in  accordance  with the
laws of the State of Florida without  reference to its principles of conflict of
laws, or to the principles of conflict of laws of any other  jurisdiction  which
would cause the application of the law of any jurisdiction  other then the State
of Florida.

(e) This  Agreement  may be signed in  counterparts,  each of which  shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.

IN WITNESS  WHEREOF,  the parties have executed this Employment  Agreement as of
the date first above written.


COMPANY

BY: /s/ David Goldberg
    -----------------------------------

EXECUTIVE

BY: /s/ Donna Bimbo
    -----------------------------------


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