CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is to be effective as of the 20th day of
April, 2003, by and between ChampionLyte Holdings, Inc., ("Company"), and Chris
Knapp ("Consultant"), an individual doing business as, Chris Knapp.

For the purposes of this Agreement. either of the above shall be referred to as
a "Party" and collectively as the "Parties".

The Parties hereby agree as
follows:

APPOINTMENT OF Chris Knapp. Company hereby appoints Consultant and Consultant
hereby agrees to render services to Company as a Marketing and Sales
Representative.

SERVICES. During the term of this Agreement, Consultant shall
provide advice to undertake for and consult with the Company concerning
management of sales and marketing resources, consulting, strategic planning,
corporate organization and structure, financial matters In connection with the
operation of the businesses of the Company, expansion of services, acqulsitions
and business opportunitles, and shall review and advise the Company regarding
its and his overall progress, needs, and condition. Consultant agrees to provide
on a timely basis the following enumerated services plus any additional services
contemplated thereby:

The implementation of short-range and long-term strategic planning to fully
    develop and enhance the Company's assets, resources, products, and services;

The implementation of a marketing program to enable the Company to broaden the
markets for its Services and promote the image of the Company and its products
and services;

Advise the Company relative to the recruitment and employment of key executives
consistent with tho expansion of operations of the Company.

The identification, evaluation, structuring, negotiating. and closing of joint
ventures, strategic alliances, business acquisitlons, and advise with regard to
the ongolng managing and operating of such acquisitions upon consummation
thereof; and Advise and recommendations regarding corporate financing including
the structures, terms, and content of bank loans, institutional loans, prlvate
debt funding.

TERM. The term ("Term") of this Consulting Agreement shall be for a period of
three (3) months commencing on the date hereof.

COMPENSATION. See Exhibit "A".

CONFIDENTIALITY. Consultant will not disclose to any other person, firm or
corporation, nor use for its own benefit. during or after the Term of this
Consulting Agreement, any trade secrets or other information deslgnated as
confidential by Company which is acquired by Consultant in the course of
performing servlces hereunder. Any financial advice rendered by Consultant
pursuant to this Consulting Agreement may not be disclosed In any manner without
the prior written approval of Company.

INDEMNIFCATION, Company. its agents or assigns hereby agree to indemnify and
hold Consultant harmless from and against all losses, claims, damages,
liabilities. costs or expenses (including reasonable attorney's fees,
collectively the "Liabilities"), joint and several, arising from the performance
of this Consulting Agreement, whether or not Consultant is palty to such
dispute.

INDEPENDENT CONTRACTOR. Consultant and Company hereby
acknowledge that Consultant is an independent contractor. Consultant shall not
hold itself out as, nor shall it take any action from which others mlght infer
that it is an agent of or a joint venture of Company.

MISCELLANEOUS. This Consultlng Agreement sets forth the entire understanding of
the Parties relating to the subject matter hereof, and supersedes and cancels
any prior communicatlons, understandings and agreements between the Parties.
This Consulting Agreement is non- exclusive and cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed by
ail Parties.

NOTICES. Any notice required or permitted hereunder shall be given in
writing (unless otherwise specified herein) and shall be daemed effectively
given upon personal delivery or seven business days after deposit in the United
States Postal Service, by (a) advance copy by fax, (b) mailing by express
courier or registered or certlRed mail with postage and fees prepaid. addressed
to each of the other Parties thereunto entitled at the followlng addresses, or
at such other addresses as a Party may designate by ten days advance written
notice to each of the other Parties at the addresses above and to the attention
of the persons that hava signed below.

Please confirm that the foregoing sets forth our understanding by signing the
enclosed copy of this Consulting Agreement where provided and returning it to me
at your earliest convenience.

All Parties signing below do so with full authority:

Party Receiving Services: Party Providing Services:

ChamnpionLyte Holdings, Inc              Chris Knapp, an individual

/s/ Dave Goldberg                        /s/ Chris Knapp
--------------------------------         -----------------------------
By: Dave Goldberg, President             Chris Knapp, an individual

<PAGE>

                                 EXHIBIT " A "

Payment for Services:

A. For the servlces rendered and performed by Chris Knapp during the term of
this Agreement, Company shall, upon acceptance of this Agreement: Pay to Chris
Knapp five hundred thousand (500,000) free-trading shares of CPLY stock for
three (3) months of service.