Exhibit 10.18

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made effective as of JUNE 1, 2003 (the "Effective
Date") by and between CHAMPIONLYTE HOLDINGS, INC., a Florida Corporation
("Company" or "the company") and DAVE GOLDBERG ("Executive").

WITNESSETH:

WHEREAS, Company desires to employ the Executive upon and subject to the terms
and conditions set forth herein and the Executive desires lo 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 agrees to be employed by Company, as its President and
Chief Executive Officer. In such capacity, Executive shall perform such duties
and have such responsibilities as may be assigned by the Board from time to lime
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 Chairman 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.

     2. BEST EFFORTS The Executive shall s serve Company faithfully, devoting as
much of his lime as is needed and his 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 his best efforts to preserve and
maintain the business relationships between Company and its Executives, clients
and suppliers. During the Term of this Agreement, the Executive shall not engage
in any other business, profession or occupation for compensation or otherwise
which would conflict with the rendition of such services either directly or
indirectly, without the prior written consent of the Board.

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

     4.0 COMPENSATION

     4.1 BASE SALARY -The Company shall pay the Executive $3,500 per month in
     the Company's common stock for the first year and $4,000 per month in the
     Company's common stock in the second year. Should the agreement be renewed,
     the executive shall receive an increase of 10% per annum for each year that
     the agreement is


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     renewed. Company agrees t0 issue to Executive shares of its common stock
     that are fully paid and nonassessable and unrestricted. In the event the
     Company does not have unrestricted shares available to issue lo Executive
     it shall issue restricted shares and grant Executive a `piggyback'
     registration right with respect to the shares. In addition, for as long as
     Executive is a member of the board of directors of the Company he shall
     receive compensation equal to that given to all other members of the board
     of directors.

     4.2 WARRANT BONUS. In consideration of his entry into this Agreement,
     Executive shall be entitled to receive 100,000 warrants to purchase the
     Parent Company's common stock for a term of two years at a price equal to
     $.25 per 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 and each 90 day period through the term of this agreement at
     and exercise prim 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.


     4.4 BONUS. The Executive shall be entitled to a bonus as follows: 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 continue to receive commissions on sales made as a
     direct result of Executive's own efforts for a period of one (1) year
     following his 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).


     4.5 BENEFITS The Executive shall be entitled to four (4) weeks paid
     vacation and Five (5) personal days and eleven (11) holidays to be agreed
     upon by the executive and the Board of Directors in each twelvemonth period
     beginning with the Effective Date of this Agreement, in accordance with the
     Company's policies regarding accrual and use of vacation for the Company's
     similarly situated executives. There shall be no 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 to 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.

     4.6 EXPENSES DURING THE TERM. The Executive shall be reimbursed by Company
     for expenses reasonably and necessarily incurred by him 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 Board
     of Directors. Payment for expenses shall be provided to Executive at the
     end of each month for expenses mewed the previous month. The Executive
     shall be reimbursed for reasonable travel and business entertainment
     expenses.


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     5.0 TERMINATION

     5.1 TERMINATION UPON DISABILITY It Executive becomes totally or partially
     physically or mentally disabled, such that HE 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 120
     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 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 foregoing, 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, his 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.

     5.3 TERMINATION BY MUTUAL AGREEMENT Executive's employment under this
     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


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     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 out directives of the Board, inability or refusal to
     perform duties and responsibilities described in Section 1 above or to
     carry out directives of the Board or (vii) material non- compliance with
     the terms of this Agreement.

          5.4.3 In the event the Company terminates Executive's employment
     hereunder for Cause, the Company shall pay him all compensation, prorated
     bonus, and benefits due to him pursuant to this Agreement through the date
     of termination in full satisfaction d 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 this 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 to Executive his Base
     Salary, BENEFITS, COMMISSIONS, AND PRORATED BONUS, for a period of three
     months following the date he receives notice of such termination.

     5.6 Release. Notwithstanding any other provision of this Agreement to the
     contrary, the Executive acknowledges and agrees that any and all payments
     to which the Executive is entitled under this Section are conditioned upon
     and subject to the Executive's execution of a general waiver and release,
     in such reasonable form as shall be prepared by the Company, of a11 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 strategies, 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 the industry or which has become
     part 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
     hat years of experience iii 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.


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     6.2 RETURN Upon termination of his 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 he will neither
     copy nor take any such material with his upon leaving Company's employ.

     6.3 NONDISCLOSURE Executive will not at any time either while employed by
     Company or after the termination of his employment reveal any Confidential
     Information to any other person or business entity, except as required by
     his 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 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 and for a period of
     ONE year(s) after the termination of Executive's employment with Company,
     Executive will not directly or indirectly, on HIS 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 dale 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.

     9. ARBITRATION Any controversy or claim arising out of 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 Rule of the American Arbitration Association
     (AAA), and judgment upon the award rendered may be entered in any court
     having jurisdiction thereof. If the parties cannot agree upon an
     arbitrator(s), the arbitration shall be administered by the AAA. All
     applicable statutes bf limitation shall apply to any controversy or claim.
     The Company shall bear all costs incurred by the Executive pursuant to this
     Arbitration provision, such as attorney's fees, travel expenses, and the
     arbitrator's fees.

     10. ENTIRE AGREEMENT This Agreement (including any Schedules attached)
     supersedes any and all prior Agreements or understandings with respect to
     the employment of the Executive. Any modification, termination or waiver of
     any provision of this Agreement


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     shall be effective only if contained in a writing signed by the party to be
     charged, and no such waiver in one instance shall operate as a Waiver of
     ally other provision or of any subsequent breach of the provision waived.

     11. SEVERABILITY OF PROVISIONS The provisions of this Agreement are
     separate and severable, and if any of them is declared invalid and/or
     unenforceable by a court of competent jurisdiction or an arbitrator, the
     remaining Provisions shall not be affected.

     12. BLUE-PENCILLING If an arbitrator or a court of competent jurisdiction
     determines that any of the restrictions against disclosure of Confidential
     Information, Competition and/or solicitation contained in this Agreement
     are invalid in whole or in pail due to overbreadth, whether geographically,
     temporally, or otherwise, such arbitrator or cortt is specifically
     authorized and requested to reform such provision by modifying it to the
     smallest extent necessary to render it valid and enforceable, and to
     enforce the provision as modified.

     13. ASSIGNMENT This Agreement is a personal contract and may not be sold,
     transferred or assigned by the Executive, except with respect to
     Compensation to be received hereunder, which may be assigned by written
     notice to Company. It shall be assignable by Company to any party that
     acquires a substantial portion of the assets, stock or business of Company,
     provided that the assignee assumes this Agreement.

     14. Benefit The rights and covenants of this Agreement shall inure and
     extend to the parties hereto, their respective personal representatives,
     heirs, successors, corporate parents, subsidiaries, and affiliates, and
     permitted assigns.

     15. MISCELLANEOUS

          (a) The section and paragraph headings in this Agreement are included
          for convenience only.

          (b) By signing this Agreement, the Company warrants (1) that it is a
          corporation duly organized, validly existing and in good standing
          under the laws of all jurisdictions in which it is incorporated and/or
          licensed to conduct business; (2) that it has full authority to enter
          into and perform its obligations under this Agreement, and that the
          corporate officer signing on its behalf has authority 10 do so; and
          (3) that to the best of its knowledge there exists no actual or
          threatened proceeding or investigation of any kind against the Company
          or to which the Company might become a party which might affect the
          validity or enforceability of this Agreement.

          (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 than the Slate of FLORIDA


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          (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 dale first above written.

COMPANY
BY: /s/ Dave Goldberg
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Pres.
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Executive: