STOCK PURCHASE AGREEMENT

 This Stock Purchase agreement (the "Agreement"),  dated as of April 2003, among
ChampionLyte  Holdings,  Inc. (the  "Seller"),  and Advantage Fund I, LLC hereto
("Purchaser").

         WHEREAS,  subject  to the  terms  and  conditions  set  forth  in  this
Agreement in  accordance  with Section 4(2) of the  Securities  Act of 1933,  as
amended  (the  "Securities  Act"),  the Seller  desires to issue and sell to the
Purchaser  desires to  purchase  from the Seller  (i) up to $  1,000,000  of the
common stock (the "Common Stock") of ChampionLyte Holdings,  Inc. (the "Company"
a/k/a the "Seller" if and only if the Company is selling the Common Stock to the
Purchaser), as more fully described in this Agreement.

         NOW,  THEREFORE,  IN CONSIDERATION of the mutual covenants contained in
this Agreement,  and for other good and valuable  consideration  the receipt and
adequacy of which are hereby acknowledged, the Seller and the Purchaser agree as
follows:

                                    ARTICLE I
                                PURCHASE AND SALE

         1.1      The Closing

                  (a) The Closing. Subject to the terms and conditions set forth
in this  Agreement,  the Seller  shall issue and sell to the  Purchaser  and the
Purchaser  shall  purchase  from the Seller the  Common  Stock for an  aggregate
installment  payment purchase price of $ 1,000,000.  The closing of the purchase
and sale of the Common Stock (the "Closing")  shall take place at the offices of
Anslow  &  Jaclin,  LLP,  Attorneys  at Law  ("Anslow  &  Jaclin"),  immediately
following  the  execution  hereof or such later date as the parties shall agree.
The date of the Closing is hereinafter referred to as the "Closing Date."

                  (ii)     On the Closing  Date,  the parties  shall  deliver or
                           shall cause to be delivered  the  following:  (A) the
                           Seller shall  deliver to Anslow & Jaclin:  (1) Common
                           Stock in the aggregate principal equal to 100% of the
                           Purchased  Stock  (as  defined  hereafter)  plus  the
                           Security Deposit Stock, as defined  hereafter.  (2) a
                           Power of  Attorney,  in the form of Exhibit A, (3) an
                           executed  Registration  Rights  Agreement,  dated the
                           date hereof,  among the Seller and the Purchaser,  in
                           the  form  of  Exhibit  B (the  "Registration  Rights
                           Agreement"), and (4) Transfer Agent Instructions,  in
                           the form of Exhibit C, delivered to and  acknowledged
                           by the  transfer  agent  for the  Common  Stock  (the
                           "Transfer   Agent   Instructions"),   and  (B)   each
                           Purchaser  will deliver to Anslow & Jaclin:  (1) 100%
                           of the  installment of the purchase  price  indicated
                           below such  Purchaser's name on the signature page to
                           this   Agreement   in  United   States   dollars   in
                           immediately available funds by wire transfer or check
                           to Anslow & Jaclin,  who shall act as escrow agent in
                           this  transaction  in  addition  to  acting  as legal
                           counsel to Purchaser.

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                  (iii)    Anslow & Jaclin  shall act as  escrow  agent and upon
                           its  receipt  of the  Common  Stock  and  installment
                           purchase price and its  confirmation  of the validity
                           of receipt of the same, Anslow & Jaclin shall release
                           the installment  purchase price to the Seller and the
                           Common Stock that has been  prorata  purchased to the
                           Purchaser.  Any Common Stock which has not been fully
                           paid for by the Purchaser  based on the fact that the
                           total purchase  price is being paid in  installments,
                           shall be held in escrow by Anslow & Jaclin  and shall
                           only be released as is discussed hereafter.

                  (iv)     The purchase price for the Common Stock is calculated
                           based on the closing bid price of the Common Stock on
                           the date that  Anslow & Jaclin  received  said Common
                           Stock in  escrow  (the  "Closing  Date  Price").  The
                           Purchaser  intends on purchasing $ 1,000,000 worth of
                           Common Stock,  which shall be paid for in forty equal
                           installments  of twenty five  thousand  dollars  each
                           (the  "Installment").  The exact  number of shares of
                           Common Stock  purchased  shall be  calculated  on the
                           Closing Date (the "Purchased  Stock"). In addition to
                           the  Purchased  Stock,  the Seller  shall  deliver to
                           Anslow & Jaclin Common Stock in the amount of 200% of
                           the  number of shares  of the  Purchased  Stock to be
                           held in escrow by  Anslow &  Jaclin,  (the  "Security
                           Deposit Stock").

                  (v)      The Security  Deposit Stock shall be held by Anslow &
                           Jaclin in escrow until all of the Purchased Stock has
                           been sold by the Purchaser,  thereafter, the Security
                           Deposit  Stock  shall  only  be  transferred  to  the
                           Purchaser   to  the  extent  that  the  net  proceeds
                           received  by  the  Purchaser  for  the  sales  of the
                           Purchased  Stock  do  not  yield  the  "Return",   as
                           hereafter  defined.   All  shares  of  stock  of  the
                           Security   Deposit   Stock  which  remain  after  the
                           Purchaser  has  received the Return shall be returned
                           to the Seller or be  transferred  as  directed by the
                           Seller.  The  Purchaser  must  provide  to the Seller
                           written  proof  of  its  return  on  investment  with
                           regards to this  transaction in order to be permitted
                           to receive stock from the Security Deposit Stock.

                  (vi)     The  Return  shall  mean  thirty   percent  for  each
                           calendar  quarter in which  Purchaser owns any of the
                           Purchased  Stock.  There  is no  guarantee  that  the
                           Purchaser  will hold any stock for the long term.  If
                           the Return is achieved by the Purchaser after selling
                           the  Purchased  Stock  and  any  applicable  Security
                           Deposit  Stock or other stock  provided to  guarantee
                           the Return,  then the Purchaser  shall again purchase
                           an  additional  Installment  under the same terms and
                           conditions set forth in this agreement.

         1.2      Defined Terms.  The Purchased Stock and Security Deposit Stock
                  shall collectively be known as the "Shares" or "Securities".

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                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

         2.1  Representations  and  Warranties of the Seller.  The Seller hereby
makes the following representations and warranties to the Purchasers:

                  (a)   Organization  and   Qualification.   The  Seller  is  an
individual  or a corporation  duly  incorporated,  validly  existing and in good
standing  under  the laws of its  state  of  incorporation  with  the  requisite
corporate  power and authority to own and use its  properties  and assets and to
carry on its business as currently conducted. The Seller is duly qualified to do
business  and is in good  standing as a foreign  corporation  or other entity in
each  jurisdiction  in which the nature of the  business  conducted  or property
owned by it makes such qualification  necessary,  except where the failure to be
so qualified or in good standing, as the case may be, could not, individually or
in the aggregate, (x) adversely affect the legality,  validity or enforceability
of the Securities (as defined below) or any of this Agreement,  the Registration
Rights  Agreement,  the Transfer  Agent  Instructions,  or the Power of Attorney
(collectively,  the "Transaction  Documents"),  (y) have or result in a material
adverse effect on the results of  operations,  assets,  prospects,  or condition
(financial or otherwise)  of the public  company whose stock is being  purchased
under this Agreement,  or (z) adversely  impair the Seller's  ability to perform
fully on a timely basis its obligations  under any of the Transaction  Documents
(any of (x), (y) or (z), a "Material Adverse Effect").

                  (b) Authorization;  Enforcement.  The Seller has the requisite
power  and  authority  to  enter  into  and  to  consummate   the   transactions
contemplated by each of the Transaction Documents and otherwise to carry out its
obligations  thereunder.  The execution and delivery of each of the  Transaction
Documents  by  the  Seller  and  the  consummation  by  it of  the  transactions
contemplated  thereby have been duly  authorized by all necessary  action on the
part of the Company and no further  action is required by the  Company.  Each of
the  Transaction  Documents  has been duly  executed  by the  Seller  and,  when
delivered in accordance  with the terms hereof,  will  constitute  the valid and
binding  obligation of the Seller  enforceable  against the Seller in accordance
with its terms. Neither the Seller nor any related entity is in violation of any
of the  provisions of its respective  certificate or articles of  incorporation,
by-laws or other organizational or charter documents.

                  (c)  Capitalization.  The  number of  authorized,  issued  and
outstanding  capital stock of the Company is accurately  set forth in the public
filings of the Company, or, if it is not, then the Seller has attached hereto as
Exhibit D the  accurate  information.  Except as  disclosed  in  Exhibit  D, the
Company owns all of the capital  stock of each  Subsidiary.  No shares of Common
Stock are entitled to  preemptive  or similar  rights,  nor is any holder of the
securities  of the Company or any  Subsidiary  entitled to preemptive or similar
rights  arising out of any  agreement or  understanding  with the  Company,  the
Seller or any Subsidiary by virtue of any of the Transaction  Documents.  Except
as disclosed in Exhibit D, there are no outstanding  options,  warrants,  script
rights  to  subscribe  to,  calls or  commitments  of any  character  whatsoever
relating  to,  or  securities,   rights  or  obligations   convertible  into  or
exchangeable  for, or giving any Person any right to  subscribe  for or acquire,
any  shares of Common  Stock,  or  contracts,  commitments,  understandings,  or
arrangements by which the Company, the Seller or any Subsidiary is or may become
bound to issue  additional  shares  of Common  Stock,  or  securities  or rights
convertible or exchangeable into shares of Common Stock. This Agreement will not
obligate  the  Seller or the  Company to issue  shares of Common  Stock or other
securities  to any

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Person other than the Purchasers and will not result in a right of any holder of
Company  securities  to adjust the exercise or  conversion  or reset price under
such securities.

                  (d)  Issuance  of this  Agreement.  The Seller  will have (and
will, at all times while this  Agreement is  outstanding,  maintain) an adequate
reserve of duly authorized shares of Common Stock,  reserved for issuance to the
Purchaser,  to  enable  it  to  perform  its  conversion,   exercise  and  other
obligations  under this Agreement.  Such number of reserved and available shares
of Common  Stock  shall not be less than the sum of 250% of the number of shares
of the Purchased Stock.

                  (e) No Conflicts.  The execution,  delivery and performance of
the  Transaction  Documents by the Seller and the  consummation by the Seller of
the transactions  contemplated  thereby do not and will not (i) conflict with or
violate any provision of the Seller or Company's or any Subsidiary's certificate
or articles of incorporation, bylaws or other charter documents (each as amended
through the date hereof),  or (ii) subject to obtaining  the Required  Approvals
(as defined  below),  conflict  with, or constitute a default (or an event which
with notice or lapse of time or both would become a default)  under,  or give to
others any rights of termination,  amendment, acceleration or cancellation (with
or without notice,  lapse of time or both) of, any agreement,  credit  facility,
debt or other instrument  (evidencing a Company or Subsidiary debt or otherwise)
or other  understanding  to which the Company or any Subsidiary is a party or by
which  any  property  or  asset of the  Company  or any  Subsidiary  is bound or
affected,  or (iii) result in a violation of any law, rule,  regulation,  order,
judgment,  injunction,  decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and
state securities laws and regulations), or by which any property or asset of the
Company  or a  Subsidiary  is bound or  affected;  except in the case of each of
clauses (ii) and (iii), as could not, individually or in the aggregate,  have or
result in a Material  Adverse  Effect.  The business of the Company is not being
conducted in violation of any law,  ordinance or regulation of any  governmental
authority,  except for violations which, individually or in the aggregate, could
not have or result in a Material Adverse Effect.

                  (f)  Filings,  Consents  and  Approvals.  Neither  the Seller,
Company  nor  any  Subsidiary  is  required  to  obtain  any  consent,   waiver,
authorization  or  order  of,  give  any  notice  to,  or  make  any  filing  or
registration   with,  any  court  or  other  federal,   state,  local  or  other
governmental  authority  or other  Person  in  connection  with  the  execution,
delivery  and  performance  by the  Seller  or the  Company  of the  Transaction
Documents,  other than (i) the filings  required  pursuant to Section 3.10, (ii)
the filing with the Securities and Exchange  Commission (the  "Commission") of a
registration  statement  meeting the  requirements set forth in the Registration
Rights  Agreement and covering the resale of the Shares,  (iii)  applicable Blue
Sky  filings,  and (iv) in all other  cases  where the  failure  to obtain  such
consent,  waiver,  authorization  or order,  or to give such notice or make such
filing  or  registration  could not have or result  in,  individually  or in the
aggregate,  a Material  Adverse Effect (the items described in clauses  (i)-(iv)
are collectively, the "Required Approvals").

                  (g)  Litigation;   Proceedings.  There  is  no  action,  suit,
inquiry,  notice of violation,  proceeding or  investigation  pending or, to the
knowledge  of the  Seller,  threatened  against or  affecting  the Seller or the
Company or any of its Subsidiaries or any of their respective  properties before
or by any court, arbitrator, governmental or administrative agency or regulatory
authority (federal, state, county, local or foreign) (collectively, an "Action")
which  (i)   adversely   affects  or  challenges   the  legality,   validity  or
enforceability  of any of the  Transaction  Documents or the  Securities or (ii)
could, if there were an unfavorable decision,  individually or in the aggregate,
have or result in a Material

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Adverse Effect. Neither the Seller, Company nor any Subsidiary, nor any director
or officer  thereof,  is or has been the subject of any Action involving a claim
of violation of or liability  under federal or state  securities laws or a claim
of breach of fiduciary  duty. The Seller or Company does not have pending before
the Commission  any request for  confidential  treatment of information  and the
Seller and Company has no knowledge  of any expected  such request that would be
made prior to the  Effectiveness  Date (as  defined in the  Registration  Rights
Agreement).  There has not been,  and to the best of the  Seller  and  Company's
knowledge  there  is not  pending  or  contemplated,  any  investigation  by the
Commission involving the Seller or the Company or any current or former director
or officer of the Company.

                  (h) No Default or Violation.  Neither the Seller,  Company nor
any  Subsidiary  (i) is in default  under or in  violation  of (and no event has
occurred which has not been waived which,  with notice or lapse of time or both,
would result in a default by the Seller,  Company or any Subsidiary  under), nor
has the Seller,  Company or any Subsidiary received notice of a claim that it is
in default  under or that it is in violation of, any  indenture,  loan or credit
agreement  or any other  agreement  or  instrument  to which it is a party or by
which it or any of its properties is bound, (ii) is in violation of any judgment
or order of any court, arbitrator or governmental body, or (iii) is in violation
of any statute, rule or regulation of any governmental  authority,  in each case
of clauses (i), (ii) or (iii) above,  except as could not individually or in the
aggregate, have or result in a Material Adverse Effect.

                  (i)   Private   Offering.   Assuming   the   accuracy  of  the
representations   and   warranties  of  the  Purchaser  set  forth  in  Sections
2.2(b)-(g),  the offer,  issuance and sale of the Securities to the Purchaser as
contemplated  hereby  are  exempt  from  the  registration  requirements  of the
Securities Act. Neither the Seller,  Company nor any Person acting on its behalf
has  taken or is  contemplating  taking  any  action  which  could  subject  the
offering, issuance or sale of the Securities to the registration requirements of
the Securities Act including  soliciting any offer to buy or sell the Securities
by means of any form of general solicitation or advertising.

                  (j) SEC Documents; Financial Statements. The Company has filed
all reports  required  to be filed by it under the  Securities  Exchange  Act of
1934,  as amended (the  "Exchange  Act"),  including,  without  limitation,  all
filings required pursuant to Sections 13(a) and 15(d) thereof, for the two years
preceding the date hereof (or such shorter period as the Company was required by
law to file such material) (the foregoing materials being collectively  referred
to  herein as the "SEC  Documents"  and,  together  with the  Schedules  to this
Agreement, the "Disclosure Materials") on a timely basis or has received a valid
extension of such time of filing and has filed any such SEC  Documents  prior to
the expiration of any such  extension.  As of their  respective  dates,  the SEC
Documents  complied  in all  material  respects  with  the  requirements  of the
Securities  Act  and the  Exchange  Act and the  rules  and  regulations  of the
Commission promulgated  thereunder,  and none of the SEC Documents,  when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  All material agreements to which the Company is a party or to which
the property or assets of the Company are subject have been filed as exhibits to
the SEC Documents as required  under the Exchange Act. The financial  statements
of the Company  included in the SEC  Documents  comply in all material  respects
with  applicable  accounting  requirements  and the rules and regulations of the
Commission  with  respect  thereto  as in  effect  at the time of  filing.  Such
financial  statements have been prepared in accordance  with generally  accepted
accounting  principles applied on a consistent basis during the periods involved

<PAGE>

("GAAP"),  except as may be otherwise specified in such financial  statements or
the notes  thereto,  and fairly  present in all material  respects the financial
position  of the  Company and its  consolidated  subsidiaries  as of and for the
dates thereof and the results of operations  and cash flows for the periods then
ended,  subject,  in the case of unaudited  statements,  to normal,  immaterial,
year-end  audit  adjustments.  Since  the  date of  this  Agreement,  except  as
specifically  disclosed  in the SEC  Documents,  (a)  there  has been no  event,
occurrence or  development  that has or that could result in a Material  Adverse
Effect,  (b) the  Company  has  not  incurred  any  liabilities  (contingent  or
otherwise)  other  than (x)  liabilities  incurred  in the  ordinary  course  of
business  consistent  with past practice and (y)  liabilities not required to be
reflected in the Company's financial  statements pursuant to GAAP or required to
be  disclosed  in filings  made with the  Commission,  (c) the  Company  has not
altered its method of  accounting  or the  identity of its  auditors and (d) the
Company has not  declared or made any payment or  distribution  of cash or other
property to its  stockholders or officers or directors (other than in compliance
with existing  Company stock option plans) with respect to its capital stock, or
purchased, redeemed (or made any agreements to purchase or redeem) any shares of
its capital stock.

                  (k)  Investment  Company.  The  Company is not,  and is not an
Affiliate (as defined in Rule 405 under the  Securities  Act) of, an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

                  (l) Certain  Fees. No fees or  commissions  will be payable by
the Company to any broker,  financial advisor or consultant,  finder,  placement
agent,  investment banker, bank or other Person with respect to the transactions
contemplated  by this  Agreement.  The  preceding  sentence does not include the
Purchaser's   attorneys   fees  and  costs,   which  shall  be  payable  by  the
Seller/Company. The Purchasers shall have no obligation with respect to any fees
or with respect to any claims made by or on behalf of other  Persons for fees of
a type  contemplated  in this  Section  that may be due in  connection  with the
transactions  contemplated  by this  Agreement.  The Company shall indemnify and
hold harmless the Purchasers, their employees,  officers, directors, agents, and
partners, and their respective Affiliates,  from and against all claims, losses,
damages,  costs  (including  the costs of preparation  and attorney's  fees) and
expenses  suffered in respect of any such claimed or existing fees, as such fees
and expenses are incurred.

                  (m) Solicitation Materials. Neither the Company nor any Person
acting  on the  Company's  behalf  has  solicited  any  offer to buy or sell the
Securities by means of any form of general solicitation or advertising.

                  (n)   Exclusivity.   The  Seller  shall  not  issue  and  sell
securities to any Person other than the  Purchasers  without the specific  prior
written consent of the Purchasers.

                  (o) Seniority. No indebtedness of the Company is senior to the
Securities  in right of  payment,  whether  with  respect  to  interest  or upon
liquidation or dissolution,  or otherwise except as previously  disclosed to the
Purchasers.

                  (p) Listing and Maintenance Requirements. The Company has not,
in the two years  preceding the date hereof,  received  notice (written or oral)
from the OTC Bulletin  Board  ("OTC") or any stock  exchange,  market or trading
facility  on which the  Common  Stock is or has been  listed (or on which it has
been  quoted)  to the effect  that the  Company  is not in  compliance  with the
listing  or  maintenance  requirements  of  such  exchange,  market  or  trading
facility.  The Company is,

<PAGE>

and has no reason to believe that it will not in the foreseeable future continue
to be, in compliance with all such listing and maintenance requirements.

                  (q) Patents and Trademarks.  The Company and its  Subsidiaries
have,  or have rights to use,  all  patents,  patent  applications,  trademarks,
trademark  applications,  service marks, trade names,  copyrights,  licenses and
rights  which  are  necessary  or  material  for use in  connection  with  their
respective businesses as described in the SEC Documents and which the failure to
so have would have a Material Adverse Effect  (collectively,  the  "Intellectual
Property Rights"). Neither the Company nor any Subsidiary has received a written
notice  that  the  Intellectual  Property  Rights  used  by the  Company  or its
Subsidiaries  violates or infringes  upon the rights of any Person.  To the best
knowledge of the Company, all such Intellectual  Property Rights are enforceable
and  there  is no  existing  infringement  by  another  Person  of  any  of  the
Intellectual Property Rights.

                  (r) Registration  Rights;  Rights of Participation.  Except as
disclosed in Section 6(c) of the Registration Rights Agreement,  the Company has
not granted or agreed to grant to any Person any rights (including  "piggy-back"
registration  rights) to have any securities of the Company  registered with the
Commission or any other  governmental  authority  which has not been  satisfied.
Except as set forth on Schedule 6(b) to the Registration  Rights  Agreement,  no
Person has any right of first refusal, preemptive right, right of participation,
or any similar right to  participate  in the  transactions  contemplated  by the
Transaction Documents.

                  (s)  Regulatory  Permits.  The  Company  and its  Subsidiaries
possess all certificates,  authorizations  and permits issued by the appropriate
federal,  state or foreign  regulatory  authorities  necessary to conduct  their
respective  businesses  as  described  in the SEC  Documents,  except  where the
failure to possess such permits  could not,  individually  or in the  aggregate,
have or result in a Material Adverse Effect  ("Material  Permits"),  and neither
the Company  nor any such  Subsidiary  has  received  any notice of  proceedings
relating to the revocation or modification of any Material Permit.

                  (t) Title.  The  Company  and the  Subsidiaries  have good and
marketable  title in fee  simple  to all real  property  owned by them  which is
material  to the  business  of the  Company  and its  Subsidiaries  and good and
marketable title in all personal property owned by them which is material to the
business of the Company and its Subsidiaries, in each case free and clear of all
Liens,  except for Liens as do not materially  affect the value of such property
and do not interfere  with the use made and proposed to be made of such property
by the Company and its Subsidiaries. Any real property and facilities held under
lease  by the  Company  and its  Subsidiaries  are  held by  them  under  valid,
subsisting and enforceable  leases of which the Company and its Subsidiaries are
in compliance  and do not interfere with the use made and proposed to be made of
such property and buildings by the Company and its Subsidiaries.

                  (v) Labor  Relations.  No material labor problem exists or, to
the  knowledge of the Company,  is imminent with respect to any of the employees
of the Company.

                  (w)  Disclosure.  The Seller  confirms that neither it nor any
other  Person  acting on its behalf has provided  any of the  Purchasers  or its
agents or counsel with any  information  that  constitutes  or might  constitute
material  non-public  information.  The Seller understands and confirms that the
Purchasers  shall be  relying  on the  foregoing  representations  in  effecting
transactions  in  securities  of the  Company.  All  disclosure  provided to the
Purchasers regarding the Company, its business

<PAGE>

and the  transactions  contemplated  hereby,  including  the  Schedules  to this
Agreement,  furnished  by or on behalf of the Seller are true and correct and do
not  contain  any  untrue  statement  of a  material  fact or omit to state  any
material fact necessary in order to make the statements  made therein,  in light
of the circumstances under which they were made, not misleading.

                  (x) Solvency.  Based on the financial condition of the Company
as of the Closing  Date,  (i) the Company's  fair  saleable  value of its assets
exceeds  the  amount  that will be  required  to be paid on or in respect of the
Company's  existing  debts and other  liabilities  (including  known  contingent
liabilities)  as they  mature;  (ii)  the  Company's  assets  do not  constitute
unreasonably  small capital to carry on its business for the current fiscal year
as now  conducted  and as proposed to be conducted  including  its capital needs
taking  into  account  the  particular  capital  requirements  of  the  business
conducted  by  the  Company,   and  project  capital  requirements  and  capital
availability  thereof; and (iii) the current cash flow of the Company,  together
with the proceeds the Company  would  receive,  were it to liquidate  all of its
assets,  after taking into account all  anticipated  uses of the cash,  would be
sufficient to pay all amounts on or in respect of its debt when such amounts are
required  to be paid.  The  Company  does not intend to incur  debts  beyond its
ability to pay such debts as they  mature  (taking  into  account the timing and
amounts of cash to be payable on or in respect of its debt).

         2.2  Representations  and Warranties of the Purchasers.  Each Purchaser
hereby for itself and for no other  Purchaser  represents  and  warrants  to the
Seller as follows:

                  (a) Organization;  Authority. Such Purchaser is an entity duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of its  organization  with the requisite  corporate or partnership
power  and  authority  to  enter  into  and  to  consummate   the   transactions
contemplated  by the  Transaction  Documents  and  otherwise  to  carry  out its
obligations  thereunder.  The  purchase  by  such  Purchaser  of the  Securities
hereunder has been duly  authorized by all necessary  action on the part of such
Purchaser. Each of this Agreement and the Registration Rights Agreement has been
duly  executed  by such  Purchaser,  and when  delivered  by such  Purchaser  in
accordance with the terms hereof,  will constitute the valid and legally binding
obligation of such  Purchaser,  enforceable  against it in  accordance  with its
terms.

                  (b) Intent.  Such  Purchaser is acquiring  the  Securities  as
principal  for  its  own  account  and  not  with a view  to act as a  statutory
underwriter,  without prejudice,  however, to such Purchaser's right, to sell or
otherwise  dispose  of all or any  part of such  Securities.  Nothing  contained
herein shall be deemed a  representation  or warranty by such  Purchaser to hold
the  Securities  for any  period  of  time.  Such  Purchaser  is  acquiring  the
Securities hereunder in the ordinary course of its business. Such Purchaser does
not have any agreement or understanding, directly or indirectly, with any Person
to distribute the Securities.

                  (c) Purchaser  Status.  At the time such Purchaser was offered
the Securities, it was, and at the date hereof it is an "accredited investor" as
defined in Rule 501(a) under the Securities Act.

                  (d) Experience of such Purchaser. Such Purchaser, either alone
or together with its  representatives,  has such knowledge,  sophistication  and
experience in business and  financial  matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Securities, and has so
evaluated the merits and risks of such investment.

<PAGE>

                  (e) Ability of such Purchaser to Bear Risk of Investment. Such
Purchaser is able to bear the economic risk of an  investment in the  Securities
and, at the present time, is able to afford a complete loss of such investment.

                  (f) Access to Information. Such Purchaser acknowledges that it
has reviewed the Disclosure  Materials and has been afforded (i) the opportunity
to ask such  questions  as it has deemed  necessary  of, and to receive  answers
from,  representatives of the Company concerning the terms and conditions of the
offering  of the  Securities  and the  merits  and  risks  of  investing  in the
Securities;  (ii) access to  information  about the  Company  and the  Company's
financial condition, results of operations, business, properties, management and
prospects  sufficient  to enable it to evaluate  its  investment;  and (iii) the
opportunity to obtain such additional information which the Company possesses or
can acquire without  unreasonable effort or expense that is necessary to make an
informed  investment  decision with respect to the  investment and to verify the
accuracy  and  completeness  of the  information  contained  in  the  Disclosure
Materials. Neither such inquiries nor any other investigation conducted by or on
behalf of such Purchaser or its  representatives or counsel shall modify,  amend
or affect such Purchaser's right to rely on the truth, accuracy and completeness
of the  Disclosure  Materials and the Company's  representations  and warranties
contained in the Transaction Documents.

                  (g) General Solicitation. Such Purchaser is not purchasing the
Securities as a result of or subsequent to any advertisement, article, notice or
other  communication  regarding  the  Securities  published  in  any  newspaper,
magazine or similar media or broadcast over  television or radio or presented at
any seminar or any other general solicitation or general advertisement.

                  (h) Reliance. Such Purchaser understands and acknowledges that
(i) the Securities are being offered and sold to it without  registration  under
the Securities Act in a private  placement that is exempt from the  registration
provisions of the Securities Act and (ii) the  availability  of such  exemption,
depends in part on, and the Company will rely upon the accuracy and truthfulness
of, the foregoing  representations  and such Purchaser  hereby  consents to such
reliance.

                  The Company acknowledges and agrees that no Purchaser makes or
has made any  representations  or  warranties  with respect to the  transactions
contemplated hereby other than those specifically set forth in this Section 2.2.

                                   ARTICLE III
                         OTHER AGREEMENTS OF THE PARTIES

         3.1 Transfer  Restrictions.  (a) Securities which have been transferred
pursuant to this  Agreement and which  contain a restrictive  legend may only be
disposed of pursuant to an effective registration statement under the Securities
Act,  to  the  Company  or  pursuant  to an  available  exemption  from  or in a
transaction not subject to the registration  requirements of the Securities Act,
and in compliance  with any  applicable  federal and state  securities  laws. In
connection  with any transfer of Securities  other than pursuant to an effective
registration statement or to the Company,  except as otherwise set forth herein,
the  Company may  require  the  transferor  thereof to provide to the Company an
opinion of counsel  selected by the transferor,  the form and substance of which
opinion shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of

<PAGE>

such  transferred  securities  under the  Securities  Act.  Notwithstanding  the
foregoing,  the Company,  without  requiring a legal opinion as described in the
immediately preceding sentence, hereby consents to and agrees to register on the
books of the  Company  and with any  transfer  agent for the  securities  of the
Company  any  transfer of  Securities  by a Purchaser  to an  Affiliate  of such
Purchaser or to one or more funds or managed  accounts  under common  management
with such  Purchaser,  and any transfer among any such Affiliates or one or more
funds or managed accounts, provided that the transferee certifies to the Company
that it is an  "accredited  investor"  as  defined  in  Rule  501(a)  under  the
Securities  Act and that it is acquiring the  Securities  solely for  investment
purposes (subject to the qualifications hereof). Any such transferee shall agree
in writing to be bound by the terms of this  Agreement and shall have the rights
of a Purchaser under this Agreement and the Registration Rights Agreement.

                  (b) The  Purchasers  agree to the  imprinting  on any non-free
trading  stock that has been  purchased,  so long as is required by this Section
3.1(b), of the following legend on the Securities:

                  NEITHER THESE  SECURITIES NOR THE SECURITIES  INTO WHICH THESE
         SECURITIES ARE  [CONVERTIBLE]  [EXERCISABLE]  HAVE BEEN REGISTERED WITH
         THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES  COMMISSION OF
         ANY STATE IN RELIANCE  UPON AN EXEMPTION  FROM  REGISTRATION  UNDER THE
         SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  AND,
         ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
         REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR  PURSUANT  TO AN
         AVAILABLE  EXEMPTION  FROM,  OR IN A  TRANSACTION  NOT  SUBJECT TO, THE
         REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
         APPLICABLE  STATE  SECURITIES  LAWS, AS EVIDENCED BY A LEGAL OPINION OF
         COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,  THE SUBSTANCE OF WHICH SHALL
         BE REASONABLY ACCEPTABLE TO THE COMPANY.

                  The Shares  shall not  contain  the legend set forth above nor
any other  legend if the  issuance of the Shares  occurs at any time while,  the
Shares received are free trading, a Shares  Registration  Statement is effective
under the  Securities  Act or the holder of any such security is relying on Rule
144  promulgated  under the Securities  Act ("Rule 144") in connection  with the
resale  of  such  Shares  or in the  event  there  is not  an  effective  Shares
Registration  Statement at such time and Rule 144 is not then  available  if, in
the  opinion  of counsel  to the  Company,  such  legend is not  required  under
applicable    requirements   of   the   Securities   Act   (including   judicial
interpretations and pronouncements  issued by the staff of the Commission).  The
Company shall permit  Purchasers  Counsel to issue the legal opinion included in
the Transfer Agent  Instructions to the Company's transfer agent on the day that
the Shares  Registration  Statement is declared effective by the Commission (the
"Effective  Date").  The Company  agrees that in the event any Shares are issued
with a legend in accordance with this Section 3.1(b),  it will, within three (3)
Trading Days after request therefor by a Purchaser,  provide such Purchaser with
a certificate or certificates representing such Shares, free from such legend at
such time as such legend would not have been required  under this Section 3.1(b)
had such issuance occurred on the date of such request. The Company may not make
any notation on its records or give  instructions  to any transfer  agent of the
Company which enlarge the restrictions of transfer set forth in this Section.

<PAGE>

         3.2  Acknowledgment  of  Dilution.  The  Seller  acknowledges  that the
issuance of the Shares,  will  result in dilution of the  outstanding  shares of
Common Stock, which dilution may be substantial under certain market conditions.
The  Seller  further  acknowledges  that  its  obligation  to  issue  Shares  in
accordance with this Agreement,  is unconditional  and absolute,  subject to the
limitations set forth herein, regardless of the effect of any such dilution.

         3.3  Furnishing  of   Information.   As  long  as  the  Purchasers  own
Securities,  the Seller  agrees to help the  Company  to timely  file (or obtain
extensions in respect  thereof and file within the applicable  grace period) all
reports  required to be filed by the Company  after the date hereof  pursuant to
Section  13(a)  or  15(d)  of the  Exchange  Act,  to the  extent  the  Seller's
assistance is needed.  As long as the Purchasers own Securities,  if the Company
is not required to file reports  pursuant to such sections,  it will prepare and
furnish to the  Purchasers and make publicly  available in accordance  with Rule
144(c)  promulgated under the Securities Act such information as is required for
the  Purchasers  to sell the  Securities  under Rule 144  promulgated  under the
Securities  Act.  The Seller  further  covenants  that it will take such further
action as any holder of Securities  may  reasonably  request,  all to the extent
required  from time to time to enable  such  Person  to sell  Underlying  Shares
without  registration  under the  Securities  Act within the  limitation  of the
exemptions  provided by Rule 144 promulgated under the Securities Act, including
causing its attorneys to render and deliver any legal opinion  required in order
to permit a Purchaser to receive Shares free of all  restrictive  legends and to
subsequently sell Shares under Rule 144 upon receipt of a notice of an intention
to sell or other form of notice having a similar effect. Upon the request of any
such Person, the Company shall deliver to such Person a written certification of
a duly authorized officer as to whether it has complied with such requirements.

         3.4  Integration.  The Seller shall not, and shall use its best efforts
to ensure  that,  no  Affiliate of the Company  shall,  sell,  offer for sale or
solicit  offers to buy or  otherwise  negotiate  in respect of any  security (as
defined in Section 2 of the  Securities  Act) that would be integrated  with the
offer or sale of the Securities in a manner that would require the  registration
under the Securities Act of the sale of the Securities to the Purchasers.

         3.5 Increase in Authorized  Shares. If on any date the Seller would be,
precluded  from issuing  Shares as would then be issuable  upon a conversion  to
permit the Purchaser to receive the Return (the "Current Required Minimum"),  in
either case, due to the  unavailability of a sufficient number of authorized but
unissued or reserved  shares of Common  Stock,  then the Seller  shall cause the
Board  of  Directors  of  the  Company  to  promptly  prepare  and  mail  to the
stockholders of the Company proxy materials  requesting  authorization  to amend
the Company's certificate or articles of incorporation to increase the number of
shares of Common Stock which the Company is authorized to issue to at least such
number of shares as reasonably  requested by the  Purchasers in order to provide
for such number of authorized and unissued  shares of Common Stock to enable the
Seller to comply with this Agreement. In connection therewith,  the Seller shall
make sure  that the  Board of  Directors  shall  (a)  adopt  proper  resolutions
authorizing  such increase,  (b) recommend to and otherwise use its best efforts
to promptly and duly obtain  stockholder  approval to carry out such resolutions
(and hold a special  meeting of the  stockholders  no later than the  earlier to
occur of the sixtieth (60th) day after delivery of the proxy materials  relating
to such  meeting  and the  ninetieth  (90th)  day after  request  by a holder of
Securities  to issue the number of Shares in  accordance  with the terms hereof)
and  (c)  within  five  (5)  Business   Days  of  obtaining   such   stockholder
authorization,  file an  appropriate  amendment to the Company's  certificate or
articles of incorporation to evidence such increase.

<PAGE>

         3.6 Reservation and Listing of Underlying  Shares. (a) The Seller shall
make sure that the  Company  shall (i) in the time and  manner  required  by any
national securities exchange, market, trading or quotation facility on which the
Common  Stock is then  traded,  prepare and file with such  national  securities
exchange,  market,  trading or  quotation  facility on which the Common Stock is
then traded an additional shares listing application covering a number of shares
of Common Stock which is not less than the Shares, (ii) take all steps necessary
to cause such  shares of Common  Stock to be  approved  for  listing on any such
national securities  exchange,  market or trading or quotation facility on which
the  Common  Stock is then  listed  as soon as  possible  thereafter,  and (iii)
provide to the  Purchasers  evidence  of such  listing,  and the  Company  shall
maintain the listing of its Common  Stock  thereon.  The Company  shall take the
necessary  actions to immediately list a number of Shares as equals no less than
the then Current Required Minimum.

                  (b) The Seller shall make sure that the Company shall maintain
a reserve of shares of Common Stock for  issuance,  respectively  in  accordance
with  this  Agreement,  in  such  amount  as  may be  required  to  fulfill  its
obligations in full under the Transaction  Documents,  which reserve shall equal
no less than the then Current Required Minimum.

         3.7 Conversion and Exercise Procedures.  The Transaction Documents sets
forth the totality of the procedures with respect to this  Agreement,  including
the form of legal opinion, if necessary, that shall be rendered to the Company's
transfer agent and such other  information and instructions as may be reasonably
necessary to enable the Purchasers to receive the Return.

         3.8  Conversion  and Exercise  Obligations  of the Company.  The Seller
shall  make sure that the  Company  shall  honor  and  shall  deliver  Shares in
accordance with the respective  terms,  conditions and time periods set forth in
the Transaction Documents.

         3.9 Subsequent Financing; Limitation on Registrations.(a) From the date
of this Agreement through the 360th day following the Closing Date and the 180th
day following the  Effective  Date,  the Seller shall make sure that the Company
will not  offer,  sell,  grant any  option to  purchase  or any right to reprice
securities,  or otherwise dispose of (or announce any offer,  sale, grant or any
option to purchase or other  disposition)  any Common  Stock or equity or equity
equivalent  securities  (including the issuance of any debt or other  instrument
that is at any time over the life thereof  convertible  into or exchangeable for
Common Stock), and the Company will cause its Subsidiaries not to offer, sell or
issue during such period any of such  Subsidiary's  securities which provide the
holder  thereof the right to receive  any Common  Stock  (collectively,  "Common
Stock Equivalents") except as agreed to by the Purchaser.

                  (b) From the date of this  Agreement  through  the  360th  day
following the Effective  Date,  the Seller shall make sure that the Company will
not  offer,  sell,  grant  any  option  to  purchase  or any  right  to  reprice
securities,  or otherwise dispose of (or announce any offer,  sale, grant or any
option to  purchase  or other  disposition)  any  Common  Stock or Common  Stock
Equivalents  (collectively,  a "Subsequent  Placement"),  unless (A) the Company
delivers to each Purchaser a written notice (the "Subsequent  Placement Notice")
of its intention to effect such Subsequent Placement, which Subsequent Placement
Notice shall describe in reasonable detail the proposed terms of such Subsequent
Placement,  the amount of proceeds intended to be raised thereunder,  the Person
with whom such  Subsequent  Placement  shall be effected,  and attached to which
shall be a term sheet or similar document  relating thereto and (B) no Purchaser
notifies the Company by 6:30 p.m.  (New York City

<PAGE>

time) on the tenth  Trading  Day after its receipt of the  Subsequent  Placement
Notice of its objection to the Subsequent Placement.

                  (c) Except for (x) the Shares,  (y)  securities of the Company
permitted  pursuant to Section 6(c) of the  Registration  Rights Agreement to be
registered in the Registration  Statement,  and (z) Common Stock permitted to be
issued pursuant to Section  3.9(e),  the Seller shall make sure that the Company
may not  until  the  90th day  after  the  Effective  Date  file a  registration
statement to register any of its securities.

                  (d) With respect to Section 3.9(a),  (b) and (c),  restrictive
periods  shall be extended for the number of Trading Days during such period (A)
in which trading in the Common Stock is suspended by any securities  exchange or
market or quotation system on which the Common Stock is then listed, or (B) that
the Registration Statement is not effective following the Effective Date, or (C)
that the prospectus  included in the  Registration  Statement may not be used by
the holders thereof for the resale of Securities following the Effective Date.

                  (e) The restrictions contained in Section 3.9(a) and (b) shall
not apply to the  granting  of options or warrants to  employees,  officers  and
directors of the Company, and the issuance of Common Stock upon exercise of such
options  or  warrants   granted  under  any  stock  option  plan  heretofore  or
hereinafter duly adopted by the Company. The restrictions  contained in Sections
3.9(a)  and (b) shall  also not apply to shares of Common  Stock  issuable  upon
exercise of any currently outstanding warrants and other outstanding convertible
securities  of the  Company,  in each  case as and to the  extent  disclosed  in
Schedule 2.1(c) (but not as to any amendments or  modifications  of the terms of
such  securities  after  the  date of  this  Agreement,  including  "back-dated"
agreements).

         3.10 Certain Securities Laws Disclosures;  Publicity.  The Seller shall
make sure that, if legally required, the Company shall: (i) on the Closing Date,
issue a press release  acceptable to the Purchasers  disclosing the transactions
contemplated  hereby,  (ii)  file  with  the  Commission  a  Report  on Form 8-K
disclosing the transactions  contemplated  hereby within ten Business Days after
the Closing Date, and (iii) timely file with the Commission a Form D promulgated
under the Securities  Act. The Seller shall make sure that the Company shall, no
less than two Business  Days prior to the filing of any  disclosure  required by
clauses (ii) and (iii) above, provide a copy thereof to the Purchasers for their
review. The Seller shall make sure that the Company shall consult with Purchaser
in issuing any other press  releases or otherwise  making  public  statements or
filings and other communications with the Commission or any regulatory agency or
stock market or trading facility with respect to the  transactions  contemplated
hereby and neither  party shall issue any such press  release or otherwise  make
any such public  statement,  filings or other  communications  without the prior
written consent of the other,  except that if such disclosure is required by law
or stock  market  regulations,  in which such case the  disclosing  party  shall
promptly  provide  the other party with prior  notice of such public  statement,
filing or other communication.  Notwithstanding the foregoing,  the Seller shall
not publicly  disclose the names of the Purchasers,  or include the names of the
Purchasers in any filing with the Commission,  or any regulatory agency, trading
facility or stock market  without the prior written  consent of the  Purchasers,
except  to  the  extent  such  disclosure  (but  not  any  disclosure  as to the
controlling Persons thereof) is required by law or stock market regulations,  in
which case the Company  shall provide the  Purchasers  with prior notice of such
disclosure.

<PAGE>

         3.11 Non-Disclosure of Non-Public Information.(a) The Seller shall make
sure  that  the  Company  shall  not  disclose  non-public  information  to  the
Purchasers or their  advisors or  representatives  unless prior to disclosure of
such  information the Company  identifies such  information as being  non-public
information  and the Purchasers  enter into a  non-disclosure  agreement in form
mutually acceptable to the Company and the Purchasers.

                  (b)  The  Seller  represents  that  it  does  not  disseminate
non-public  information  to any investors who purchase stock in the Company in a
public offering,  to money managers or to securities  analysts.  Notwithstanding
the foregoing or anything  herein to the contrary,  the Seller will  immediately
notify the Purchasers of any event or the existence of any circumstance (without
any  obligation  to disclose the  specific  event or  circumstance)  of which it
becomes  aware,  (whether  or not  requested  of  the  Company  specifically  or
generally  during  the course of due  diligence  by such  persons or  entities),
which, if not disclosed in the prospectus included in the Registration Statement
would  cause such  prospectus  to include a material  misstatement  or to omit a
material  fact  required to be stated  therein in order to make the  statements,
therein in light of the circumstances in which they were made, not misleading.

         3.12 Transfer of  Intellectual  Property  Rights.  Except in connection
with  the sale of all or  substantially  all of the  assets  of the  Company  or
licensing  arrangements  in the ordinary course of the Company's  business,  the
Seller shall make sure that the Company  shall not  transfer,  sell or otherwise
dispose of any Intellectual  Property  Rights,  or allow any of the Intellectual
Property  Rights  to  become  subject  to any  liens,  or  fail  to  renew  such
Intellectual  Property  Rights (if renewable and it would otherwise lapse if not
renewed), without the prior written consent of the Purchasers.

         3.13 Use of Proceeds.  The Seller  shall not use the net proceeds  from
the sale of the Securities hereunder for any unlawful purpose.

         3.14  Reimbursement.  If any Purchaser becomes involved in any capacity
in any action,  proceeding  or  investigation  brought by or against any Person,
including  stockholders  of the  Company,  solely as a result of  acquiring  the
Securities  under this  Agreement,  the Seller will reimburse such Purchaser for
its reasonable legal and other expenses (including, but not limited to, the cost
of any investigation,  preparation or travel) incurred in connection  therewith,
as such expenses are incurred. The reimbursement obligations of the Seller under
this  paragraph  shall be in  addition  to any  liability  which the  Seller may
otherwise  have,  shall  extend  upon  the  same  terms  and  conditions  to any
affiliates of the Purchasers  who are actually named in such action,  proceeding
or investigation,  and partners,  directors,  agents,  employees and controlling
persons (if any), as the case may be, of the Purchasers and any such  affiliate,
and shall be binding upon and inure to the benefit of any  successors,  assigns,
heirs and personal  representatives of the Company,  the Purchasers and any such
affiliate  and any  such  Person.  The  Seller  also  agrees  that  neither  the
Purchasers nor any such affiliates,  partners,  directors,  agents, employees or
controlling  persons  shall have any  liability  to the  Seller,  Company or any
Person  asserting  claims on behalf  of or in right of the  Company  solely as a
result of acquiring the Securities  under this Agreement.  The Seller shall also
be  responsible  for the payment of all attorneys  fees,  costs and escrow agent
fees incurred by the Purchaser with regards to this transaction and the Security
Deposit  Stock  may be used and sold to pay for the  attorneys  fees,  costs and
escrow agent fees of this transaction via the attorneys of the  Purchaser/escrow
agent  selling that number of shares of the Security  Deposit Stock as necessary
to pay for the  attorneys  fees as they are  incurred  and the  attorney  of the
Purchaser/escrow agent is specifically authorized to do so.

<PAGE>

         3.15 Shareholder  Rights Plan. No claim will be made or enforced by the
Seller or any other Person that any Purchaser is an Acquiring  Person" under any
shareholders  rights plan or similar plan or  arrangement in effect or hereafter
adopted by the  Company,  or that any  Purchaser  could be deemed to trigger the
provisions of any such plan or arrangement, by virtue of receiving Securities or
shares of Common Stock under the Transaction Documents.

                                   ARTICLE IV
                                  MISCELLANEOUS

                  4.1 Fees and  Expenses.  At the  Closing,  the  Company  shall
reimburse  the  Purchasers  for  their  legal  fees  and  expenses  incurred  in
connection with the preparation and negotiation of the Transaction Documents and
may  be  later  required  to  prepay  any  services  to be  provided  under  the
Transaction  Documents,  including  but  not  limited  to the  preparation  of a
registration  statement, if necessary, by paying to Purchaser's counsel said sum
of money or  securities  reflected  in or  securities  reflected  in the closing
statement  (Exhibit  "E") for this  transaction  and  anticipated  work  related
thereto.  Purchaser's  legal  counsel  shall  also have the right to obtain  the
payment of fees through the sale of the stock reflected in the Security  Deposit
and thereafter,  directing the transfer agent to issue replacement  shares to be
held for security,  if necessary.  The amount  contemplated  by the  immediately
preceding sentence shall be retained by the Purchaser's counsel and shall not be
delivered  to the  Company at the  Closing.  Other than the amount  contemplated
herein, and except as otherwise set forth in the Registration  Rights Agreement,
each party shall pay the fees and expenses of its advisers, counsel, accountants
and  other  experts,  if any,  and all other  expenses  incurred  by such  party
incident to the negotiation, preparation, execution, delivery and performance of
this Agreement. The Seller shall pay all filing fees, edgarizing fees, stamp and
other taxes and duties levied in connection  with the issuance and  registration
of the Securities, if a registration statement is necessary.

                  4.2 Entire Agreement;  Amendments.  The Transaction Documents,
together   with  the  Exhibits  and   Schedules   thereto  and  Transfer   Agent
Instructions,  contain the entire  understanding  of the parties with respect to
the subject matter hereof and supersede all prior agreements and understandings,
oral or written,  with respect to such  matters,  which the parties  acknowledge
have been merged into such documents, exhibits and schedules.

                  4.3 Notices.  Any and all notices or other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given and  effective  on the  earliest  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified in this Section  prior to 6:30 p.m. (New
York City  time) on a  Business  Day,  (ii) the  Business  Day after the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Agreement later than 6:30 p.m. (New
York City time) on any date and earlier than 11:59 p.m.  (New York City time) on
such date, (iii) the Business Day following the date of mailing, if sent by U.S.
nationally  recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such notice is required to be given.

                  4.4 Amendments; Waivers. No provision of this Agreement may be
waived  or  amended  except in a written  instrument  signed,  in the case of an
amendment, by the Seller and each of

<PAGE>

the  Purchasers  or,  in the  case  of a  waiver,  by  the  party  against  whom
enforcement of any such waiver is sought.  No waiver of any default with respect
to any provision,  condition or requirement of this Agreement shall be deemed to
be a  continuing  waiver  in the  future  or a waiver  of any  other  provision,
condition or requirement hereof, nor shall any delay or omission of either party
to exercise any right  hereunder  in any manner  impair the exercise of any such
right accruing to it thereafter.

                  4.5 Headings. The headings herein are for convenience only, do
not  constitute  a part of this  Agreement  and  shall not be deemed to limit or
affect any of the provisions hereof.

                  4.6  Successors and Assigns.  This Agreement  shall be binding
upon and inure to the benefit of the parties and their  successors and permitted
assigns.  The Seller may not assign this  Agreement or any rights or obligations
hereunder  without the prior written  consent of the  Purchasers.  Except as set
forth in Section 3.1(a),  the Purchasers may not assign this Agreement or any of
the rights or  obligations  hereunder  without the  consent of the Seller.  This
provision  shall not limit  any  Purchaser's  right to  transfer  securities  or
transfer or assign rights under the Registration Rights Agreement.

                  4.7 No Third-Party  Beneficiaries.  This Agreement is intended
for the  benefit of the  parties  hereto  and their  respective  successors  and
permitted assigns and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.

                  4.8 Governing Law. All questions  concerning the construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
Florida,  without  regard to the  principles  of conflicts of law thereof.  Each
party hereby irrevocably submits to the exclusive  jurisdiction of the state and
federal courts sitting in Palm Beach County, Florida for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein  (including with respect to the enforcement of any of
the Transaction  Documents),  and hereby  irrevocably  waives, and agrees not to
assert in any suit,  action or  proceeding,  any claim that it is not personally
subject  to the  jurisdiction  of any such  court,  that  such  suit,  action or
proceeding is improper. Each party hereby irrevocably waives personal service of
process  and  consents  to  process  being  served in any such  suit,  action or
proceeding  by  mailing a copy  thereof  via  registered  or  certified  mail or
overnight  delivery (with evidence of delivery).  Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law.  Each party  irrevocably  waives,  to the fullest  extent  permitted  by
applicable  law,  any and all  right to trial  by jury in any  legal  proceeding
arising out of or relating to this  Agreement or the  transactions  contemplated
hereby.  If either party shall  commence an action or  proceeding to enforce any
provisions of a Transaction  Document,  then the prevailing party in such action
or proceeding  shall be reimbursed by the other party for its attorneys fees and
other  costs and  expenses  incurred  with the  investigation,  preparation  and
prosecution of such action or proceeding.

                  4.9 Survival. The representations,  warranties, agreements and
covenants contained herein shall survive the Closing.

                  4.10 Execution.  This Agreement may be executed in two or more
counterparts,  all of which when taken  together shall be considered one and the
same agreement and shall become effective when  counterparts have been signed by
each party and  delivered  to the other  party,  it being

<PAGE>

understood  that both parties need not sign the same  counterpart.  In the event
that any signature is delivered by facsimile transmission,  such signature shall
create a valid and binding obligation of the party executing (or on whose behalf
such  signature is executed)  the same with the same force and effect as if such
facsimile signature page were an original thereof.

                  4.11  Severability.  In case any one or more of the provisions
of this Agreement shall be invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Agreement shall
not in any way be affecting or impaired  thereby and the parties will attempt to
agree  upon a valid  and  enforceable  provision  which  shall  be a  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Agreement.

                  4.12  Remedies.  In addition to being entitled to exercise all
rights provided herein or granted by law, including recovery of damages, each of
the Purchasers  will be entitled to specific  performance of the  obligations of
the Seller  under the  Transaction  Documents.  The  parties  hereto  agree that
monetary  damages  may not be  adequate  compensation  for any loss  incurred by
reason of any breach of its obligations  described in the foregoing sentence and
hereby  agrees  to waive in any  action  for  specific  performance  of any such
obligation the defense that a remedy at law would be adequate.

                  4.13 Independent Nature of Purchasers' Obligations and Rights.
In the event  there are  multiple  Purchasers  under  this  Agreement,  then the
obligations of each Purchaser under any Transaction  Document is several and not
joint with the  obligations  of any other  Purchaser  and no Purchaser  shall be
responsible  in any way for the  performance  of the  obligations  of any  other
Purchaser under any Transaction Document.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                            SIGNATURE PAGES FOLLOWS]

<PAGE>

                  IN WITNESS WHEREOF,  the parties hereto have caused this Stock
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

                           CHAMPIONLYTE HOLDINGS, INC

                           By: s/s David Goldberg
                               Signature
                               Print Name: David Goldberg
                                    Title: President

                           ADVANTAGE FUND I, LLC

                           By: s/s Robert Press
                               Signature
                               Print Name: Robert Press
                                    Title: Vice President

                   Purchase Price:          $25,000 installment payment

               Address for Notice:          Purchaser
                                            c/o Anslow & Jaclin, LLP

                   With copies to:          Anslow & Jaclin, LLP
                                            4400 Route 9
                                            Freehold, NJ 07728

<PAGE>

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                                   $ 1,000,000

                            STOCK PURCHASE AGREEMENT

                                       For

                      Stock In ChampionLyte Holdings, Inc.

                             Dated as of April, 2003

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