CHAMPIONLYTE HOLDINGS. INC.
                           2999 N.E. 191st Street, PH2
                               Aventura, FL, 33180

April 28,2003

Mark Streisfeld

     Re:  Amendment to Settlement Agreement

Dear Mr. Streisfeld:

The following hereby sets forth the amendments to the settlement agreement dated
December  19,  2002  between  Championlyte  Holdings,  Inc.  f/d/a  Championlyte
Products,  Inc.  ("Championlyte"  and  or  "the  Company")  and  Mark  Steisfeld
("Streisfeld"):

1.   OBLIGATION:  Championlyte  presently owes  Streisfeld the sum of $44,333.33
     (the initial  settlement  amount of $60,000 less $3,000 paid upon execution
     and two monthly payments of $6,333.33).

2.   SETTLEMENT AND PAYMENT:  Streisfeld hereby agrees to accept the remaining 7
     monthly  payments of  $6,333.33 in the form of the  Company's  free trading
     stock in an amount  sufficient  to extinguish  his monthly debt.  The first
     payment  will be to  cover  the  April  and May  payments  outstanding  and
     thereafter the payments will be on the original monthly schedule.

All of the terms and  conditions  of the  agreement  dated  December 9, 2002 are
incorporated within.

Please  sign below to  acknowledge  your  agreement  to the terms of this letter
agreement   which  amends  your  December   19th   Settlement   Agreement   with
Championlyte.

Very truly yours,

CHAMPIONLYTE HOLDINGS, INC.

By: /s/ David Goldberg
   ---------------------------
     Dave Goldberg
     President

THE TERMS SET FORTH ABOVE ARE AGREEABLE AND ACCEPTABLE BY:

/s/ Mark Streisfeld
------------------------------
Mark Streisfeld


<PAGE>


                        ADDENDUM TO EMPLOYMENT AGREEMENT

This addendum dated April 10, 2003 (the "Addendum") is to that certain
Employment Agreement (the "Agreement") dated December 19, 2002 between
Championlyte Holdings. Inc. (the "Company") and Mark Streisfeld ("Streisfeld")
(collectively "the Parties"),

WITNESSETH:

WHEREAS, the Company desires to modify the agreement between the Parties to
reflect the following:

Additional  Compensation:  Streisfeld  shall  receive  1,650,000  shares  of the
Company's  common  stock which shall vest at a rate of 165,000  shares per month
from  the  date of  execution  and  shall  be  included  on the  Company's  next
Registration  Statement. In addition, the Company shall issue Streisfeld 150,000
shares  under its  current S8 over the next  seventy  five days.  The  Company's
management  has  determined it is in the best interest of the Company to provide
an incentive to Streisfeld for his long term  involvement  with the Company as a
Key Employee who is no longer an Officer or Director.

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 Amendment to the Employment
Agreement as of the date first above written.

                                            CHAMPIONLYTE HOLDINGS, INC.

                                            By /s/ David Goldberg
                                              ---------------------------
                                                 David Goldberg
                                                 President

                                            /s/ Mark Streisfeld
                                            ------------------------------
                                            Mark Streisfeld

<PAGE>

                                   AGREEMENT
                                   ---------

This Agreement dated the 19th day of December is between Mark Streisfeld  having
his principal  address c/o  ChampionLyte  Products,  Inc.,  1356 N.W. Boca Raton
Blvd., Boca Raton, FL 33432  ("Streisfeld") and Advantage Fund I, LLC having its
principal  address at 2999 NE 191st Street,  Penthouse 2, North Miami Beach,  FL
33180 (the "Fund"), and ChampionLyte Products, Inc, having its principal address
at  1356  N.W.  Boca  Raton  Blvd.,   Boca  Raton,  FL  33432  (the  "Company"),
(collectively, the "Parties").

WHEREAS  Streisfeld is currently the President of  ChampionLyte  Products,  Inc.
(the "Company") and;

WHEREAS the Fund is contemplating an investing in the Company and;

WHEREAS an affiliate of the Fund has agreed to acquire certain  Preferred Shares
owned by another  shareholder,  (a copy of this  proposal and its  acceptance is
attached hereto as Exhibit 'A') and;

WHEREAS the Parties agree that certain  management  and operating  changes occur
and;

WHEREAS the Parties both desire these  transactions to close and for the Company
to inure both the benefits of this  investment as well as the advice and counsel
of the Fund and its managing member;

THEREFORE the Parties have agreed as follows:

1.   Streisfeld  will tender his  resignation  as Presidcnt and agrees to accept
     the position of SR VP of Sales as of January 6, 2003.

2.   Streisfeld will agree to a modification to his current employment agreement
     including  position,  a base salary of Seventy Five  Thousand per year with
     performance  based commissions based on collected revenue by the company at
     the rate of 3% for the  first  year,  2% on the  second  year and 1% on the
     third year only on new  business  he directly  procures.  He also agrees to
     waive all  golden  parachute  provisions  and in its  place a 2 month  base
     salary severance provision will apply.

3.   Streisfeld  agrees  to waive all of his  deferred  salary as of the date of
     this letter agreement.

4.   Company  agrees to pay a total  settlement of back unpaid salary of $60,000
     under the  following  terms.  $3,000  simultaneous  with the Closing of the
     purchase of the  Preferred  Shares by the  affiliate of the Fund,  with the
     remainder  to be paid in nine  equal  monthly  installments  with the first
     being paid February 1, 2003 and with the last being paid October 1, 2003.

5.   The Parties shall  execute  mutual  releases of any and all claims  between
     them.

<PAGE>

6.   The Company shall continue to indemnify Streisfeld as per its directors and
     officers insurance as well as the indemnifications more fully delineated in
     its by-laws.

This  Agreement  shall be held in escrow by the escrow  attorney's as more fully
described in Exhibit  'A', If for any reason the  affiliate of the Fund does not
close on the Purchase of the Preferred Shares by January 6, 2003, this Agreement
shall be null and void.

This Agreement  constitutes the entire  agreement  between the Parties and shall
not be amended in any way except by a signed written amendment between them.

Agreed and Accepted this 31st day of December 2002 by:

/s/ Mark Streisfeld               /s/ Robert Press 1/6/03
-------------------------         -----------------------------
Mark Streisfeld                   Bob Press Vice President
                                  Advantage Fund I, LLC

                                  /s/ illegible 1/6/03
                                  -----------------------------
                                  ChampionLyte Products, Inc.