Amendment to Agreement

This Amendment dated April 7 , 2003 is to the Agreement between Championlyte
Holdings, Inc. (formerly known as Championlyte Products, Inc.) (the "Company")
and Knightsbridge Holdings, LLC d/b/a Knightsbridge Capital ("Knightsbridge")
dated January 6, 2003, collectively (the "Parties").

I.  Background  The Company  hereby agrees to make an Amendment to the Agreement
between thc Company and  Knightsbridge  in view of the unforeseen  efforts being
expended  on the  Company's  behalf  by  Knightsbridge  and its  principals  and
employees.  These  efforts are in addition to  Knightsbridge's  normal  scope of
activities and are therefore in addition to its normal activities.

II.  Amendments  The  Company  agrees to amend  the  following  sections  of the
Agreement as follows:

A. Section 3.1.1 Monthly Cash  Retainer.  As of April 1, 2003, the Company shall
pay to  Knightsbridge a Monthly Cash Retainer in the amount of $7,500 per month.
As of  September  1, 2003,  this  Month1y  Cash  Retainer  shall be increased to
$10,000 per month until the expiration or cancellation of the Agreement

B. Section 3.1.2 Equity Based Compensation. The Warrants issued to Knightsbridge
shall have an Initial  Exercise Price equal to the Company's  closing bid, price
on the Over The Counter Bulletin Board as maintained by NASDAQ as of the date of
this  Agreement.  Additionally,  the Warrants  shall have a Subsequent  Exercise
Price  equal to 80% of the  Company's  closing bid price on the Over The Counter
Bulletin  Board  as  maintained  by  NASDAQ  as  of  the  date  of  Exercise  by
Knightsbridge.

This  constitutes  the  Amendments  to the  Agreement  between  the  Company and
Knightsbridge  and any subsequent  amendments  shall be agreed to by the Parties
and evidenced in a written amendment.

Agreed and Accepted this 7th day of April 2003
By:


CHAMPIONLYTE PRODUCTS, INC.

/s/ David Goldberg
----------------------------
Its: Director


KNIGHTSBRIDGE CAPITAL

/s/ Robert Press
---------------------------
Its: President

<PAGE>

KnightsBridge
Capital

January 6, 2003

Championlyte Products, Inc.
1356 N.W. Boca Raton Boulevard
Boca Raton, FL 33432
Attn: Marshall Kanner, Interim Chief Operating Officer

Gentleman:

     Knightsbridge Holdings,  LLC,  ("Knightsbridge") is pleased to be retained,
on the terms and conditions set forth in this letter of engagement  ("Engagement
Letter") as a consultant  to your  company,  Championlyte  Products,  Inc.  (the
"Company"),  to  assist  in a  variety  of  areas  relating  to  the  financial,
strategic, and related developmental growth of the Company (the "Engagement").

     1. Services of Knightsbridge.

     For the Term of Engagement (as hereinafter defined),  and with your general
knowledge  and  consent,  we  agree  to  provide  to  the  Company  a  range  of
consultative  and related  services  which may, but which will not  necessarily,
include the following:  (i) identifying,  evaluating and advising in relation to
the  Company's  current  structural   (including  business  model),   financial,
operational,   managerial,  strategic  and  other  needs  and  objectives,  (ii)
preparing and  coordinating  with the Company and others in the  development  of
business plans,  investor  presentations and financial models, (iii) identifying
potential  sources of private  and/or public  financing  ("Financing  Sources"),
including those involving  transactions requiring any issuance by the Company of
either equity, debt and/or equity-linked  securities ("Financing  Transactions")
and  negotiating,  structuring  and advising in relation to potential  Financing
Transactions,  (iv)  identifying  potential  merger,  acquisition,  divestiture,
consolidation  or  other  combintion  ("M&A   Transaction")   opportunities  and
negotiating,   structuring   and  advising  in  connection  with  potential  M&A
Transactions,  (v) advising and  assisting  the Company in  connection  with the
preparation  of any  registration  statements,  periodic or other SEC reports or
proxies,  and (vi)  coordinating  with,  and  advising  in  connection  with the
activities of, Outside  Professionals,  including without limitation  attorneys,
accountants, market professionals, etc.

     2. Term of Engagement.

     The  Engagement  shall  be  effective  for a  period  of  six  (6)  months,
commencing  on the date  first  appearing  above  (the  "Term  of  Engagement").
Thereafter,  the Engagement shall automatically renew on a month-to-month basis,
subject  to the right of the  Company  and/or  Knightsbridge  to  terminate  the
Engagement  as of the end of any  given  month by giving  written  notice to the
other  party at least  thirty (30) days  notice  ("Termination").  Said right of
termination  shall  commence  upon the one  month  anniversary  of this  signing
Ageement. Notwithstanding the foregoing, the Company shall not have the right to
cancel this  Agreement  until such time as it has fulfilled all its  obligations
under any and all  outstanding  Agreements with the Advantage Fund I, LLC or its
assignees.

<PAGE>

     3.   Compensation.

In  consideration  for the  services  rendered by  Knightsbridgc  to the Company
pursuant  to the  Engagement  (and in addition to the  expenses  provided for in
Paragraph 4 hereof),  and throughout  the Term of Engagement,  the Company shall
compensate Knightsbridge as follows:

     3.1  Engagement Retainer.

          3.1.1 Monthly Cash Retainer. An initial non-refundable retainer fee in
an amount equal to USD $2,500 payable in cash upon the delivery of this
Engagement Letter and, thereafter, a monthly retainer in an amount equal to
$2,500 payable in cash on the first day of each month of the Term of Engagemmt
(the "Monthly Retainer"). Invoices shall be rendered upon the first of the month
and are due upon presentation. Knightsbridge shall, at its option accept shares
of registered stock under the same terms/discounts/return characteristics as any
funding, from The Advantage Fund I, LCC (the "Fund") or accept payments of its
fees out of closings of the Fund with the Company. Knightsbridge agrees to apply
any and all retainer amounts against the consideration earned under sections
3.2.1 through 3.2.2 herein after the first $50,000 fees earned under sections
3.2.1 through 3.2.2 are paid on each transaction.

           3.1.2 Equity-Based  Incentive Compensation.  Company agrees to pay to
Knightsbridge  an amount of common stock of the Company,  upon  finalization  of
this Agreement, in an amount not less than 2.99% of the fully diluted, shares of
the Company.  Company  shall also issue to  Knightsbridge  a warrant to purchase
("warrant"),  an additional 2.99% of the Company's fully diluted,  shares of the
company, exercisable for five (5) years at an exercise price equal to 90% of the
Company's closing bid price on the Over The Counter Bulletin Board as maintained
by NASDAQ as of the date of this  Agreement.  Should the engagement be cancelled
prior to the end of its term,  but after  thirty  days,  then this  equity-based
incentive  compensation  shall vest on a pro-rata  basis.  If the  engagement is
terminated  at or prior to thirty days then the company shall have no obligation
to Knightsbridge for any equity-based incentive compensation. Company shall file
a registration  statement  covering the shares  underlying these warrants within
120 days of the  date of this  Engagement  Letter.  Company  shall  use its best
efforts to enable the registration statement to become effective at the earliest
possible  time.  Company  shall bear any and all  expenses  associated  with the
filing of the registration statement.  The shares and warrants described in this
Section shall carry full ratchet  anti-dilution  provisions for the term of this
Agreement and a period of an additional 90 days.

     3.2 Additional Compensation. In addition to any amounts payable pursuant to
Section  3.1  above,   Knightsbridge  shall  be  paid  additional   compensation
("Additional  Compensation")  in connection with certain  transactions and other
events  ("Compensable  Events")  throughout  the  Engagement  and thereafter the
amount of which  Additional  Compensation  shall be determined in each case with
reference to the following corresponding sections:

            3.2.1  Financing  Transactions  (Knightsbridge  Introduction).   For
purposes of any Financing  Transactions  involving any Financing Source directly
or indirectly to the Company by Knightsbridge,  and whether occurring during the
Term  of  Engagement  or  during  a  period  ending  two  (2)  years   following
Termination,  Additional Compensation shall be payable to Knightsbridge upon the
closing thereof in accordance with the following schedule where  "Consideration"
shall mean (i) the total  amount of gross  proceeds  received  by, or  otherwise
deliverable  to, the Company  without  condition  as part of any such  Financing
Transaction,  and (ii) any  common  stock or  other  securities  of the  Company
(including   without   limitation  any  warrants,   options  and/or  convertible
securities) issued or otherwise transferred as a direct or indirect part of such
Financing Transaction. Debt financing shall include but not be limited to any on
or off balance sheet  financing,  mortgages,  debentures,  notes or  convertible
securities,  factoring,  receivables financing,  or credit facilities introduced
directly or indirectly  to the Company by  Knightsbridge.  Any equity  financing
transaction  entered  into  with the  Advantage  Fund I, LLC  shall  reduce  the
compensation to an amount equal to 50% of the schedule delineated below.

        (i) Consideration               Amount of Additional Compensation

                                     Page 2

<PAGE>


        Equity Financing:
        $-0- to $250,000        $10,000 (minimum)
        $250,001 to $500,000    $20,000
        $500,OOl to $5 million  8% of Consideration
        $5 million+             $400,000 + 1.5% of Consideration in
                                                excess of $5 million

        Debt Financing:
        $-0- to $250,000        $2O,O00
        $250,001 to $500,000    $30,000
        $500,001 to $5 million  6% of Consideration
        $5 million+             $300,000 + 3% of Consideration in excess
                                   of $5 million for debt financing. And;

     (ii) Any Securities issued by or to the Company:    5% (in kind)

          3.2.2 M&A Transactions (Knightsbridge  Introduction).  For purposes of
any M&A  Transactions  involving  any entity or entities  originally  introduced
directly or indirectly to the Company by  Knightsbridge,  and whether  occurring
during the Term of Engagement or during a period ending two (2) years  following
Termination,  Additional Compensation shall be payable to Knightsbridge upon the
closing thereof in accordance with the following schedule where  "Consideration"
shall mean the total of all cash, assets (including  without limitation any real
property,  personal  property and  intellectual  property) common stock or other
securities   (including   without   limitation  any  warrants,   options  and/or
convertible securities) paid by or to the Company or its shareholders, and shall
further  include (a) any commercial  bank or other  indebtedness  of the Company
that is repaid or for which the  responsibility to pay is assumed by the Company
in connection with such M&A Transaction,  (b) the greater of the stated value or
the  liquidation  value of  preferred  stock of the  Company  that is assumed or
acquired  by the  Company  that is not  converted  into  common  stock  upon the
consummation  of such  transaction,  (c) the  value of any net operating  losses
transferred  as part of the  M&A  Transaction  and  from  which a party  to such
transaction  expects at the time of closing to benefit,  and (d) future payments
for which the Company is obligated  either  absolutely or upon the attainment of
milestones or financial  results  ("Company  Future  Payments").  Any Additional
Compensation  payable as a result of Company  Future  Payments  shall be paid at
closing and shall be valued at the present value of the Company Future Payments.
For the purpose of calculating the present value, the Company and  Knightsbridge
agree to discount all Company Future  Payments by a discount factor equal to 15%
per annum, and where necessary,  to use the projections which have been provided
by the Company in the course of the M&A  Transaction  to quantify  these amounts
and their timing.  Should  Knightsbridge  not be  responsible  for the entity or
entities   introduced  to  the  Company  under  this  section,   Knightsbridge's
compensation shall be at a rate equal to 50% of that delineated below.

        Consideration           Amount of Additional Compensation
        $-0- to $500,000        $30,000 (minimum)
        $500,001 to $5 million  5% of Consideration
        $5 million+             $250,000 + 3.0% of Consideration in excess
                                                                of $5 million

     4.   Expenses.

     In addition to any Engagement Retainers and Additional Compensation payable
hereunder, and without regard to whether any Compensable Events occur hereunder,
the Company shall reimburse Knightsbridge for a11 fees approved by an officer of
the  Company,  relating to  Knightsbridge's  travel and  out-of-pocket  expenses
reasonably  incurred in connection with the services  performed by Knightsbridge
pursuant to this Engagement Letter,  including without  limitation,  hotel, food
and associated expenses and long-distance telephone calls.

                                     Page 3

<PAGE>

Said  expenses  shall not exceed  $500 in any 30-day  period of the term  unless
approved by an officer, director or other authorized designee of the company.

     5. Procedure for Initiating Discussions.

     In order to coordinate  our efforts with respect to a possible  Transaction
satisfactory  to the  Company,  during  the period of our  engagement  hereunder
neither the Company nor any representative there (other than Knightsbridge) will
initiate discussions  regarding a Transaction except through  Knightsbridge.  In
the  event the  Company  or its  management  receives  an  inquiry  regarding  a
Transaction, it will promptly advise Knightsbridge of such inquiry in order that
Knightsbridge  may  evaluate  such  prospective  purchaser  and its interest and
assist the Company in any resulting negotiations.

     6. Post-Termination Notice

     In  addition,  if at any time prior to 12 months after the  termination  or
expiration or this Engagement Letter a Transaction is consummated,  or if at any
time prior to 24 months after the  termination or expiration of this  Engagement
Letter a  Transaction  is  consummated  with any  party  contacted  regarding  a
Transaction during the period of this engagement, Knightsbridge will provide the
Company with written notice of the parties contacted by Knightsbridge  regarding
a Transaction during the period of this engagement.

     7. Non-Exclusivity of Knightsbridge Services.

     It is  understood  and  acknowledged  by  the  Company  that  Knightsbridge
presently has, and  anticipates  having  throughout the Engagement  Term,  other
clients  for  which it  performs  the same or  similar  services  to those to be
performed  in  accordance  herewith,  and that  Knightsbridge  shall be under no
obligation  under this  Engagement to restrict its abilily in any way to perform
services for any other clients.  It is further  acknowledged  that, by virtue of
the nature of the services to be performed by Knightsbridge hereunder, the value
of such services bear no relation  necessarily to the amount of time invested on
the  part  of   Knightsbridge   to  the   performance  of  such  services,   and
Knightsbridge,  therefore,  shall be under a continuing  obligation hereunder to
devote only as much time to the performance of its services  hereunder as deemed
appropriate in the exclusive discretion of its principal(s).

     8. Role of Finder.

     In  connection  with any  Financing  Transactions  hereunder,  the  Company
acknowledges that Knightsbridge is not a registered  broker-dealer under Section
15A of the U.S.  Securities  Exchange Act of 1934, or any similar state law, and
that Knightsbridge cannot, and shall not be required hereunder to, engage in the
offer or sale of securities for or on behalf of the Company. While Knightsbridge
has preexisting  relationships and contacts with various  investors,  registered
broker-dealers and investment funds, Knightsbridge's participation in any actual
or proposed offer or sale of Company  securities  shall be limited to that of an
advisor  to  the  Company  and,  if   applicable,   a  "finder"  of   investors,
broker-dealers  and/or  funds.  The  Company  acknowledges  and agrees  that the
solicitation and consummation of any purchases of the Company's securities shall
be  handled  by the  Company  or one or more NASD  member  firms  engaged by the
Company for such purposes.

     9. Referral Fees.

     Any referral fees payable in connection with any  Compensable  Transactions
shall be the exclusive responsibility of, and shall be paid by Knightsbridge.


                                     Page 4

<PAGE>


     10. Cooperation by Company.

     In order to enable  Knightsbridge  to provide the services  requested,  the
Company agrees to provide to Knightsbridge,  among other things, all information
reasonably  requested or required by Knightsbridge  including without limitation
information  concerning  historical and projected financial results with respect
to  the  Company  and  its   subsidiaries  and  possible  and  known  litigious,
environmental  and  contingent  liabilities.  The  Company  also  agrees to make
available to Knightsbridge such representatives of the Company, including, among
others,  directors,   officers,   employees,  outside  counsel  and  independent
certified public accountants, as Knightsbridge may reasonably request.

     11.  Reliance  by   Knightsbridge   on  Accuracy  of  Information;   12(b)5
Representation.

     The Company  recognizes and acknowledges  that, in advising the Company and
in fulfilling the engagement hereunder, Knightsbridge will use and rely on data,
material and other  information  furnished to Knightsbridge by the Company.  The
Company agrees that Knightsbridge may do so without independently  verifying the
accuracy  or  completeness  of such data,  material  or other  information.  The
Company  represents  and warrants  that any such data,  material or  information
shall be true and accurate and shall not, as of the time  communicated,  contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in  light  of the  circumstanccs  under  which  they  were  made,  not
misleading.

     12. Confidentiality.

     If any of  the  data,  material  or  other  information  is  non-public  or
confidential  when  revealed  or  otherwise  shared  with   representatives   of
Knightsbridge,  and  identified in writing as such at the time it is revealed or
shared ("Confidential Information"),  Knightsbridge and its officers, directors,
employees,  agents and associates  shall  hold all  Confidential  Information in
complete and strict  confidence and will not,  without prior written  consent of
the Company, in each instance,  disclose any Confidential Information,  in whole
or part, to any other person or for any other purpose than is expressly approved
by the  Company  in  writing.  To the extent  that  disclosure  of  Confidential
Information  is  approved  by the  Company  in  writing,  excepting  information
required to be  disclosed by legal  process,  law or  regulation.  Knightsbridge
agrees that each party or  individual  to whom such  disclosure is made shall be
informed  of  the  confidential  nature  of  the  information  disclosed  and be
obligated to sign standard non-disclosure agreements.

     13. Indeminification.

     Each party (an  "Indemnifying  Party")  hereby agrees to indemnify and hold
the other party and its respective affiliates,  directors,  officers,  employees
and agents  (collectively,  the  "Indemnified  Parties")  harmless  from, and to
reimburse each of the  Indemnified  Parties for, any loss,  damage,  deficiency,
claim,  obligation,  suit, action, fee, cost or expense of any nature whatsoever
(including,  but not limited to,  reasonable  attorney's fees and costs) arising
out of, based upon or resulting  from any breach of any of the  representations,
warranties,  covenants,  agreements or  undertakings of the  Indemnifying  Party
contained in or made pursuant to this Engagement Letter.

     14. Miscellaneous.

          (a)  This  Engagement  1etter  constitutes  the entire  agreement  and
               understanding  of the parties hereto,  and supersedes any and all
               previous agreements and understandings,  whether oral or written,
               between the parties with respect to the matters set forth herein.

                                     Page 5

<PAGE>

          (b)  Any notice or communication permitted or required hereunder shall
               be  in  writing  and  shall  be  deemed   sufficiently  given  if
               hand-delivered  via  courier  or  overnight  service  or sent (i)
               postage prepaid by registered mail, return receipt requested,  to
               the  respective  parties  as set forth  below,  or to such  other
               address as either party may notify the other of in writing:

If to Knightsbridge, to:                Knightsbridge Holdings, LLC
                                        2999 NE 199th  Street,  Penthouse 2
                                        Aventura, FL  33180
                                        Attn:  Ms. Alyce Schreiber
                                        Fax: (305) 932-3697

If to the Company, to:                  ChampionLyte Products, Inc.
                                        1356 N.W. Boca Raton Blvd
                                        Boca  Raton, FL  33432
                                        Attn: Mr. Marshall Kanner
                                        Fax: (561)-417-6888

          (c)  This  Engagement  Letter  shall be binding  upon and inure to the
               benefit  of each  of the  parties  hereto  and  their  respective
               successors, legal representatives and assigns.

          (d) The  Company  represents  that it has the power to enter into this
Engagement  Letter and to carry out its obligations  hereunder.  This Engagement
Letter  constitutes  the valid and  binding  obligation  of the  Company  and is
enforceable in accordance with its terms.  The Company  further  represents that
this  Engagement  Letter does not conflict with or breach any agreement to which
it is subject or by which it is bound.

          (e)  This  Engagement   Letter  may  be  executed  in  any  number  of
counterparts,  each of which together shall constitute one and the same original
document.

          (f) No provision of this Engagement Letter may be amended, modified or
waived, except in writing signed by all of the parties hereto.

          (g) This  Engagement  Letter shall be construed in accordance with and
governed  by the laws of the  State of  Florida,  without  giving  effect to its
conflict of law principles.  The parties hereby agree that any dispute which may
arise between them arising out of or in connection with this  Engagement  Letter
shall be  adjudicated  before a court located in Dade County  Florida,  and they
hereby  submit  to the  exclusive  jurisdiction  of the  courts  of the State of
Florida  located  in Dade  County,  Florida  and of the  federal  courts  in the
Southern  District  of Florida  with  respect to any action or legal  proceeding
commenced by any party.  Company agrees to waive a trial by jury for any dispute
requiring adjudication before a court of law.

          (h) The Company hereby  acknowledges  that it shall bear the burden of
proof in any action or  proceeding  involving  a claim by  Knightsbridge  to any
Additional  Compensation  due  hereunder  arising out of any  Compensable  Event
involving  a third  party  claimed  by  Knightsbridge  to have  been  originally
introduced to the Company by Knightsbridge.

                                     Page 6


<PAGE>

If the foregoing  correctly sets forth the understanding  between  Knightsbridge
and the Company with respect to the foregoing,  please so indicate by signing in
the place provided below,  at which time this  Engagement  Letter shall become a
binding agreement.

                                        KNIGHTSBRIDGE  HOLDINGS,  LLC


                                        By: /s/ Robert  Press
                                           -------------------------------
                                           Robert Press, President
                                           For the Managing Member

Acceptcd and Agreed:

[CHAMPIONLYTE PRODUCTS, INC.]

By:/s/ Marshall Kanner
   -------------------------------
Name: Marshall Kanner
     -----------------------------
Title: Interim COO
      ----------------------------



                                     Page 7