CHAMPIONLYTE HOLDINGS, INC.
                       2999 NE 191st Street, Penthouse Two
                             Aventura, Florida 33180


April 7, 2003

Mr. Peter Nasca
Peter Nasca & Associates
2999 NE 191st Street, Penthouse Six
Aventura, Florida 33180

     Re:  Peter Nasca & Associates ("PNA") with Championlyte Holdings, Inc.
          ("Championlyte")

Dear Mr. Nasca:

The following hereby sets forth the settlement agreement  ("Agreement")  between
PNA and Championlyte:

1.   OBLIGATION:  Championlyte  presently currently has an outstanding  contract
     for  services  with PNA and owes a sum in excess of  $30,000  for  services
     rendered to Championlyte.

2.   SETTLEMENT AND PAYMENT:  Championlyte hereby agrees to issue to PNA 200,000
     shares of its common stock as full  settlement of the  obligation set forth
     in paragraph 1 above. In addition,  Championlyte  shall issue to PNA 50,000
     warrants to purchase  Championlyte  common  stock at $.l0 per share.  These
     warrants  shall  have a  term  of two  years.  The  share  and  the  shares
     underlying the warrants  shall be registered  within sixty days of the date
     of this agreement.  PNA agrees to adhere to lock up (no sale) of the shares
     until 8/1/03 and therafter to leakage  limitations  on sales  equivalent to
     144  restrictions  on sales.  Championlyte  agrees  that  should it seek to
     engage any firm for pub1ic  relations  or the  related  services  that were
     performed by PNA for Championlyte,  it will, re-engage PNA to perform those
     functions.

3.   NOTICE:  All  notices,  requests  and  instructions  hereunder  shall be in
     writing and delivered, to each party at the addresses set forth above or to
     such  other  address  as may  from  time to time be  designated  by a party
     hereto.

4.   SEVERABILITY:  In the event that any term,  covenant,  condition,  or other
     provision  contained  herein  is held  to be  invalid,  void  or  otherwise
     unenforceable by any court of competent jurisdiction, thc invalidity of any
     such term,  covenant,  condition,  provision or  Agreement  shall in no way
     affcct any other term,

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     covenant, condition or provision or Agreement contained herein, which shall
     remain in full force and effect.

5.   ENTIRE AGREEMENT:  This agreerment contains all of the terms agreed upon by
     the parties with respect to the subject matter  hereof.  This Agreement has
     been entered into after full investigation.

6.   AMENDMENTS:  No amendments or additions to this Agreement  shall be binding
     unless in  writing,  signed by both  parties,  except as herein  otherewise
     provided.

7.   NO ASSIGNMENTS:  Neither party may assign nor delegate any of its rights or
     obligations  hereunder  without first  obtaining the written consent of the
     other party

Please sign below to ackowledge the terms of this Agreement.

Very truly yours,

CHAMPIONLYTE HOLDINGS, lNC.

By: /s/ David Goldberg
   ---------------------
   DAVID GOLDBERG
   DIRECTOR

THE TERMS AS SET FORTH ABOVE ARE AGREEABLE AND ACCEPTABLE BY:
PETER NASCA AND ASSOCIATES

By: /s/ Peter Nasca
   ---------------------
    PETER NASCA