DML

     Agreement  dated,  April 15.2003 by and between,  DML Marketing  Corp.  and
     CHAMPIONLYTE HOLDINGS, INC. (CPLY). ("Client")

                                    PREAMBLE

Whereas CHAMPIONLYTE HOLDINGS, INC. desires to develop a program for
dissemination of information pursuant to its obligations under The Exchange Act
in compliance with the restrictions on dissemination of material inside
information contained in proposed Regulation FD, current Sections 20 and 21A
thereof, and in compliance with the requirements of Section 17(b) af the
Securities Act, and deems it to be in its best interest to retain DML Marketing
Corp. to render CHAMPIONLYTE HOLDINGS, INC. such services as may be needed; and

1. DEFINITIONS

1.1 "Client" means, with reapect to any given Person,  and other Person directly
or indirectly  Controlling,  Controlled by, or under common  Control with,  such
person.

1.2 "Agreement" means this agreement and its schedules.

1.3 "Content" means the text data, and images, whether provided by DML Marketing
Corp. or a third party that are included in the product.

1.4 "Control" over a person means the possession, directly or indirectly, of the
power to direct or cause the  direction of the  management  and policies of such
person,  whether  through the  ownership  of voting  securities  or other equity
interest,  representation  on its board of directors or body performing  similar
functions,  by contract or otherwise.  The terms  "Controlling" and "Controlled"
will have corollary meanings.

1.5 "Damages" means liabilites, damages, awards, settlements, losses, claims and
expenses,  including  reasonable  attorney's  fees  and  expenses  and  costs of
investigation.

1.6 "Final  Acceptance  Criteria" means testing to determine whether the service
performs the specified  functions  consistently and substantially in conformance
with all material requirements and operate with internal consistency.

1.7 "Hypertext Link" means a URL, (or icon,  logo,  highlighted or colored test,
figures or image  representing  a URL) on which a user may point and  click,  or
otherwise send a command, to access another Internet Site.

1.8 "Client  Internet  Site" means the  internet  site owned and operated by the
Client and is accessed via the URL(s) and any related Mirror Site.

l.9 "Client  Marks" means the names,  trsdemarks and service marks of client and
its affiliates.

1.10 "Intellectual  Property Rights" means any patent, design right,  copyright,
trademark,  service mark (and any  application  or  registration  respecting the
foregoing),  database  right,  trade secret.  know-how  and/or present or future
intellectual property rights of any type, wherever in the world enjoyable.

1.11 "Launch Date" means the date DML Marketing Corp. provides notice
to client that the product is completed and may be made available to Users.

<PAGE>

                                                                     Page 2 of 5

1.12  "Laws"  means  laws  regulations,   rules  or  order  of  any  government,
administrative authority or court.

1.13  "Material  Defect" means any error,  problem or defect in the product that
causes the product materially not to meet the specifications when the product is
used for its intended purpose.

1.14  "Mirror  Site" means an Internet  site which  contains  the exact form and
content (including  identical pages) of a particular  Internet Site which (a) is
located at a geographic  location  distinct  from such  internet site and (b) is
created for the  purpose of  improving  performance  and  accessibility  to such
Internet Site.

1.15 "Person"  means any  individual,  corporation,  limited-liability  company,
partnership,  firm, joint venture,  association.  joint-stock company, trust, or
other entity or organization, includlng a government or political subdivision or
an agency or instrumentality thereof.

1.16 "Product" DML Marketing  Corp.  company  spotlight  customized with clients
information.

l.17 DML Marketing Corp. Marks" means the names, trademarks graphics and service
marks of DML Marketing Corp. and its affiliates.

1.18 DML Marketing Corp Product" means the internet product(s) and any generally
released upgrades of said products as described in Schedule 1.

1.19 DML  Marketing  Cop.  Server"  means a web server  located at DML Marketing
Corp.  offices,  or a third party site,  selected by DML Marketing  Corp. In its
sole discretion.

1.20 DML  Marketing  Corp.  internet  site" means the  internet  sites owned and
operated DML Marketing Corp. and any related mirror site.

1.21 DML  Marketing  Corp.  means,  collectively,  DML Marketing  Corp.  and tts
affiliates as of the date of determination.

1.22 "Visitors" means all persons that access DML Marketing Corp, internet site.

1.23 Rules of Construction. As used in this Agreement, all terms in the singular
shall be deemed to include  the  plural,  and vice  versa,  as the  context  may
require.  The words,  "herein,"  "hereof"  and  "hereunder"  and other  words of
similar  import refer to this  agreement as a whole,  including the exhibits and
scheduleles   hereto,  as  the  same  may  from  time  to  time  be  amended  or
supplemented.  The word  "including"  when  used  herein is not  intended  to be
exclusive,  or to  limit  the  generality  of the  preceding  words,  and  means
"including, without limitation".

2. TERMS

2.1  "Initial  Terms" the initial  terms of this  agreement  will take effect on
April 15,2003 (the "launch date") and will terminate April 14, 2004.

2.2 "Renewal"  Unless  client gives the other party  written  notice prior to no
renewal will be available.

2.3  Termination of this agreement at any time sole  discretion of DML Marketing
Corporation with understandlng  that DML Marketing  Corporation relies upon Good
Business Practices.

3. PRODUCT AND SERVICES

3.0 Assist CHAMPIONLYTE HOLDINGS, INC. to: Disseminate information pursuant to
its obligations under the Exchange Act in compliance with the restrictions on
dissemination of material inside information contained in proposed Regulation
FD, current Sections 20 and 21A thereof, and in compliance with the requirements
of Section 17(b) of the Securities Act:

Subject to full compliance with the requirements of Section 17(b) of the
Securities Act, to the extent applicable, distribute information concerning
CHAMPIONLYTE HOLDINGS, INC. in periodicals and newsletters distributed to
subscribers sophisticated in financial and securities matters.

3.1  "Product"  DML  Marketing  Corp shall provide the service for the client to
display corporate information on

<PAGE>

                                                                    Page 3 o f 5

CHAMPIONLYTE HOLDINGS, INC. internet property.

3.2 "Delivery and Acceptance" Within seven days of delivery and demonstration by
DML Marketing Corp. of each  co-product,  client will (a) provide written notice
of  acceptance  or (b) provide  written  notice of rejection  setting forth each
material  defect in the  co-branded  product.  Failure by client to deliver such
notice within seven days shall constitute acceptance of the product.

3.3 "New Products"  >From time to time, DML Marketing  Corp.  shall offer client
additional  products.  In the  event  that  client  wishes to also use these new
products,  the new products will be added via a written amendment to the product
definition  in Schedule 1 and shall be subject to the same terms and  conditions
of this agreement, including the delivery and acceptance terms listed in Section
3.2,  With respect to delivery  and  acceptance,  however,  client may decide to
reject  any such new  product,  but in so doing  client may only  terminate  the
agreement  with respect to that  particular  new product and not with respect to
the entire  agreement or with respect to previously added new products which had
already been accepted.

3.4 "Licenses" DML Marketing  Corp.  hereby grants client,  during the term, the
worldwlde,  non-exclusive,  not-transferable  right,  subject  to the  terms and
conditions  of this  agreement,  to use DML  Marketing  Corp.  name and links in
correspondence and releases.

3.5  "Withdrawal of a Service" DML Marketing Corp. may cancel all or part of the
product at anytime and at their sole discretion.  Termination will also occur if
the provision of all or part of that product:

(a) Becomes the subject of a claim that such  services  infringe  the  ownership
rights of any third person or that DML Marketing  Corp.  otherwise does not have
the right to permit others to use such services.

(b) depends on an agreement  between a DML  Marketing  Corp.  group member and a
third person,  and that  agreement is modified or  terminated  for any reason on
breached by the third person and as a result DML  Marketing  Corp.  is unable to
continue to provide all or part of the product upon terms reasonably  acceptable
to the client.

c) becomes illegal or contrary to any applicable Law.

3.6) DML Marketing Corp. agrees, under the terms of the contract, to add clients
corporate  information  to internet  properties and any co-branded or mirror web
sites for the time frame  specified in schedule  2.1. DML Marketing  Corp.  also
agrees to provide a private e-mail to a minimum of 3,500,000  opt-in members and
will have sole  discretion  to license  this right to other  partners  and other
branded or co-branded web sites for additional exposure.

a) Client understands that web traffic is a variable
number and agrees that DML Marketing Corp. possess full rights to the promotion
of any and all Internet properties.

b) DML Marketing Corp. agrees not to distribute unsolicited email.

4. CLIENT OBLIGATIONS

4.1  "Development  Assistance"  Client shall  provide DML Marketing  Corp.  with
reliable  corporate  information and contacts  regarding  client's bussiness and
client's  stock  in  order  to  facilitate  DML  Marketing  Corp.'s  obligations
hereunder.

4.2 Client shall provide information that is legally allowable under all SEC and
other government law in regards to statements made.

5. PROMOTION AND BRANDING

5.1  "Promotion"  Client shall  understand DML Marketing Corp. may license other
internet properties to display clients corporate information.

5.2 DML  Marketing  Corp.  shall allow all visitors to it's  internet  property,
mirror sites and co-branded sites FREE access to corporate information.

6. LIABILITY

<PAGE>

                                                                     Page 4 of 5

6.1 Client understends that DML Marketing Corp. makes no warranties on result of
said product.

6.2 Client relieves DML Marketing Corp.  from any losses,  damages,  monetary or
otherwise that may occur due to the content of company profile.

6.3 DML Marketing  Corp warrants and  represents  that it will make no knowingly
false claims or misleading  statements on behalf of client; DML Marketing Corp.,
not the client will be responsible  for any knowingly false claims or misleading
statements made on behalf of the client.

7.RECOMMENDATIONS

7.1 Client understands that the publishers of DML Marketing Corp. are not broker
dealers or registered  investment advisors and are not acting in any way to make
recommendations to the purchase of sale of any security.

7.2 Client  understands  that DML Marketing  Corp.  will make no offer to buy or
sell securities.

7.3 DML Marketing  Corp.  will  recommend  that any  visitor/member  considering
trading  or  investing  in  said  security  do so  only  after  speaking  with a
stockbroker or registered financial advisor.

7.4 DML  Marketing  Corp.  agrees that since  ChampionLyte  Products,  Inc. is a
'Fully Reporting Company' as that term is commonly defined and therefore subject
to the 1933 and 1934  Securities  Acts as amended (the  "acts"),  DML  Marketing
Corp. shall adhere to any and all applicable  state and federal  securities laws
as it relates to the  dislosures  as it  relates to its  compensation  under the
Agreement.

7.5 DML  Marketing  Corp.  understands  that this  agreement is being drafted in
light  of  recent   regulatory   emphasis  on  investor   relations,   corporate
communications  and to ensure  compliance to such rules and  regulations as they
may occur or may change in the futures and to protect both DML  Marketing  Corp.
as well as the Company.

7.6 DML Marketing  Corp.  further  agrees that none of its officers,  directors,
principals,  affiliates  or  sub-contractors  have been  convicted of any local,
state or federal offense of a securities  nature or any felony conviction or are
currently  or have been the  subject of any  regulatory  investigation,  whether
actions or  charges  have been  brought  except as  disclosed  in writing to the
company.

7.7 The  Company  represents  that  any  equity  based  compensation  under  the
Agreement  is not and shall not be the result of issuance  of shares  under Form
S-8 or other similar registration and that such compensation has been fully paid
and is non-assessable.

7.8 Both DML Marketing  Corp. and the Company agree that all such amendments and
modifications  to the Agreement  shall be done in writing and no oral amendments
shall be binding upon either DML Marketing Corp. or the Company.

8.FEES

8.1 Fees for the service will be 1,000,000 free trading CHAMPIONLYTE HOLDINGS,
INC. (CPLY) shares delivered prior to the launch date (2.1)

8.2 Client understands that fees are non-refundable and binding upon signature.

8.3 DML  Marketing  Corp.  will make full  disclosure  of payment from client in
accordance with the requirements of the U.S.  Securities and Exchange Commission
at all times.

By signing this agreement you are acknowledging  that you have read and agree to
all the terms and conditions above.

Company Name: CHAMPIONLYTE HOLDINGS, INC.

Ticker Symbol: CPLY

Address:

<PAGE>


Championlyte Holdings, Inc.
1356 NW Boca Raton Blvd.
Boca Raton, FL  32432

/s/ David Goldberg
-------------------------

      Signature

Representing Championlyte Holdings, Inc.

/s/ Donna M. Levy
--------------------------

      Signature

Representing DML Marketing Corp.

------------------------------