April 4, 2003

ChampionLyte Holdings, Inc.
2999 Northeast 191st Street, Penthouse Two
Aventura, Florida, 33180

Re: Issuance & Exchange Agreement

To Whom it may concern:

This letter shall memorialize our oral understandings regarding the issuance and
subsequent registration of shares by ChampionLyte Holdings, Inc. (the "Company")
to and on behalf of ChampionLyte Asset Acquisition Corp. ("CLAA").

WHEREAS  the  Company  engaged a number of  corporate  communication  firms (the
"Firms")  to  disseminate  the  Company's  news  and  information  to  potential
investors and;

WHEREAS  the   compensation  to  these  Firms  require  the  Company  to  tender
unrestricted shares of common stock and;

WHEREAS thc Company does not have any capacity to issue  unrestricted  shares in
the absence of an effective registration statement and;

WHEREAS CLAA and its investors own  convertible  preferred  stock in the Company
that converts into unrestricted shares of the Company's common stock and;

WHEREAS  CLAA and its  investors  will agree to use its  shares to  fulfill  the
Company's  obligations under the Agreements with the Firms and the Company shall
exchange  such shares for newly  issued  shares of the  Company's  common  stock
subject to the terms and conditions contained herein;

THEREFORE the Company and CLAA have agreed as follows:

     1.   CLAA will convert  such  preferred  shares as  necessary  into 500,000
          shares of  unrestricted  common stock of the Company for its Agreement
          with Liberty Consulting International, Inc., and Josh Ader.

     2.   CLAA will convert  such  preferred  shares as  necessary  into 600,000
          shares of unrestrictcd  common stock of the Company for its Agreement
          with Momentum Traders Network, Inc., and Mark Malone.

     3.   In  consideration  for  this  the  Company  agrees  to  issue  to CLAA
          1,30O,OOO  shares of restricted  common stock which the Company agrees
          shall be  registered  on an SB-2  Registration  Statement  to bc filed
          within 90 days of the date of this Agreement.

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This Letter  Agreement  constitutes  the entire  Agreement  between CLAA and the
Company and shall not be modified unless such modification occurs in writing and
is acccptcd by both CLAA and the Company.

Agreed and Accepted this 4th day of April, 2003

By:

CHAMPIONLYTE HOLDINGS, INC.


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


CHAMPIONLYTE ASSET ACQUISITION CORP.

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

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                       CHAMPIONLYTE ASSET ACQUISITION LLC
                           2999 N.E. 191ST Street, PH2
                               Aventura, FL 33180
                                Tel. 305-936-1775
                                Fax: 305-932-3697

November 15, 2003

David Goldberg
President
Championlyte Holdings, Inc.
2999 N.E. 191st Street, PH2
Aventura, FL 33180

Re:  Amendment

Dear Mr. Goldberg:

This letter shall serve to memorialize  the oral amendment to that certain April
4, 2003 agreement (the "Agreement") between Championlyte Asset Acquisition,  LLC
("CLAA") and Championlyte Holdings,  Inc. f/k/a Championlyte Products, Inc. (the
"Company")  whereby  the  shares  to be issued  to CLAA  under  Section 3 of the
Agreement were increased from 1,300,000 to 1,500,000.

Please sign below to acknowledge your agreement of the terms contained
herein.

Sincerely,

/s/ Alyce Schreiber

Alyce Schreiber
President

AGREED AND ACKNOWLEDGED, this 15th day of November, 2003.

CHAMPIONLYTE HOLDINGS, INC.

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