THIS NOTE AND THE STOCK INTO WHICH IT IS  CONVERTIBLE  HAVE NOT BEEN  REGISTERED
UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  OF THE UNITED STATES OF AMERICA
(THE "ACT") OR THE  SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES  ("STATE
ACT").  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND MAY NOT BE OFFERED, SOLD,
PLEDGED,   HYPOTHECATED,   OR  OTHERWISE  TRANSFERRED  FOR  VALUE,  DIRECTLY  OR
INDIRECTLY,  IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
AND  COMPLIANCE  WITH  APPLICABLE  STATE ACTS, OR PURSUANT TO AN EXEMPTION  FROM
REGISTRATION  UNDER THE ACT AND UNDER APPLICABLE STATE ACTS, THE AVAILABILITY OF
WHICH  ARE  ESTABLISHED  BY  MEANS  OF AN  OPINION  TO SUCH  EFFECT  IN FORM AND
SUBSTANCE SATISFACTORY TO THE COMPANY AND RENDERED BY LEGAL COUNSEL SATISFACTORY
TO THE COMPANY.

                           CHAMPIONLYTE PRODUCTS, INC.

                    SERIES A 6.5% CONVERTIBLE PROMISSORY NOTE

$250,000.00                                                  BOCA RATON, FLORIDA
                                                             JANUARY 7, 2003

1.       Promise  to Pay.  FOR VALUE  RECEIVED,  CHAMPIONLYTE  PRODUCTS,  INC, a
         Florida corporation (the "Company") promises to pay, in lawful money of
         the United States of America,  to the order of ADVANTAGE FUND I, LLC or
         assignee (the "Holder"),  at Boca Raton, Florida or at such other place
         as Holder shall from time to time direct, on or before January 6, 2004,
         the  principal  amount  of Two  Fifty  Thousand  Dollars  and no  cents
         ($250,000.00)  plus interest on the unpaid principal balance thereof at
         a rate of Six and one-half percent (6.5%) per year from the date hereof
         until  paid in full.  Interest  on this  note  shall be  computed  on a
         365/365 simple  interest  basis,  that is, by applying the ratio of the
         annual  interest  rate  by  the  number  of  days  in the  year  times,
         outstanding  principal balance times the actual number of days that the
         principal   balance  is   outstanding.   This  Note  shall  be  payable
         interest-only,  in arrears,  on the last day of each  calendar  months,
         commencing upon the first such date subsequent to the date of execution
         hereof,   and  due  and  payable  in  full,   principal  and  interest,
         twenty-four  months from the date hereof.  At the option of the Holder,
         the  interest  payable may be paid in cash or  convertible  into common
         stock in accordance with Section 3.  Conversion.  All payments shall be
         applied  first to  accrued,  unpaid  interest,  next to any  collection
         costs,  and the remainder  against  principal.  This note may be not be
         redeemed  by the  Company  prior to its due date  without  the  express
         permission  of the  Holder.  This Note is one of a series of  identical
         notes,  except to  principal  amount  and due date  (collectively,  the
         "Notes").

2.       Default.  The  Company  shall be in  default  under  this Note upon the
         occurrence of any of the following events:

         2.1      The Company  fails to timely  perform  any of its  obligations
                  under,  or otherwise  breaches any  covenants or warranties of
                  this Note;

         2.2      Any statement, representation, or warranty made by the Company
                  or its  agents to  Holder  shall  prove to have been  false or
                  materially misleading when made; and/or,

         2.3      The  Company  shall  become  insolvent,  or unable to meet its
                  obligations  as they  become  due, or shall file or have filed
                  against it, voluntarily or involuntarily, a petition under the
                  United States  Bankruptcy  Code or shall procure or suffer the
                  appointment of a receiver for any  substantial  portion of its
                  properties,  or  shall  make  an  assignment  for  benefit  of
                  creditors,  or shall  initiate or have  initiated  against it,
                  voluntarily or involuntarily, any act, process, or proceedings
                  under any insolvency law or other statute or law providing for
                  the modifications or adjustment of the rights of creditors.

         UPON ANY  EVENT OF  DEFAULT,  HOLDER  MAY  DECLARE  THE  ENTIRE  UNPAID
         PRINCIPAL  BALANCE  OF  THIS  NOTE  AND  ALL  ACCRUED  UNPAID  INTEREST
         IMMEDIATELY  DUE,  WITHOUT  NOTICE,  AND THE COMPANY AGREES TO PAY SUCH
         AMOUNT IMMEDIATELY IN SUCH EVENT. IN THE EVENT OF DEFAULT,  THE COMPANY


                                       1
<PAGE>

         AGREES TO PAY ALL OF HOLDER'S COSTS OF COLLECTION, INCLUDING ATTORNEY'S
         FEES; THIS SHALL INCLUDE LEGAL EXPENSES FOR THE BANKRUPTCY  PROCEEDINGS
         OR INSOLVENCY  PROCEEDINGS  (INCLUDING  EFFORTS TO MODIFY OR VACATE ANY
         AUTOMATIC STAY OR  INJUNCTION),  COURT COSTS,  APPEALS,  POST-JUDGEMENT
         COLLECTION  EXPENSES AND ANY OTHER AMOUNT  PROVIDED BY LAW. THE PARTIES
         INTEND  THIS  PROVISION  TO BE  GIVEN  THE  MOST  LIBERAL  CONSTRUCTION
         POSSIBLE  AND TO  APPLY  TO  ANY  CIRCUMSTANCES  IN  WHICH  SUCH  PARTY
         REASONABLY  INCURS  EXPENSES.  NO DELAY OR  OMISSION ON THE PART OF ANY
         HOLDER  HEREOF IN  EXERCISING  ANY RIGHT OR OPTION HEREIN GIVEN TO SUCH
         HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE  CONSIDERED  AS A WAIVER
         THEREOF OR  ACQUIESCENCE IN ANY DEFAULT  HEREUNDER.  THE COMPANY HEREBY
         WAIVES ANY APPLICABLE  STATUtE OF LIMITATIONS, PRESENTMENT,  DEMAND FOR
         PAYMENT, PROTEST AND NOTICE OF DISHONOR.

3.       Conversion.  The Holder  shall have  conversion  rights as follows (the
         "Conversion Rights"):

         3.1      Right To Convert.  Subject to subsection  3.3, this Note shall
                  be  convertible,  in whole or in part,  at the  option  of the
                  Holder,  at any time after the date of  issuance of this Note,
                  and  from  time  to  time  thereafter,  at the  office  of the
                  Company,  into such  number of fully  paid and  non-assessable
                  shares of Common  Stock of the  Company  as is  determined  as
                  follows:

                           The Conversion  Price per share shall be equal to the
                           lesser of (1) the  average of the lowest of three day
                           trading   prices   during  the  five   trading   days
                           immediately  prior to the Conversion  Date multiplied
                           by .80, or (2) the average of the lowest of three day
                           trading   prices   during  the  five   trading   days
                           immediately prior to the funding date(s).

         3.2      Mechanics of  Conversion.  Before  Holder shall be entitled to
                  convert this Note, in whole or in part,  into shares of Common
                  Stock,  he shall  surrender  this  Note at the  office  of the
                  Company,  and  shall  give  written  notice in  person,  or by
                  facsimile,  mail,  postage  prepaid,  to  the  Company  at its
                  principal  corporate  office,  of Holder's election to convert
                  the Note and shall state  therein the portion of the principal
                  amount  of the Note to be  converted  and the name or names in
                  which the  certificate  or  certificates  for shares of Common
                  Stock are to be issued, the address of such persons to be used
                  for  record   purposes,   and  the  address(s)  to  which  the
                  certificate(s)  should  be  delivered  if  different  from the
                  record  address.  Such notice shall be on the form attached to
                  this  Note  as  Exhibit  `A'.  The  Company  shall  as soon as
                  practicable thereafter, issue and deliver to Holder, or to the
                  nominee or nominees of Holder,  a certificate or  certificates
                  for the number of shares of Common Stock to which Holder shall
                  be entitled as aforesaid  and, if less than the full principal
                  amount of the note is converted,  a new Note  representing the
                  uncoverted  balance  which remains  outstanding.  Any interest
                  accrued but unpaid on the converted  portion of the Note shall
                  be paid upon  conversion;  any interest  accrued but unpaid on
                  the  non-converted  portion  of the Note  shall be paid in due
                  course under the replacement  Note.  Such conversion  shall be
                  deemed  to have been  made  immediately  prior to the close of
                  business  on the  date of  such  surrender  of the  Note to be
                  converted,  and the person or persons  entitled to receive the
                  shares of Common Stock issuable upon such conversion  shall be
                  treated for all  purposes  as the record  holder or holders of
                  such shares of Common Stock as of such date.

         3.3      No  Impairment.  The  Company  will not, by  amendment  of its
                  Articles  of  Incorporation  or  through  any  reorganization,
                  recapitalization,  transfer of assets, consolidation,  merger,
                  dissolution,   issue  or  sale  of  securities  or  any  other
                  voluntary  action,  avoid or seek to avoid the  observance  or
                  performance  of any of the terms to be observed  or  performed
                  hereunder by the Company,  but will at all times in good faith
                  assist  in the  carrying  out of all  the  provisions  of this
                  Section  3 and in the  taking  of all  such  action  as may be
                  necessary or  appropriate  in order to protect the  Conversion
                  Rights of the Holder against impairment

         3.4      No Fractional  Shares and  Certificates  as to Conversion.  No
                  fractional shares shall be issued upon conversion of the Note,
                  and the number of shares of Common Stock to be issued shall be
                  rounded to the nearest whole share.


                                       2
<PAGE>

         3.5      Notices  of Record  Date.  In the  event of any  taking by the
                  Company of a record of the holders of any class of  securities
                  for the purpose of  determining  the  holders  thereof who are
                  entitled to receive any  dividend or other  distribution,  any
                  right to  subscribe  for,  purchase or  otherwise  acquire any
                  shares  of  stock  of any  class or any  other  securities  or
                  property,  or to receive any other  right,  the Company  shall
                  mail to Holder,  at least 20 days prior to the date  specified
                  therein, a notice specifying the date on which any such record
                  is to be taken for the purpose of such dividend, distribution,
                  or right,  and the  amount  and  character  of such  dividend,
                  distribution,  or right.  In the case of rights to acquire any
                  shares of stock or any other class of  securities or property,
                  Company shall grant to Holder the same rights as if the Holder
                  had converted his Note upon the Record Date.

         3.6      Reservation  of Stock  Issuable Upon  Conversion.  The Company
                  shall  at all  times  reserve  and keep  available  out of its
                  authorized but unissued  shares of Common Stock solely for the
                  purpose of effecting  the  conversion of the Notes such number
                  of  shares  of  Common  Stock  as shall  from  time to time be
                  sufficient to effect the conversion of all outstanding  Notes;
                  and if at any time  the  number  of  authorized  but  unissued
                  shares of Common Stock shall not be  sufficient  to effect the
                  conversion of all then-outstanding  Notes, in addition to such
                  other  remedies  as  shall be  available  to the  Holder,  the
                  Company will take such corporate action as may, in the opinion
                  of its counsel,  be necessary to increase its  authorized  but
                  unissued  shares of Common  Stock to such  number of shares as
                  shall be sufficient for such purposes.

         3.7      Notices. Any notice required by the provisions of this Section
                  3 to be given to the Holder shall be deemed given if deposited
                  in the United  States  mail,  postage  prepaid and  certified,
                  return receipt  requested and addressed to Holder of record at
                  his address appearing on the books of the Company.

4.       Redemption.  The Company, may not redeem this Note at any time prior to
         the maturity date.

5.       Assignment.  Subject to the restrictions on transfer herein, the Holder
         may  transfer  this Note in whole or in part,  in the event of  partial
         transfer(s),  the  Company  will  exchange  this  Note for new Notes as
         instructed  by  the  Holder  equal  to  the  total  of  this  Note,  by
         endorsement  (by  the  Holder  of  this  Note  executing  the  form  of
         assignment  attached to this Note as Exhibit  `B') and  delivery in the
         same manner as any negotiable  instrument  transferable  by endorsement
         and delivery.  Until this Note is transferred on the Company books, the
         Company may treat the  registered  Holder of this Note as the  absolute
         owner  of this  Note  for  all  purposes,  despite  any  notice  to the
         contrary.  The Company's  obligations  hereunder may not be transferred
         without  prior written  consent of the Holder;  any attempt to transfer
         without consent shall be void ab initio.

6.       Restrictions  on  Transfer.  This Note and the stock  into  which it is
         convertible  have not been registered under the Securities act of 1933,
         as  amended,  of the  United  States  of  America  (the  "Act")  or the
         securities  laws of any sTate of the United States ("State Act").  This
         Note and the stock into which it is convertible  have been acquired for
         investment  and not with a view to, or in connection  with, the sale or
         distribution   thereof,   and  may  not  be  offered,   sold,  pledged,
         hypothecated   or  otherwise   transferred   for   value   directly  or
         indirectly, in the absence of an effective registration statement under
         the Act and compliance  with  applicable  State Acts, or pursuant to an
         exemption from  registration  under the Act and under  applicable State
         Acts, the  availability of which are established by means of an opinion
         to such effect  in form  and substance  satisfactory to the Company and
         rendered by legal counsel satisfactory to the Company. The certificates
         representing the shares into which this Note is convertible  shall bear
         the foregoing legend.

7.       Registration of Underlying  Stock & Penalties.  The Company agrees that
         within  thirty days of the date of this Note,  the Company shall file a
         registration  statement with the Securities and Exchange  Commission on
         Form SB-2,  or shall amend its present SB-2  registration  statement to
         register  250% of the then shares to be issued upon  conversion  of the
         Notes.  A copy of this  Registration  Statement  is attached  hereto as
         Exhibit `C'. The  registration  statement shall call for, amongst other
         items more fully described therein, the Company to use its best efforts
         to have such registration  statement declared effective at the earliest
         possible  time.  Should  such  registration  statement  not  be  deemed
         effective  within one hundred  twenty days from the date of the date of
         the funding of the Note, the


                                       3
<PAGE>

         Company  shall pay a penalty to the Holder in an amount  equal to 2% of
         the principal balance and any and all accrued interest then outstanding
         per month or any part  thereof,  until  such  time as the  registration
         statement  is  declared   effective.   Company   agrees  to  keep  such
         registration statement effective until the maturity of the Note. Should
         there come a time when the number of shares  that have been  registered
         is less  than 200% of the  total  number  of  shares to be issued  upon
         conversion,  the Company  agrees  that it will amend such  registration
         statement  such that a minimum of 200% of the shares to be issued  upon
         conversion are on such registration statement.

8.       Replacement.  On receipt of  evidence  reasonably  satisfactory  to the
         Company of the loss, theft, destruction or mutilation of this Note and,
         in the event of such occurrence,  on delivery of an indemnity agreement
         or bond  reasonably  satisfactory in form and amount to the Company or,
         in the case of mutilation,  on surrender and cancellation of this Note,
         the Company at its expense will  execute and  deliver,  in lieu of this
         Note, a new Note of like tenor.  On surrender of this Note for exchange
         and  subject  to the  provisions  of this Note on  compliance  with the
         Securities  Act,  the  Company,  at its expense will issue to or on the
         order of the Holder of this Note a new Note or Notes of like tenor,  in
         the name of that  Holder or as that Holder (on payment by the Holder of
         any applicable  transfer taxes) may direct, in the same total principal
         amount as this Note.

9.       Appointment of Agent.  The Company may, on written notice to the Holder
         of this Note, appoint an agent for the purposes of issuing Common Stock
         or other  securities on the conversion of this Note and of replacing or
         exchanging  this  Note;  and after  that  appointment  occurs  any such
         issuance, replacement, or exchange shall be made at that office by that
         agent.

10.      Miscellaneous.

         10.1     Amendment. No supplement,  modification,  or amendment of this
                  Note shall be binding  unless  executed  in writing by all the
                  parties hereto.

         10.2     Waiver.  No waiver of any of the provisions of this Note shall
                  be  deemed,  or  shall  constitute,  a  waiver  of  any  other
                  provision,  whether  or not  similar,  nor  shall  any  waiver
                  constitute  a  continuing  waiver.  No waiver shall be binding
                  unless  executed  in writing by the party  making the  waiver.
                  Neither the acceptance of any partial or delinquent payment by
                  the Holder nor the  Holder's  failure to  exercise  any of its
                  rights or remedies on default by the Company shall be a waiver
                  by the Holder of any default or the Company  obligations under
                  this  Note,  or a  waiver  of any  subsequent  default  by the
                  Company.

         10.3     Timeliness.  Time is of the  essence of this Note and each and
                  all of its provisions.

         10.4     Notices. Notices given under this Note shall be in writing and
                  shall be delivered personally, by messenger, by certified U.S.
                  mail,  return  receipt  requested,  or by a  common  overnight
                  carrier  delivery  service.  Notices shall be deemed  received
                  upon  receipt  of  same.  Notices  to  the  Company  shall  be
                  addressed to 1356 N.W. Boca Raton Blvd., Boca Raton, FL 33432.
                  Notices  to the  Holder  shall be  directed  to  Holder at the
                  Holder's address of record on the Company's books. A party may
                  change its address for notice by giving  written notice to the
                  other party in accordance with this Section.

         10.5     Governing  Law and  Venue.  This Note  shall be  construed  in
                  accordance  with,  and  governed  by, the laws of the State of
                  Florida, and any action or proceeding,  including arbitration,
                  brought by any party in which this Note is a subject  shall be
                  brought in Florida


                                       4
<PAGE>

         10.6     Effect of Headings.  The headings of the sections of this Note
                  are included for purposes of  convenience  only, and shall not
                  affect  the  construction  or  interpretation  of  any  of its
                  provisions.

         10.7     Invalidity. Any provision of this Note which is invalid, void,
                  or illegal,  shall not affect, impair, or invalidate any other
                  provision of this Note, and such other provisions of this Note
                  shall remain in full force and effect.

         10.8     Professional Fees and Costs. If any legal or equitable action,
                  arbitration, or other proceeding,  whether on the merits or on
                  motion, are brought or undertaken,  or an attorney is retained
                  to  enforce  this Note,  or  because  of an  alleged  dispute,
                  breach,  default, or  misrepresentation in connection with any
                  of the  provisions  of  this  Note,  then  the  successful  or
                  prevailing  party or parties in such undertaking (or the party
                  that  would  prevail  if an  action  were  brought)  shall  be
                  entitled  to  recover  reasonable  attorney's  fees and  other
                  professional  fees and other costs  incurred  in such  action,
                  proceeding or discussions,  in addition to any other relief to
                  which such party would be  entitled.  The parties  intend this
                  provision be given the most liberal construction  possible and
                  to apply to any  circumstances  in which such party reasonably
                  incurs expenses.

                                                 ChampionLyte Products, Inc.

                                                 By: /s/ Marshall Kanner
                                                 Interim Chief Operating Officer


                                       5
<PAGE>

                                   EXHIBIT `A'

                                CONVERSION NOTICE

TO:      ChampionLyte Products, Inc.
         1356 N.W. Boca Raton Blvd.
         Boca Raton, FL 33432
         Attn:    Corporate Secretary

                  The  undersigned  owner  of this  6.5%  Convertible  Note  due
January  6, 2004  (the  "Note")  issued  by  ChampionLyte  Products,  Inc.  (the
"Company")  hereby  irrevocably  exercises  its  option to  convert  $__________
Principal  Amount of the Note into shares of Common Stock in accordance with the
terms of the Note. The undersigned  hereby  instructs the Company to convert the
portion of the Note specified above into  ______________  shares of Common Stock
Issued at Conversion in accordance with the provisions of Article 3 of the Note.
Attached hereto is the  undersigned's  calculation for the Conversion Price. The
undersigned directs that the Common Stock and certificates therefore deliverable
upon conversion, the Note reissued in the Principal Amount not being surrendered
for conversion hereby,  together with any check in payment for fractional Common
Stock, be registered in the name of and/or delivered to the undersigned unless a
different  name has been indicated  below.  All  capitalized  terms used and not
defined  herein have the respective  meanings  assigned to them in the Note. The
conversion pursuant hereto shall be deemed to have been effected at the date and
time specified below, and at such time the rights of the undersigned as a Holder
of the  Principal  Amount of the Note set forth above shall cease and the Person
or Persons in whose name or names the Common Stock Issued at Conversion shall be
registered shall be deemed to have become the holder or holders of record of the
Common  Shares  represented  thereby and all voting and other rights  associated
with the beneficial ownership of such Common Shares shall at such time vest with
such Person or Persons.

Date and time:

                                              ---------------------------------
                                              Signature

Fill in for registration of Note:

Please print name and address
(including ZIP code number):

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

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

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


                                       6
<PAGE>


                                   EXHIBIT 'B'

                                 ASSIGNMENT FORM

TO:      ChampionLyte Products, Inc.
         1356 N.W. Boca Raton Blvd.
         Boca Raton, FL 33432
         Attn:    Corporate Secretary

The  undersigned  owner of this 6.5%  Convertible  Note due January 6, 2004 (the
"Note") issued by ChampionLyte Products, Inc. (the "Company") hereby irrevocably
assigns its  rights,  title and  ownership  in $ of the Note,  inclusive  of all
principal  and pro-rata  interest,  to the party more fully  described  below in
accordance  with Section 5 of the Note.  Accordingly,  the  undersigned  directs
that, if the Assignment is for less than the outstanding principal amount of the
Note that it be  reissued  in the  Principal  Amount not being  surrendered  for
assignment  hereby,  to the undersigned with the amount being assigned  reissued
for the amount  being  assigned  hereunder  to the name that has been  indicated
below.  All  capitalized  terms used and not defined  herein have the respective
meanings  assigned to them in the Note. The Assignment  pursuant hereto shall be
deemed to have been effected at the date and time specified  below,  and at such
time the rights of the  undersigned  as a Holder of the principal  Amount of the
Note  amount  herein  assigned,  set forth  above  shall cease and the Person or
Persons  indicated below shall be deemed to have become the holder or holders of
record of any or all of the Note  assigned  herein and shall have all voting and
other rights  associated with the beneficial  ownership of the Note and shall at
such time vest with such Person or Persons.

Date and time:

                                              ---------------------------------
                                              Signature

         Fill in for registration of Note:

Please print name and address (including ZIP code number, and social security or
tax identification number):

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

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

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

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


<PAGE>


           AMENDMENT TO THE SERIES A 6.5% CONVERTIBLE PROMISSORY NOTE

         This Amendment to the Series A 6.5%  Convertible  Promissory Note dated
July 3, 2003 between Championlyte  Holdings,  Inc. (f/k/a Championlyte Products,
Inc.), ("Championlyte") and Advantage Fund I, LLC ("Advantage Fund").

                                    RECITALS:

         A.  WHEREAS,  the  parties  entered  into a Series  A 6.5%  Convertible
Promissory Note dated January 7, 2003, ("Note"),  whereby Championlyte agreed to
pay to Advantage the principal sum of $250,000 plus interest as set forth in the
Note on or before January 6, 2003.

         B. WHEREAS,  the parties to the Agreement  desire to amend the terms of
the Agreement as set forth herein.

         NOW,  THEREFORE,  in consideration of the mutual promises  contained in
this  Amendment  and  other  valuable  consideration,  the  receipt  of which is
acknowledged, the parties to this Agreement agree as follows:

1.       PROMISE TO PAY:  The parties  agree to amend this Note to increase  the
         amount to be paid by  Championlyte  to  Advantage  to  $350,000  and to
         extend the due date for such payment until December 31, 2004.

2.       CONSIDERATION:  In consideration  for the extension of the due date set
         forth above,  Championlyte will allow Advantage  to place a lien on the
         capital stock and assets of  Championlyte  Beverages,  Inc., the wholly
         owned subsidiary of Championlyte.

3.       FULL FORCE OF AGREEMENT: All representations,  covenants and warranties
         as well as all  other  conditions  and  obligations  set  forth  in the
         Agreement shall remain in full force and effect.

         IN WITNESS  WHEREOF,  the  corporate  parties  hereto  have caused this
Agreement to be executed by their respective officers, hereunto duly authorized,
and entered into as of the date first above written.

ATTEST:                                     CHAMPIONLYTE HOLDINGS, INC.
                                            F/K/A CHAMPIONLYTE PRODUCTS, INC.
/s/                                         By: /s/ David Goldberg
-----------------------
                                                              DAVID GOLDBERG
                                                              President


ATTEST:                                     ADVANTAGE FUND I, LLC

/s/                                         By: Alyce Schreiber
-----------------------                     ALYCE SCHREIBER, President

<PAGE>

               Second Amendment to the Series A 6.5% Convertible
                                Promissory Note

         This Second Amendment to the Series A 6.5% Convertible  Promissory Note
dated January 7, 2003 and amended on July 3, 2003 between Championlyte Holdings,
Inc. (f/k/a Championlyte Products, Inc.), ("Championlyte") and Advantage Fund I,
LLC ("Advantage").

                                   RECITALS:
                                   ---------

         A.       WHEREAS,  the parties entered into a Series A 6.5% Convertible
                  Promissory  Note  dated  January 7,  2003,  ("Note"),  whereby
                  Championlyte  agreed to pay to Advantage  the principal sum of
                  $250,000  plus  interest as set forth in the Note on or before
                  January 6, 2003 and  whereas  the parties  then  entered  into
                  amendment of the Note dated July 3, 2003 (the "Amended Note"),
                  whereby  the  Note was  increased  by  $100,000,  the due date
                  extended  until December 31, 2004 and Advantage was allowed to
                  place a lien on the capital  stock and assets of  Championlyte
                  Beverages, Inc., the wholly owned subsidiary of Championlyte.

         B.       WHEREAS,  the  parties  to the  Agreement  desire to amend the
                  terms of the Agreement as set forth herein.

         NOW,  THEREFORE,  in consideration of the mutual promises  contained in
         this Amendment and other valuable  consideration,  the receipt of which
         is acknowledged, the parties to this Agreement agree as follows:

         1.       PROMISE  TO PAY:  The  parties  agree  to amend  this  Note to
                  increase the amount to be paid by Championlyte to Advantage to
                  $400,000   and  to  extend  the  date  by  which  the  current
                  registration   on  file  with  the   Securities  and  Exchange
                  Commission needs to become effective before penalties apply to
                  180 days from execution of this amendment.

         2.       FULL FORCE OF AGREEMENT:  All  representations,  covenants and
                  warranties as well as all the conditions and  obligations  set
                  forth in the Agreement shall remain in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers, hereunto duly authorized, and entered int
as of the date first above written.

<PAGE>


ATTEST                                  CHAMPIONLYTE HOLDINGS, INC.
                                        F/K/A CHAMPIONLYTE PRODUCTS, INC.


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

ATTEST                                  ADVANTAGE FUND I, LLC

/s/                                     By: /s/ Alyce Schreiber
----------------------                     -----------------------
                                                ALYCE SCHREIBER
                                                President

<PAGE>


                                 ASSIGNMENT FORM


TO:      ChampionLyte Holdings, Inc.
         2999 NE 191st Street
         North Miami Beach, FL 33180
         Attn: Corporate Secretary


The undersigned  owner of that certain 6.5% Convertible  Note originally  issued
January 6, 2003,  amended and reissued on July 3, 2003 and October , 2003, which
is due December 31, 2004 in the principal amount of $400,000 (the "Note") issued
by ChampionLyte  Holdings,  Inc.  (formerly  ChampionLyte  Products,  Inc.) (the
"Company")  hereby  irrevocably  assigns  its  rights,  title and  ownership  in
$200,000 of the  principal  amount of the Note,  exclusive of accrued  interest,
damages and  penalties,  to the party more fully  described  below in accordance
with Section 5 of the Note. Accordingly, the undersigned directs that, since the
Assignment is for less than the outstanding principal amount of the Note that it
be reissued in the Principal Amount not being surrendered for assignment hereby,
to the undersigned with the amount being assigned  reissued for the amount being
assigned  hereunder to the name that has been indicated  below.  All capitalized
terms used and not defined herein have the respective  meanings assigned to them
in the  Note.  The  Assignment  pursuant  hereto  shall be  deemed  to have been
effected at the date and time  specified  below,  and at such time the rights of
the  undersigned  as a Holder of the principal  Amount of the Note amount herein
assigned,  set forth above shall cease and the Person or Persons indicated below
shall be deemed to have  become the holder or holders of record of any or all of
the Note assigned  herein and shall have all voting and other rights  associated
with the beneficial  ownership of the Note and shall at such time vest with such
Person or Persons.

In addition, Advantage Fund I, LLC and the Company hereby agree that any and all
security  granted by the  Company  to  Advantage  Fund I, LLC and the  Assignee,
respectively,  pursuant to certain Security  Agreements entered into amongst the
parties on even date herewith shall be securitized proportionately based on each
party's respective interests in the Note, or specifically, Advantage Fund I, LLC
- 50% and Assignee - 50%.

Date: October 20, 2003

                                         ADVANTAGE FUND I, LLC


                                         /s/ Alyce Schreiber
                                         Signature: Alyce Schreiber, President

         Fill in for registration of Note:

ASSIGNEE:
---------

ALPHA CAPITAL AKTIENGESELLSCHAFT
Pradafant 7
9490 Furstentums
Vaduz, Lichtenstein
Fax: 011-42-32323196

<PAGE>

THIS NOTE AND THE STOCK INTO WHICH IT IS  CONVERTIBLE  HAVE NOT BEEN  REGISTERED
UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  OF THE UNITED STATES OF AMERICA
(THE "ACT") OR THE  SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES  ("STATE
ACT").  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OF DISTRIBUTION THEREOF, AND MAY NOT BE OFFERED, SOLD,
PLEDGED,   HYPOTHECATED,   OR  OTHERWISE  TRANSFERRED  FOR  VALUE,  DIRECTLY  OR
INDIRECTLY,  IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
AND  COMPLIANCE  WITH  APPLICABLE  STATE ACTS, OR PURSUANT TO AN EXAMPTION  FROM
REGISTRAITON  UNDER THE ACT AND UNDER APPLICABLE STATE ACTS, THE AVAILABILITY OF
WHICH  ARE  ESTABLISHED  BY  MEANS  OF AN  OPINION  TO SUCH  EFFECT  IN FORM AND
SUBSTANCE SATISFACTORY TO THE COMPANY AND RENDERED BY LEGAL COUNSEL SATISFACTORY
TO THE COMPANY.


                           CHAMPIONLYTE HOLDINGS, INC.
                 (formerly known as Championlyte Products, Inc.)
                    SERIES A 6.5% CONVERTIBLE PROMISSORY NOTE

$200,000.00                                                    Aventura, Florida
                                                                October 20, 2003

THIS PROMISSORY  NOTE REPRESENTS THE INITIAL  $200,000 OF NOTE PRINCIPAL OF THAT
CERTAIN  ORIGINAL  SERIES A 6.5%  CONVERTIBLE  PROMISSORY  NOTE IN THE PRINCIPAL
AMOUNT OF $250,000 ORIGINALLY ISSUED ON JANUARY 7, 2003 AND AMENDED JULY 3, 2003
TO INCREASE THE PRINCIPAL  AMOUNT TO $350,000,  AND FURTHER  AMENDED OCTOBER 16,
2003 TO INCREASE THE  PRINCIPAL  AMOUNT TO $400,000 AND EXTEND THE DATE BY WHICH
THE  CURRENT  REGISTRATION  STATEMENT  FILED WITH THE  SECURITIES  AND  EXCHANGE
COMMISSION  NEEDS TO BECOME  EFFECTIVE  BEFORE  PENALTIES APPLY TO 180 DAYS FROM
OCTOBER 16, 2003.


     1.   Promise to Pay. FOR VALUE RECEIVED, CHAMPIONLYTE PRODUCTS, INC, a
          Florida corporation (the "Company") promises to pay, in lawful money
          of the United States of America, to the order of Alpha Capital
          Aktiengesellschaft or assignee (the "Holder"), at Boca Raton, Florida
          or at such other place as Holder shall from time to time direct, on or
          before December 31, 2004, the principal amount of Two Hundred Thousand
          Dollars and no cents ($200,000.00) plus interest on the unpaid
          principal balance thereof at a rate of Six and one-half percent (6.5%)
          per year from the date hereof until paid in full. Interest on this
          note shall be computed on a 365/365 simple interest basis, that is, by
          applying the ratio of the annual interest rate by the number of days
          in the year times, outstanding principal balance times the actual
          number of days that the principal balance is outstanding. This Note
          shall be payable interest-only, in arrears, on the last day of each
          calendar months, commencing upon the first such date subsequent to the
          date of execution hereof, and due and payable in full, principal and
          interest, twenty-four months from the date hereof. At the option of
          the Holder, the interest payable may be paid in cash or convertible
          into common stock in accordance with Section 3. Conversion. All
          payments shall be applied first to accrued, unpaid interest, next to
          any collection costs, and the remainder against principal. This note
          may be not be redeemed by the Company prior to its due date without
          the express permission of the Holder. This Note is one of a series of
          identical notes, except to principal amount and due date
          (collectively, the "Notes").

     2.   Default.  The  Company  shall be in  default  under this Note upon the
          occurrence of any of the following events:

          2.1  The Company fails to timely perform any of its obligations under,
               or otherwise breaches any covenants or warranties of this Note;

          2.2  Any statement, representation, or warranty made by the Company or
               its agents to Holder shall prove to have been false or materially
               misleading when made; and/or,


                                       1
<PAGE>

          2.3  The  Company  shall  become  insolvent,  or  unable  to meet  its
               obligations  as they  become  due,  or shall  file or have  filed
               against it,  voluntarily or  involuntarily,  a petition under the
               United  States  Bankruptcy  Code or shall  procure  or suffer the
               appointment  of a  receiver  for any  substantial  portion of its
               properties, or shall make an assignment for benefit of creditors,
               or shall  initiate or have initiated  against it,  voluntarily or
               involuntarily,   any  act,  process,  or  proceedings  under  any
               insolvency  law  or  other  statute  or  law  providing  for  the
               modifications or adjustment of the rights of creditors.

          Upon any event of  default,  Holder  may  declare  the  entire  unpaid
          principal  balance  of this  Note  and  all  accrued  unpaid  interest
          immediately  due,  without notice,  and the Company agrees to pay such
          amount immediately in such event. In the event of default, the Company
          agrees  to  pay  all  of  Holder's  costs  of  collection,   including
          attorney's  fees; this shall include legal expenses for the bankruptcy
          proceedings or insolvency  proceedings (including efforts to modify or
          vacate  any  automatic  stay or  injunction),  court  costs,  appeals,
          post-judgement  collection  expenses and any other amount  provided by
          law.  The parties  intend this  provision to be given the most liberal
          construction  possible and to apply to any circumstances in which such
          party reasonably incurs expenses.  No delay or omission on the part of
          any Holder  hereof in  exercising  any right or option herein given to
          such Holder  shall impair such right or option or be  considered  as a
          waiver thereof or acquiescence in any default  hereunder.  The Company
          hereby  waives  any  applicable  statue of  limitations,  presentment,
          demand for payment, protest and notice of dishonor.

     3    Conversion.  The Holder shall have  conversion  rights as follows (the
          "Conversion Rights"):

          3.1  Right To Convert.  Subject to subsection  3.3, this Note shall be
               convertible, in whole or in part, at the option of the Holder, at
               any time after the date of issuance  of this Note,  and from time
               to time  thereafter,  at the  office  of the  Company,  into such
               number of fully paid and non-assessable shares of Common Stock of
               the Company as is determined as follows:

                    The Conversion  Price per share shall be equal to the lesser
                    of (1) the average of the lowest of three day trading prices
                    during  the  five  trading  days  immediately  prior  to the
                    Conversion Date multiplied by .80, or (2) the average of the
                    lowest of three day trading  prices  during the five trading
                    days immediately prior to the funding date(s).

          3.2  Mechanics  of  Conversion.  Before  Holder  shall be  entitled to
               convert  this Note,  in whole or in part,  into  shares of Common
               Stock, he shall surrender this Note at the office of the Company,
               and shall give written notice in person,  or by facsimile,  mail,
               postage  prepaid,  to  the  Company  at its  principal  corporate
               office,  of Holder's election to convert the Note and shall state
               therein  the  portion of the  principal  amount of the Note to be
               converted  and the  name or names in  which  the  certificate  or
               certificates  for shares of Common  Stock are to be  issued,  the
               address of such persons to be used for record  purposes,  and the
               address(s)  to which the  certificate(s)  should be  delivered if
               different  from the record  address.  Such notice shall be on the
               form  attached to this Note as Exhibit `A'. The Company  shall as
               soon as practicable  thereafter,  issue and deliver to Holder, or
               to  the  nominee  or  nominees  of  Holder,   a  certificate   or
               certificates  for the  number of shares of Common  Stock to which
               Holder shall be entitled as aforesaid  and, if less than the full
               principal   amount  of  the  note  is   converted,   a  new  Note
               representing  the uncoverted  balance which remains  outstanding.
               Any interest  accrued but unpaid on the converted  portion of the
               Note shall be paid upon  conversion;  any  interest  accrued  but
               unpaid on the non-converted  portion of the Note shall be paid in
               due course under the replacement  Note. Such conversion  shall be
               deemed  to have  been  made  immediately  prior  to the  close of
               business  on  the  date  of  such  surrender  of the  Note  to be
               converted,  and the person or  persons  entitled  to receive  the
               shares of Common Stock  issuable  upon such  conversion  shall be
               treated for all purposes as the record  holder or holders of such
               shares of Common Stock as of such date.

          3.3  No Impairment. The Company will not, by amendment of its Articles
               of Incorporation or through any reorganization, recapitalization,
               transfer of assets, consolidation,  merger, dissolution, issue or
               sale of securities or any other voluntary action, avoid or seek


                                       2
<PAGE>

               to avoid the  observance or performance of any of the terms to be
               observed or performed  hereunder by the Company,  but will at all
               times  in  good  faith  assist  in the  carrying  out of all  the
               provisions of this Section 3 and in the taking of all such action
               as may be  necessary  or  appropriate  in  order to  protect  the
               Conversion Rights of the Holder against impairment

          3.4  No  Fractional  Shares  and  Certificates  as to  Conversion.  No
               fractional  shares shall be issued upon  conversion  of the Note,
               and the  number of shares of Common  Stock to be issued  shall be
               rounded to the nearest whole share.

          3.5  Notices of Record Date. In the event of any taking by the Company
               of a record of the  holders  of any class of  securities  for the
               purpose of  determining  the holders  thereof who are entitled to
               receive  any  dividend  or  other  distribution,   any  right  to
               subscribe for,  purchase or otherwise acquire any shares of stock
               of any class or any other  securities or property,  or to receive
               any other right,  the Company  shall mail to Holder,  at least 20
               days prior to the date specified therein, a notice specifying the
               date on which any such  record is to be taken for the  purpose of
               such  dividend,  distribution,  or  right,  and  the  amount  and
               character of such dividend,  distribution,  or right. In the case
               of rights to acquire  any  shares of stock or any other  class of
               securities  or property,  Company  shall grant to Holder the same
               rights as if the  Holder had  converted  his Note upon the Record
               Date.

          3.6  Reservation of Stock Issuable Upon Conversion.  The Company shall
               at all times reserve and keep available out of its authorized but
               unissued  shares  of  Common  Stock  solely  for the  purpose  of
               effecting  the  conversion  of the Notes such number of shares of
               Common Stock as shall from time to time be  sufficient  to effect
               the conversion of all outstanding  Notes;  and if at any time the
               number of  authorized  but unissued  shares of Common Stock shall
               not   be   sufficient   to   effect   the   conversion   of   all
               then-outstanding  Notes,  in addition  to such other  remedies as
               shall be  available  to the Holder,  the  Company  will take such
               corporate  action  as may,  in the  opinion  of its  counsel,  be
               necessary  to increase  its  authorized  but  unissued  shares of
               Common Stock to such number of shares as shall be sufficient  for
               such purposes.

          3.7  Notices.  Any notice required by the provisions of this Section 3
               to be given to the Holder  shall be deemed  given if deposited in
               the United States mail,  postage  prepaid and  certified,  return
               receipt  requested  and  addressed  to  Holder  of  record at his
               address appearing on the books of the Company.

     4    Redemption. The Company, may not redeem this Note at any time prior to
          the maturity date.

     5    Assignment. Subject to the restrictions on transfer herein, the Holder
          may  transfer  this Note in whole or in part,  in the event of partial
          transfer(s),  the  Company  will  exchange  this Note for new Notes as
          instructed  by the  Holder  equal  to  the  total  of  this  Note,  by
          endorsement  (by  the  Holder  of  this  Note  executing  the  form of
          assignment  attached to this Note as Exhibit  `B') and delivery in the
          same manner as any negotiable  instrument  transferable by endorsement
          and delivery. Until this Note is transferred on the Company books, the
          Company may treat the  registered  Holder of this Note as the absolute
          owner  of this  Note  for all  purposes,  despite  any  notice  to the
          contrary.  The Company's  obligations hereunder may not be transferred
          without prior written  consent of the Holder;  any attempt to transfer
          without consent shall be void ab initio.

     6    Restrictions  on  Transfer.  This Note and the stock  into which it is
          convertible have not been registered under the Securities act of 1933,
          as  amended,  of the  United  States  of  America  (the  "Act") or the
          securities  laws of any sate of the United States ("State Act").  This
          Note and the stock into which it is convertible have been acquired for
          investment and not with a view to, or in connection  with, the sale or
          distribution   thereof,  and  may  not  be  offered,   sold,  pledged,
          hypothecated.   Or  otherwise   transferred   for  value  directly  or
          indirectly,  in the  absence of an  effective  registration  statement
          under the Act and compliance with  applicable  State Acts, or pursuant
          to an exemption from  registration  under the Act and under applicable
          State Acts, the  availability  of which are established by means of an
          opinion to such  effect.  In form and  substance  satisfactory  to the
          Company and rendered by legal counsel satisfactory to the Company. The
          certificates   representing   the  shares  into  which  this  Note  is
          convertible shall bear the foregoing legend.


                                       3
<PAGE>

     7    Registration of Underlying Stock & Penalties.  The Company agrees that
          within ninety days of the date of this Note,  the Company shall file a
          registration  statement with the Securities and Exchange Commission on
          form SB-2 or other applicable form to register 250% of the then shares
          to be issued upon conversion of the Notes. A copy of this Registration
          Statement  is  attached  hereto  as  Exhibit  `C'.  The  registrations
          statement  shall call for,  amongst  other items more fully  described
          therein, the Company to use its best efforts to have such registration
          statement  declared  effective at the earliest  possible time.  Should
          such registration statement not be deemed effective within one hundred
          and twenty  days from the date of the date of the funding of the Note,
          the Company shall pay a penalty to the Holder in an amount equal to 2%
          of the  principal  balance  and  any  and all  accrued  interest  then
          outstanding  per  month or any part  thereof,  until  such time as the
          registration  statement is declared effective.  Company agrees to keep
          such registration  statement effective until the maturity of the Note.
          Should  there  come a time when the  number  of shares  that have been
          registered  is less  than  200% of the  total  number  of shares to be
          issued upon  conversion,  the  Company  agrees that it will amend such
          registration statement such that a minimum of 200% of the shares to be
          issued upon conversion are on such registration statement.

     8    Replacement.  On receipt of evidence  reasonably  satisfactory  to the
          Company of the loss,  theft,  destruction  or  mutilation of this Note
          and, in the event of such  occurrence,  on  delivery  of an  indemnity
          agreement or bond  reasonably  satisfactory  in form and amount to the
          Company or, in the case of mutilation,  on surrender and  cancellation
          of this Note, the Company at its expense will execute and deliver,  in
          lieu of this Note, a new Note of like tenor. On surrender of this Note
          for exchange and subject to the  provisions of this Note on compliance
          with the Securities Act, the Company,  at its expense will issue to or
          on the  order of the  Holder  of this Note a new Note or Notes of like
          tenor, in the name of that Holder or as that Holder (on payment by the
          Holder of any applicable transfer taxes) may direct, in the same total
          principal amount as this Note.

     9    Appointment of Agent. The Company may, on written notice to the Holder
          of this Note,  appoint  an agent for the  purposes  of issuing  Common
          Stock  or  other  securities  on the  conversion  of this  Note and of
          replacing or exchanging this Note; and after that  appointment  occurs
          any such  issuance,  replacement,  or  exchange  shall be made at that
          office by that agent.

     10   Miscellaneous.

          10.1 Amendment. No supplement, modification, or amendment of this Note
               shall be binding  unless  executed  in writing by all the parties
               hereto.

          10.2 Waiver.  No waiver of any of the provisions of this Note shall be
               deemed,  or shall  constitute,  a waiver of any other  provision,
               whether  or not  similar,  nor  shall  any  waiver  constitute  a
               continuing  waiver. No waiver shall be binding unless executed in
               writing by the party making the waiver. Neither the acceptance of
               any partial or delinquent  payment by the Holder nor the Holder's
               failure to  exercise  any of its rights or remedies on default by
               the Company shall be a waiver by the Holder of any default or the
               Company   obligations  under  this  Note,  or  a  waiver  of  any
               subsequent default by the Company.

          10.3 Timeliness.  Time is of the essence of this Note and each and all
               of its provisions.

          10.4 Notices.  Notices  given  under this Note shall be in writing and
               shall be delivered  personally,  by messenger,  by certified U.S.
               mail, return receipt requested,  or by a common overnight carrier
               delivery  service.  Notices shall be deemed received upon receipt
               of same.  Notices to the Company  shall be addressed to 1356 N.W.
               Boca Raton  Blvd.,  Boca Raton,  FL 33432.  Notices to the Holder
               shall be directed to Holder at the Holder's  address of record on
               the Company's books. A party may change its address for notice by
               giving written notice to the other party in accordance  with this
               Section.

          10.5 Governing  Law  and  Venue.  This  Note  shall  be  construed  in
               accordance  with,  and  governed  by,  the  laws of the  State of
               Florida,  and any action or  proceeding,  including  arbitration,
               brought  by any party in which  this  Note is a subject  shall be
               brought in Florida


                                       4
<PAGE>


          10.6 Effect of Headings. The headings of the sections of this Note are
               included for purposes of  convenience  only, and shall not affect
               the construction or interpretation of any of its provisions.

          10.7 Invalidity. Any provision of this Note which is invalid, void, or
               illegal,  shall  not  affect,  impair,  or  invalidate  any other
               provision of this Note,  and such other  provisions  of this Note
               shall remain in full force and effect.

          10.8 Professional  Fees and Costs.  If any legal or equitable  action,
               arbitration,  or other  proceeding,  whether  on the merits or on
               motion, are brought or undertaken,  or an attorney is retained to
               enforce  this Note,  or because  of an alleged  dispute,  breach,
               default,  or  misrepresentation  in  connection  with  any of the
               provisions of this Note, then the successful or prevailing  party
               or parties in such  undertaking  (or the party that would prevail
               if  an  action  were  brought)   shall  be  entitled  to  recover
               reasonable  attorney's fees and other professional fees and other
               costs  incurred in such action,  proceeding  or  discussions,  in
               addition  to any  other  relief  to  which  such  party  would be
               entitled.  The parties  intend this  provision  be given the most
               liberal  construction  possible and to apply to any circumstances
               in which such party reasonably incurs expenses.


                                                  ChampionLyte Holdings, Inc.


                                                  By: s/s David Goldberg
                                                         President





                                       5
<PAGE>



                                   EXHIBIT `A'

                                CONVERSION NOTICE


TO:      ChampionLyte Products, Inc.
         1356 N.W. Boca Raton Blvd.
         Boca Raton, FL 33432
         Attn:    Corporate Secretary

                  The  undersigned  owner  of this  6.5%  Convertible  Note  due
January  6, 2004  (the  "Note")  issued  by  ChampionLyte  Products,  Inc.  (the
"Company")  hereby  irrevocably  exercises  its  option to  convert  $__________
Principal  Amount of the Note into shares of Common Stock in accordance with the
terms of the Note. The undersigned  hereby  instructs the Company to convert the
portion of the Note specified above into  ______________  shares of Common Stock
Issued at Conversion in accordance with the provisions of Article 3 of the Note.
Attached hereto is the  undersigned's  calculation for the Conversion Price. The
undersigned directs that the Common Stock and certificates therefore deliverable
upon conversion, the Note reissued in the Principal Amount not being surrendered
for conversion hereby,  together with any check in payment for fractional Common
Stock, be registered in the name of and/or delivered to the undersigned unless a
different  name has been indicated  below.  All  capitalized  terms used and not
defined  herein have the respective  meanings  assigned to them in the Note. The
conversion pursuant hereto shall be deemed to have been effected at the date and
time specified below, and at such time the rights of the undersigned as a Holder
of the  Principal  Amount of the Note set forth above shall cease and the Person
or Persons in whose name or names the Common Stock Issued at Conversion shall be
registered shall be deemed to have become the holder or holders of record of the
Common  Shares  represented  thereby and all voting and other rights  associated
with the beneficial ownership of such Common Shares shall at such time vest with
such Person or Persons.

Date and time:


                                              ---------------------------------
                                              Signature

         Fill in for registration of Note:

Please print name and address
(including ZIP code number):

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

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

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



                                       6
<PAGE>



                                   EXHIBIT `B'

                                 ASSIGNMENT FORM


TO:      ChampionLyte Products, Inc.
         1356 N.W. Boca Raton Blvd.
         Boca Raton, FL 33432
         Attn:    Corporate Secretary


The  undersigned  owner of this 6.5%  Convertible  Note due January 6, 2004 (the
"Note") issued by ChampionLyte Products, Inc. (the "Company") hereby irrevocably
assigns its rights, title and ownership in  $_____________________- of the Note,
inclusive  of all  principal  and  pro-rata  interest,  to the party  more fully
described  below in  accordance  with  Section 5 of the Note.  Accordingly,  the
undersigned  directs  that, if the  Assignment is for less than the  outstanding
principal  amount of the Note that it be  reissued in the  Principal  Amount not
being  surrendered for assignment  hereby,  to the  undersigned  with the amount
being assigned reissued for the amount being assigned hereunder to the name that
has been indicated below. All capitalized terms used and not defined herein have
the respective  meanings  assigned to them in the Note. The Assignment  pursuant
hereto  shall be  deemed to have been  effected  at the date and time  specified
below,  and at such  time the  rights  of the  undersigned  as a  Holder  of the
principal Amount of the Note amount herein assigned, set forth above shall cease
and the Person or Persons  indicated  below  shall be deemed to have  become the
holder or holders of record of any or all of the Note assigned  herein and shall
have all voting and other rights associated with the beneficial ownership of the
Note and shall at such time vest with such Person or Persons.

Date and time:


                                            ---------------------------------
                                            Signature

         Fill in for registration of Note:

Please print name and address (including ZIP code number, and social security or
tax identification number):

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

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

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

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




                                       7
<PAGE>

                                 ASSIGNMENT FORM


TO:      ChampionLyte Holdings, Inc.
         2999 NE 191st Street
         North Miami Beach, FL 33180
         Attn: Corporate Secretary


The undersigned  owner of that certain 6.5% Convertible  Note originally  issued
January 6, 2003,  amended and  reissued  on July 3, 2003 and  October 16,  2003,
which is due December 31, 2004 in the principal  amount of $400,000 (the "Note")
issued by ChampionLyte Holdings,  Inc. (formerly  ChampionLyte  Products,  Inc.)
(the "Company") hereby  irrevocably  assigns its rights,  title and ownership in
$50,000 of the  principal  amount of the Note,  exclusive  of accrued  interest,
damages and  penalties,  to the party more fully  described  below in accordance
with Section 5 of the Note. Accordingly, the undersigned directs that, since the
Assignment is for less than the outstanding principal amount of the Note that it
be reissued in the Principal Amount not being surrendered for assignment hereby,
to the undersigned with the amount being assigned  reissued for the amount being
assigned  hereunder to the name that has been indicated  below.  All capitalized
terms used and not defined herein have the respective  meanings assigned to them
in the  Note.  The  Assignment  pursuant  hereto  shall be  deemed  to have been
effected at the date and time  specified  below,  and at such time the rights of
the  undersigned  as a Holder of the principal  Amount of the Note amount herein
assigned,  set forth above shall cease and the Person or Persons indicated below
shall be deemed to have  become the holder or holders of record of any or all of
the Note assigned  herein and shall have all voting and other rights  associated
with the beneficial  ownership of the Note and shall at such time vest with such
Person or Persons.

In addition, Advantage Fund I, LLC and the Company hereby agree that any and all
security  granted by the  Company  to  Advantage  Fund I, LLC and Alpha  Capital
Aktiengesellschaft,  respectively,  pursuant to that certain Security  Agreement
entered  into  amongst  the  parties  on  October  20,  2003 shall be amended on
Schedule A so that it shall add Assignee as a secured  party and be  securitized
proportionately  based on each  party's  respective  interests  in the Note,  or
specifically, Advantage Fund I, LLC - 37.50%; Alpha Capital Aktiengesellschaft -
50% and Assignee - 12.50%.  In addition that certain  Collatreal Agent Agreement
entered  into  amongst  the parties on October 20, 2003 shall also be amended on
Schedule A to  proportionately  state the parties  respective  interests  in the
Note,  or  specifically,   Advantage  Fund  I,  LLC  -  37.50%,   Alpha  Capital
Aktiengesellschaft - 50% and Assignee - 12.50%.

Date: November 3, 2003

                                                     ADVANTAGE FUND I, LLC


                                                     s/s Alyce Schreiber
                                                     Signature: President




<PAGE>



         Fill in for registration of Note:

ASSIGNEE:

GAMMA OPPORTUNITY CAPITAL PARTNERS, LP
British Colonial Centre of Commerce
One Bay Street, Suite 401
Nassau (NP), The Bahamas
Fax: (242) 322-6657


<PAGE>

THIS NOTE AND THE STOCK INTO WHICH IT IS  CONVERTIBLE  HAVE NOT BEEN  REGISTERED
UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  OF THE UNITED STATES OF AMERICA
(THE "ACT") OR THE  SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES  ("STATE
ACT").  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OF DISTRIBUTION THEREOF, AND MAY NOT BE OFFERED, SOLD,
PLEDGED,   HYPOTHECATED,   OR  OTHERWISE  TRANSFERRED  FOR  VALUE,  DIRECTLY  OR
INDIRECTLY,  IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
AND  COMPLIANCE  WITH  APPLICABLE  STATE ACTS, OR PURSUANT TO AN EXAMPTION  FROM
REGISTRAITON  UNDER THE ACT AND UNDER APPLICABLE STATE ACTS, THE AVAILABILITY OF
WHICH  ARE  ESTABLISHED  BY  MEANS  OF AN  OPINION  TO SUCH  EFFECT  IN FORM AND
SUBSTANCE SATISFACTORY TO THE COMPANY AND RENDERED BY LEGAL COUNSEL SATISFACTORY
TO THE COMPANY.


                           CHAMPIONLYTE HOLDINGS, INC.
                 (formerly known as Championlyte Products, Inc.)
                    SERIES A 6.5% CONVERTIBLE PROMISSORY NOTE

$50,000.00                                              Aventura, Florida
                                                         November 3, 2003

THIS  PROMISSORY  NOTE  REPRESENTS  $50,000  OF THE  INITIAL  $250,000  OF  NOTE
PRINCIPAL OF THAT CERTAIN ORIGINAL SERIES A 6.5% CONVERTIBLE  PROMISSORY NOTE IN
THE  PRINCIPAL  AMOUNT OF  $250,000  ORIGINALLY  ISSUED ON  JANUARY  7, 2003 AND
AMENDED JULY 3, 2003 TO INCREASE THE PRINCIPAL  AMOUNT TO $350,000,  AND FURTHER
AMENDED OCTOBER 16, 2003 TO INCREASE THE PRINCIPAL AMOUNT TO $400,000 AND EXTEND
THE DATE BY WHICH THE CURRENT  REGISTRATION  STATEMENT FILED WITH THE SECURITIES
AND EXCHANGE  COMMISSION NEEDS TO BECOME EFFECTIVE BEFORE PENALTIES APPLY TO 180
DAYS FROM OCTOBER 16, 2003.


     1.   Promise to Pay.  FOR VALUE  RECEIVED,  CHAMPIONLYTE  PRODUCTS,  INC, a
          Florida  corporation (the "Company")  promises to pay, in lawful money
          of the United  States of  America,  to the order of Gamma  Opportunity
          Capital  Partners,  L.P. or assignee  (the  "Holder"),  at Boca Raton,
          Florida  or at such  other  place as  Holder  shall  from time to time
          direct,  on or before December 31, 2004, the principal amount of Fifty
          Thousand Dollars and no cents ($50,000.00) plus interest on the unpaid
          principal balance thereof at a rate of Six and one-half percent (6.5%)
          per year from the date  hereof  until paid in full.  Interest  on this
          note shall be computed on a 365/365 simple interest basis, that is, by
          applying the ratio of the annual  interest  rate by the number of days
          in the year  times,  outstanding  principal  balance  times the actual
          number of days that the principal  balance is  outstanding.  This Note
          shall be payable  interest-only,  in arrears,  on the last day of each
          calendar months, commencing upon the first such date subsequent to the
          date of execution hereof,  and due and payable in full,  principal and
          interest,  twenty-four  months from the date hereof.  At the option of
          the Holder,  the interest  payable may be paid in cash or  convertible
          into  common  stock in  accordance  with  Section 3.  Conversion.  All
          payments shall be applied first to accrued,  unpaid interest,  next to
          any collection costs, and the remainder against  principal.  This note
          may be not be redeemed by the  Company  prior to its due date  without
          the express permission of the Holder.  This Note is one of a series of
          identical   notes,   except   to   principal   amount   and  due  date
          (collectively, the "Notes").

     2.   Default.  The  Company  shall be in  default  under this Note upon the
          occurrence of any of the following events:

          2.1  The Company fails to timely perform any of its obligations under,
               or otherwise breaches any covenants or warranties of this Note;

          2.2  Any statement, representation, or warranty made by the Company or
               its agents to Holder shall prove to have been false or materially
               misleading when made; and/or,


                                       1
<PAGE>

          2.3  The  Company  shall  become  insolvent,  or  unable  to meet  its
               obligations  as they  become  due,  or shall  file or have  filed
               against it,  voluntarily or  involuntarily,  a petition under the
               United  States  Bankruptcy  Code or shall  procure  or suffer the
               appointment  of a  receiver  for any  substantial  portion of its
               properties, or shall make an assignment for benefit of creditors,
               or shall  initiate or have initiated  against it,  voluntarily or
               involuntarily,   any  act,  process,  or  proceedings  under  any
               insolvency  law  or  other  statute  or  law  providing  for  the
               modifications or adjustment of the rights of creditors.

     Upon any event of default,  Holder may declare the entire unpaid  principal
     balance  of this Note and all  accrued  unpaid  interest  immediately  due,
     without  notice,  and the Company agrees to pay such amount  immediately in
     such  event.  In the event of  default,  the  Company  agrees to pay all of
     Holder's costs of collection, including attorney's fees; this shall include
     legal  expenses for the bankruptcy  proceedings  or insolvency  proceedings
     (including  efforts to modify or vacate any automatic stay or  injunction),
     court  costs,  appeals,  post-judgement  collection  expenses and any other
     amount  provided by law. The parties  intend this provision to be given the
     most liberal  construction  possible and to apply to any  circumstances  in
     which such party reasonably  incurs  expenses.  No delay or omission on the
     part of any Holder hereof in exercising any right or option herein given to
     such Holder shall impair such right or option or be  considered as a waiver
     thereof or acquiescence in any default hereunder. The Company hereby waives
     any  applicable  statue of  limitations,  presentment,  demand for payment,
     protest and notice of dishonor.

     3    Conversion.  The Holder shall have  conversion  rights as follows (the
          "Conversion Rights"):

          3.1  Right To Convert.  Subject to subsection  3.3, this Note shall be
               convertible, in whole or in part, at the option of the Holder, at
               any time after the date of issuance  of this Note,  and from time
               to time  thereafter,  at the  office  of the  Company,  into such
               number of fully paid and non-assessable shares of Common Stock of
               the Company as is determined as follows:

                    The Conversion  Price per share shall be equal to the lesser
                    of (1) the average of the lowest of three day trading prices
                    during  the  five  trading  days  immediately  prior  to the
                    Conversion Date multiplied by .80, or (2) the average of the
                    lowest of three day trading  prices  during the five trading
                    days immediately prior to the funding date(s).

          3.2  Mechanics  of  Conversion.  Before  Holder  shall be  entitled to
               convert  this Note,  in whole or in part,  into  shares of Common
               Stock, he shall surrender this Note at the office of the Company,
               and shall give written notice in person,  or by facsimile,  mail,
               postage  prepaid,  to  the  Company  at its  principal  corporate
               office,  of Holder's election to convert the Note and shall state
               therein  the  portion of the  principal  amount of the Note to be
               converted  and the  name or names in  which  the  certificate  or
               certificates  for shares of Common  Stock are to be  issued,  the
               address of such persons to be used for record  purposes,  and the
               address(s)  to which the  certificate(s)  should be  delivered if
               different  from the record  address.  Such notice shall be on the
               form  attached to this Note as Exhibit `A'. The Company  shall as
               soon as practicable  thereafter,  issue and deliver to Holder, or
               to  the  nominee  or  nominees  of  Holder,   a  certificate   or
               certificates  for the  number of shares of Common  Stock to which
               Holder shall be entitled as aforesaid  and, if less than the full
               principal   amount  of  the  note  is   converted,   a  new  Note
               representing  the uncoverted  balance which remains  outstanding.
               Any interest  accrued but unpaid on the converted  portion of the
               Note shall be paid upon  conversion;  any  interest  accrued  but
               unpaid on the non-converted  portion of the Note shall be paid in
               due course under the replacement  Note. Such conversion  shall be
               deemed  to have  been  made  immediately  prior  to the  close of
               business  on  the  date  of  such  surrender  of the  Note  to be
               converted,  and the person or  persons  entitled  to receive  the
               shares of Common Stock  issuable  upon such  conversion  shall be
               treated for all purposes as the record  holder or holders of such
               shares of Common Stock as of such date.

          3.3  No Impairment. The Company will not, by amendment of its Articles
               of Incorporation or through any reorganization, recapitalization,
               transfer of assets, consolidation,  merger, dissolution, issue or
               sale of securities or any other voluntary  action,  avoid or seek


                                       2
<PAGE>

               to avoid the  observance or performance of any of the terms to be
               observed or performed  hereunder by the Company,  but will at all
               times  in  good  faith  assist  in the  carrying  out of all  the
               provisions of this Section 3 and in the taking of all such action
               as may be  necessary  or  appropriate  in  order to  protect  the
               Conversion Rights of the Holder against impairment

          3.4  No  Fractional  Shares  and  Certificates  as to  Conversion.  No
               fractional  shares shall be issued upon  conversion  of the Note,
               and the  number of shares of Common  Stock to be issued  shall be
               rounded to the nearest whole share.

          3.5  Notices of Record Date. In the event of any taking by the Company
               of a record of the  holders  of any class of  securities  for the
               purpose of  determining  the holders  thereof who are entitled to
               receive  any  dividend  or  other  distribution,   any  right  to
               subscribe for,  purchase or otherwise acquire any shares of stock
               of any class or any other  securities or property,  or to receive
               any other right,  the Company  shall mail to Holder,  at least 20
               days prior to the date specified therein, a notice specifying the
               date on which any such  record is to be taken for the  purpose of
               such  dividend,  distribution,  or  right,  and  the  amount  and
               character of such dividend,  distribution,  or right. In the case
               of rights to acquire  any  shares of stock or any other  class of
               securities  or property,  Company  shall grant to Holder the same
               rights as if the  Holder had  converted  his Note upon the Record
               Date.

          3.6  Reservation of Stock Issuable Upon Conversion.  The Company shall
               at all times reserve and keep available out of its authorized but
               unissued  shares  of  Common  Stock  solely  for the  purpose  of
               effecting  the  conversion  of the Notes such number of shares of
               Common Stock as shall from time to time be  sufficient  to effect
               the conversion of all outstanding  Notes;  and if at any time the
               number of  authorized  but unissued  shares of Common Stock shall
               not   be   sufficient   to   effect   the   conversion   of   all
               then-outstanding  Notes,  in addition  to such other  remedies as
               shall be  available  to the Holder,  the  Company  will take such
               corporate  action  as may,  in the  opinion  of its  counsel,  be
               necessary  to increase  its  authorized  but  unissued  shares of
               Common Stock to such number of shares as shall be sufficient  for
               such purposes.

          3.7  Notices.  Any notice required by the provisions of this Section 3
               to be given to the Holder  shall be deemed  given if deposited in
               the United States mail,  postage  prepaid and  certified,  return
               receipt  requested  and  addressed  to  Holder  of  record at his
               address appearing on the books of the Company.

     4    Redemption. The Company, may not redeem this Note at any time prior to
          the maturity date.

     5    Assignment. Subject to the restrictions on transfer herein, the Holder
          may  transfer  this Note in whole or in part,  in the event of partial
          transfer(s),  the  Company  will  exchange  this Note for new Notes as
          instructed  by the  Holder  equal  to  the  total  of  this  Note,  by
          endorsement  (by  the  Holder  of  this  Note  executing  the  form of
          assignment  attached to this Note as Exhibit  `B') and delivery in the
          same manner as any negotiable  instrument  transferable by endorsement
          and delivery. Until this Note is transferred on the Company books, the
          Company may treat the  registered  Holder of this Note as the absolute
          owner  of this  Note  for all  purposes,  despite  any  notice  to the
          contrary.  The Company's  obligations hereunder may not be transferred
          without prior written  consent of the Holder;  any attempt to transfer
          without consent shall be void ab initio.

     6    Restrictions  on  Transfer.  This Note and the stock  into which it is
          convertible have not been registered under the Securities act of 1933,
          as  amended,  of the  United  States  of  America  (the  "Act") or the
          securities  laws of any sate of the United States ("State Act").  This
          Note and the stock into which it is convertible have been acquired for
          investment and not with a view to, or in connection  with, the sale or
          distribution   thereof,  and  may  not  be  offered,   sold,  pledged,
          hypothecated.   Or  otherwise   transferred   for  value  directly  or
          indirectly,  in the  absence of an  effective  registration  statement
          under the Act and compliance with  applicable  State Acts, or pursuant
          to an exemption from  registration  under the Act and under applicable
          State Acts, the  availability  of which are established by means of an
          opinion to such  effect.  In form and  substance  satisfactory  to the
          Company and rendered by legal counsel satisfactory to the Company. The
          certificates   representing   the  shares  into  which  this  Note  is
          convertible shall bear the foregoing legend.


                                       3
<PAGE>

     7    Registration of Underlying Stock & Penalties.  The Company agrees that
          within ninety days of the date of this Note,  the Company shall file a
          registration  statement with the Securities and Exchange Commission on
          form SB-2 or other applicable form to register 250% of the then shares
          to be issued upon conversion of the Notes. A copy of this Registration
          Statement  is  attached  hereto  as  Exhibit  `C'.  The  registrations
          statement  shall call for,  amongst  other items more fully  described
          therein, the Company to use its best efforts to have such registration
          statement  declared  effective at the earliest  possible time.  Should
          such registration statement not be deemed effective within one hundred
          and twenty  days from the date of the date of the funding of the Note,
          the Company shall pay a penalty to the Holder in an amount equal to 2%
          of the  principal  balance  and  any  and all  accrued  interest  then
          outstanding  per  month or any part  thereof,  until  such time as the
          registration  statement is declared effective.  Company agrees to keep
          such registration  statement effective until the maturity of the Note.
          Should  there  come a time when the  number  of shares  that have been
          registered  is less  than  200% of the  total  number  of shares to be
          issued upon  conversion,  the  Company  agrees that it will amend such
          registration statement such that a minimum of 200% of the shares to be
          issued upon conversion are on such registration statement.

     8    Replacement.  On receipt of evidence  reasonably  satisfactory  to the
          Company of the loss,  theft,  destruction  or  mutilation of this Note
          and, in the event of such  occurrence,  on  delivery  of an  indemnity
          agreement or bond  reasonably  satisfactory  in form and amount to the
          Company or, in the case of mutilation,  on surrender and  cancellation
          of this Note, the Company at its expense will execute and deliver,  in
          lieu of this Note, a new Note of like tenor. On surrender of this Note
          for exchange and subject to the  provisions of this Note on compliance
          with the Securities Act, the Company,  at its expense will issue to or
          on the  order of the  Holder  of this Note a new Note or Notes of like
          tenor, in the name of that Holder or as that Holder (on payment by the
          Holder of any applicable transfer taxes) may direct, in the same total
          principal amount as this Note.

     9    Appointment of Agent. The Company may, on written notice to the Holder
          of this Note,  appoint  an agent for the  purposes  of issuing  Common
          Stock  or  other  securities  on the  conversion  of this  Note and of
          replacing or exchanging this Note; and after that  appointment  occurs
          any such  issuance,  replacement,  or  exchange  shall be made at that
          office by that agent.

     10   Miscellaneous.

          10.1 Amendment. No supplement, modification, or amendment of this Note
               shall be binding  unless  executed  in writing by all the parties
               hereto.

          10.2 Waiver.  No waiver of any of the provisions of this Note shall be
               deemed,  or shall  constitute,  a waiver of any other  provision,
               whether  or not  similar,  nor  shall  any  waiver  constitute  a
               continuing  waiver. No waiver shall be binding unless executed in
               writing by the party making the waiver. Neither the acceptance of
               any partial or delinquent  payment by the Holder nor the Holder's
               failure to  exercise  any of its rights or remedies on default by
               the Company shall be a waiver by the Holder of any default or the
               Company   obligations  under  this  Note,  or  a  waiver  of  any
               subsequent default by the Company.

          10.3 Timeliness.  Time is of the essence of this Note and each and all
               of its provisions.

          10.4 Notices.  Notices  given  under this Note shall be in writing and
               shall be delivered  personally,  by messenger,  by certified U.S.
               mail, return receipt requested,  or by a common overnight carrier
               delivery  service.  Notices shall be deemed received upon receipt
               of same.  Notices to the Company  shall be addressed to 1356 N.W.
               Boca Raton  Blvd.,  Boca Raton,  FL 33432.  Notices to the Holder
               shall be directed to Holder at the Holder's  address of record on
               the Company's books. A party may change its address for notice by
               giving written notice to the other party in accordance  with this
               Section.

          10.5 Governing  Law  and  Venue.  This  Note  shall  be  construed  in
               accordance  with,  and  governed  by,  the  laws of the  State of
               Florida,  and any action or  proceeding,  including  arbitration,
               brought  by any party in which  this  Note is a subject  shall be
               brought in Florida


                                       4
<PAGE>

          10.6 Effect of Headings. The headings of the sections of this Note are
               included for purposes of  convenience  only, and shall not affect
               the construction or interpretation of any of its provisions.

          10.7 Invalidity. Any provision of this Note which is invalid, void, or
               illegal,  shall  not  affect,  impair,  or  invalidate  any other
               provision of this Note,  and such other  provisions  of this Note
               shall remain in full force and effect.

          10.8 Professional  Fees and Costs.  If any legal or equitable  action,
               arbitration,  or other  proceeding,  whether  on the merits or on
               motion, are brought or undertaken,  or an attorney is retained to
               enforce  this Note,  or because  of an alleged  dispute,  breach,
               default,  or  misrepresentation  in  connection  with  any of the
               provisions of this Note, then the successful or prevailing  party
               or parties in such  undertaking  (or the party that would prevail
               if  an  action  were  brought)   shall  be  entitled  to  recover
               reasonable  attorney's fees and other professional fees and other
               costs  incurred in such action,  proceeding  or  discussions,  in
               addition  to any  other  relief  to  which  such  party  would be
               entitled.  The parties  intend this  provision  be given the most
               liberal  construction  possible and to apply to any circumstances
               in which such party reasonably incurs expenses.


                                                  ChampionLyte Holdings, Inc.


                                                  By: /s/ David Goldberg
                                                         President





                                       5
<PAGE>



                                   EXHIBIT `A'

                                CONVERSION NOTICE


TO:      ChampionLyte Products, Inc.
         1356 N.W. Boca Raton Blvd.
         Boca Raton, FL 33432
         Attn:    Corporate Secretary

                  The  undersigned  owner  of this  6.5%  Convertible  Note  due
January  6, 2004  (the  "Note")  issued  by  ChampionLyte  Products,  Inc.  (the
"Company")  hereby  irrevocably  exercises  its  option to  convert  $__________
Principal  Amount of the Note into shares of Common Stock in accordance with the
terms of the Note. The undersigned  hereby  instructs the Company to convert the
portion of the Note specified above into  ______________  shares of Common Stock
Issued at Conversion in accordance with the provisions of Article 3 of the Note.
Attached hereto is the  undersigned's  calculation for the Conversion Price. The
undersigned directs that the Common Stock and certificates therefore deliverable
upon conversion, the Note reissued in the Principal Amount not being surrendered
for conversion hereby,  together with any check in payment for fractional Common
Stock, be registered in the name of and/or delivered to the undersigned unless a
different  name has been indicated  below.  All  capitalized  terms used and not
defined  herein have the respective  meanings  assigned to them in the Note. The
conversion pursuant hereto shall be deemed to have been effected at the date and
time specified below, and at such time the rights of the undersigned as a Holder
of the  Principal  Amount of the Note set forth above shall cease and the Person
or Persons in whose name or names the Common Stock Issued at Conversion shall be
registered shall be deemed to have become the holder or holders of record of the
Common  Shares  represented  thereby and all voting and other rights  associated
with the beneficial ownership of such Common Shares shall at such time vest with
such Person or Persons.

Date and time:


                                             ---------------------------------
                                             Signature

         Fill in for registration of Note:

Please print name and address (including ZIP code number):

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

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

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


                                       6
<PAGE>



                                   EXHIBIT `B'

                                 ASSIGNMENT FORM


TO:      ChampionLyte Products, Inc.
         1356 N.W. Boca Raton Blvd.
         Boca Raton, FL 33432
         Attn:    Corporate Secretary


The  undersigned  owner of this 6.5%  Convertible  Note due January 6, 2004 (the
"Note") issued by ChampionLyte Products, Inc. (the "Company") hereby irrevocably
assigns its rights,  title and  ownership  in  $________________________  of the
Note, inclusive of all principal and pro-rata interest,  to the party more fully
described  below in  accordance  with  Section 5 of the Note.  Accordingly,  the
undersigned  directs  that, if the  Assignment is for less than the  outstanding
principal  amount of the Note that it be  reissued in the  Principal  Amount not
being  surrendered for assignment  hereby,  to the  undersigned  with the amount
being assigned reissued for the amount being assigned hereunder to the name that
has been indicated below. All capitalized terms used and not defined herein have
the respective  meanings  assigned to them in the Note. The Assignment  pursuant
hereto  shall be  deemed to have been  effected  at the date and time  specified
below,  and at such  time the  rights  of the  undersigned  as a  Holder  of the
principal Amount of the Note amount herein assigned, set forth above shall cease
and the Person or Persons  indicated  below  shall be deemed to have  become the
holder or holders of record of any or all of the Note assigned  herein and shall
have all voting and other rights associated with the beneficial ownership of the
Note and shall at such time vest with such Person or Persons.

Date and time:


                                        ---------------------------------
                                        Signature

         Fill in for registration of Note:

Please print name and address (including ZIP code number, and social security or
tax identification number):

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

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

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

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



                                       7