AGREEMENT

This Agreement dated April 16, 2003 is between R&T Sport Management, Inc. having
its principal address at 9465 South Dixie Highway, Pinecrest, Florida 33156
("R&T") and Championlyte Holdings, Inc. having its principal address at 2999 NE
191st Street Penthouse Two, Aventura, Florida 33180 ("CPLY"), individually
refered to as "Party" and collectively hereinafter referred to as the "Parties".

WHEREAS R&T has contacts and agreements with professional athletes and;

WHEREAS CPLY would like to increase its exposure to the community, enhance its
marketing presence and;

WHEREAS R&T can introduce CPLY to professional athletes to act as sponsors and
spokespeople for CPLY's products and,

THEREFORE, the Parties agree as follows:

                                   Section 1

                                      Term

1.1 This Agreement shall have a term of twelve months from the date hereof,  but
shall be  cancelable  by  either  party  upon 7 days from the date  hereof  upon
written notice to the address as provided for below in Section 7.

                                   Section 2

                        Responsibilities and Activities.

The Parties  shall use their best efforts and supply the  necessary resources to
effect the following:

2.1 R&T shall  introduce to CPLY  professional  athletes from a number of sports
including but not limited to basketball, football, and baseball (the "Athletes")

2.2 CPLY agrees to  negotiate  in good faith with R&T and the  Athletes to enter
into promotional agreements with the Athletes.

                                   Section 3

                                  Compensation

CPLY  agrees as part of its  Agreement  to issue to R&T 75,000  warrants of CPLY
common stock (the "Warrants"). The Warrants shall have a term of eighteen months
from the date hereof and shall have an exercise price equal to the closing price
of CPLY's common stock as quoted on the  electronic  bulletin  board  maintained
herewith

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National Association of Securities Dealers as of the date hereof $.12 per share.
CPLY agrees that the shares  underlying  these  Warrants  shall have a piggyback
registration  right.  CPLY  further  agrees that if the  Agreement  has not been
cancelled as provided for herein,  CPLY shall issue another 75,000 shares on the
six month  anniversary of this Agreement  under the same terms and conditions as
described above.

Additionally,  R & T shall receive 10% of the compensation as agreed by CPLY and
any of the athletes under their  "Spokesperson  Agreements,".  This compensation
shall be payable in the same form (i.e. cash, common stock,  warrants,  etc.) as
agreed to in the individual Spokesperson Agreements.

                                    Section 4

                             Representations of R&T

R&T represents and warrants to CPLY as follows:

4.1  Authorization to enter Agreement and to deliver its common shares.  R&T has
the complete  power to execute and deliver this  Agreement and consummate all of
the transactions  contemplated hereby. This Agreement  constitutes the valid and
legally binding  obligations of the R&T,  enforceable  against R&T in accordance
with its terms.

4.2 No  Violation.  Neither the  execution,  delivery  nor  consummation  of the
Agreement  by R&T,  will,  with the  passage of time,  the giving of notice,  or
otherwise,  result in a violation or breach of, or  constitute a default  under,
any term or provision of any law, rule,  regulation,  order,  decree,  judgment,
indenture,  mortgage, deed of trust, lease, instrument,  contract,  agreement or
other  restriction  to which R&T is a party or to which R&T, or his  property is
subject or bound; nor will it result in the creation of any lien or other charge
or encumbrance on any of its common shares.

                                    Section 5

                            Representations of CPLY.

CPLY represents and warrants to R&T as follows:

5.1 Authorization to enter Agreement and to deliver its securities. CPLY has the
complete  power to execute and deliver this  Agreement and consummate all of the
transactions  contemplated  hereby.  This  Agreement  constitutes  the valid and
legally binding obligations of the CPLY,  enforceable against CPLY in accordance
with its terms.  CPLY has the  complete  power and right to sell,  transfer  and
deliver  the  securities  as  outlined  in Section 3 herein to R&T for (or other
consideration as earned) and upon  consummation of the transaction  contemplated
by this  Agreement  R&T will  acquire  good and  marketable  title to any of the
securities.


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5.2 No  Violation.  Neither the,  execution,  delivery nor  consummation  of the
Agreement  by CPLY  will,  with the  passage  of time,  the  giving of notice or
otherwise,  result in a violation or breach of or constitute a default under any
term or  provision  of any law,  rule,  regulation,  order,  decree,  judgement,
indenture,  mortgage, deed of trust, lease, instrument,  contract,  agreement or
other  restriction  to which CPLY is a party or to which CPLY or his property is
subject or bound, nor will it result in the creation of any lien or other charge
or encumbrance on any of its common shares.

                                   Section 6
                                     Notice

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

        If to R&T, to:          R&T Sports Management, Inc.
                                9465 South Dixie Highway
                                Pinecrest, Florida, 33156
                                Fax: (305) 661-6218
                                Attn: Mr. Pedro Rosadl
                                Chief Executive Officer

        If to CPLY, to:         ChampionLyte Holdings, Inc.
                                2999 NE 191st Street, Penthouse Two
                                North Miami Beach, FL  33180
                                Attn: Mr. David Goldberg
                                President
                                Fax: (561) 394-8288

                                   Section 7
                                 Miscellaneous

7.1 Expenses. All legal and other costs and expenses incurred in connection with
the  negotiation and execution of the  Agreements,  and the  consummation of the
transactions contemplated hereby shall be bourn by the party incurring them.

7.2 Successors-In-Interest;  No Assignment. This Agreement shall be binding upon
the parties,  their successors and legal  representatives.  This Agreement shall
not be assigned by either party without the prior  written  consent of the other
parties,  except that the Buyer may assign its rights  hereunder  in  connection
with the Shares after the Closing.  No permitted  assignment  shall  relieve the
assignor of its obligations hereunder.

7.3 Counterparts. This Agreement may be executed in two or more counterparts for
the convenience of the parties hereto, each of which executed counterparts shall
be deemed an original but all of such executed  counterpart  shall be considered
one and the same Agreement.

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7.4 Governing Law; Jurisdiction; Jury Trial. This Agreement shall be governed by
the internal laws of the State of Florida.  Each party hereby irrevocably waives
personal  service of process and  consents to process  being  served in any such
suit,  action or  proceeding  by  mailing a copy  thereof  to such  party at the
address for such notices to it under this Agreement and agrees that such service
shall  constitute  good and  sufficient  service of process and notice  thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,  A JURY TRIAL FOR THE ADJUDICATION
OF ANY  DISPUTE  HEREUNDER  OR IN  CONNECTION  HEREWITH  OR ARISING  OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

7.5  Severability.  If any  provision  of this  Agreement  shall  be found to be
unenforceable,  the validity of this Agreement shall not be affected thereby and
all remaining  provisions shall be construed as if such unenforceable  provision
was not a part of this Agreement.

7.6 Construction.  This Agreement has been drafted by R&S and CPLY jointly.  Any
ambiguity  herein shall not be judged against either party. The language used in
this  Agreement  will be deemed to be the  language  chosen  by the  parties  to
express their mutual intent, and no rules of strict construction will be applied
against any party.

7.7 General. This Agreement supersedes all prior agreements between the Parties,
whether  written or oral, and is intended as a complete and exclusive  statement
of the terms of the  agreements  between the parties with respect to the subject
matter covered hereby and may not be changed or terminated  orally but only in a
writing  signed by the parties.  The  headings  and  captions  contained in this
Agreement are for reference  purposes only and shall not affect, in any way, the
meaning or interpretation of this Agreement.  Nothing in this Agreement, whether
expresses  or implied,  is intended to confer upon any other  person not a party
this Agreement any rights or remedies under or by reason of this Agreement.

7.8  Cancellation.  Either  party shall have the right to cancel this  Agreement
with no further  compensation due R&T, except that for  introduction(s)  made to
CPLY by R&T of  Athletes  prior to the  cancellations  and  provided  to CPLY in
writing as of the date of the  cancellation,  CPLY agrees to  compensate  R&T as
provided  herein  if such  introduction  should  lead to the  consummation  of a
Spokesperson Agreement.

IN WITNESS  WHEREOF,  the parties have executed,  or have caused to be executed,
this Agreement as of the date first written above.

R&T Sports Management, Inc.

/s/ David Kaplan


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By:  David Kaplan

Its: President


ChampionLyte Holdings, Inc.


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

Its: President