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 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 HOLDINGS, INC.

                    SERIES A 6.5% CONVERTIBLE PROMISSORY NOTE

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

1.       Promise  to Pay.  FOR VALUE  RECEIVED,  CHAMPIONLYTE  HOLDINGS,  INC, a
         Florida corporation (the "Company") promises to pay, in lawful money of
         the United  States of America,  to the order of JOAN ANN  FORNIERO,  or
         assignee (the "Holder"),  at Boca Raton, Florida or at such other place
         as Holder shall from time to time  direct,  on or before April 6, 2004,
         the principal amount of Two Hundred 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  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
                  unconverted  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  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 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 Holdings, Inc.

                                                    By: /s/ David Goldberg


                                       5
<PAGE>

                                   EXHIBIT `A'

                                CONVERSION NOTICE

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

                  The  undersigned  owner  of this  6.5%  Convertible  Note  due
January  6, 2004  (the  "Note")  issued  by  ChampionLyte  Holdings,  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):

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<PAGE>


                                   EXHIBIT `B'

                                 ASSIGNMENT FORM

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

The  undersigned  owner of this 6.5%  Convertible  Note due January 6, 2004 (the
"Note") issued by ChampionLyte Holdings, 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):

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