CONSULTING AGREEMENT

         THIS AGREEMENT, made, entered into, and effective this 14th day of
April, 2003 (the "Effective Date"), by and between S.O.S. Resource Services,
Inc., a corporation with its principal place of business at 59 Terrapin Street,
Mastic, New York 11950 (hereinafter referred to as "Consultant"), and
Championlyte Holdings, Inc. a Florida corporation with its principal place of
business 2999 NE 191st Street, Penthouse #2 North Miami Beach, FL 33180
(hereinafter referred to as "Corporation").

                              W I T N E S S E T H:

         WHEREAS, Consultant desires to provide such consulting services for the
Corporation as an independent  contractor,  with the understanding that he shall
not be required to devote his full time to the business of the  Corporation  and
shall be free to pursue other personal and business interests; and

         WHEREAS,  the Company is desirous of retaining the  Consultant  for the
purpose of corporate planning and contract negotiation.

         NOW, THEREFORE,  in consideration of the premises, the mutual covenants
of the parties herein contained and other good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged by each of the parties
hereto, it is agreed as follows:

         1. CONSULTING AGREEMENT

            1.1 Contract for Services.  The Corporation hereby contracts for the
services  of  Consultant  and  Consultant  agrees  to  perform  such  duties and
responsibilities  and to render advice and consulting as may be requested by the
Corporation from time to time during the term of this consulting  arrangement in
connection  with the  Corporation's  business  throughout  the United States and
world wide ("Consulting Arrangement").  Consultant shall use his best efforts to
keep the  Corporation  informed of all corporate  business  opportunities  which
shall come to his attention and appear beneficial to the Corporation's  business
so that the  Corporation  can  obtain the  maximum  benefits  from  Consultant's
knowledge, experience, and personal contacts.

            1.2  Services rendered by Consultant. Said consulting services shall
include, but not be limited to:

                 (a) Corporate Planning.

                           (i)      Develop an in-depth familiarization with the
                                    Corporation's  business objectives and bring
                                    to   its   attention   potential  or  actual
                                    opportunities,  which meet those  objectives
                                    or logical extensions thereof.

                           (ii)     Alert  Corporation  to new or emerging  high
                                    potential    forms   of    production    and
                                    distribution, which could either be


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                                    acquired or developed internally.

                           (iii)    Comment  on  the   Corporations'   corporate
                                    development   including   such   factors  as
                                    position  in  a   competitive   environment,
                                    financial   performance   and   competition,
                                    strategies, operational viability, etc.

                           (iv)     Identify  prospective suitable contracts for
                                    the  sale  of  Company   products,   perform
                                    appropriate  diligence  investigations  with
                                    respect thereto, advise the Corporation with
                                    respect  to the  desireability  of  pursuing
                                    such prospects, and assist the Corporation
                                    in   any    negotiation   which  may   cause
                                    therefrom.

            (b) Business Strategies.

                           (i)      Evaluate  business  strategies and recommend
                                    changes when appropriate.

                           (ii)     Critically    evaluate   the   Corporation's
                                    performance   in  view   of  its   corporate
                                    planning and business objectives.

            1.3  Prohibited  Services.  The  Services  to  be  rendered  by  the
Consultant to the Corporation shall under no circumstances  include, directly or
indirectly,  the  following:  (i) Any  activities  which  could be deemed by the
Securities and Exchange Commission to constitute investment banking or any other
activities requiring the  Consultant  to register as a  broker-dealer  under the
Securities Exchange Act of 1934, (ii) Any activities which could be deemed to be
in  connection  with  the  offer  or sale  of  securities  in a  capital-raising
transaction;  or (iii) Any market making or promotional  activities regarding or
involving the Company's common stock.

         2.  RELATIONSHIP  BETWEEN  PARTIES.  During the term of the  Consulting
Arrangement,  Consultant  shall be deemed to be an  independent  contractor.  He
shall be free to devote his time,  evergy and skill to any such person,  firm or
company  as he  deems  advisable  except to the extent he is obligated to devote
his time,  energy  and skill to the  Corporation  pursuant  to the terms of this
Agreement.  Consultant  shall not be  considered  as havinig an employee  status
vis-a-vis the  Corporation,  or by virtue of the  Consulting  Arrangement  being
entitled to  participate  in any plans,  arrangements  or  distributions  by the
Corporation  pertaining  to or in  connection  with any pension,  stock,  bonus,
profit sharing, welfare benefits, or similar benefits for the regular employees
of the Corporation. The corporation shall not withhold any taxes in connection
with compensation due Consultant hereunder, and Consultant will be responsible
for the payment of any such taxes and hereby agrees to indemnify the Corporation
against nonpayment thereof.

         3. COMPENSATION FOR THE CONSULTING  ARRANGEMENT.  As full consideration
for the  consulting  services to be provided by  Consultant  during the term of
this  Agreement,  the Company shall  immediately  issue to Consultant  1,000,000
shares of the

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Company's  free-trading common stock or resticted stock with piggybank or demand
registration rights.

         4. TERM OF CONSULTING  ARRANGEMENT.  The Consulting  Arrangement  shall
begin  efficective as of the Effecitve Date of this Agreement and shall continue
for a period of  twelve  (12)  months,  until  April 13, 2004 (the  "Consulting
Period").

         5. CONFIDENTIALITY COVENANTS.

            5.1 Acknowledgments by the Consultant.  The Consultant  acknowledges
that  (a)  during  the  Consulting  Period  and  as a  part  of  his  Consulting
Arrangement,  the Consultant will be afforded access to Confidential Information
(as defined below); (b) public disclosure of such Confidential Information could
have an adverse  effect on the  Corporation  and its  business;  (c) because the
Consultant possesses  substantial  technical expertise and skill with respect to
the  Corporation's   business,  the  Corporation  desires  to  obtain  exclusive
ownership of each Consultant  Invention (as defined below),  and the Corporation
will  be at a  substantial  competitive  disadvantage  if it  fails  to  acquire
exclusive  ownership of each  Consultant  Invention;  (d) the provisions of this
Section 5 are reasonable and necessary to prevent the improper use or disclosure
of  Confidential  Information  and to provide  the  Corporation  with  exclusive
ownership of all Consultant Inventions.

            5.2  Agreements  of  the  Consultant.   In   consideration   of  the
compensation  and  benefits  to be paid or  provided  to the  Consultant  by the
Corporation under this Agreement, the Consultant covenants as follows:

            (a) Confidentiality.

            (i) During and following the Consulting  Period, the Consultant will
hold in confidence the Confidential  Information and will not disclose it to any
person except with the specific  prior  written  consent of the  Corporation  or
except as otherwise expressly permitted by the terms of this Agreement.

            (ii) Any trade secrets of the Corporation will be entitled to all of
the  protections  and benefits under New Jersey  Statutes and common law and any
other  applicable  law. If any information  that the  Corporation  deems to be a
trade  secret is found by a court of  competent  jurisdiction  not to be a trade
secret for purposes of this Agreement,  such information will, nevertheless,  be
considered  Confidential   Information  for  purposes  of  this  Agreement.  The
Consultant  hereby waives any requirement  that the Corporation  submit proof of
the economic value of any trade secret or post a bond or other security.

            (iii) None of the foregoing  obligations and restrictions applies to
any part of the Confidential Information that the Consultant demonstrates was or
became generally  available to the public other than as a result of a disclosure
by the Consultant.

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            (iv) The consultant will not remove from the Corporation's  premises
(except to the extent such removal  is for  purposes of the  performance  of the
Consultant's  duties  at  home  or  while  traveling,  or  except  as  otherwise
specifically  authorized by the  Corporation)  any document,  record,  notebook,
plan, model, component,  device,  or computer software or code, whether embodied
in a disk or in any other form  (collectively,  the  "Proprietary  Items").  The
Consultant  recognized that, as between the Corporation and the Consultant,  all
of the Proprietary  Items,  whether or not developed by the Consultant,  are the
exclusive  property of the  Corporation.  Upon  terminatin of this  Agreement by
either  party,  or upon the  request of the  Corporation  during the  Consulting
Period, the  Consultant  will return to the  Corporation  all of the Proprietary
Items in the Consultant's possession or subject to the Consultant's control, and
the  Consultant  shall not  retain any  copies,  abstracts,  sketches,  or other
physical embodiment of any of the Proprietary Items.

            (b) Consultant  Inventions.  Each  Consultant  Invention will belong
exclusively  to the  Corporation.  The Consultant  acknowledges  that all of the
Consultant's writing, works of authorship,  and  other Consultant Inventions are
works  made  for  hire  and  the  property  of the  Corporation,  including  any
copyrights,  patents, or other intellectual  property rights pertaining thereto.
If it is  determined  that any such  works  are not  works  made for  hire,  the
Consultant  hereby assigns to the  Corporation  all of the  Consultant's  right,
title,  and  interest,  including  all rights of  copyright,  patent,  and other
intellectual  property  rights,  to  or  in  such  Consultant  Inventions.   The
Consultant covenants that he will promptly:

            (i) disclose to the Corporation in writing any Consultant Invention:

            (ii)  assign  to the  Corporation  or to a party  designated  by the
Corporation at the Corporation's  request and without  additional  compensation,
all of the Consultant's right to the Consultant  Invention for the United States
and all foreign jurisdictions;

            (iii)  execute and  deliver to the  Corporation  such  applications,
assignments,  and other  documents  as the  Corporation  may request in order to
apply  for and  obtain  patents  or  other  registrations  with  respect  to any
Consultant Invention in the United States and any foreign jurisdictions;

            (iv)  sign  all  other  papers  necessary  to  carry  out the  above
obligations; and

            (v) give testimony and render any other assistance in support of the
Corporation's rights to any Consultant Invention.

            5.3 Disputes or Controversies. The Consultant recognizes that should
a dispute or controversy arising from or relating to this Agreement be submitted
for  adjudication  to any court, arbitration  panel,  or other third  party, the
preservation of the secrecy of Confidential Information may be jeopardized.  All
pleadings,  documents,  testimony, and records relating to any such adjudication
will be  maintained  in secrecy  and will be  available  for  inspection  by the
Corporation,

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the Consultant,  and their respective  attorneys and experts, who will agree, in
advance and in writing, to receive and maintain all such information in secrecy,
except as may be limited by them in writing.

            5.4 Definitions.

            (a) For the purposes of this Section 5,  "Confidential  Information"
shall mean any and all:

            (i)  trade  secrets  concerning  the  business  and  affairs  of the
Corporation,  product  specifications,  data know-how,  formulae,  compositions,
processes,   designs,   sketches,    photographs,   graphs,  drawings,  samples,
inventions  and ideas,  past,  current,  and planned  research and  development,
current planned  manufacturing or distribution  methods and processes,  customer
lists,  current and  anticipated  customer  requirements,  price  lists,  market
studies,  business plans,  computer software and programs (including object code
and  source  code),  computer  software  and  database  technologies,   systems,
structures,  and architectures) and  related formulae,  compositions,  processes
improvements,  devices,  know-how,  inventions,  discoveries,  concepts,  ideas,
designs,   methods  and   information,   and  any  other  information,   however
documented,  that is a trade secret  within the meaning of Chapter 688,  Florida
Statutes;

            (ii)  information   concerning  the  business  and  affairs  of  the
Corporation   which  includes   historical   financial   statements,   financial
projections  and budgets,  historical  and  projected  sales,  capital  spending
budgets  and  plans,  the names and  backgrounds  of  key  personnel,  personnel
training and techniques and materials, however documented; and

            (iii) notes, analysis,  compilations,  studies, summaries, and other
material prepared by or for the Corporation  containing or based, in whole or in
part, on any information included in the foregoing.

            (b) For the purposes of this Section 5, "Consultant Invention" shall
mean any idea,  invention,  technique,  modification,  process,  or  improvement
(whether  patentable or not), any industrial  design  (whether  registerable  or
not),  any mask work,  however  fixed or encoded,  that is suitable to be fixed,
embedded or programmed in a semiconductor  product (whether  recordable or not),
and any work of authoriship (whether or not copyright protection may be obtained
for it) created, conceived, or developed by the Consultant,  either solely or in
conjunction with others, during the Consulting Period, or a period that includes
a portion of the Consulting  Period,  that relates in any way to or is useful in
any manner in, the business then being  conducted or proposed to be conducted by
the Corporation,  and any such item created by the Consultant,  either solely or
in conjunction with others, following termination of the Consultant's Consulting
Arrangement  with  the  Corporation,  that is  based  upon or uses  Confidential
Information.

            6. NON-COMPETITION AND NON INTERFERENCE

            6.1 Acknowledgements by the Consultant.  The Consultant acknowledges
that: (a) the

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services to be performed by him under this  Agreement are of a special,  unique,
unusual,  extraordinary,  and  intellectual  character;  (b)  the  Corporation's
business is national  in scope and its  products  are  marketed  throughout  the
United States and worldwide;  (c) the Corporation competes with other businesses
that are or could be located in any part of the United States and worldwide; (d)
the  provisions  of this Section 6 are  reasonable  and necessary to protect the
Corporation's business.

            6.2  Covenants  of  the   Consultant.   In   consideration   of  the
acknowledgments by the Consultant,  and in consideration of the compensation and
benefits  to be paid or  provided  to the  Consultant  by the  Corporation,  the
Consultant covenants that he MAY, directly or indirectly:

            (a)  during  the  Consulting  Period,  except  in the  course of his
Consulting  Arrangement  hereunder,  and during the  Post-Consulting  Period (as
defined below), engage or invest in, own, manage, operate,  finance, control, or
participate in the ownership,  management,  operation, financing, or control of,
be employed by,  associated  with,  or in any manner  connected  with,  lead the
Consultant's name or any similar name to, lend Consultant's  credit to or render
services or advice to, any  business  whose  products or  activities  compete in
whole or in part with the products or  activities  of the  Corporation  anywhere
within the United States; provided, however, that the Consultant may purchase or
otherwise  acquire  up to (but  not  more  than)  one  percent  of any  class of
securities  or  any  enterprise  (but  without  otherwise  participating  in the
activities of such  enterprise) if such securities are listed on any national or
regional  securities exchange or have been registered under Section 12(g) of the
Securities Exchange Act of 1934;

            (b) whether for the  Consultant's  own account or for the account of
any  other  person,  at any  time  during  the  Consulting  Period  and the Post
Consulting Period, solicit business of the same or similar type being carried on
by the Corporation,  from any person known by the Consultant to be a customer of
the  Corporation,  whether or not the Consultant had personal  contact with such
person during and by reason of the Consultant's  Consulting Arrangement with the
Corporation;

            (c) whether for the  Consultant's  own account or the account of any
other   person  (i)  at  any  time   during  the   Consulting   Period  and  the
Post-Consulting  Period,  solicit,  employ,  or otherwise engage as an employee,
independent  contractor,  or otherwise,  any person who is or was an employee of
the Corporation at any time during the Consulting Period or in any manner induce
or attempt to induce any employee of the Corporation to terminate his Consulting
Arrangement  with the  Corporation;  or (ii) at any time  during the  Consulting
Period  and  for  three  years  thereafter,  interfere  with  the  Corporations'
relationship  with any person,  including  any person who at any time during the
Consulting  Period was an  employee,  contractor,  supplier,  or customer of the
Corporation; or

            (d) at any time during or after the Consulting Period, disparage the
Corporation any of its shareholders, directors, officers, employees, or agents.

            For purposes of this Section 6.2, the term "Post-Consulting  Period"
means the one year period

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beginning on the date of termination of the Consultant's Consulting  Arrangement
with the Corporation.

         If any  covenant  in  this  Section  6.2 is  held  to be  unreasonable,
arbitrary or against  public  policy,  such  covenant  will be  considered to be
divisible  with respect to scope,  time,  and  geographic  area, and such lesser
scope,  time,  or  geographic  area,  or all of them,  as a court  of  competent
jurisdiction  may determine to be  reasonable,  not  arbitrary,  and not against
public  policy,  will  be  effective,   binding,   and  enforceable  against the
Consultant.  The period of time  applicable  to any covenant in this Section 6.2
will be extended by the  duration of any  violation  by the  Consultant  of such
covenant.

            7. NOTICES. All notices, consents,  waivers, and other communicaions
under this  Agreement  must be in  writing  and will be deemed to have been duly
given when (a) deliered by hand (with written confirmation of receipt), (b) sent
by facsimile  (with written  confirmation  of receipt),  provided that a copy is
mailed by registered mail, return receipt requested, or (c) when received by the
addressee,  if sent  by a  nation-ally  recognized  overnight  delivery  service
(receipt  requrested),  in each case to the appropriate  addresses and facsimile
numbers set forth below (ro a such other  addresses and  facsimile  nunbers as a
party may designation by notice to the other parties):

        If to the Corporation:          Champion Lyte Holdings, Inc.
                                        2999 NE 191st Street
                                        Penthouse 2
                                        North Miami Beach FL  33164
                                        Attention:               , President
                                        Facsimile No.: (305) 932-3697


        If to the Consultant:           S.O.S. Resource Services, Inc.
                                        403 East Main Street
                                        Port Jefferson, New York 11777
                                        Attention: S. Russo
                                        Facsimile No.: (631)473-3695

            8. BINDING  EFFECT:  This Agreement  shall extend to, shall inure to
the benefit of and shall be binding upon all the parties  hereto and upon all of
their respective heirs, successors and representatives.

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         9.  ENTIRE   AGREEMENT.   This   Agreement,   including  the  agreement
incorporated  by  reference,  contains  the entire  Agreement  among the parties
hereto within  respect to the matters  contemplated  hereby and  supersedes  all
prior  agreements  and  undertakings  between the parties  with  respect to such
matters.  This Agreement may not be amended,  modified or terminated in whole or
in part, except in writing, executed by each of the parties hereto.

         10.  INDEMNIFICATION.  Consultant  hereby  agrees to hold  harmless and
indemnify  Corporation from and against any and all loss, damage,  expense,  and
cost (including reasonable attorney's fees incurred in connection with the saem)
incurred by  Corporation as a result of  Consultant's  breach of any covenant or
agreement made herein.

         11.  SPECIFIC  PERFORMANCE.   The  Consultant   acknowledges  that  his
obligations hererunder are unique, and that it would be extremely  impracticable
to measure the resulting  damages if he should default in his obligations  under
this Agreement.  Accordingly, in the event of a failure by Consultant to perform
his obligations  hereunder,  which failure constitutes breach hereof by him, the
Corporation  may, in addition to any other  available  rights or remedies sue in
equity for  specific  performance  and, in  connection  with any such suit,  the
Consultant  expressly  waives the defense  therein that the  Corporation  has an
adequate remedy at law.

         12. SEVERABILITY. Should any part of any provision of this Agreement be
declared  invalid  by a  court  of  competent  jurisdiction,  such  decision  or
determination  shall not affect the  validity of any  remaining  portion of such
provisions  or any other  provision  and the  remainder of the  Agreement  shall
remain in full force and effect and shall be  construed  in all  respects  as if
such invalid or  unenforceable  provision or portion  thereof were not conatined
herein.  In the event of a declaration of  invalidity,  the provision or portion
thereof  declared  invalid shall not necessarily be invalidated in its entirety,
but shall be  observed  and  performed  by the parties to the  Agreement  to the
extent such provision is valid and enforceable.

         13. SECTION  HEADINGS.  The section  headings  contained herein are for
convenience  of reference only and shall not be considered any part of the terms
of this Agreement.

         14. CHOICE OF LAW. This Agreement shall be interpreted and performed in
accordance  with  the laws of the  State of New  York,  and the  parties  agree,
notwithstanding  the  principles  of conflicts of law, that the internal laws of
the State of New York shall  govern and  control the  validity,  interpretation,
performance,  and enforcement of this Agreement. Venue for any action under this
Agreement shall rest in Suffolk County, New York.

         IN WITNESS  WHEREOF,  Consultant  has  hereunto  put his hand,  and the
Corporation  has caused this  instrument to be executed in its corporate name by
its duly authorized officer, all as of the day and year first above written.

        CONSULTANT:                             CORPORATION:

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S.O.S. Resource Services, Inc.                  Champion Lyte Holdings, Inc.

By: /s/ Sal Russo                               By: /s/ David Goldberg
   ----------------------------                     -------------------------
S. Russo, President                                 David Goldberg, President







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