Championlyte Holdings, Inc.
                       2999 NE 191st Street, Penthouse Two
                               Aventura, FL 33180


April 8, 2003

Mr. Marshall Kanner
B K. Generalli
601 Brickell Avenue
Miami, FL 33131

Dear Marshall:

On behalf of the board of directors and  shareholders of Championlyte  Holdings,
Inc. (the  "Company"),  I want to thank you for all of the work you have done in
acting as Interim Chief Executive  Officer of the Company during this transition
period.  While we reluctantly accept your resignation as an executive officer of
the Company we are pleased that you will remain as both  Executive Vice Chairman
and a member of the board of directors of the Company.

In  appreciation  for your past efforts the remaining  members of the board have
authorized  the  issuance  of  460,000  shares of the  Company's  common  stock.
Additionally,  since you have continued to remain in the  capacities  mentioned,
the board has  further  authorized  the  issuance  to you of 360,000  additional
shares of the Company's common stock to be issued  immediately but shall vest on
a  pro-rata  basis for your  services  in 30,000  share  increments  each  month
assuming with April 2003 through  March 2004.  These shares shall be included on
the Company's  upcoming  registration  statement to be filed in the coming month
and you  agree  to not  undertake  any sale of  shares  prior  to  August  2003.
Thereafter you agree to a maximum  liquidation  of shares to those  available to
holders under Rule 144 of the 1933 Securities Act, as amended.  In your capacity
as an investment  banker,  should you bring  opportunities  to the Company which
result in a merger or  acquisition  or in a  financing,  the  Company  agrees to
compensate you in a manner  consistent  with the fee structures in your industry
and to be finalized prior to any transaction taking place.

On behalf of the board I would  like to thank you for your  efforts on behalf of
the Company and its  shareholders  these last few months and we appreciate  your
continued  involvement.  Please confirm your acceptance of the foregoing by your
signature.

Sincerely,

/s/ David Goldberg
- ---------------------------------------
David Goldberg
President

Accepted this 8th day of April, 2003:

/s/ Marshall Kanner
- ---------------------------------------
Marshall Kanner