Common use of Professional Fees and Costs Clause in Contracts

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/s Dxxxx Xxxxxxxx EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14, 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14, 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 PRODUCTS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003

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 constructionn possible and to apply to any circumstances in which such party reasonably incurs expenses. ChampionLyte Products, Inc. By: s/s Dxxxx Xxxxxxxx EXHIBIT `'A' CONVERSION NOTICE TO: ChampionLyte ProductsGlobal IT Holdings, Inc. 2000 XX 000xx 000 0xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx0000 Xxx Xxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14December 31, 2004 (the "Note") issued by ChampionLyte ProductsGlobal IT 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14, 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 PRODUCTS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003___________________________ ___________________________ ___________________________

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 ProductsHoldings, Inc. By: s/s Dxxxx Xxxxxxxx EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte ProductsHoldings, Inc. 2000 0000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14June 29, 2004 (the "Note") issued by ChampionLyte ProductsHoldings, Inc. (the "Company") hereby irrevocably exercises its the 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte ProductsHoldings, Inc. 2000 0000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14June 29, 2004 (the "Note") issued by ChampionLyte ProductsHoldings, 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): ------------------------ ------------------------ ------------------------ ------------------------ THIS NOTE AND THE STOCK INTO WHICH IT IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933CHAMPIONLYTE HOLDINGS, AS AMENDEDINC. 0000 XX 000XX XXXXXX XXXXX XXXXX XXXXX, OF THE UNITED STATES OF AMERICA XXXXXXX 00000 July 2, 2003 Xxx Xxxxxx, President Triple Crown Consulting, Inc. 0000 Xxxxx Xxx Xxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxx 00000 Dear Xx. Xxxxxx: This shall confirm our verbal agreement in which Triple Crown Consulting, Inc. (THE The "ACTNoteholder"), agrees to exchange the principal and any and all accrued interest in the $50,000 Series "B" Promissory Note (the "Note") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES between the Noteholder and Championlyte Holdings, Inc. (The "STATE ACTCompany") for 50,000 shares of Series IV Preferred Stock (the "Preferred"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOFor your review, OR IN CONNECTION WITHa copy of the Board of Directors resolution establishing the Preferred shares and its rights and designations is attached hereto. The Company further agrees to register the common shares underlying the Preferred in an SB-2 Registration Statement and pursuant to the terms of the Registration Rights Agreement wwhich is attached hereto as Exhibit "C" of the Note. Please acknowledge the above by signing below. Very truly yours, 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 PRODUCTSHOLDINGS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATONBY: /s/ Xxxxx Xxxxxxxx -------------------------------- XXXXX XXXXXXXX PRESIDENT AGREED AND ACCEPTED THIS 2nd DAY OF JULY, FLORIDA JUNE 302003 BY: TRIPLE CROWN CONSULTING, 2003INC. BY: /s/ Xxxxxxxx Xxxxxx -------------------------------- XXXXXXXX XXXXXX PRESIDENT

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 ProductsHoldings, Inc. By: s/s Dxxxx /s/ Xxxxx Xxxxxxxx ------------------------------------- President EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx1356 N.W. Boca Raton Blvd. Boca Raton, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 FL 33432 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 6, 2004 (the "Note") issued by ChampionLyte Products, Inc. (the "Company") hereby irrevocably exercises its the 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx1356 N.W. Boca Raton Blvd. Boca Raton, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 FL 33432 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 PRODUCTS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003):

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 ProductsGlobal IT Holdings, Inc. By: s/s Dxxxx Xxxxxxxx /s/ Xxxxx Xxxxx ----------------------------- Name: Xxxxx Xxxxx Title: President EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte ProductsGlobal IT Holdings, Inc. 2000 XX 000xx 000 0xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx0000 Xxx Xxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14December 31, 2004 (the "Note") issued by ChampionLyte ProductsGlobal IT 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14, 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 PRODUCTS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003-----------------------------

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/s Dxxxx Xxxxxxxx EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 PRODUCTS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003------------------------

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/s Dxxxx Xxxxxxxx /s/ Mxxxxxxx Xxxxxx Interim Chief Operating Officer EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx1356 N.W. Boca Raton Blvd. Boca Raton, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 FL 33432 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 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): ------------------------ ------------------------ ------------------------ EXHIBIT `'B' ASSIGNMENT FORM TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx1356 N.W. Boca Raton Blvd. Boca Raton, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 FL 33432 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 AMENDMENT TO THE COMPANY AND RENDERED BY LEGAL COUNSEL SATISFACTORY TO THE COMPANY. CHAMPIONLYTE PRODUCTS, INC. SERIES B A 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATONThis Amendment to the Series A 6.5% Convertible Promissory Note dated July 3, FLORIDA JUNE 302003 between Championlyte Holdings, 2003Inc. (f/k/a Championlyte Products, Inc.), ("Championlyte") and Advantage Fund I, LLC ("Advantage Fund").

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 ProductsHoldings, Inc. By: s/s /s/ Dxxxx Xxxxxxxx President EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx1356 N.W. Boca Raton Blvd. Boca Raton, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 FL 33432 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx1356 N.W. Boca Raton Blvd. Boca Raton, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 FL 33432 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 PRODUCTS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003------------------------

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 ProductsHoldings, Inc. By: s/s Dxxxx Xxxxx Xxxxxxxx ------------------------------------- President EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx1356 N.W. Boca Raton Blvd. Boca Raton, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 FL 33432 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 6, 2004 (the "Note") issued by ChampionLyte Products, Inc. (the "Company") hereby irrevocably exercises its the 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx1356 N.W. Boca Raton Blvd. Boca Raton, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 FL 33432 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 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): ------------------------ ------------------------ ------------------------ ------------------------ ASSIGNMENT FORM TO: ChampionLyte Holdings, Inc. 0000 XX 000xx Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 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 Xxxxx Xxxxxxxxx ---------------------------------------- Signature: President Fill in for registration of Note: ASSIGNEE: GAMMA OPPORTUNITY CAPITAL PARTNERS, LP British Colonial Centre of Commerce Xxx Xxx Xxxxxx, Xxxxx 000 Xxxxxx (NP), The Bahamas Fax: (000) 000-0000 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 PRODUCTSHOLDINGS, INC. (formerly known as Championlyte Products, Inc.) SERIES B A 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATONAventura, FLORIDA JUNE 30Florida 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.

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 ProductsHoldings, Inc. By: s/s Dxxxx Xxxxxxxx EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte ProductsHoldings, Inc. 2000 0000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14, 2004 (the "Note") issued by ChampionLyte ProductsHoldings, Inc. (the "Company") hereby irrevocably exercises its the 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte ProductsHoldings, Inc. 2000 0000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14, 2004 (the "Note") issued by ChampionLyte ProductsHoldings, 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): ------------------------ ------------------------ ------------------------ ------------------------ CHAMPIONLYTE HOLDINGS, INC. 0000 XX 000XX XXXXXX XXXXX XXXXX XXXXX, XXXXXXX 00000 April 18, 2003 Xxx Xxxxxx, President Triple Crown Consulting, Inc. 0000 Xxxxx Xxx Xxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxx 00000 Dear Xx. Xxxxxx: This shall confirm our verbal agreement in which Triple Crown Consulting, Inc. (The "Noteholder"), agrees to exchange the principal and any and all accrued interest in the $50,000 Series "B" Promissory Note (the "Note") between the Noteholder and Championlyte Holdings, Inc. (The "Company") for 50,000 shares of Series IV Preferred Stock (the "Preferred"). For your review, a copy of the Board of Directors resolution establishing the Preferred shares and its rights and designations is attached hereto. The Company further agrees to register the common shares underlying the Preferred in an SB-2 Registration Statement and pursuant to the terms of the Registration Rights Agreement which is attached hereto as Exhibit "C" of the Note. Please acknowledge the above by signing below. Very truly yours, CHAMPIONLYTE HOLDINGS, INC. BY: /s/ Xxxx Xxxxxxxx -------------------------------- XXXX XXXXXXXX PRESIDENT AGREED AND ACCEPTED THIS 22nd DAY OF APRIL, 2003 BY: TRIPLE CROWN CONSULTING, INC. BY: /s/ Xxxxxxxx Xxxxxx -------------------------------- XXXXXXXX XXXXXX PRESIDENT 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 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 EXAMPTION EXEMPTION 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 PRODUCTSHOLDINGS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003

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 ProductsGlobal IT Holdings, Inc. By: s/s Dxxxx Xxxxxxxx ----------------------------- Name: Title: EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte ProductsGlobal IT Holdings, Inc. 2000 XX 000xx Xxxxxx535 5th Avenue, Xxxxxxxxx Xxx.Suite 1004 New York, Xxxxx Xxxxx Xxxxx, XX 00000 NY 10017 Attn: Corporate Secretary The undersigned owner Corxxxxxx Xxxxxxxxx Xxx xxxxxxxxxxx xxxxx of this 6.5% Convertible Note due April 14December 31, 2004 (the "Note") issued by ChampionLyte ProductsGlobal IT 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14, 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 PRODUCTS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003_____________________________ _____________________________ _____________________________

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/s Dxxxx Xxxxxxxx EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14June 29, 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14June 29, 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 PRODUCTS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003------------------------

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 ProductsHoldings, Inc. By: s/s /s/ Dxxxx Xxxxxxxx EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte ProductsHoldings, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 6, 2004 (the "Note") issued by ChampionLyte ProductsHoldings, 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte ProductsHoldings, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 6, 2004 (the "Note") issued by ChampionLyte ProductsHoldings, 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 PRODUCTS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003------------------------

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/s Dxxxx /s/ Xxxxxxxx Xxxxxx ------------------------------------- Interim Chief Operating Officer EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx1356 N.W. Boca Raton Blvd. Boca Raton, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 FL 33432 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 6, 2004 (the "Note") issued by ChampionLyte Products, Inc. (the "Company") hereby irrevocably exercises its the 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): ------------------------ ------------------------ ------------------------ EXHIBIT `'B' ASSIGNMENT FORM TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx1356 N.W. Boca Raton Blvd. Boca Raton, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 FL 33432 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 PRODUCTS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003):

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. Old Fashioned Syrup Company. By: s/s Dxxxx /s/ Xxxxx Xxxxxxxx EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte Products, Inc. 2000 Old Fashioned Syrup Company 0000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., 0 Xxxxx Xxxxx Xxxxx, XX Xxxxxxx 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Senior Secured Convertible Note due April 14October 15, 2004 (the "Note") issued by ChampionLyte Products, Inc. Old Fashioned Syrup Company (the "Company") hereby irrevocably exercises its option to convert $__________ Principal Amount of the amount owed on the Note into fifty one (51%) percent of the issued and outstanding shares of Common Stock of the Company 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14, 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 PRODUCTS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003------------------------

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/s Dxxxx Xxxxxxxx EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 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): ------------------------ ------------------------ ------------------------ EXHIBIT `'B' ASSIGNMENT FORM TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 AMENDMENT TO THE COMPANY AND RENDERED BY LEGAL COUNSEL SATISFACTORY TO THE COMPANY. CHAMPIONLYTE PRODUCTS, INC. SERIES B A 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATONThis Amendment to the Series A 6.5% Convertible Promissory Note dated July 3, FLORIDA JUNE 302003 between Championlyte Holdings, 2003Inc. (f/k/a Championlyte Products, Inc.), ("Championlyte") and Advantage Fund I, LLC ("Advantage Fund").

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 ’s fees and other professional fees and other oilier 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. Cargo Connection Logistics Holdings, Inc. (f/k/a ChampionLyte Holdings, Inc., f/ka ChampionLyte Products, Inc. Inc.) By: s/s Dxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxx as CFO Name: Xxxxx Xxxxxxx Title: Chief Financial Officer EXHIBIT `‘A' ’ CONVERSION NOTICE TO: Cargo Connection Logistics Holdings, Inc. (f/k/a ChampionLyte Holdings, Inc., f/k/a ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx XxxInc.) 0000 Xxxx Xxxxxxx Xxxx., Xxxxx Xxxxx XxxxxN. Pompano Beach, XX 00000 Florida 33064 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14December 31, 2004 (the "Note") issued by Cargo Connection Logistics Holdings, Inc. (f/Xxx XxxxxxxxXxxx Holdings, Inc., f/k/a ChampionLyte Products, Inc. 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14, 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 PRODUCTS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003):

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 ProductsHoldings, Inc. By: s/s /s/ Dxxxx Xxxxxxxx EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte ProductsHoldings, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14, 2004 (the "Note") issued by ChampionLyte ProductsHoldings, 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte ProductsHoldings, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14, 2004 (the "Note") issued by ChampionLyte ProductsHoldings, 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): ------------------------ ------------------------ ------------------------ ------------------------ CHAMPIONLYTE HOLDINGS, INC. 2000 XX 000XX XXXXXX XXXXX XXXXX XXXXX, XXXXXXX 00000 April 18, 2003 Bxx Xxxxxx, President Triple Crown Consulting, Inc. 1000 Xxxxx Xxx Xxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxx 00000 Dear Mx. Xxxxxx: This shall confirm our verbal agreement in which Triple Crown Consulting, Inc. (The "Noteholder"), agrees to exchange the principal and any and all accrued interest in the $50,000 Series "B" Promissory Note (the "Note") between the Noteholder and Championlyte Holdings, Inc. (The "Company") for 50,000 shares of Series IV Preferred Stock (the "Preferred"). For your review, a copy of the Board of Directors resolution establishing the Preferred shares and its rights and designations is attached hereto. The Company further agrees to register the common shares underlying the Preferred in an SB-2 Registration Statement and pursuant to the terms of the Registration Rights Agreement which is attached hereto as Exhibit "C" of the Note. Please acknowledge the above by signing below. Very truly yours, CHAMPIONLYTE HOLDINGS, INC. BY: /s/ Dxxx Xxxxxxxx DXXX XXXXXXXX PRESIDENT AGREED AND ACCEPTED THIS 22nd DAY OF APRIL, 2003 BY: TRIPLE CROWN CONSULTING, INC. BY: /s/ Bxxxxxxx Xxxxxx BXXXXXXX XXXXXX PRESIDENT 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 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 EXAMPTION EXEMPTION 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 PRODUCTSHOLDINGS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003

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 ProductsGlobal IT Staffing Group, Inc. By: s/s Dxxxx Xxxxxxxx Xxxxx Xxxxx Chief Executive Officer EXHIBIT `'A' CONVERSION NOTICE TO: ChampionLyte ProductsGlobal IT Staffing Group, Inc. 2000 XX 000xx 00 X. 00xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx000 Xxx Xxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.510% Convertible Note due April 14June 24, 2004 2006 (the "Note") issued by ChampionLyte ProductsGlobal IT Staffing Group, 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): ------------------------ ------------------------ ------------------------ ___________________________ ___________________________ ___________________________ EXHIBIT `'B' ASSIGNMENT FORM TO: ChampionLyte Products, Global IT Staffing Group Inc. 2000 XX 000xx 00 X. 00xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx000 Xxx Xxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.510% Convertible Note due April 14June 24, 2004 2006 (the "Note") issued by ChampionLyte ProductsGlobal IT Staffing Group, 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 PRODUCTS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003___________________________ ___________________________ ___________________________ ___________________________

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 ProductsHoldings, Inc. By: s/s Dxxxx Xxxxxxxx President EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx1356 N.W. Boca Raton Blvd. Boca Raton, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 FL 33432 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx1356 N.W. Boca Raton Blvd. Boca Raton, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 FL 33432 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 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): ------------------------ ------------------------ ------------------------ ------------------------ ASSIGNMENT FORM TO: ChampionLyte Holdings, Inc. 2000 XX 000xx Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 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 Axxxx Xxxxxxxxx Signature: President Fill in for registration of Note: ASSIGNEE: GAMMA OPPORTUNITY CAPITAL PARTNERS, LP British Colonial Centre of Commerce Oxx Xxx Xxxxxx, Xxxxx 000 Xxxxxx (NP), The Bahamas Fax: (000) 000-0000 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 PRODUCTSHOLDINGS, INC. (formerly known as Championlyte Products, Inc.) SERIES B A 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATONAventura, FLORIDA JUNE 30Florida 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.

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 ProductsGlobal It Holdings, Inc. By: s/s Dxxxx Xxxxxxxx /s/ Lxxxx Xxxxx Name: Lxxxx Xxxxx Title: President EXHIBIT `'A' CONVERSION NOTICE TO: ChampionLyte ProductsGlobal IT Holdings, Inc. 2000 XX 000xx 500 0xx Xxxxxx, Xxxxxxxxx Xxx.Xxxxx 0000 New York, Xxxxx Xxxxx Xxxxx, XX 00000 NY 10017 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14December 31, 2004 (the "Note") issued by ChampionLyte ProductsGlobal IT 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 ______________ unto shares of Common Stock Issued 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 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte Products, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14, 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 PRODUCTS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003_______________________ _______________________ _______________________

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 ProductsHoldings, Inc. By: s/s /s/ Dxxxx Xxxxxxxx EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte ProductsHoldings, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14June 29, 2004 (the "Note") issued by ChampionLyte ProductsHoldings, 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte ProductsHoldings, Inc. 2000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14June 29, 2004 (the "Note") issued by ChampionLyte ProductsHoldings, 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): ------------------------ ------------------------ ------------------------ ------------------------ THIS NOTE AND THE STOCK INTO WHICH IT IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933CHAMPIONLYTE HOLDINGS, AS AMENDEDINC. 2000 XX 000XX XXXXXX XXXXX XXXXX XXXXX, OF THE UNITED STATES OF AMERICA XXXXXXX 00000 July 2, 2003 Bxx Xxxxxx, President Triple Crown Consulting, Inc. 1000 Xxxxx Xxx Xxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxx 00000 Dear Mx. Xxxxxx: This shall confirm our verbal agreement in which Triple Crown Consulting, Inc. (THE The "ACTNoteholder"), agrees to exchange the principal and any and all accrued interest in the $50,000 Series "B" Promissory Note (the "Note") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES between the Noteholder and Championlyte Holdings, Inc. (The "STATE ACTCompany") for 50,000 shares of Series IV Preferred Stock (the "Preferred"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOFor your review, OR IN CONNECTION WITHa copy of the Board of Directors resolution establishing the Preferred shares and its rights and designations is attached hereto. The Company further agrees to register the common shares underlying the Preferred in an SB-2 Registration Statement and pursuant to the terms of the Registration Rights Agreement wwhich is attached hereto as Exhibit "C" of the Note. Please acknowledge the above by signing below. Very truly yours, 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 PRODUCTSHOLDINGS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATONBY: /s/ Dxxxx Xxxxxxxx DXXXX XXXXXXXX PRESIDENT AGREED AND ACCEPTED THIS 2nd DAY OF JULY, FLORIDA JUNE 302003 BY: TRIPLE CROWN CONSULTING, 2003INC. BY: /s/ Bxxxxxxx Xxxxxx BXXXXXXX XXXXXX PRESIDENT

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 ProductsHoldings, Inc. By: s/s Dxxxx /s/ Xxxxx Xxxxxxxx ------------------------------------- EXHIBIT `A' CONVERSION NOTICE TO: ChampionLyte ProductsHoldings, Inc. 2000 0000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 6, 2004 (the "Note") issued by ChampionLyte ProductsHoldings, Inc. (the "Company") hereby irrevocably exercises its the 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): ------------------------ ------------------------ ------------------------ EXHIBIT `B' ASSIGNMENT FORM TO: ChampionLyte ProductsHoldings, Inc. 2000 0000 XX 000xx Xxxxxx, Xxxxxxxxx Xxx., Xxxxx Xxxxx Xxxxx, XX 00000 Attn: Corporate Secretary The undersigned owner of this 6.5% Convertible Note due April 14January 6, 2004 (the "Note") issued by ChampionLyte ProductsHoldings, 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): ------------------------ ------------------------ ------------------------ ------------------------ 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 PRODUCTS, INC. SERIES B 6.5% CONVERTIBLE PROMISSORY NOTE $50,000.00 BOCA RATON, FLORIDA JUNE 30, 2003):