STRATEGIC MARKETING AGREEMENT

This Agreement dated January 20, 2003 is between BevSystems  International, Inc.
having its  principal  address at 501  Brickell  Key Drive Suite 407 Miami,  FL
33131 ("BEVI") and Championlyte  Products,  Inc having its principal  address at
2999  NE  191st  Street,  Penthouse  Two,  Aventura,   Florida  33180  ("CPLY"),
individually  referred to as a "Party" and collectively  hereinafter referred to
as the "Parties".

WHEREAS the Parties both have beverage  products and are both publicly traded on
the over the counter bulletin board as maintained by NASDAQ and;

WHEREAS the Parties each seek to increase their  efficiencies  of manufacture of
their respective products as well as their distribution and;

WHEREAS the Parties agree that each possess certain customers, manufacturing and
distribution outlets, relationships and other knowledge that the other currently
does not possess and;

WHEREAS BEVI has certain  personnel and  consultants  at its disposal who can be
committed towards accomplishing these goals and;

WHEREAS CPLY has certain  distribution  outlets and resources that BEVI does not
possess that can also be utilized towards accomplishing these goals;

THEREFORE, the Parties agree as follows:

                                    SECTION 1

                                      TERM

1.1 This  Agreement  shall have a term of six months from the date  hereof,  but
shall be  cancelable  by either  party  after 90 days from the date  hereof upon
written notice to the address as provided for below in SECTION 7.

                                    SECTION 2

                        RESPONSIBILITIES AND ACTIVITIES.

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

2.1 BEVI shall provide a sufficient  number of its personnel and/or  consultants
to assist CPLY in the manufacture and marketing of its products. BEVI shall also
market CPLY's products to its existing customers.

2.2 CPLY shall agree to market BEVI products to its existing and pending
customers and make available its personnel and other resources in sufficient
number and quantity to carry out the goals as agreed by the Parties.

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                                    SECTION 3

                                 SHARE EXCHANGE

The  Parties  agree  as part of this  Agreement  to  exchange  shares  of  their
respective common stocks ("shares") as follows:

3.1 BEVI shall issue  shares  equal to $125,000 per month of its common stock to
CPLY.  These  shares  shall be fully paid and  non-assessable  and shall bear no
restrictive  legend.  BEVI shall register these shares prior to each issuance on
form S-8 or some other applicable registration form.

3.2 CPLY shall issue  50,000  shares of its  restricted  stock per month to BEVI
under this agreement. These shares shall carry a piggyback registration right.

                                    SECTION 4

                   COMPENSATION, REVENUE SHARING AND EXPENSES.

The Parties  agree that this  Agreement  inure  benefits to the Parties and have
agreed to provide for compensation, Revenue Sharing and Expenses as follows:

4.1 CPLY shall pay to BEVI up to $100,000  per month for services to be rendered
under this Agreement and for any and all expenses  incurred on its behalf.  BEVI
shall  render these  invoices on a monthly  basis with back up and they shall be
due and payable upon presentation.

4.2 CPLY shall be entitled to fifty  percent  (50%) of the profits  derived from
the  distribution of the Parties products under this Agreement and BEVI shall be
entitled to fifty percent (50%) of the profits derived from the  distribution of
the Parties  products under this Agreement,  provided  however that any payments
made under Section  IV(1) shall be deducted from BEVI's  portion of amounts due.
Profits  shall be calculated  as Invoiced  Revenue,  minus the sum of the Actual
Cost of Goods  inclusive of delivery to the customer,  with  deductions  for any
returns and allowances, discounts, etc.

                                    SECTION 5

                             REPRESENTATIONS OF BEVI

BEVI represents and warrants to CPLY as follows:

5.1 AUTHORIZATION TO ENTER AGREEMENT AND TO DELIVER ITS COMMON SHARES.  BEVI has
the complete  power to execute and deliver this  Agreement and consummate all of
the transactions  contemplated hereby. This Agreement  constitutes the valid and
legally binding obligations of the BEVI,  enforceable against BEVI in accordance
with its terms.  BEVI has the  complete  power and right to sell,  transfer  and
deliver the shares of its

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common stock as contemplated herein to CPLY and upon consummation of the
transaction contemplated by this Agreement, CPLY will acquire good and
marketable title to its common shares.

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

                                    SECTION 6

                            REPRESENTATIONS OF CPLY.

CPLY represents and warrants to BEVI as follows:

6.1 AUTHORIZATION TO ENTER AGREEMENT AND TO DELIVER ITS COMMON SHARES.  CPLY has
the complete  power to execute and deliver this  Agreement and consummate all of
the transactions  contemplated hereby. This Agreement  constitutes the valid and
legally binding obligations of the CPLY,  enforceable against CPLY in accordance
with its terms.  CPLY has the  complete  power and right to sell,  transfer  and
deliver the shares of its common stock as  contemplated  herein to BEVI and upon
consummation  of the  transaction  contemplated  by this  Agreement,  BEVI  will
acquire good and marketable title to all its common shares.

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

                                    SECTION 7

                                     NOTICES

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

         If to BEVI, to:               BevSystems International, Inc.
                                       501 Brickell Key Drive, Suite 407
                                       Miami, Florida 33131
                                       Fax: (305) 668-0383

<PAGE>

                                       Attn: Mr. G. Robert Tatum
                                       Chief Executive Officer

         If to CPLY, to:               ChampionLyte Products, Inc.
                                       2999 NE 191st Street, Penthouse Two
                                       North Miami Beach, FL 33180
                                       Attn: Mr. Marshall Kanner,
                                       Inerim Chief Operating Officer
                                       Fax: (305) 932-3697

                                    SECTION 8

                                  MISCELLANEOUS

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

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

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

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

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

8.6 CONSTRUCTION.  This Agreement has been drafted by the BEVI and CPLY jointly.
Any ambiguity herein shall not be judged against either party. The language used
in this

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Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against
any party.

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

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

BevSystems International, Inc.

/s/ G. Robert Tatum
---------------------
By: G. Robert Tatum
Its: CEO

ChampionLyte Products, Inc.

/s/ Marshall Kanner
----------------------
By: Marshall Kanner
Its: Interim COO