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. 


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 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

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 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/   Robert Tatum


By:  ROBERT TATUM

Its:  CEO


ChampionLyte Products, Inc.


/s/   Marshall Kanner


By:  Marshall Kanner

Its:  Interim COO