SETTLEMENT AGREEMENT
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         This Settlement Agreement is hereby executed by and between Jerry
Pearring (Plaintiff) and BEVsystems International, Inc. (Defendant), effective
the date of execution contained herein.

Whereas the parties have agreed to settle their disputes without further
litigation.

I.       The parties hereby agree to exchange the following consideration:

         1-       The Defendant will pay Plaintiff the total sum of $82,468.64
                  as satisfaction for any and all wages, wage claims, claims for
                  benefits, demands, damages, costs, fees or severance due or
                  that may become due.

         2-       The Defendant will issue the Plaintiff 50,000 shares of
                  unrestricted S-8 stock in its company upon execution of this
                  agreement and 50,000 shares of unrestricted S-8 stock in its
                  company each 30 days thereafter until Plaintiff receives
                  200,000 shares. Plaintiff agrees that the company's designee
                  only, shall place and sell said shares in a manner beneficial
                  to the company, with any net proceeds being applied to and
                  deducted from any remaining balance. After the 200,000 shares
                  are issued and sold, if there is any remaining balance the
                  Defendant will pay such balance within the one year
                  anniversary of this Settlement Agreement.

         3-       The Defendant will immediately cease all demand, collection,
                  litigation or levy activities and withdraw same from any
                  relevant Court of Competent Jurisdiction.

         4-       The Plaintiff will execute a Release that will stipulate that
                  all claims against the Defendant are satisfied, including as
                  against any individual principal, subsidiary, parent or
                  subdivision of the Defendant.

                  Defendant are satisfied, including as against any individual
                  principal, subsidiary, parent or subdivision of the Defendant.

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         5-       The parties acknowledge that the Consideration constitutes
                  full and final payment, settlement and satisfaction of all
                  claims, invoices, debts, bills, statements and fees which
                  were, are or may have been due arising out of Plaintiff's
                  claims and Complaint, and that said payments and consideration
                  do not constitute any admission of guilt, liability or
                  responsibility whatsoever, except satisfaction of judgments
                  that are in the public record.

         6-       Entire Agreement. This Agreement embodies and constitutes the
                  entire understanding between Plaintiff and Defendants with
                  respect to the transactions contemplated in this Agreement,
                  and all prior or contemporaneous agreements, understanding,
                  representations and statements, oral or written, are merged
                  into this Agreement.


Jerome Pearring                          BEVsystems International Inc.


/s/ Jerome Pearring                     /s/ Bob Tatum
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In his Individual Capacity and           By its C.E.O G. Robert Tatum III
For any relevant corporate capacity.


Date:       7/3/03                                Date:    June 24, 2003
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