SETTLEMENT AGREEMENT
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         This Settlement Agreement (The Agreement) is hereby executed by and
between Barry Willson (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 $80,357.18
                  as satisfaction for any and all wages, wage claims, claims for
                  benefits, demands, damages, costs, fees or severance due or
                  that may become due (The Consideration).

         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. Defendant agrees that the Plaintiff's designee
                  only, shall place and sell said shares, with any net proceeds
                  being applied to and deducted from any remaining balance of
                  the Consideration. After the 200,000 shares are issued and
                  sold, if there is any remaining balance the Defendant will pay
                  such balance by making a payment of $5,000 on November 1st
                  2003 and further payments of $5,000 on the first day of each
                  successive month thereafter until the Consideration is fully
                  paid.

         3-       The Plaintiff will immediately cease all demand, collection,
                  litigation or levy activities. However, Defendant breaches any
                  provision of this Settlement Agreement including but not
                  limited to any default in the payments of the Consideration
                  then Plaintiff at his sole option shall have the right to
                  terminate this Agreement and to seek satisfaction through a
                  Court of Competent Jurisdiction.

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

         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.


Barry Willson                             BEVsystems International Inc.


/s/ Barry Willson                         /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:    June 24, 2003                    Date:      June 24, 2003
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