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                                CONVERTIBLE NOTE



THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
UNDER THE SECURITIES LAW OF ANY STATE. THEY MAY NOT BE TRANSFERRED, SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER SUCH ACT
AND ANY APPLICABLE STATE LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO
RULE 144 OF SUCH ACT.


Aqua Vie Beverage Corporation
Convertible Note
Due: September 1, 2001

           $ 75,000

  March 1, 2000


Aqua Vie Beverage Corporation (the " Company"), a Delaware corporation, for
value received, hereby promises to pay to Bruce A. Butcher or order ("Holder"),
the principal amount of $ 75,000 on September 1, 2001 with interest on the
unpaid balance of such principal amount at the rate of 8% per annum from March
1, 2000 which interest shall be payable at such time as the unpaid balance
hereof becomes due and payable (whether at maturity or at a date fixed for
prepayment or otherwise). Payments of principal and interest shall be made in
lawful money of the United States of America at the principal office of the
above-named payee or at such other place as the Holder hereof shall have
designated to the Company in writing.

      1.0.      CONVERSION

      1.1 Conversion Rights

                  All, or any portion of, the unpaid principal amount of this
                  Note may at (i) the election of the Company or the Holder at
                  any time after 181 days have elapsed from the date hereof, and
                  (ii) at the election of the Company if (aa) The Board of
                  Directors of the Company shall have approved a plan of
                  reorganization, exchange, merger or consolidation to which the
                  Company is a party, or an acquisition of the Company; (bb)
                  Immediately upon the closing of an offering with respect to
                  the Common Stock of the Company where the amount of such
                  securities

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                  sold is $5,000,000. or more; (cc) When the Company shall have
                  a net worth of $5,000,000 or more; (dd) After the Common
                  Shares shall have been listed on NASDAQ for a period of not
                  less than three months be converted at the conversion price
                  per share of the Company's Common Stock of as adjusted and
                  readjusted from time to time in accordance with Section 2
                  hereof (such conversion price, as so adjusted and readjusted
                  and in effect at any time, being herein called the "Conversion
                  Price"), into the number of fully paid and nonassessable
                  shares of the Company's Common Stock determined by dividing
                  the principal amount to be so converted by the the Conversion
                  Price in effect at the time of such conversion.

   1.2  Notice of Conversion; New Note

           1.2.1. This Note may be converted in full or in part by the Holder
hereof by surrender of this Note with a notice of conversion duly executed by
such Holder (specifying the portion of the principal amount hereof to be
converted in the case of a partial conversion) to the Company.

           1.2.2. Upon any partial conversion of this Note, the Company at its
expense will forthwith issue and deliver to or upon the order of the Holder
hereof a new Note in a principal amount equal to the unpaid and unconverted
principal amount plus accrued and unpaid interest thereon of the surrendered
Note with due date and all other provisions except the amount due being the same
as this Note, such new Note to be dated the date of issuance and to bear
interest from date of issue(this Note and such new Notes being referred to
herein as the "Note" and "Notes") Each conversion shall be deemed to have been
effected immediately prior to the close of business on the date on which this
Note shall have been so surrendered to the Company; and at such time the rights
of the Holder of this Note as such shall, to the extent of the principal amount
thereof converted, cease, and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become the holder or holders of record
thereof.

      1.3.  Delivery of Stock Certificates; Fractional Shares

           As promptly as practicable after the conversion of this Note in full
or in part, and in any event within 20 days thereafter, the Company at its
expense will issue and deliver to the Holder of this Note a certificate or
certificates for the number of full shares of Common Stock issuable upon such
conversion, plus, in lieu of any fractional share to which such Holder would
otherwise be entitled, cash equal to such fraction of the Conversion Price.


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2.0. CONVERSION PRICE DETERMINATION AND ADJUSTMENTS: MINIMUM AND MAXIMUM

           The Conversion Price of this Note shall be subject to adjustment from
time to time as follows:

           2.1. In the event a Notice of Conversion is given, the average
closing transaction price of the Company Shares on the NASD OTC BB, or NASDAQ,
as the case may be for the 10 trading days prior to the date of the Notice of
Conversion shall be the Conversion Price, except that the Conversion price shall
not in any event be less than $.80 per share nor more than $3.00 per share,
subject to any adjustments provided hereunder for dilution and other corporation
actions.

           2.2. Share Splits or Subdivisions or Combinations

           If the number of shares of Common Stock outstanding at any time after
the date hereof is increased by a split or decreased by a combination of the
outstanding shares of Common Stock, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately decreased
or increased so that the number of shares of Common Stock issuable on conversion
hereof shall be decreased in proportion to such decrease in outstanding shares.

           2.3 Reorganization, Reclassification, Consolidation, Merger or Sale

           If any capital reorganization, reclassification, consolidation,
merger or any sale of all or substantially all of the Company's assets to
another person (collectively "Reorganization") is effected in such a way that
holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock, then, as a condition to such Reorganization, unless
waived by the Holderof this Note, lawful and adequate provision (in form and
substance satisfactory to the Holder of this Note) will be made whereby the
Holder of this Note will thereafter have the right to acquire and receive in
lieu of shares of Common Stock immediately theretofore acquirable and receivable
upon the conversion of this Note, such shares of stock, securities or assets as
may be issued or payable with respect to or in exchange for the number of shares
of Common Stock immediately theretofore acquirable and receivable upon
conversion of this Note had such Reorganization not taken place. In any such
case appropriate provision will be made with respect to such Holder's rights and
interests to the end that the provisions of this Section 2.3 will thereafter be
applicable in relation to any shares of stock, securities or assets thereafter
deliverable upon the conversion of this Note. The Company will not effect any
such Reorganization unless prior to the consummation thereof and unless waived
by the Holder of this Note, the successor corporation (if other than the
Company) resulting from


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consolidation or merger or the Company purchasing such assets assumes by written
instrument (in form reasonably satisfactory to the Holder of this Note) the
obligation to deliver to each such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holder may be
entitled to acquire.

           2.4. Certificate as to Adjustments

           In the case of each adjustment or readjustment of the Conversion
Price pursuant to this Section 2, the Company will promptly compute such
adjustment or readjustment in accordance with the terms hereof and cause a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based to be delivered to
the Holder of this Note. The Company will, upon the written request at any time
of the Holder of this Note, furnish or cause to be furnished to such Holder a
certificate setting forth:

                     2.4.1. Such adjustments and readjustments;

                     2.4.2. The Conversion Price at the time in effect; and

                     2.4.3. The number of shares of Common Stock and the amount,
           if any, of other property at the time receivable upon the conversion
           of the principal amount of this Note.

           2.5 Notices of Record Date, etc

                     In the event of:

                     2.5.1. Any taking by the Company of a record of the holders
           of any class of securities of the Company for the purpose of
           determining the holders thereof who are entitled to receive any
           dividend (other than a cash dividend payable out of earned surplus at
           the same rate as that of the last such cash dividend theretofore
           paid) or other distribution, or any right to subscribe for, purchase
           or otherwise acquire any shares of stock of any class or any other
           securities or property, or to receive any other right, or

                     2.5.2. Any capital reorganization of the Company, any
           reclassification or recapitalization of the capital stock of the
           Company or any transfer of all or substantially all of the assets of
           the Company to any other person or any consolidation or merger
           involving the Company, or

                     2.5.3. Any voluntary or involuntary dissolution,
           liquidation or winding-up of the Company, the Company will mail to
           the Holder of this


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           Note at least 15 days prior to the earliest date specified
           therein, a notice specifying:

                               2.5.3.1. The date on which any such record is to
                     be taken for the purpose of such dividend, distribution or
                     right, and the amount and character of such dividend,
                     distribution or right; and,

                               2.5.3.2. The date on which any such
                     reorganization, reclassification, transfer, consolidation,
                     merger, dissolution, liquidation or winding-up is expected
                     to become effective and the record date for determining
                     shareholders entitled to vote thereon.

           2.6. Reservation of Stock Issuable Upon Conversion.

           This Company shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock solely for the purpose of
effecting the conversion of the Notes such number of its shares of Common Stock
as shall from time to time be sufficient to effect the conversion of the Notes;
and if at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of all then outstanding Notes,
in addition to such other remedies as shall be available to the Holder of this
Note, this Company will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purposes.

           3.0 REDEMPTION OF NOTE

                     3.1. General: At any time after issuance hereof, the
Company may give notice of redemption of the principal and interest due on the
Note.

                     3.2. Notices: Notice of Redemption shall be made not less
than 10 days prior to the Date of Redemption, and not more than 20 days.

                     3.3. Conversions: A Holder is not able to elect to convert
a Note after Notice of Redemption has been made and while subject to redemption
providing the redemption is made in full not less that five business days upon
submission of the Note for redemption pursuant to a Notice hereunder.

                     3.4. Payment on Redemption: Notes shall be submitted for
redemption within 10 days of the Redemption Date, or ten days after actual
receipt of the Notice of Redemption, whichever is later. Payment shall be in
cash not less than five business days after submission by a Holder. Failure to
pay in full shall nullify a Notice of Redemption and a Holder may elect to
convert as otherwise provided herein, or hold the Notes to maturity or convert
in part as otherwise provided herein.

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           4.0.  EVENTS OF DEFAULT

           The following described events shall be hereinafter individually
called an "Event of Default " and collectively shall be called "Events of
Default":

                     4.1 Default in Payments

                     The Company defaults in the payment of any principal of or
           interest on this Note when due and such default continues for 30
           days.

                     4.2  Failure to Perform

                     The Company otherwise fails to perform any other covenant
or provision set forth in its Restated Articles of Incorporation if such failure
is materially adverse to the Company or to the Holders of these Notes.

                     4.3 Bankruptcy, Insolvency, Etc

                     The Company or any subsidiary which is material to the
           consolidated financial condition of the Company makes an assignment
           for the benefit of creditors or admits in writing its inability to
           pay its debts generally as they become due; or an order, judgment or
           decree is entered adjudicating the Company or any such subsidiary
           bankrupt or insolvent; or the Company or any such subsidiary
           petitions or applies to any tribunal for the appointment of a
           trustee, receiver or liquidator of the Company or any such subsidiary
           or of any substantial part of the assets of the Company or any such
           subsidiary, or commences any proceeding (other than a proceeding for
           the voluntary liquidation and dissolution of a subsidiary) relating
           to the Company or any such subsidiary under any bankruptcy,
           reorganization, arrangement, insolvency, readjustment of debt,
           dissolution or liquidation law of any jurisdiction; or any such
           petition or application is filed, or any such proceeding is
           commenced, against the Company or any such subsidiary and either (a)
           the Company or any such subsidiary by any act indicates its approval
           thereof, consent thereto or acquiescence therein or (b) such
           petition, application or proceeding is not dismissed within 120 days.



           5.0 MISCELLANEOUS

                     5.1 Successors and Assigns

                     The terms and conditions of this Note shall inure to the
           benefit of and be binding upon the respective successors and assigns
           of the Company and the Holder hereof. Nothing in this Note, express
           or implied,


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           is intended to confer upon any party other than such
           parties or their respective successors and assigns any rights,
           remedies, obligations, or liabilities under or by reason of this
           Note, except as expressly provided in this Note.

                     5.2 Titles and Subtitles

                     The titles and subtitles used in this Note are for
           convenience only and are not to be considered in construing or
           interpreting this Note.

                     5.3 Notices

                     Any notice required or permitted under this Note shall be
           given in writing and shall be deemed effectively given upon personal
           delivery to the party to be notified or upon deposit with the United
           States Post Office, by registered or certified mail, postage prepaid
           and addressed to the party to be notified at the address indicated
           for such party on the Company's books and records, or at such other
           address as such party may designate by 15 days' advance written
           notice to the other parties.

                     5.4 Amendments and Waivers

                     Any term of this Note may be amended and the observance of
           any term of this Note may be waived (either generally or in a
           particular instance and either retroactively or prospectively), only
           with the written consent of the Company and the Holder hereof. Any
           amendment or waiver effected in accordance with this paragraph shall
           be binding upon the Holder of this Note (and any securities into
           which this Note is convertible), each future holder of all such
           securities, and the Company.

                     5.5 Severability

                     If one or more provisions of this Note are held to be
           unenforceable under applicable law, such provision shall be excluded
           from this Note and the balance of the Note shall be interpreted as if
           such provision were so excluded and shall be enforceable in
           accordance with its terms.

                     5.6 Remedies on Default, Etc

                     In case of a default in the payment of any principal of or
           interest on this Note, the Company will pay to the Holder hereof such
           further amount as shall be sufficient to cover the cost and expenses
           of collection, including, without limitation, reasonable attorneys'
           fees, expenses and disbursements. No right, power or remedy conferred
           by this Note upon any Holder hereof shall be exclusive of any other
           right, power or remedy

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           referred to herein or now or hereafter available at law, in equity,
           by statute or otherwise.

           5.7 This Note shall be governed by and construed and enforced in
accordance with the laws of the State of Washington except insofar as and to the
extent that the laws of the United States of America shall have application.



AQUA VIE BEVERAGE CORPORATION
By:           /S/
   -------------------------------
       Thomas Gillespie
             President


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