AQUA CLARA BOTTLING & DISTRIBUTION INC
AQUA CLARA 8K, STOCK PURCHASE/SALE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>aqua8kexhibit1.txt
<DESCRIPTION>AQUA CLARA 8K, STOCK PURCHASE/SALE AGREEMENT
<TEXT>





                                   EXHIBIT 10


                  AGREEMENT FOR THE PURCHASE AND SALE OF STOCK
                                  by and among
                    Aqua Clara Bottling & Distribution, Inc.,
                             a Colorado corporation;
                         BEVsystems International, Ltd.,
                             a Bermuda corporation;
                         and those persons specified on
                Pages 45 through 51, inclusive, of this Agreement

(begin boldface)
THIS AGREEMENT FOR THE PURCHASE AND SALE OF STOCK  ("Agreement") is entered into
effective the 15th day of January,  2002 ("Effective  Date"),  by and among Aqua
Clara Bottling & Distribution,  Inc., a Colorado  corporation  ("Company"),  and
BEVsystems International,  Ltd., a Bermuda corporation ("BEVsystems"); and those
persons  specified  on  Pages  46  through  51,  inclusive,  of this  Agreement,
(together,  the "Sellers") each a shareholder of BEVsystems,  and provides for a
process  pursuant to which  BEVsystems will become a wholly owned  subsidiary of
the Company.
(end boldface)

                                    RECITALS

     A.   The Company is a reporting issuer pursuant to the Securities  Exchange
          Act of 1934 ("Exchange Act") and participates on the  Over-The-Counter
          Bulletin Board electronic  quotation service ("Bulletin  Board").  The
          Company  has  one  wholly  owned   subsidiary,   which  is  Pocotopaug
          Investments, Inc., a Florida corporation.

     B.   BEVsystems is a privately held corporation.

     C.   The  Company  desires  to  acquire,  on the terms and  subject  to the
          conditions and in the manner  specified in this Agreement,  all of the
          issued and outstanding shares of common stock of BEVsystems.

     D.   BEVsystems  believes that it is desirable and in the best interests of
          BEVsystems  that it be  acquired  by the  Company  as a  wholly  owned
          subsidiary of the Company, and BEVsystems desires that the acquisition
          proposal  of the  Company be made  available  to the  shareholders  of
          BEVsystems.

     E.   The Company is not prepared or willing to proceed with the transaction
          contemplated by the provisions of this Agreement  without the support,
          agreements,  warranties  and  representations  of  BEVsystems  and the
          Sellers specified in this Agreement,  and the Company is proceeding in
          reliance   upon  such   support,   agreements,   representations   and
          warranties.

(begin boldface)
NOW,  THEREFORE,  IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL BE
DEEMED TO BE A SUBSTANTIVE  PART OF THIS  AGREEMENT,  AND THE MUTUAL  COVENANTS,
PROMISES, UNDERTAKINGS,  AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN
THIS  AGREEMENT  AND OTHER GOOD AND  VALUABLE  CONSIDERATION,  THE  RECEIPT  AND
SUFFICIENCY  OF WHICH ARE HEREBY  ACKNOWLEDGED,  WITH THE INTENT TO BE OBLIGATED


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<PAGE>



LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT
AND WARRANT AS FOLLOWS:
(end boldface)


                                    ARTICLE I

                                   DEFINITIONS

As used in this  Agreement,  in  addition  to terms  defined  elsewhere  in this
Agreement,  the  terms  specified  below  in  this  Article  I  shall  have  the
definitions  and meanings  specified  immediately  after those  terms,  unless a
different  and common  meaning of the term is clearly  indicated by the context,
and variants  and  derivatives  of the  following  terms shall have  correlative
meanings.  To the extent that certain of the definitions and meanings  specified
below suggest,  indicate, or express agreements between or among parties to this
Agreement, or specify representations or warranties or covenants of a party, the
parties to this Agreement agree to the same, by execution of this Agreement. The
parties to this Agreement agree that  agreements,  representations,  warranties,
and covenants  expressed in any part or provision of this Agreement  shall,  for
all  purposes  of this  Agreement,  be treated in the same  manner as other such
agreements,  representations,  warranties,  and covenants specified elsewhere in
this Agreement,  and the article or section of this Agreement  within which such
an agreement,  representation,  warranty, or covenant is specified shall have no
separate meaning or effect on the same.

1.1  Accumulated  Funding  Deficiency.  An "accumulated  funding  deficiency" as
--------------------------------------
defined  by the  provisions  of  Section  302(a)(2)  of  ERISA  or the  last two
sentences  of  Section  412(a)(2)  of the Code,  or, in either  case,  successor
provisions to such provisions adopted by amendments to ERISA or the Code, as the
case may be, and including, in each case, other provisions of ERISA, the Code or
other law, and regulations  adopted  pursuant to ERISA or the Code or such other
law, modifying, amending, interpreting or otherwise affecting the application of
such provisions,  either in general or as applied to the nature or circumstances
of a particular person that is a party to, or is affected by, or is involved in,
the  Transaction  and with  respect to which  person the use of the term in this
Agreement, or in the particular provision of this Agreement, is relevant.

1.2 Affiliate. When used with respect to a person, an "affiliate" of that person
--------------
is a person  Controlling,  Controlled  by,  or under  common  Control  with that
person.

1.3 Agreement.  This Agreement For The Purchase and Sale of Stock, including all
--------------
of its  schedules  and exhibits,  if any, and all other  documents  specifically
referred to in this  Agreement  that have been or are to be delivered by a party
to this  Agreement to another such party in connection  with the  Transaction or
this Agreement,  and including all duly adopted amendments,  modifications,  and
supplements  to or of this  Agreement and such  schedules,  exhibits,  and other
documents.

1.4 Audited Financial Statements. The balance sheet, income statement, statement
---------------------------------
of  stockholders'  equity,  and  statement  of cash flows or, in each  instance,
equivalent statements of the Company, the Company's  subsidiary,  or BEVsystems,
as the case may be, as commonly  provided to  shareholders,  as of December  31,
2000, and for the two (2) years then ended, as reported on by the Auditors.

1.5 Auditors.  Independent certified public accountants currently being retained
-------------
by the Company or by BEVsystems, as the case may be, for the purpose of auditing
financial statements of the Company or BEVsystems, as the case may be.

1.6 BEVsystems. BEVsystems International Ltd., a Bermuda corporation.
---------------


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<PAGE>



1.7  BEVsystems  Balance  Sheet.  The most recent  balance sheet included in the
--------------------------------
Audited Financial Statements of BEVsystems.

1.8 BEVsystems Disclosure Document.  The document delivered by BEVsystems to the
-----------------------------------
Company  specifying  certain  disclosures  regarding  BEVsystems  regarding  the
Transaction.

1.9  Business  Day.  Any day that is not a Saturday,  Sunday,  or a day on which
-------------------
banks in Denver, Colorado are authorized to close.

1.10 Closing. The completion of the Transaction, to occur as contemplated by the
-------------
provisions of Article II of this Agreement.

1.11 Closing Date. The date on which the Closing actually occurs, which shall be
------------------
February 25, 2002, unless otherwise agreed by the parties to this Agreement, but
shall not in any event be prior to  satisfaction  or waiver of the conditions to
Closing specified by the provisions of Article VII of this Agreement.

1.12 Closing Time.  The time at which the Closing  actually  occurs.  All events
------------------
that are to occur at the Closing  Time  shall,  for all  purposes,  be deemed to
occur simultaneously,  except to the extent, if at all, that a specific order of
occurrence is otherwise specified.

1.13 Code.  The Internal  Revenue Code of 1986,  as amended and in effect at the
----------
Effective Date.

1.14 Company. Aqua Clara Bottling & Distribution, Inc., a Colorado corporation.
-------------

1.15  Company  Balance  Sheet.  The most recent  balance  sheet  included in the
------------------------------
Audited Financial Statements of the Company.

1.16  Company  Disclosure  Document.  The  document  delivered by the Company to
------------------------------------
BEVsystems  specifying certain  disclosures  regarding the Company regarding the
Transaction.

1.17 Complete Withdrawal.  A "complete  withdrawal" from a Multiemployer Plan as
-------------------------
defined by the  provisions  of Section 4203 of ERISA or successor  provisions to
such provision  adopted by amendments to ERISA and including other provisions of
ERISA or of other law and  regulations  adopted  pursuant to ERISA or such other
law, modifying, amending, interpreting or otherwise affecting the application of
such provision,  either in general or as applied to the nature or  circumstances
of a particular person that is a party to, or is affected by, or is involved in,
the  Transaction  and with  respect to which  person the use of the term in this
Agreement, or in the particular provision of this Agreement, is relevant.

1.18  "Control".  Generally,  the power to direct the management or affairs of a
----------------
person.

1.19  Consideration.  Shares of the Company's' common stock, which shares may be
--------------------
referred to in this Agreement as the "Subject Shares".

1.20  Effective  Date.  The date  which is  specified  in the  preamble  of this
----------------------
Agreement.

1.21 ERISA. The Employee  Retirement Income Security Act of 1974, as amended and
-----------
in effect at the Effective Date.

1.22 Exchange Act. The  Securities  Exchange Act of 1934, as amended to the date
------------------
as which any reference thereto is relevant pursuant to this Agreement, including
any substitute or replacement statue adopted in place or lieu thereof.


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<PAGE>



1.23  Facilities.   All  warehouses,   stores,  plants,  production  facilities,
-----------------
manufacturing  facilities,   equipment,  processing  facilities,  fixtures,  and
improvements  owned or leased by any party or  otherwise  used by such  party in
connection  with the  operation  of its  business or leased or subleased by such
party to other persons.

1.24 GAAP. Generally accepted accounting principles, as in effect on the date of
----------
any statement,  report or  determination  that purports to be, or is required to
be,  prepared or made in accordance  with GAAP. All references in this Agreement
to financial  statements  prepared in accordance  with GAAP shall be defined and
mean in accordance  with GAAP  consistently  applied  throughout  the periods to
which reference is made.

1.25 HSR. The Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended.
---------

1.26  Inventories.  The stock of raw  materials,  work-in-process  and  finished
------------------
goods, including,  but not limited to, finished goods purchased for resale, held
for manufacturing,  assembly, processing,  repairing, finishing, sale, or resale
to others,  from time to time in the ordinary course of the business in the form
in which  such  inventories  then are held or after  manufacturing,  assembling,
finishing,  processing,  incorporating  with  other  goods or  items,  refining,
repairing, or similar processes.

1.27 IRS. The Internal Revenue Service.
---------

1.28 Liabilities.  At any point in time ("Determination  Time"), the obligations
-----------------
of a person, whether known or unknown,  contingent or absolute, recorded on such
person's  books or not,  arising or  resulting  in any way from  facts,  events,
agreements,  obligations  or  occurrences  that existed or transpired at a prior
point in time, or resulted from the passage of time to the  Determination  Time,
but not including  obligations  accruing or payable after the Determination Time
to the extent (but only to the  extent)  that such  obligations  (i) result from
previously existing agreements for services,  benefits, or other considerations,
and (ii) accrue or become payable with respect to services,  benefits,  or other
considerations received by the person after the Determination Time.

1.29 Multiemployer Plan. A "multiemployer plan," as defined by the provisions of
------------------------
Section  3(37) of ERISA or  Section  414(f)  of the Code,  or,  in either  case,
successor  provisions to such  provisions  adopted by amendments to ERISA or the
Code,  as the case may be, and  including,  in each case,  other  provisions  of
ERISA,  the Code or other law, and regulations  adopted pursuant to ERISA or the
Code  or  such  other  law,  modifying,  amending,  interpreting,  or  otherwise
affecting the application of such provisions, either in general or as applied to
the nature or  circumstances  of a  particular  person that is a party to, or is
affected by, or is involved in, the Transaction and with respect to which person
the use of the term in this  Agreement,  or in the particular  provision of this
Agreement, is relevant.

1.30 Partial  Withdrawal.  A "partial  withdrawal" from a Multiemployer Plan, as
-------------------------
defined in  Section  4205 of ERISA or  successor  provisions  to such  provision
adopted by  amendments to ERISA and  including  other  provisions of ERISA or of
other  law,  and  regulations  adopted  pursuant  to  ERISA or such  other  law,
modifying, amending, interpreting or otherwise affecting the application of such
provision,  either in general or as applied to the nature or  circumstances of a
particular  person that is a party to, or is affected by, or is involved in, the
Transaction  and  with  respect  to  which  person  the use of the  term in this
Agreement, or in the particular provision of this Agreement, is relevant.

1.31 Payables.  Liabilities of a party  resulting from the borrowing of money or
--------------
the incurring of obligations for merchandise or goods purchased.


                                        4
<PAGE>



1.32 Plan  Termination.  A  termination  of a Pension Plan,  whether  partial or
-----------------------
complete, within the meaning of Title IV of ERISA.

1.33 PBGC. The Pension Benefit Guaranty Corporation.
----------

1.34 Pension  Plan.  A "pension  plan" or "employee  pension  benefit  plan," as
-------------------
defined in  Section  3(2) of ERISA or  successor  provisions  to such  provision
adopted by  amendments to ERISA and  including  other  provisions of ERISA or of
other  law,  and  regulations  adopted  pursuant  to  ERISA or such  other  law,
modifying,  amending,  interpreting,  or otherwise  affecting the application of
such provision,  either in general or as applied to the nature or  circumstances
of a particular person that is a party to, or is affected by, or is involved in,
the  Transaction  and with  respect to which  person the use of the term in this
Agreement, or in the particular provision of this Agreement, is relevant.

1.35 Prohibited Transaction.  A "prohibited  transaction," as defined in Section
----------------------------
406 of ERISA or  Section  4975(c)  of the Code,  or, in either  case,  successor
provisions to such provisions adopted by amendments to ERISA or the Code, as the
case may be, and including, in each case, other provisions of ERISA, of the Code
or of other law, and regulations  adopted  pursuant to ERISA or the Code or such
other  law,  modifying,  amending,  interpreting,  or  otherwise  affecting  the
application of such provisions, either in general or as applied to the nature or
circumstances  of a particular  person that is a party to, or is affected by, or
is involved in, the  Transaction and with respect to which person the use of the
term in this Agreement,  or in the particular  provision of this  Agreement,  is
relevant.

1.36  Projections.  The projections of economic results of BEVsystems,  prepared
------------------
quarterly  through  December 31, 2001, and delivered to the Company  pursuant to
the terms of this Agreement. The Projections include projected financial results
for the  business  operations  of  BEVsystems.  The  Company  acknowledges  that
projections  of future  economic  performance  are  necessarily  unreliable  and
subject  to  the  occurrence  or  nonoccurrence  of a  variety  of  events,  but
BEVsystems  represents and warrants that the  Projections  have been prepared on
the basis of assumptions that are, in the judgment of BEVsystems,  reasonable in
all respects and are not to the knowledge of BEVsystems contrary in any material
respect to fact or to events that have occurred or are presently in existence.

1.37 Proprietary Rights. Trade secrets, copyrights, patents, trademarks, service
------------------------
marks,  customer lists, and all similar types of intangible  property developed,
created or owned by the person claiming  ownership,  proprietary or similar,  or
used by such person in connection  with such person's  business,  whether or not
the same are entitled to legal protection.

1.38 Proxy Statement. The document prepared by the Company for submission to its
---------------------
shareholders  soliciting their proxies to permit the persons to whom proxies are
thereby granted to vote to approve or disapprove the Reverse Stock Split and the
change of the Company's name to Bevsystems International Inc.

1.39 Receivables.  Accounts receivable,  notes receivable, and other obligations
-----------------
appearing as assets on the books of the Company or of BEVsystems,  respectively,
and  customarily  specified as assets in balance  sheets  prepared in accordance
with GAAP.

1.40 Registration. Registration pursuant to the Securities Act.
------------------

1.41  Reportable  Event. A "reportable  event," as defined in Section 4043(b) of
------------------------
ERISA or successor  provisions to such provision  adopted by amendments to ERISA
and including other provisions of ERISA or of other law, and regulations adopted
pursuant  to ERISA or such  other law,  modifying,  amending,  interpreting,  or
otherwise  affecting the application of such provision,  either in general or as
applied to the nature or  circumstances  of a particular  person that is a party


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<PAGE>



to, or is affected  by, or is involved in, the  Transaction  and with respect to
which  person  the  use of the  term  in this  Agreement,  or in the  particular
provision of this Agreement, is relevant.

1.42 Reverse  Stock Split.  The  completion by the Company of a 1 for 10 reverse
--------------------------
split of those shares of the Company's'  common stock issued and  outstanding on
the Effective Date, which shall be, and hereby is, a condition  precedent to the
closing and consummation of the Transaction.

1.43 SEC. The Securities and Exchange Commission.
---------

1.44  Securities  Act. The  Securities Act of 1933, as amended to the date as of
----------------------
which any reference  thereto is relevant  pursuant to this Agreement,  including
any substitute or replacement statute adopted in place or lieu thereof.

1.45 Sellers. Those persons specified on Pages 48 through 53, inclusive, of this
-------------
Agreement.

1.46  Transaction.  The  acquisition  by the  Company  of all of the  issued and
------------------
outstanding common stock of BEVsystems and the related transactions contemplated
by this Agreement.

1.46  Unaudited  Financial  Statements.  The balance  sheet,  income  statement,
---------------------------------------
statement of  stockholders'  equity and  statement  of cash flows or  equivalent
statements of the Company, the Company's subsidiary,  or BEVsystems, as the case
may be,  as  commonly  prepared,  as at  September  30,  2001,  with  comparable
statements for each similar period of the prior fiscal year.

1.48  Welfare  Plan.  A "welfare  plan" or an "employee  welfare  benefit  plan"
--------------------
defined in  Section  3(1) of ERISA or  successor  provisions  to such  provision
adopted by  amendments to ERISA and  including  other  provisions of ERISA or of
other  law,  and  regulations  adopted  pursuant  to  ERISA or such  other  law,
modifying,  amending,  interpreting,  or otherwise  affecting the application of
such provision,  either in general or as applied to the nature or  circumstances
of a particular person that is a party to, or is affected by, or is involved in,
the  Transaction  and with  respect to which  person the use of the term in this
Agreement, or in the particular provision of this Agreement, is relevant.


                                   ARTICLE II

                                 THE TRANSACTION

2.1 The  Transaction.  On the Closing Date, and at the Closing Time,  subject in
---------------------
all  instances  to each of the terms,  conditions,  provisions  and  limitations
specified in this  Agreement,  (i) the Sellers shall  surrender and tender their
shares  of  capital   stock  issued  by   BEVsystems  to  the  Company  and,  as
consideration  and in exchange for those  shares,  subject to the  provisions of
Section  6.15  of  this  Agreement,  the  Company  shall  issue  to the  Sellers
30,432,410  shares of the  Company's  common  stock;  (ii) the  officers  of the
Company  immediately  prior  to the  Closing  Date,  except  E.  Douglas  Cifers
("Cifers"),  will resign their offices with the Company;  (iii) the directors of
the Company  immediately  prior to Closing Date,  except Cifers,  will resign as
directors of the Company;  and (iv) the name of the Company shall  thereafter be
changed to the name BEVsystems  International Inc., as soon as practicable after
                    ------------------------------
the Closing.

2.2 Delivery of Consideration. Pursuant to the Transaction, each Seller shall be
------------------------------
entitled to  receive,  from and after the  Closing,  in respect of the shares of
common  stock of  BEVsystems  issued and  outstanding  immediately  prior to the
Closing  Date owned by such Seller  (and upon  surrender  of the  certificate(s)
evidencing and representing  those shares,  duly endorsed and in all respects in
proper form for transfer), such Seller's pro rata share of the Consideration.


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<PAGE>



2.3 Closing.  The Closing of the Transaction  shall take place at the offices of
------------
Stepp Law Group,  1301 Dove Street,  Suite 460,  Newport Beach,  California,  at
10:00 A.M. on the Closing Date,  or at such other place and time as  BEVsystems,
the Sellers  and the Company may agree upon,  which other date shall then be the
Closing Date.

2.4 Parties to the Agreement and Transaction.  By executing this Agreement, each
---------------------------------------------
of the Sellers agrees to be obligated by the provisions of this Agreement and by
any  amendment,  modification,  or change in or to this  Agreement or any of its
provisions  that is accepted by Sellers  holding a majority of all of the issued
and outstanding  shares of common stock of BEVsystems held by all of the Sellers
in the aggregate;  provided, however, that no such amendment,  modification,  or
change shall treat any Seller who does not consent  thereto more  favorably than
such  amendment,  modification,  or change  treats any  Seller who does  consent
thereto.


                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF BEVSYSTEMS

BEVsystems hereby represents and warrants to the Company the following:

3.1 Organization And Qualification.  BEVsystems is a corporation duly organized,
-----------------------------------
validly existing,  and in good standing pursuant to the laws of its jurisdiction
of incorporation and has the requisite  corporate power and authority to conduct
its business as that  business is now being  conducted.  BEVsystems  is, or will
prior to the Closing be, duly qualified as a foreign corporation to do business,
and in good standing, in each jurisdiction where the character of the properties
owned  or  leased  by it,  or  the  nature  of  its  activities,  is  such  that
qualification as a foreign corporation in that jurisdiction is required by law.

3.2  Capitalization.  The  authorized  capital stock of  BEVsystems  consists of
--------------------
80,000,000  shares of common stock,  $.01 par value,  and  20,000,000  shares of
preferred stock, $.01 par value.  There is no other capital stock authorized for
issuance.  As of the Effective  Date,  14,817,647  shares of BEVsystems'  common
stock were validly issued and outstanding, fully paid, and nonassessable.  As of
the Effective Date,  BEVsystems had not issued any preferred stock; no shares of
its common stock were held in BEVsystems'  treasury;  and no shares are reserved
for  issuance,  nor are there  outstanding  any options,  warrants,  convertible
instruments  or other rights,  agreements or commitments to acquire common stock
of  BEVsystems,  except  as fully and  completely  described  on the  BEVsystems
Disclosure Document.

3.3 Authority Relative to This Agreement. BEVsystems has the requisite corporate
-----------------------------------------
power  and  authority  to  enter  into  this  Agreement  and to  carry  out  its
obligations  created by this  Agreement.  The  execution  and  delivery  of this
Agreement and the  consummation of the Transaction have been duly authorized and
approved  by the  requisite  corporate  authority  of  BEVsystems  and no  other
corporate  proceedings  on the part of  BEVsystems  are necessary to approve and
adopt this Agreement or to approve the  consummation  of the  Transaction.  This
Agreement has been duly and validly  executed and  delivered by  BEVsystems  and
constitutes  a valid  and  binding  obligation  of  BEVsystems,  enforceable  in
accordance with its terms.

3.4 Absence of Breach; No Consents. The execution,  delivery, and performance of
-----------------------------------
this Agreement,  and the performance by BEVsystems of its obligations created by
this  Agreement,  do not (i)  conflict  with or result in a breach of any of the
provisions of the Articles of  Incorporation  (or similar  charter  document) or
Bylaws (or similar governing  document) of BEVsystems;  (ii) contravene any law,
ordinance,  rule, or regulation of any state or political  subdivision of either
or of the United States (except for the HSR Act and compliance  with  regulatory
or licensing laws all of which,  to the extent  applicable to BEVsystems (and to

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<PAGE>



the extent within the control of BEVsystems),  will be satisfied in all material
respects prior to the Closing),  or of any applicable foreign  jurisdiction,  or
contravene any order, writ,  judgment,  injunction,  decree,  determination,  or
award  of any  court or  other  authority  having  jurisdiction,  or  cause  the
suspension or revocation of any authorization,  consent,  approval,  or license,
presently  in  effect,  which  affects  or  obligates  BEVsystems  or any of its
material properties, except in any event when such contravention will not have a
material  adverse  effect on the business,  condition  (financial or otherwise),
operations  or prospects  of  BEVsystems,  and will not have a material  adverse
effect on the validity of this Agreement or on the validity of the  consummation
the  Transaction;  (iii)  conflict  with or  result in a  material  breach of or
default  pursuant to any material  indenture or loan or credit  agreement or any
other  material  agreement or  instrument  to which  BEVsystems is a party or by
which BEVsystems may be affected or obligated;  (iv) require the  authorization,
consent,  approval,  or license of any third party; or (v) constitute any reason
for the loss or suspension  of any permits,  licenses,  or other  authorizations
used in the business of BEVsystems.

3.5  Brokers.  No  broker,  finder,  or  investment  banker is  entitled  to any
-------------
brokerage,  finder's,  or  other  fee or  commission  in  connection  with  this
Agreement  or  the  Transaction  or  any  related  transaction  based  upon  any
agreements, written or oral, made by or on behalf of BEVsystems. BEVsystems does
not have any  obligation  to pay  finder's or broker's  fees or  commissions  in
connection with the exercise of options to renew or extend real estate leases to
which BEVsystems is a party.

3.6 Financial Statements. BEVsystems has heretofore delivered to the Company the
-------------------------
following:

1.   The BEVsystems Unaudited Financial Statements;
2.   The BEVsystems Offering Memorandum dated November 30, 2001;
3.   The BEVsystems Disclosure Document; and
4.   The Projections.

All of the  historical  financial  statements  contained in such  documents were
prepared  from the books and records of  BEVsystems.  The  BEVsystems  Unaudited
Financial  Statements  were  prepared in  accordance  with GAAP,  and fairly and
accurately present the financial situation and condition of BEVsystems as at the
dates and for the periods indicated. Without limiting the foregoing, at the date
of the BEVsystems Balance Sheet, BEVsystems owned each of the assets included in
preparation of the BEVsystems Balance Sheet, and the valuation of such assets in
the  BEVsystems  Balance Sheet is not more than their fair saleable value (on an
item-by-item basis) at that date; and BEVsystems had no Liabilities,  other than
those specified in the BEVsystems  Balance Sheet, nor any Liabilities in amounts
in excess of the amounts included for them in the BEVsystems  Balance Sheet. The
BEVsystems Unaudited Financial Statements fairly present the financial situation
and  condition of  BEVsystems  as at and for the periods  indicated,  subject to
normal  year-end  adjustments,  none of which will be material.  The Projections
reasonable  anticipate the results of operations that BEVsystems expects it will
achieve absent extraordinary events or unusual conditions of which BEVsystems is
not  presently  on notice.  From the  Effective  Date  through the Closing  Date
BEVsystems will continue to prepare financial  statements on the same basis that
it has done so in the past,  BEVsystems  will promptly  deliver those  financial
statements to the Company, and the foregoing representations and warranties will
be applicable to each financial statement so prepared and delivered.

3.7 No Undisclosed  Liabilities.  BEVsystems  has no  Liabilities  which are not
--------------------------------
adequately presented or reserved against on the BEVsystems Balance Sheet, except
Liabilities  incurred since the date of BEVsystems Balance Sheet in the ordinary
course of business  and  consistent  with past  practice.  Without  limiting the
foregoing, (a) there are no unpaid leasehold improvements at any of BEVsystems's
Facilities or locations for which BEVsystems is or will be responsible,  and (b)
there are no  deferred  rents due to lessors  at or with  respect to any of such
Facilities or locations.


                                        8
<PAGE>



3.8 No Material  Adverse Change,  Etc. Since the date of the BEVsystems  Balance
--------------------------------------
Sheet,  other than as contemplated  or caused by this  Agreement,  there has not
been (i) any material  adverse change in the business,  condition  (financial or
otherwise),   operations,   or  prospects  of   BEVsystems;   (ii)  any  damage,
destruction,  or loss,  whether  covered by insurance or not,  having a material
adverse effect on the business,  condition (financial or otherwise),  operations
or prospects of BEVsystems;  (iii) any entry into or termination of any material
commitment,  contract, agreement, or transaction (including, without limitation,
any material  borrowing or capital  expenditure or sale or other  disposition of
any  material  asset or  assets)  by or  involving  BEVsystems,  other than this
Agreement and agreements  executed in the ordinary course of business;  (iv) any
redemption,  repurchase,  or other acquisition for value of its capital stock by
BEVsystems,  or any dividend or  distribution  declared,  set aside,  or paid on
capital stock of BEVsystems;  (v) any transfer of any right granted  pursuant to
any material  lease,  license,  agreement,  patent,  trademark,  trade name,  or
copyright  of  BEVsystems;  (vi) any sale or other  disposition  of any asset of
BEVsystems,  or any  mortgage,  pledge,  or  imposition  of any  lien  or  other
encumbrance  on any asset of  BEVsystems,  other than in the ordinary  course of
business,  or any  agreement  relating  to any of the  foregoing;  of (vii)  any
default  or  breach  by  BEVsystems  in any  material  respect  pursuant  to any
contract,  license or permit.  Since the date of the  BEVsystems  Balance Sheet,
BEVsystems  has  conducted  its business  only in the ordinary and usual course,
and, without limiting the foregoing,  no changes have been made in (i) executive
compensation amounts, (ii) the manner in which other employees of BEVsystems are
compensated,  (iii)  supplemental  benefits  provided to any such  executives or
other employees, or (iv) inventory amounts in relation to sales amounts, except,
in any such event, in the ordinary course of business and, in any event, without
material  adverse  effect on the business,  condition  (financial or otherwise),
operations, or prospects of BEVsystems.

3.9 Taxes.  BEVsystems  has  properly  filed or caused to be filed all  federal,
----------
state,  local,  and  foreign  income  and  other  tax  returns,   reports,   and
declarations that are required by applicable law to be filed by it and has paid,
or made full and  adequate  provision  for the payment of, all  federal,  state,
local,  and  foreign  income  and  other  taxes  properly  due for  the  periods
contemplated by such returns, reports, and declarations.

3.10 Litigation.  No  investigation  or review by any  governmental  entity with
----------------
respect to  BEVsystems  is pending or  threatened  (other than  inspections  and
reviews   customarily   made  of  businesses  such  as  those  similar  to  that
BEVsystems),  nor  has  any  governmental  entity  indicated  to  BEVsystems  an
intention  to conduct  any such  investigation  or  review.  There is no action,
litigation or proceeding pending or threatened against or affecting  BEVsystems,
at law  or in  equity,  or  before  any  federal,  state,  municipal,  or  other
governmental department, commission, board, bureau, agency, or instrumentality.

3.11 Employees, Etc. There are no collective bargaining,  bonus, profit sharing,
--------------------
compensation,  or  other  plans,  agreements,  trusts,  funds,  or  arrangements
maintained by BEVsystems for the benefit of directors, officers or employees of,
and  there  are  no  employment,   consulting,   severance,  or  indemnification
arrangements,  agreements,  or understandings  between,  BEVsystems,  on the one
hand,  and any  current or former  directors,  officers or other  employees  (or
Affiliates  thereof) of  BEVsystems,  on the other hand.  BEVsystems is not, and
following the Closing will not be,  obligated by any express or implied contract
or agreement to employ,  directly or as consultant or otherwise,  any person for
any specific period of time or until any specific age.

3.12  Compliance  With  Laws.  BEVsystems  is in  compliance  with all,  and has
-----------------------------
received no notice of any  violation of any, laws or  regulations  applicable to
its operations, including, without limitation, the laws and regulations relevant
to the use or utilization of premises,  or with respect to which compliance is a
condition  of  engaging  in  any  aspect  of the  business  of  BEVsystems,  and
BEVsystems  has all permits,  licenses,  zoning rights,  and other  governmental
authorizations necessary to conduct its business as presently conducted.

3.13 Ownership of Assets.  BEVsystems has good, marketable,  and insurable title
-------------------------
to, or valid, effective,  and continuing leasehold rights in the event of leased
property,  in all personal  property  owned or leased by it or used by it in the



                                        9
<PAGE>



conduct  of its  business  in such a  manner  as to  create  the  appearance  or
reasonable  expectation  that such  property  is owned or leased by it, free and
clear of all liens, claims,  encumbrances,  and charges,  except liens for taxes
not yet due and minor  imperfections  of title and  encumbrances,  if any, which
singularly  and in the  aggregate  are  not  substantial  in  amount  and do not
materially  detract from the value of the property subject thereto or materially
impair the use thereof.  BEVsystems does not know of any potential action by any
person,  and no proceedings  with respect  thereto have been instituted of which
BEVsystems has notice,  that would materially affect BEVsystems'  ability to use
and to  utilize  each of  BEVsystems'  assets in its  business.  BEVsystems  has
received  no notices  from any  mortgagee  regarding  any  properties  leased by
BEVsystems.

3.14 Proprietary Rights. BEVsystems possesses full and complete ownership of, or
------------------------
adequate  and  enforceable  long-term  licenses or other  rights to use (without
payment), all of its Proprietary Rights;  BEVsystems has not received any notice
of conflict  which asserts the rights of any other person with respect  thereto;
and BEVsystems  has in all material  respects  performed all of the  obligations
required to be performed  by it and is not in default in any  material  respect,
pursuant to any agreement relating to any such Proprietary Right.

3.15 Subsidiaries, Etc. BEVsystems has no subsidiaries.
-----------------------

3.16 Trade Names. The BEVsystems Disclosure Document identifies each trade name,
-----------------
fictitious business name, or other similar name pursuant to which BEVsystems has
conducted any part of BEVsystems'  business or pursuant to which  BEVsystems has
utilized any of BEVsystems'  assets during the 10 years  preceding the Effective
Date.

3.17 Employee Benefit Plans.
----------------------------

3.17.1 All Pension Plans and Welfare Plans of BEVsystems have been  administered
------
in substantial  compliance  with their terms,  ERISA and, when  applicable,  the
Code. If applicable,  the IRS has issued a favorable  determination  letter with
respect to the  qualification of each such Pension Plan and the exemption of any
corresponding  trust.  A copy of the most recent  determination  letter for each
Pension  Plan,  if any,  has been  furnished  to the  Company,  and  nothing has
occurred  since the date of any such  determination  letter that could cause the
relevant Pension Plan or trust to lose such qualification or exemption.

3.17.2 With respect to each Pension Plan and each Welfare Plan,  (i) there is no
------
fact,  including,  without  limitation,  any Reportable  Event, that exists that
would  constitute a reason for  termination  of such Plan by the PBGC or for the
appointment  by the  appropriate  United States  District  Court of a trustee to
administer  such  Plan,  in each case as  contemplated  by ERISA;  (ii)  neither
BEVsystems nor any fiduciary,  trustee or  administrator  of any Pension Plan or
Welfare  Plan,  has  engaged in a  Prohibited  Transaction  that  could  subject
BEVsystems to any material tax or any material  penalty  imposed by ERISA or the
Code;  (iii)  BEVsystems  has not incurred  any  material  liability to the PBGC
(other than for payment of premiums);  and (iv) there is no material Accumulated
Funding Deficiency with respect to any Pension Plan, whether or not waived.

3.17.3 There has been no Plan  Termination  that has occurred  during the 5 year
------
period ending on the Effective Date.

3.17.4 BEVsystems has no knowledge of any material  liability  incurred pursuant
------
to Title IV of ERISA by BEVsystems  with respect to any Pension Plan  maintained


                                       10
<PAGE>



by a trade or  business  (whether  or not  incorporated)  which is under  common
control with, or part of a controlled  group of corporations  with,  BEVsystems,
within the meaning of Section 414(b)(c) of the Code.

3.17.5 No Welfare  Plan is funded with a trust or other  funding  method,  other
------
than insurance policies.

3.17.6  There has occurred no Complete  Withdrawal  or Partial  Withdrawal  with
------
respect to any  Multiemployer  Plan that  could  cause  BEVsystems  to incur any
material Liability pursuant to or as a result of ERISA, other than to the extent
previously paid or fully provided for in the BEVsystems  Balance Sheet,  and all
payments  required  to be made to any such Plan by  BEVsystems  pursuant  to any
applicable collective bargaining agreements have been made.

3.18 Facilities. BEVsystems' Facilities are (as to physical plant and structure)
----------------
structurally sound and none of BEVsystems'  Facilities,  nor any of the vehicles
or other equipment used by BEVsystems in connection  with its business,  has any
material defects and all of them are in all material  respects in good operating
condition  and repair and are adequate for the uses to which they are  utilized;
none of  BEVsystems'  Facilities,  vehicles  or  other  equipment  is in need of
maintenance or repairs,  except for ordinary,  routine  maintenance  and repairs
which are not material in nature or cost. BEVsystems is not in breach, violation
or default of any lease  affecting  BEVsystems'  assets with respect to, or as a
result  of,  which  the other  party  (whether  lessor,  lessee,  sublessor,  or
sublessee)  thereto has the right to terminate the same,  and BEVsystems has not
received  notice  of any  claim  or  assertion  that it is or may be in any such
breach, violation or default.

3.19 Accounts Receivable. All accounts receivable of BEVsystems,  whether or not
-------------------------
specified  in  the  BEVsystems  Balance  Sheet,  represent  transactions  in the
ordinary course of business, and are current and collectible net of any reserves
specified on the BEVsystems  Balance Sheet (which reserves are adequate and were
calculated consistent with past practice).

3.20 Inventories. All Inventories of BEVsystems, whether or not specified in the
-----------------
BEVsystems  Balance Sheet,  are of a quality and quantity usable and saleable in
the  ordinary  course  of  business,  except  for  obsolete  items  and items of
below-standard  quality,  all of which,  in the  aggregate,  are  immaterial  in
amount.  Items  included  in such  Inventories  are  specified  on the  books of
BEVsystems, and are valued on the BEVsystems Balance Sheet, at the lower of cost
or market and, in any event, at not greater than their net realizable  value, on
an item by item basis,  after  appropriate  deduction  for costs of  completion,
marketing costs, transportation expense, and allocation of overhead.

3.21  Contracts.  The BEVsystems  Disclosure  Document  specifies all contracts,
----------------
agreements, or understandings, whether express or implied, written or verbal, to
which BEVsystems is a party. The BEVsystems Disclosure Document also specifies a
brief  summary of each such  contract,  agreement  or  understanding  identified
therein.   Without  in  any  respect  limiting  the  foregoing,  the  BEVsystems
Disclosure  Document  specifies a  description  of all leases of  properties  by
BEVsystems, including all amendments,  supplements,  extensions and modification
thereof,  identifying,  inter alia, the date each such document was executed and
its effective  period.  BEVsystems  is not a party to any executory  contract to
sell or transfer  any part of any  leasehold  interest of  BEVsystems.  True and
accurate copies of all leases, and of all amendments,  supplements,  extensions,
modifications  thereof,  have  heretofore  been  delivered  to  the  Company  by
BEVsystems.

3.22 Accounts Payable.  The accounts payable specified on the BEVsystems Balance
----------------------
Sheet do, and those  specified in the most recent  balance sheet included in the
BEVsystems  Unaudited Financial  Statements do, and those specified on the books
of  BEVsystems  at the time of the Closing  will,  specify  all amounts  owed by
BEVsystems in respect of trade accounts due and other  Payables,  and the actual



                                       11
<PAGE>



Liabilities of BEVsystems in respect of such  obligations were not, and will not
be, on any of such dates,  in excess of the amounts so  specified on the balance
sheets or the books and records of BEVsystems, as the case may be.

3.23 Labor Matters. There are no activities or controversies, including, without
-------------------
limitation, any labor organizing activities,  election petitions or proceedings,
proceedings  preparatory  thereto,  unfair  labor  practice  complaints,   labor
strikes, disputes,  slowdowns, or work stoppages, pending or, to the best of the
knowledge of BEVsystems, threatened, among BEVsystems and any of its employees.

3.24  Insurance.  BEVsystems  has  insurance  policies  in full force and effect
----------------
insuring  the assets of  BEVsystems  and such  insurance  policies  provide  for
coverages  which are usual and  customary  in the business of  BEVsystems  as to
amount and scope,  and are adequate to protect the assets of BEVsystems  against
any  reasonably  foreseeable  risk of  loss,  including  business  interruption.
BEVsystems  has not  within  the past  three (3) years  received  any  notice of
cancellation of any insurance agreement affecting the assets of BEVsystems.

3.25  Environmental  Matters and Title to and  Utilization  of Real  Properties.
--------------------------------------------------------------------------------
Except as disclosed  in  BEVsystems  Disclosure  Document,  BEVsystems  owns fee
simple,  insured  title to all real  property  owned by  BEVsystems  and has the
unfettered  right to use such real property,  and BEVsystems is not aware of any
claim,  notice or threat to the  effect  that its right to own and use such real
property is subject in any way to any  challenge,  claim,  assertion  of rights,
proceedings  toward  condemnation  or  confiscation,  in whole or in part, or is
otherwise subject to challenge.  Each parcel of real property owned or leased by
BEVsystems is free of any and all hazardous  wastes,  toxic  substances or other
types of contamination  or matters of  environmental  concern in connection with
any such real property.  BEVsystems has, in conjunction with acquiring ownership
of,  or any  leasehold  interest  in,  real  property,  (a)  caused an audit and
examination  to be made  as to the  existence  of any  hazardous  wastes,  toxic
substances,  or other types of contamination or matters of environmental concern
affecting each such real property,  which  examination  indicated that such real
property  is free of any  such  wastes,  toxic  substances  or  other  types  of
contamination or matters of environmental concern, and BEVsystems is not subject
to any  Liability  resulting  from or  related to any such  wastes,  substances,
contaminants or matters of environmental  concern,  and BEVsystems has delivered
to the  Company a copy of the  report  of any and all  hazardous  wastes,  toxic
substances, or other types of contamination or matters of environmental concern,
and BEVsystems is not subject to any Liability  resulting from or related to any
such wastes,  substances,  contaminants,  or matters of environmental concern in
connection with any such real property,  which  examination  indicated that such
real  property is free of any such wastes,  toxic  substances  or other types of
contamination or matters of environmental concern, and BEVsystems is not subject
to any  Liability  resulting  from or  related to any such  wastes,  substances,
contaminants or matters of environmental  concern,  and BEVsystems has delivered
to the  Company a copy of the  report of such  audit  and  examination;  and (b)
obtained an  appropriate  policy of title  insurance  insuring  the  interest of
BEVsystems in such real property,  which insurance policy was not subject to any
exceptions not reasonably  acceptable in the ordinary course of business,  and a
copy of which has been delivered to the Company.

3.26 Full Disclosure. The documents,  certificates, and other writings furnished
---------------------
or to be furnished by or on behalf of BEVsystems to the Company pursuant to this
Agreement,  including,  but not limited to, the BEVsystems  Disclosure Document,
taken  together  in the  aggregate,  do not and  will  not  contain  any  untrue
statement of a material  fact, or omit to specify any material fact necessary to
make the statements made,  considering the circumstances  pursuant to which they
are made, not misleading.

3.27 Options,  Warrants and Other Rights and  Agreements  Affecting  BEVsystems'
--------------------------------------------------------------------------------
Capital Stock.  BEVsystems has no authorized or outstanding  options,  warrants,
--------------
calls,  subscriptions,  rights,  convertible securities or other securities,  as
defined  by  the  provisions  of  the  Securities  Act  ("BEVsystems  Derivative
Securities"), or any commitments,  agreements,  arrangement or understandings of


                                       12
<PAGE>



any manner or nature whatsoever  obligating  BEVsystems,  in any event, to issue
shares  of  BEVsystems'   capital  stock  or  other   securities  or  securities
convertible  into or  evidencing  the right to  purchase  shares of  BEVsystems'
capital  stock  or  BEVsystems  Derivative  Securities,   except  as  fully  and
completely described on the BEVsystems  Disclosure Document.  Neither BEVsystems
nor any  officer,  director,  or  shareholder  of  BEVsystems  is a party to any
agreement,  understanding,  arrangement  or  commitment,  or  obligated  by  any
provision   which  creates  any  rights  in  any  person  with  respect  to  the
authorization,  issuance,  voting, sale or transfer of any shares of BEVsystems'
capital stock or BEVsystems Derivative Securities.

3.28 Internal  Accounting  Controls.  BEVsystems  maintains a system of internal
------------------------------------
accounting  controls  sufficient  to  provide  reasonable   assurance  that  (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of financial  statements  in  conformity  with GAAP and to maintain
asset  accountability,  (iii) access to assets is permitted  only in  accordance
with  management's  general or  specific  authorization,  and (iv) the  recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate action is taken with respect to any differences.

3.29  Evaluation  of Risks.  BEVsystems  has such  knowledge  and  experience in
---------------------------
business and financial  matters that  BEVsystems  is capable of  evaluating  the
Company  and the  proposed  activities  thereof,  the  risks  and  merits of the
Transaction and of making an informed decision relating thereto;  and BEVsystems
is not  utilizing any other person  regarding the  evaluation of those risks and
merits.

3.30  Questionable  Payments.  Neither  BEVsystems,  nor any director,  officer,
-----------------------------
agent,  employee,  or other  person  associated  with or  acting  on  behalf  of
BEVsystems  has,  directly or indirectly,  used any corporate funds for unlawful
contributions,  gifts,  entertainment,  or other unlawful  expenses  relating to
political activity;  made any unlawful payment to foreign and domestic political
parties or  campaigns,  from  corporate  funds;  violated  any  provision of the
Foreign Corrupt Practices Act of 1977, as amended; established or maintained any
unlawful or unrecorded fund of corporate monies or other assets;  made any false
or  fictitious  entry on the books or  records  of  BEVsystems;  made any bribe,
rebate,  payoff,  influence payment,  kickback, or other unlawful payment; given
any favor or gift which is not deductible  for federal  income tax purposes;  or
made any bribe, or kickback, or other payment of a similar or comparable nature,
whether lawful or not, to any person or entity,  private, or public,  regardless
of form, whether in money,  property, or services, to obtain favorable services,
to  obtain  favorable  treatment  in  securing  business  or to  obtain  special
concessions,  or to pay for  favorable  treatment  for  business  secured or for
special concessions already obtained.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
                                 OF THE COMPANY

The Company, for itself and for and on behalf of Pocotopaug Investments, Inc., a
Florida  corporation  and the Company's  subsidiary,  represents and warrants to
BEVsystems and the Sellers as follows:

4.1  Organization  And  Qualification.   The  Company  and  its  subsidiary  are
--------------------------------------
corporations duly organized,  validly existing, and in good standing pursuant to
the  laws of  their  jurisdictions  of  incorporation  and  have  the  requisite
corporate  power and authority to conduct their  businesses as those  businesses
are now being  conducted.  The Company and its subsidiary  are, or will prior to
the Closing be, duly qualified as foreign  corporations  to do business,  and in
good standing,  in each jurisdiction where the character of the properties owned
or leased by them, or the nature of their activities, is such that qualification
as foreign corporations in those jurisdictions is required by law.


                                       13
<PAGE>



4.2  Capitalization.  The  authorized  capital stock of the Company  consists of
--------------------
100,000,000  shares of common  stock,  no par  value,  and  5,000,000  shares of
preferred  stock, no par value.  There is no other capital stock  authorized for
issuance by the Company.  As of the  Effective  Date,  79,991,535  shares of the
Company's  common stock were validly  issued and  outstanding,  fully paid,  and
nonassessable.  After the  consummation  of the Reverse  Stock Split,  7,999,154
shares of the Company's common stock will be issued and outstanding,  fully paid
and  nonassessable.  As of the  Effective  Date,  100  shares  of the  Company's
preferred stock were validly issued and outstanding.  No shares of the Company's
common stock are held in the Company's treasury,  and no shares are reserved for
issuance,  nor  are  there  outstanding  any  options,   warrants,   convertible
instruments  or other rights,  agreements or commitments to acquire common stock
of the  Company,  except  as  fully  and  completely  described  on the  Company
Disclosure  Document.  The authorized capital stock of the Company's  subsidiary
consists of 1,000,000 shares of common stock, no par value, and 50,000 shares of
preferred  stock, no par value.  There is no other capital stock  authorized for
issuance by the Company's subsidiary. As of the Effective Date, 1,000,000 shares
of the Company's  subsidiary's common stock were validly issued and outstanding,
fully paid, and non accessible.  As of the Effective Date,  27,500 shares of the
Company's subsidiary's  preferred stock were validly issued and outstanding.  No
shares of the  Company's  subsidiary's  common  stock are held in the  Company's
subsidiary's  treasury,  and  no  shares  are  reserved  for  issuance  by  that
subsidiary,  nor  are  there  outstanding  any  options,  warrants,  convertible
instruments  or other rights,  agreements or commitments to acquire common stock
of that  subsidiary,  except as fully and  completely  described  on the Company
Disclosure Document.

4.3  Authority  Relative  to This  Agreement.  The  Company  has  the  requisite
---------------------------------------------
corporate  power and authority to enter into this Agreement and to carry out its
obligations  created  by this  Agreement.  Except as  specified  on the  Company
Disclosure  Document,  the  execution  and  delivery of this  Agreement  and the
consummation  of the  Transaction  have been duly authorized and approved by the
requisite corporate authority of the Company and no other corporate  proceedings
on the part of the Company are necessary to approve and adopt this  Agreement or
to approve  the  consummation  of the  Transaction,  including  delivery  of the
Consideration.  Except as specified  on the Company  Disclosure  Document,  this
Agreement  has been duly and validly  executed and  delivered by the Company and
constitutes  a valid and  binding  obligation  of the  Company,  enforceable  in
accordance with its terms.

4.4 Absence of Breach; No Consents. The execution,  delivery, and performance of
-----------------------------------
this Agreement, and the performance by the Company of its obligations created by
this  Agreement,  do not (i)  conflict  with or result in a breach of any of the
provisions  of the  Articles of  Incorporation  or Bylaws of the  Company;  (ii)
contravene  any law,  ordinance,  rule,  or regulation of any state or political
subdivision  of  either  or of the  United  States  (except  for the HSR Act and
compliance  with  regulatory  or  licensing  laws all of  which,  to the  extent
applicable to the Company (and to the extent within the control of the Company),
will be satisfied  in all material  respects  prior to the  Closing),  or of any
applicable  foreign  jurisdiction,  or  contravene  any order,  writ,  judgment,
injunction,  decree,  determination,  or award of any  court or other  authority
having jurisdiction, or cause the suspension or revocation of any authorization,
consent,  approval, or license, presently in effect, which affects or obligates,
the  Company or any of its  material  properties,  except in any event when such
contravention will not have a material adverse effect on the business, condition
(financial or otherwise),  operations or prospects of the Company,  and will not
have a material  adverse  effect on the  validity  of this  Agreement  or on the
validity of the consummation the Transaction; (iii) conflict with or result in a
material  breach of or default  pursuant to any  material  indenture  or loan or
credit  agreement or any other  material  agreement or  instrument  to which the
Company is a party or by which it may be affected or obligated; (iv) require the
authorization,  consent,  approval,  or  license  of  any  third  party;  or (v)
constitute  any reason for the loss or suspension of any permits,  licenses,  or
other authorizations used in the business of the Company.

4.5 Brokers.  Except as specified in the Company Disclosure Document, no broker,
------------
finder,  or investment banker is entitled to any brokerage,  finder's,  or other
fee or commission in connection  with this  Agreement or the  Transaction or any


                                       14
<PAGE>



related  transaction  based upon any agreements,  written or oral, made by or on
behalf of the Company.  The Company does not have any obligation to pay finder's
or broker's fees or  commissions  in connection  with the exercise of options to
renew or extend real estate leases to which the Company is a party.

4.6 Financial Statements. The Company has heretofore delivered to BEVsystems the
-------------------------
following:

1.   The Company Audited Financial Statements;
2.   The Company Unaudited Financial Statements;
3.   The Company Disclosure Document;
4.   All  documents of the Company  filed with the SEC within 4 years  preceding
     the Effective Date.
5.   The Financial Statements of the Company's subsidiary; and
6.   The Audit Financial Statements of the Company's subsidiary

All of the  historical  financial  statements  contained in such  documents were
prepared from the books and records of the Company and the Company's subsidiary.
The Company Audited Financial Statements and the Audited Financial Statements of
the Company's  subsidiary  were prepared in accordance with GAAP, and fairly and
accurately present the financial situation and condition of the Company and that
subsidiary as at the dates and for the periods  indicated.  Without limiting the
foregoing,  at the date of the Company Balance Sheet,  the Company owned each of
the assets  included  in  preparation  of the  Company  Balance  Sheet,  and the
valuation  of such  assets in the Company  Balance  Sheet is not more than their
fair saleable value (on an item-by-item basis) at that date; and the Company had
no Liabilities, other than those specified in the Company Balance Sheet, nor any
Liabilities in amounts in excess of the amounts included for them in the Company
Balance  Sheet.  Additionally,  as of the  date  of  the  balance  sheet  of the
Company's  subsidiary,  that subsidiary owned each of the assets included in the
preparation  of that balance  sheet,  and the  valuation of those assets in that
balance sheet is not more than their salable value (by an item by item basis) at
that date; and that subsidiary has no Liabilities, other than those specified in
the balance sheet of that  subsidiary,  nor any Liabilities in amounts in excess
of the amounts  included for them in that balance sheet.  The Company  Unaudited
Financial  Statements  were  prepared in a manner  consistent  with the basis of
presentation  used in the  Company  Audited  Financial  Statements,  and  fairly
present the  financial  situation and condition of the Company as at and for the
periods indicated, subject to normal year-end adjustments, none of which will be
material.  The Unaudited Financial  Statements of the Company's  subsidiary were
prepared in a manner  consistent with basis of presentation  used in the Audited
Financial  Statements  of that  subsidiary,  and fairly  present  the  financial
situation and condition of that subsidiary as at and for the periods  indicated,
subject to normal year end adjustments, none of which will be material. From the
Effective  Date through the Closing  Date,  the Company will continue to prepare
financial  statements on the same basis that it has done so in the past, and the
Company will promptly deliver those financial statements to BEVsystems,  and the
foregoing  representations  and warranties  will be applicable to each financial
statement so prepared and  delivered.  From the  Effective  Date and through the
Closing  Date,  the  Company  will cause its  subsidiary  to continue to prepare
financial  statements on the same basis that such  subsidiary has done so in the
past,  and the Company will  promptly  deliver  those  financial  statements  to
BEVsystems,  and the foregoing representations and warranties will be applicable
to each financial statement so prepared and delivered.

4.7 No Undisclosed Liabilities. The Company and the Company's subsidiary have no
-------------------------------
Liabilities  which are not  adequately  presented  or  reserved  against  on the
Company  Balance Sheet,  and the most recent  balance sheet of that  subsidiary,
except Liabilities  incurred since the date of the Company Balance Sheet and the
most recent balance sheet of that  subsidiary in the ordinary course of business
and consistent with past practice. Without limiting the foregoing, (a) there are
no  unpaid  leasehold  improvements  at  any  of the  Company's'  Facilities  or
locations  for which the  Company  is or will be  responsible,  (b) there are no
unpaid  lease  hold  improvements  at  any of the  Facilities  of the  Company's
subsidiary or locations for which that subsidiary is or will be responsible, and
(c) there are no deferred rents due to lessors at or with respect to any of such
Facilities or locations.


                                       15
<PAGE>



4.8 No Material  Adverse  Change,  Etc.  Since the dates of the Company  Balance
---------------------------------------
Sheet and the most recent balance sheet of the Company's subsidiary,  other than
as contemplated or caused by this Agreement, there has not been (i) any material
adverse change in the business, condition (financial or otherwise),  operations,
or prospects of the Company or that subsidiary; (ii) any damage, destruction, or
loss,  whether covered by insurance or not, having a material  adverse effect on
the business, condition (financial or otherwise), operations or prospects of the
Company or that subsidiary;  (iii) any entry into or termination of any material
commitment,  contract, agreement, or transaction (including, without limitation,
any material  borrowing or capital  expenditure or sale or other  disposition of
any material  asset or assets) by or involving  the Company or that  subsidiary,
other than this  Agreement  and  agreements  executed in the ordinary  course of
business; (iv) any redemption, repurchase, or other acquisition for value of its
capital stock by the Company or that subsidiary, or any dividend or distribution
declared, set aside, or paid on capital stock of the Company or that subsidiary;
(v) any transfer of or right granted  pursuant to any material  lease,  license,
agreement,  patent,  trademark,  trade name, or copyright of the Company or that
subsidiary ; (vi) any sale or other  disposition  of any asset of the Company or
that  subsidiary,  or any mortgage,  pledge,  or imposition of any lien or other
encumbrance  on any asset of the Company or that  subsidiary,  other than in the
ordinary course of business,  or any agreement relating to any of the foregoing;
of (vii) any default or breach by the Company or that subsidiary in any material
respect  pursuant  to any  contract,  license or  permit.  Since the date of the
Company  Balance  Sheet  and the most  recent  balance  sheet  of the  Company's
subsidiary,  the Company  and the  Company's  subsidiary  have  conducted  their
businesses  only in the ordinary and usual  course,  and,  without  limiting the
foregoing, no changes have been made in (i) executive compensation amounts, (ii)
the  manner in which  other  employees  of the  Company or that  subsidiary  are
compensated,  (iii)  supplemental  benefits  provided to any such  executives or
other employees, or (d) inventory amounts in relation to sales amounts,  except,
in any event,  in the  ordinary  course of business  and, in any event,  without
material  adverse  effect on the business,  condition  (financial or otherwise),
operations, or prospects of the Company or that subsidiary.

4.9 Taxes.  The Company and the  Company's  subsidiary  have  properly  filed or
----------
caused to be filed all federal,  state,  local, and foreign income and other tax
returns,  reports,  and  declarations  that are required by applicable law to be
filed by them,  and have  paid,  or made  full and  adequate  provision  for the
payment  of, all  federal,  state,  local,  and  foreign  income and other taxes
properly  due  for  the  periods  contemplated  by such  returns,  reports,  and
declarations,  except such taxes, if any, as are adequately  reserved against in
the Company Balance Sheet and the most recent balance sheet of that subsidiary.

4.10  Litigation.  Except as specified on the Company  Disclosure  Document,  no
-----------------
material  investigation or review by any governmental entity with respect to the
Company or the Company's  subsidiary is pending or, to the best of the knowledge
of the Company,  threatened (other than inspections and reviews customarily made
of businesses  such as that of the  Company),  nor has any  governmental  entity
indicated to the Company or the Company's subsidiary an intention to conduct the
same.  There is no action,  litigation or proceeding  pending or, to the best of
the knowledge of the Company, threatened against or affecting the Company or the
Company's  subsidiary,  at law or in  equity,  or  before  any  federal,  state,
municipal, or other governmental department,  commission, board, bureau, agency,
or instrumentality.

4.11 Employees, Etc. There are no collective bargaining,  bonus, profit sharing,
--------------------
compensation,   or  other  plans,  agreements,  trust,  funds,  or  arrangements
maintained by the Company or the Company's  subsidiary  for the benefit of their
directors,  officers,  or employees,  and there are no  employment,  consulting,
severance,  or  indemnification  arrangements,   agreements,  or  understandings
between  the  Company  or the  Company's  subsidiary,  on the one hand,  and any
current  or  former  directors,  officers,  or other  employees  (or  Affiliates
thereof) of the Company or the Company's  subsidiary,  on the other hand. Except
as specified on the Company Disclosure  Document,  the Company and the Company's


                                       16
<PAGE>



subsidiary  are not, and  following  the Closing  will not be,  obligated by any
express or implied contract or agreement to employ,  directly or as a consultant
or otherwise,  any person for any specific  period of time or until any specific
age.

4.12  Compliance  With Laws.  The Company and the  Company's  subsidiary  are in
----------------------------
substantial  compliance with all, and has received no notice of any violation of
any, laws or  regulations  applicable to their  operations,  including,  without
limitation,  the use of  premises  occupied  by them,  or with  respect to which
compliance  is a condition  of engaging in any aspect of the  businesses  of the
Company  and the  Company's  subsidiary,  and  the  Company  and  the  Company's
subsidiary have all permits,  licenses,  zoning rights,  and other  governmental
authorizations necessary to conduct their businesses as presently conducted.

4.13  Ownership  of  Assets.  Except  as  specified  on the  Company  Disclosure
----------------------------
Document,  the Company and the Company's subsidiary have good,  marketable,  and
insurable title to, or valid, effective,  and continuing leasehold rights in the
case of leased  property,  in all personal  property  owned or leased by them or
used by them in the  conduct of their  businesses  in such a manner as to create
the appearance or reasonable  expectation  that such property is owned or leased
by them, free and clear of all liens, claims, encumbrances,  and charges, except
liens for taxes not yet due and minor  imperfections of title and  encumbrances,
if any, which  singularly and in the aggregate are not substantial in amount and
do not  materially  detract  from the value of the property  subject  thereto or
materially impair the use thereof.  The Company and the Company's  subsidiary do
not know of any potential action by any person,  and no proceedings with respect
thereto have been  instituted of which the Company or the  Company's  subsidiary
has  notice,  that would  materially  affect the  ability of the  Company or the
Company's  subsidiary  to use  and to  utilize  each  of such  assets  in  their
businesses.  The Company and the Company's  subsidiary  have received no notices
from any  mortgagee  regarding  any  properties  leased  by the  Company  or the
Company's subsidiary.

4.14 Proprietary  Rights. The Company and the Company's  subsidiary possess full
-------------------------
and complete  ownership of, or adequate and  enforceable  long-term  licenses or
other  rights to use  (without  payment),  all  Proprietary  Rights  owned by or
registered in the name of the Company or the Company's subsidiary or used in the
business  of the  Company or the  Company's  subsidiary;  the  Company  and that
subsidiary  have not received any notice of conflict which asserts the rights of
other persons with respect thereto; and the Company and the Company's subsidiary
have in all material  respects  performed all of the obligations  required to be
performed by them,  and is not in default in any material  respect,  pursuant to
any agreement relating to any Proprietary Right.

4.15 Subsidiaries, Etc. The Company has only one subsidiary, which is Proctopaug
-----------------------
Investments, Inc., a Florida corporation.

4.16 Trade Names. The Company  Disclosure  Document  identifies each trade name,
-----------------
fictitious business name, or other similar name pursuant to which the Company or
the Company's  subsidiary have conducted any part of the Company's'  business or
the  business  of the  Company's  subsidiary  or in which  the  Company  or that
subsidiary  has  utilized  any of the assets of the  Company or that  subsidiary
during the 10 years preceding the Effective Date.

4.17 Employee Benefit Plans.
----------------------------

4.17.1 All  Pension  Plans and Welfare  Plans of the  Company and the  Company's
------
subsidiary have been  administered  in substantial  compliance with their terms,
ERISA and,  where  applicable,  the Code.  If  applicable,  the IRS has issued a
favorable  determination  letter with respect to the  qualification of each such
Pension Plan and the exemption of any  corresponding  trust.  A copy of the most
recent determination letter for each Pension Plan, if any, has been furnished to
BEVsystems,  and nothing has occurred  since the date of any such  determination


                                       17
<PAGE>



letter  that  could  cause  the  relevant  Pension  Plan or trust  to lose  such
qualification or exemption.

4.17.2 With respect to each Pension Plan and each Welfare Plan;  (i) there is no
------
fact,  including,  without  limitation,  any Reportable  Event, that exists that
would  constitute a reason for  termination  of such Plan by the PBGC or for the
appointment  by the  appropriate  United States  District  Court of a trustee to
administer such Plan, in each case as  contemplated  by ERISA;  (ii) neither the
Company, the Company's subsidiary,  nor any fiduciary,  trustee or administrator
of any Pension Plan or Welfare  Plan,  has engaged in a  Prohibited  Transaction
that could  subject the Company or that  subsidiary  to any  material tax or any
material  penalty  imposed  by ERISA or the  Code;  (iii)  the  Company  and the
Company's subsidiary have not incurred any material liability to the PBGC (other
than for payment of premiums); and (iv) there is no material Accumulated Funding
Deficiency with respect to any Pension Plan, whether or not waived.

4.17.3 There has been no Plan  Termination  that has occurred  during the 5 year
------
period ending on the Effective Date.

4.17.4  The  Company  and the  Company's  subsidiary  have no  knowledge  of any
------
material  liability being incurred  pursuant to Title IV of ERISA by the Company
or that  subsidiary  with respect to any Pension Plan  maintained  by a trade or
business  (whether or not  incorporated)  which is under common control with, or
part of a controlled group of corporations with, the Company, within the meaning
of Section 414 subdivisions (b) and (c) of the Code.

4.17.5 No Welfare  Plan is funded with a trust or other  funding  method,  other
------
than insurance policies.

4.17.6  There has occurred no Complete  Withdrawal  or Partial  Withdrawal  with
------
respect to any Multiemployer  Plan that could cause the Company or the Company's
subsidiary to incur any material  Liability pursuant to or as a result of ERISA,
other than to the extent  previously  paid or fully  provided for in the Company
Balance  Sheet and the most recent  balance  sheet of that  subsidiary,  and all
payments required to be made to any such Plan by the Company and that subsidiary
pursuant to any applicable collective bargaining agreements have been made.

4.18 Facilities.  The Facilities of the Company and the Company's subsidiary are
----------------
(as to  physical  plant  and  structure)  structurally  sound  and none of those
Facilities,  nor any of the vehicles or other  equipment  used by the Company or
that subsidiary in connection with their  businesses,  has any material  defects
and all of them are in all material  respects in good  operating  condition  and
repair and are adequate for the uses to which they are  utilized;  none of those
Facilities,  vehicles or other  equipment is in need of  maintenance or repairs,
except for ordinary,  routine  maintenance and repairs which are not material in
nature or cost.  The Company  and the  Company's  subsidiary  are not in breach,
violation,  or default of any lease with  respect to or as a result of which the
other party (whether lessor,  lessee,  sublessor,  or sublessee) thereto has the
right to  terminate  the  same,  and the  Company  or that  subsidiary  have not
received  notice of any claim or  assertion  that they are or may be in any such
breach, violation, or default.

4.19  Accounts  Receivable.  All  accounts  receivable  of the  Company  and the
---------------------------
Company's subsidiary,  whether or not specified in the Company Balance Sheet and
the most recent balance sheet of that subsidiary,  represent transactions in the
ordinary course of business, and are current and collectible net of any reserves
specified on the Company Balance Sheet and the most recent balance sheet of that
subsidiary (which reserves are adequate and were calculated consistent with past
practice).

4.20 Inventories.  All Inventories of the Company and the Company's  subsidiary,
-----------------
whether  or not  specified  in the  Company  Balance  Sheet and the most  recent
balance  sheet of that  subsidiary,  are of a quality  and  quantity  usable and


                                       18
<PAGE>



saleable in the ordinary course of business, except for obsolete items and items
of  below-standard  quality,  all of which, in the aggregate,  are immaterial in
amount.  Items  included in such  Inventories  are specified on the books of the
Company and that  subsidiary  have, and are valued on the Company  Balance Sheet
and the most recent  balance sheet of that  subsidiary,  at the lower of cost or
market and, in any event, at not greater than their net realizable  value, on an
item by item  basis,  after  appropriate  deduction  for  costs  of  completion,
marketing costs, transportation expense, and allocation of overhead.

4.21  Contracts.  The  Company  Disclosure  Document  specifies  all  contracts,
----------------
agreements, or understandings, whether express or implied, written or verbal, to
which the Company or the Company's subsidiary is a party. The Company Disclosure
Document  also  specifies a brief  summary of each such  contract,  agreement or
understanding identified therein. Without in any respect limiting the foregoing,
The  Company  Disclosure  Document  specifies  a  description  of all  leases of
properties by the Company or the Company's subsidiary, including all amendments,
supplements,  extensions and modification thereof, identifying,  inter alia, the
date each such document was executed and its effective  period.  The Company and
the Company's  subsidiary are not a parties to any executory contract to sell or
transfer any part of any leasehold  interest of the Company or that  subsidiary.
True and  accurate  copies of all leases,  and of all  amendments,  supplements,
extensions,  and  modifications  thereof,  have  heretofore  been  delivered  to
BEVsystems by the Company.

4.22 Accounts  Payable.  The accounts  payable  specified on the Company Balance
-----------------------
Sheet do, and those  specified in the most recent  balance sheet included in the
Company Unaudited Financial  Statements and the most recent balance sheet of the
Company's  subsidiary  do, and those  specified  on the books of the Company and
that subsidiary at the time of the Closing will, specify all amounts owed by the
Company and that subsidiary in respect of trade accounts due and other Payables,
and the actual Liabilities of the Company and that subsidiary in respect of such
obligations  were not,  and will not be, on any of such dates,  in excess of the
amounts  so  specified  on the  balance  sheets or the books and  records of the
Company and that subsidiary, as the case may be.

4.23 Labor Matters. There are no activities or controversies, including, without
-------------------
limitation, any labor organizing activities,  election petitions or proceedings,
proceedings  preparatory  thereto,  unfair  labor  practice  complaints,   labor
strikes, disputes,  slowdowns, or work stoppages, pending or, to the best of the
knowledge  of the  Company,  threatened,  among  the  Company  or the  Company's
subsidiary and any of their employees.

4.24 Insurance. The Company and the Company's subsidiary have insurance policies
---------------
in full force and effect  insuring  their  assets  and such  insurance  policies
provide for  coverages  which are usual and  customary in the  businesses of the
Company and that subsidiary as to amount and scope,  and are adequate to protect
the assets of the Company and that subsidiary against any reasonably foreseeable
risk of loss,  including  business  interruption.  The Company and the Company's
subsidiary  have not  within  the past  three (3) years  received  any notice of
cancellation of any insurance  agreement  affecting the assets of the Company or
the Company's subsidiary.

4.25  Environmental  Matters and Title to and  Utilization  of Real  Properties.
--------------------------------------------------------------------------------
Except as  disclosed  in the Company  Disclosure  Document,  the Company and the
Company's subsidiary own fee simple, insured title to all real property owned by
them and have the  unfettered  right  to use the  such  real  property,  and the
Company and that subsidiary are not aware of any claim,  notice or threat to the
effect that their right to own and use such real  property is subject in any way
to any challenge, claim, assertion of rights, proceedings toward condemnation or
confiscation,  in whole or in part, or is otherwise  subject to challenge.  Each
parcel  of real  property  owned or  leased  by the  Company  and the  Company's
subsidiary is free of any and all hazardous  wastes,  toxic  substances or other
types of contamination  or matters of  environmental  concern in connection with
any such property. The Company and the Company's subsidiary have, in conjunction
with acquiring  ownership of, or any leasehold  interest in, real property,  (a)
caused an audit and  examination to be made as to the existence of any hazardous


                                       19
<PAGE>



wastes,  toxic  substances,  or  other  types of  contamination  or  matters  of
environmental  concern  affecting  each such real  property,  which  examination
indicated that such real property is free of any such wastes,  toxic  substances
or other types of  contamination or matters of  environmental  concern,  and the
Company or the Company's  subsidiary are not subject to any Liability  resulting
from or  related  to any such  wastes,  substances,  contaminants  or matters of
environmental  concern,  and the Company  has  delivered a copy of the report of
such audit and examination to BEVsystems; and (b) obtained an appropriate policy
of title  insurance  insuring the interest of the Company and that subsidiary in
such real property, which insurance policy was not subject to any exceptions not
reasonably  acceptable in the ordinary  course of business,  and a copy of which
has been delivered by the Company to BEVsystems.

4.26 Full Disclosure. The documents,  certificates, and other writings furnished
---------------------
or to be furnished by or on behalf of the Company to BEVsystems pursuant to this
Agreement, including, but not limited to, the Company Disclosure Document, taken
together in the aggregate, do not and will not contain any untrue statement of a
material  fact,  or omit to specify  any  material  fact  necessary  to make the
statements made,  considering the circumstances pursuant to which they are made,
not misleading.

4.27 Options,  Warrants and Other Rights and Agreements Affecting Capital Stock.
--------------------------------------------------------------------------------
Except as  specified  on the Company  Disclosure  Document,  the Company and the
Company's subsidiary have no authorized or outstanding options, warrants, calls,
subscriptions, rights, convertible securities or other securities, as defined by
the  provisions  of  the  Securities  Act  (collectively,   "Company  Derivative
Securities"), or any commitments,  agreements,  arrangement or understandings of
any manner or nature  whatsoever  obligating the Company or that subsidiary,  in
any event,  to issue shares of capital  stock or other  securities or securities
convertible into or evidencing the right to purchase shares of the capital stock
or Company Derivative Securities. Neither the Company, the Company's subsidiary,
nor any officer, director, or shareholder of the Company or that subsidiary is a
party to any agreement,  understanding,  arrangement or commitment, or obligated
by an  provision  which  creates  any rights in any person  with  respect to the
authorization, issuance, voting, sale or transfer of any shares of capital stock
or Company Derivative Securities.

4.28 Internal  Accounting  Controls.  The Company and the  Company's  subsidiary
------------------------------------
maintain  a  system  of  internal  accounting  controls  sufficient  to  provide
reasonable  assurance  that (i)  transactions  are executed in  accordance  with
management's general or specific authorizations,  (ii) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
GAAP and to maintain asset  accountability,  (iii) access to assets is permitted
only in accordance with management's general or specific authorization, and (iv)
the recorded  accountability  for assets is compared with the existing assets at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.

4.29  Private  Offering.  The  issuance by the Company of the Subject  Shares is
------------------------
intended to be exempt from the registration and prospectus delivery requirements
of the Securities Act. The Company and all persons acting on its behalf have not
made,  and will not  make,  offers  or sales  of any  securities  that  might be
integrated  with issuance of the Subject  Shares and which would  disqualify the
Company from relying on those  exemptions from the  registration  and prospectus
delivery  requirements  of the  Securities  Act  specified by the  provisions of
Section 4(2) of the  Securities  Act and Rule 506 of Regulation D and Regulation
S. Neither the  Company,  nor any person  acting on its behalf,  has directly or
indirectly  made any offers or sales in any security of the Company or solicited
any offers to purchase any securities of the Company  pursuant to  circumstances
that would cause the issuance of the Subject Shares, pursuant to this Agreement,
to be  integrated  with prior  offerings  by the Company for the purposes of the
Securities Act.

4.30  Evaluation  of Risks.  The Company has such  knowledge  and  experience in
---------------------------
business and  financial  matters that the Company is capable of  evaluating  the
BEVsystems and the activities  thereof,  the risks and merits of the Transaction


                                       20
<PAGE>



and of making an  informed  decision  relating  thereto;  and the Company is not
utilizing any other person regarding the evaluation of those risks and merits.

4.31 Questionable  Payments.  Neither the Company nor the Company's  subsidiary,
----------------------------
nor any director,  officer,  agent, employee, or other person associated with or
acting on behalf of the Company or that subsidiary has,  directly or indirectly,
used any corporate funds for unlawful contributions,  gifts,  entertainment,  or
other  unlawful  expenses  relating to  political  activity;  made any  unlawful
payment to foreign and domestic  political parties or campaigns,  from corporate
funds;  violated any provision of the Foreign Corrupt  Practices Act of 1977, as
amended;  established or maintained any unlawful or unrecorded fund of corporate
monies  or other  assets;  made any  false or  fictitious  entry on the books or
records of the  Company or that  subsidiary;  made any  bribe,  rebate,  payoff,
influence payment,  kickback, or other unlawful payment; given any favor or gift
which is not deductible for federal income tax purposes;  or made any bribe,  or
kickback, or other payment of a similar or comparable nature,  whether lawful or
not, to any person or entity, private, or public, regardless of form, whether in
money,  property, or services, to obtain favorable services, to obtain favorable
treatment in securing business or to obtain special  concessions,  or to pay for
favorable  treatment  for business  secured or for special  concessions  already
obtained.


                                   ARTICLES V

                             COVENANTS OF BEVSYSTEMS

BEVsystems hereby covenants with the Company the following:

5.1  Affirmative  Covenants.  From the Effective  Date through the Closing Date,
----------------------------
BEVsystems  will take every  action  reasonably  required  of it to satisfy  the
conditions  to Closing set forth in this  Agreement  and otherwise to ensure the
prompt  and  expedient   consummation  of  the  Transaction   substantially   as
contemplated by the provisions of this Agreement,  and will exert all reasonable
efforts to cause the  Transaction to be consummated;  provided,  however that in
all  instances  the  representations  and  warranties  of the  Company  in  this
Agreement are and remain true and accurate and that the covenants and agreements
of the Company in this  Agreement are  performed and that the  conditions to the
obligations  of  BEVsystems  set forth in this  Agreement  are not  incapable of
satisfaction  and  subject,  at all  times,  to the  right  and  ability  of the
directors of BEVsystems to satisfy their fiduciary obligations.

5.2 Access and  Information.  BEVsystems shall provide to the Company and to the
----------------------------
Company's'  accountants,  counsel and other  representatives  reasonable  access
during  normal  business  hours during the period prior to the Closing to all of
its properties,  books,  contracts,  commitments,  records  (including,  but not
limited to, tax returns),  and personnel,  and,  during such period,  BEVsystems
shall  furnish  promptly to the Company  (i) all written  communications  to its
directors or to its  shareholders  generally,  (ii) internal  monthly  financial
statements when and as available, and (iii) all other information concerning its
business,  properties,  and  personnel  as  the  Company  may  request,  but  no
investigation  pursuant to this  section  shall  affect any  representations  or
warranties of BEVsystems, or the conditions to the obligations of the Company to
consummate the  Transaction.  In the event of the termination of this Agreement,
BEVsystems will, and will cause its  representatives  to, deliver to the Company
or destroy  all  documents,  work  papers,  and other  material,  and all copies
thereof, obtained by BEVsystems or on its behalf from the Company as a result of
this Agreement or in connection with this Agreement,  whether so obtained before
or after the execution of this Agreement, and BEVsystems will hold in confidence
all confidential information, that has been designated as such by the Company in
writing  or by  appropriate  and  obvious  notation,  and  will not use any such
confidential information,  except in connection with the Transaction, until such
time as such  information is otherwise  publicly  available.  BEVsystems and its
representatives  shall assert their  rights  pursuant to this  Agreement in such
manner as to minimize interference with the business of the Company.


                                       21
<PAGE>



5.3  Cooperation.  BEVsystems  shall cooperate with the Company and its counsel,
-----------------
accountants  and  agents in every way in  consummating  the  Transaction  and in
delivering all documents and instruments  deemed reasonably  necessary or useful
by counsel to the Company.

5.4  No  Solicitation.  BEVsystems,  and  those  acting  on  behalf  of  any  of
----------------------
BEVsystems,  will not,  and  BEVsystems  will use its best  efforts to cause its
officers,  employees,  agents,  and  representatives  (including  any investment
banker) not,  directly or  indirectly,  to solicit,  encourage,  or initiate any
discussions   with,  or  negotiate  or  otherwise  deal  with,  or  provide  any
information  to, any person other than the Company and its officers,  employees,
and  agents,  concerning  any merger,  sale of  substantial  assets,  or similar
transaction involving BEVsystems or division of BEVsystems or any sale of any of
its capital stock or division of BEVsystems.  BEVsystems will notify the Company
immediately  upon receipt of any inquiry,  offer or proposal  relating to any of
the foregoing.  None of the foregoing  shall prohibit  providing  information to
other  persons in a manner in keeping with the ordinary  conduct of  BEVsystems'
business, or providing information to government authorities.

5.5 Conduct of Business  Pending  the Closing of the  Transaction.  Prior to the
------------------------------------------------------------------
consummation of the Transaction or the termination of this Agreement pursuant to
its terms, unless the Company shall otherwise consent in writing,  and except as
otherwise  contemplated by this  Agreement,  BEVsystems will comply with each of
the following:

(1) The business of BEVsystems shall be conducted only in the ordinary and usual
course,  BEVsystems  shall use  reasonable  efforts to keep intact its  business
organization  and  goodwill,  keep  available  the  services of its officers and
employees and maintain good  relationships with suppliers,  lenders,  creditors,
distributors,  employees,  customers,  and  other  persons  having  business  or
financial relationships with BEVsystems, and BEVsystems shall immediately notify
the Company of any event or occurrence or emergency  material to, and not in the
ordinary and usual course of business of, BEVsystems.

(2)  BEVsystems  shall not (a) amend its Articles of  Incorporation  (or similar
charter  document)  or Bylaws (or  similar  governing  document),  or (b) split,
combine, or reclassify any of its outstanding  securities or declare, set aside,
or pay any dividend or other  distribution on or make or agree or commit to make
any exchange for or redemption of any such securities payable in cash, stock, or
property.

(3) BEVsystems  shall not (a) issue or agree to issue any additional  shares of,
or rights of any kind to acquire any shares of, its capital  stock of any class,
or (b) enter into any  contract,  agreement,  commitment,  or  arrangement  with
respect to any of the foregoing.

(4) BEVsystems  shall not create,  incur,  or assume any long-term or short-term
indebtedness  for money borrowed or make any capital  expenditures or commitment
for  capital  expenditures,  except  in the  ordinary  course  of  business  and
consistent with past practice.

(5)  BEVsystems   shall  not  (a)  adopt,   enter  into,  or  amend  any  bonus,
profit-sharing,   compensation,  stock  option,  warrant,  pension,  retirement,
deferred compensation,  employment,  severance,  termination,  or other employee
benefit plan,  agreement,  trust fund, or arrangement for the benefit or welfare
of any officer,  director or employee; or (b) agree to any material (in relation
to historical  compensation)  increase in the compensation  payable or to become
payable  to, or any  increase  in the  contractual  term of  employment  of, any
officer,  director,  or employee,  except, with respect to employees who are not
officers or directors,  in the ordinary  course of business in  accordance  with
past practice.


                                       22
<PAGE>



(6) BEVsystems shall not sell, lease,  mortgage,  encumber, or otherwise dispose
of or grant any interest in any of BEVsystems' assets or properties,  except for
sales, encumbrances,  and other dispositions or grants in the ordinary course of
business and  consistent  with past  practice and except for liens for taxes not
yet due or liens or  encumbrances  that are not material in amount or effect and
do not impair the use of BEVsystems'  property,  or as specifically provided for
or permitted in this Agreement.

(7)  BEVsystems  shall not enter into,  or  terminate,  any  material  contract,
agreement, commitment, or understanding.

(8) BEVsystems shall not enter into any agreement, commitment, or understanding,
whether in writing or otherwise,  with respect to any of the matters referred to
in Paragraphs (1) through (7), inclusive, of this section.

(9) BEVsystems will continue to file properly and promptly when due all federal,
state, local, foreign and other tax returns,  reports, and declarations required
to be filed by BEVsystems and will pay, or make full and adequate  provision for
the  payment  of,  all taxes and  governmental  charges  due from or  payable by
BEVsystems.

(10)  BEVsystems  will  comply  with  all  laws and  regulations  applicable  to
BEVsystems and BEVsystems' operations.

(11) BEVsystems will maintain in full force and effect  insurance  coverage of a
type and amount  customary in its business,  but not less than that presently in
effect.

5.6  Expenses.  Whether or not the  Transaction  is  consummated,  all costs and
--------------
expenses  incurred by  BEVsystems  in  connection  with this  Agreement  and the
Transaction shall be paid by BEVsystems.

5.7  Publicity.  Prior to the Closing any written  news  releases by  BEVsystems
---------------
pertaining  to this  Agreement  or the  Transaction  shall be  submitted  to the
Company for review and  approval  prior to release by  BEVsystems,  and shall be
released only in a form approved by the Company;  provided,  however,  that such
review and  approval  shall not be required of releases by  BEVsystems  if prior
review and approval would prevent the timely and accurate  dissemination of such
press  release as required  to comply,  in the  judgment  of  counsel,  with any
applicable law, rule or policy.

5.8 Updating of  BEVsystems  Disclosure  Document.  BEVsystems  shall notify the
--------------------------------------------------
Company of any  changes,  additions  or events  which may cause any change in or
addition to the BEVsystems Disclosure Agreement promptly after the occurrence of
the same and at the  Closing  by the  delivery  of  appropriate  updates  to the
BEVsystems  Disclosure  Document.  No notification made pursuant to this section
shall be deemed to cure any breach of any  representation  or  warranty  made in
this Agreement,  unless the Company  specifically  agrees thereto in writing nor
shall any such notification be considered to constitute or result in a waiver by
the Company of any condition set forth in this Agreement.

5.9 Indemnification For Brokerage Fees. In addition to any other indemnification
---------------------------------------
contemplated  by the  provisions of this  Agreement,  if any person shall assert
against  the  Company a claim to a fee,  commission,  or other  compensation  on
account  of  alleged  performance  of  services  as a broker of finder for or on
behalf of  BEVsystems,  in  connection  with or as a result of the  Transaction,
BEVsystems  shall (subject to next sentence)  indemnify and hold the Company and
the Company's Affiliates, officers, directors, employees, accountants, auditors,
attorneys,  partners, agents and other representatives harmless from and against
any and all losses, liabilities, claims, damages, and expenses whatsoever as and
when incurred  resulting  from,  based upon or in connection  with such claim by
such person, and BEVsystems shall, at its expense, defend, any and all lawsuits,


                                       23
<PAGE>



actions,  proceedings (formal or informal), or investigations involving any such
claim that may at any time be brought  against the Company and satisfy  promptly
any  settlement or judgment  resulting  therefrom;  but, if BEVsystems  fails to
defend  any such  lawsuit,  action,  proceeding,  or  investigation  in a timely
manner,  the Company  shall have the right to defend and settle the same and pay
any judgment or settlement  pertaining  thereto,  as the Company may  reasonably
deem  appropriate,  at the cost of  BEVsystems.  If,  however,  it is ultimately
determined in any suit, action, or proceeding (in which the Company was provided
the opportunity to have its counsel participate in the defense) that the Company
is solely  responsible  for any  compensation  due and payable to such broker or
finder or such services were performed solely for the Company,  BEVsystems shall
not be  responsible  pursuant  to this  section  and  amounts  therefor  paid by
BEVsystems because of this section shall be reimbursed by the Company.

5.10  Information   Furnished  Regarding  SB-2.  The  information   provided  by
-----------------------------------------------
BEVsystems  specifically  for  inclusion in the Form SB-2 or any  amendments  or
supplement  thereto,  at the  time  that  the  SB-2  Form is  filed  or  becomes
effective,  will not include an untrue  statement of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein,  considering  the  circumstances  pursuant  to which  those
statements were made, not misleading.


                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

The Company, for itself and for and on behalf of its subsidiary,  covenants with
BEVsystems and the Sellers as follows:

6.1 Affirmative Covenants. From the Effective Date through the Closing Date, the
--------------------------
Company  will  take  every  action  reasonably  required  of it to  satisfy  the
conditions  to Closing set forth in this  Agreement  and otherwise to ensure the
prompt  and  expedient   consummation  of  the  Transaction   substantially   as
contemplated by the provisions of this Agreement,  and will exert all reasonable
efforts to cause the Transaction to be consummated;  provided  however,  that in
all instances representations and warranties of BEVsystems in this Agreement are
and remain true and accurate and that the covenants and agreements of BEVsystems
in this  Agreement are performed and that the  conditions to the  obligations of
the Company set forth in this  Agreement are not incapable of  satisfaction  and
subject,  at all times, to the right and ability of the directors of the Company
to satisfy their fiduciary obligations.

6.2 Access and  Information.  The Company  shall  provide to  BEVsystems  and to
----------------------------
BEVsystems'  accountants,  counsel and other  representatives  reasonable access
during  normal  business  hours during the period prior to the Closing to all of
the properties,  books,  contracts,  commitments,  records  (including,  but not
limited  to, tax  returns)  of the Company  and the  Company's  subsidiary,  and
personnel,  and,  during such  period,  the Company  shall  furnish  promptly to
BEVsystems  (i)  all  written   communications   to  its  directors  or  to  its
shareholders  generally,  (ii) internal monthly financial statements when and as
available, and (iii) all other information concerning the business,  properties,
and  personnel of the Company and the Company's  subsidiary  as  BEVsystems  may
request,  but no  investigation  pursuant  to  this  section  shall  affect  any
representations  or  warranties  of  the  Company,  or  the  conditions  to  the
obligations  of  BEVsystems  to  consummate  the  Transaction  specified in this
Agreement. In the event of the termination of this Agreement,  the Company will,
and will cause its  representatives  to,  deliver to  BEVsystems  or destroy all
documents,  work papers, and other material, and all copies thereof, obtained by
the Company or on its behalf from BEVsystems as a result of this Agreement or in
connection  with  this  Agreement,  whether  so  obtained  before  or after  the
execution  of this  Agreement,  and the  Company  will  hold in  confidence  all
confidential  information,  that has been  designated  as such by  BEVsystems in
writing  or by  appropriate  and  obvious  notation,  and  will not use any such
confidential information,  except in connection with the Transaction, until such


                                       24
<PAGE>



time as such information is otherwise  publicly  available.  The Company and its
representatives  shall assert their  rights  pursuant to this  Agreement in such
manner as to minimize interference with the business of BEVsystems.

6.3  Cooperation.  The Company shall  cooperate with BEVsystems and its counsel,
-----------------
accountants  and  agents in every way in  consummating  the  Transaction  and in
delivering all documents and instruments  deemed reasonably  necessary or useful
by counsel to BEVsystems.

6.4 No  Solicitation.  The  Company,  and  those  acting on behalf of any of the
---------------------
Company,  will  not,  and the  Company  will use its best  efforts  to cause its
officers,  employees,  agents,  and  representatives  (including  any investment
banker) not,  directly or  indirectly,  to solicit,  encourage,  or initiate any
discussions   with,  or  negotiate  or  otherwise  deal  with,  or  provide  any
information  to, any person other than  BEVsystems and its officers,  employees,
and  agents,  concerning  any merger,  sale of  substantial  assets,  or similar
transaction  involving the Company or division of the Company or any sale of any
of its  capital  stock or  division  of the  Company.  The  Company  will notify
BEVsystems  immediately upon receipt of any inquiry,  offer or proposal relating
to  any  of the  foregoing.  None  of the  foregoing  shall  prohibit  providing
information  to others in a manner in keeping with the  ordinary  conduct of the
Company's business, or providing information to government authorities.

6.5 Conduct of Business  Pending  the Closing of the  Transaction.  Prior to the
------------------------------------------------------------------
consummation of the Transaction or the termination of this Agreement pursuant to
its terms,  unless BEVsystems shall otherwise consent in writing,  and except as
otherwise  contemplated  by  this  Agreement,  the  Company  and  the  Company's
subsidiary will comply with each of the following:

(1)  The  businesses  of the  Company  and the  Company's  subsidiary  shall  be
conducted  only in the ordinary and usual course,  the Company and the Company's
subsidiary shall use reasonable efforts to use reasonable efforts to keep intact
their business  organization and goodwill,  keep available the services of their
officers and employees and maintain good relationships with suppliers,  lenders,
creditors, distributors, employees, customers, and other persons having business
or financial  relationships with the Company and the Company's  subsidiary,  and
the Company shall  immediately  notify  BEVsystems of any event or occurrence or
emergency  material to, and not in the ordinary and usual course of business of,
the Company or the Company's subsidiary.

(2) Except for the Reverse Stock Split, the Company and the Company's subsidiary
shall  not (a)  amend  their  Articles  of  Incorporation  (or  similar  charter
document) or Bylaws (or similar governing document),  or (b) split,  combine, or
reclassify any of their outstanding securities or declare, set aside, or pay any
dividend  or  other  distribution  on or make or  agree  or  commit  to make any
exchange for or redemption of any such  securities  payable in cash,  stock,  or
property.

(3) Except for the Reverse Stock Split, the Company and the Company's subsidiary
shall not (a) issue or agree to issue any additional shares of, or rights of any
kind to acquire any shares of, their  capital  stock of any class,  or (b) enter
into any contract, agreement,  commitment, or arrangement with respect to any of
the foregoing.

(4) The Company and the Company's subsidiary shall not create,  incur, or assume
any long-term or short-term  indebtedness for money borrowed or make any capital
expenditures  or  commitment  for capital  expenditures,  except in the ordinary
course of business and consistent with past practice.

(5) The Company and the Company's subsidiary shall not (a) adopt, enter into, or
amend any bonus, profit-sharing,  compensation,  stock option, warrant, pension,
retirement, deferred compensation,  employment, severance, termination, or other
employee benefit plan, agreement,  trust fund, or arrangement for the benefit or
welfare of any officer,  director or employee;  or (b) agree to any material (in


                                       25
<PAGE>



relation to historical  compensation) increase in the compensation payable or to
become payable to, or any increase in the contractual term of employment of, any
officer,  director,  or employee,  except, with respect to employees who are not
officers or directors,  in the ordinary  course of business in  accordance  with
past practice.

(6) The Company and the Company's  subsidiary shall not sell,  lease,  mortgage,
encumber,  or otherwise  dispose of or grant any interest in any of their assets
or properties, except for sales, encumbrances,  and other dispositions or grants
in the ordinary  course of business and consistent with past practice and except
for liens for taxes not yet due or liens or  encumbrances  that are not material
in  amount  or  effect  and do not  impair  the  use of  their  property,  or as
specifically provided for or permitted in this Agreement.

(7) The Company and the Company's subsidiary shall not enter into, or terminate,
any material contract, agreement, commitment, or understanding.

(8) The Company and the Company's subsidiary shall not enter into any agreement,
commitment,  or understanding,  whether in writing or otherwise, with respect to
any of the matters referred to in Paragraphs (1) through (7), inclusive, of this
section.

(9) The Company and the Company's subsidiary will continue promptly and properly
to file when due all  federal,  state,  local,  foreign  and other tax  returns,
reports,  and  declarations  required  to  be  filed  by  the  Company  or  that
subsidiary,  and will pay, or make full and adequate  provision  for the payment
of, all taxes and governmental charges due from or payable by the Company or the
Company's subsidiary.

(10) The  Company  and the  Company's  subsidiary  will comply with all laws and
regulations  applicable  to the Company or the  Company's  subsidiary  and their
operations.

(11) The Company and the  Company's  subsidiary  will maintain in full force and
effect insurance  coverage of a type and amount  customary in their  businesses,
but not less than that presently in effect.

6.6  Expenses.  Whether or not the  Transaction  in  consummated,  all costs and
--------------
expenses  incurred  by the Company in  connection  with this  Agreement  and the
Transaction shall be paid by the Company.

6.7  Publicity.  Prior to the Closing,  any written news releases by the Company
---------------
pertaining to this Agreement or the Transaction shall be submitted to BEVsystems
for review and approval  prior to release by the Company,  and shall be released
only in a form approved by BEVsystems; provided, however, that (i) such approval
shall not be  unreasonably  withheld and (ii) such review and approval shall not
be required  of releases by the  Company,  if prior  review and  approval  would
prevent the timely and accurate  dissemination of such press release as required
to comply, in the judgment of counsel, with any applicable law, rule, or policy.

6.8 Updating of Company Disclosure Document. The Company shall notify BEVsystems
--------------------------------------------
of any changes,  additions,  or events which may cause any change in or addition
to the Company Disclosure Document promptly after the occurrence of the same and
again  at the  Closing  by  delivery  of  appropriate  updates  to  the  Company
Disclosure  Agreement.  No such notification made pursuant to this section shall
be deemed to cure any  breach of any  representation  or  warranty  made in this
Agreement,  unless  BEVsystems  and the Sellers  specifically  agree  thereto in
writing nor shall any such modification be considered to constitute or result in
a waiver by BEVsystems or any of the Sellers of any condition  specified in this
Agreement.

6.9 Registration  Statement. a. The Company shall, as soon practicable after the
----------------------------
Closing,  prepare and file with the SEC a  Registration  Statement  on Form SB-2
("Form SB-2")  pursuant to the  Securities  Act, with respect to the (i) Subject
Shares  and (ii)  constituent  securities  to be issued  pursuant  to all of the
Company Derivative  Securities.  The Company shall cause the Form SB-2 to comply


                                       26
<PAGE>



as to form in all  material  respects  with  the  applicable  provisions  of the
Securities  Act,  the  Exchange  Act and the rules and  regulations  promulgated
pursuant thereto. The Company shall use all reasonable efforts to cause the Form
SB-2 to be declared effective by the SEC as promptly as practicable. The Company
shall use its best efforts to obtain,  on or prior to the effective  date of the
Form SB-2, all necessary state securities law or "Blue Sky" permits or approvals
required to enable the (i)  shareholders  of this Company  holding shares of the
Company's  common stock which are restricted  securities and (ii)  recipients of
the  constituent  securities  to be  issued  pursuant  to  all  of  the  Company
Derivative  Securities to distribute  their shares of common stock issued by the
Company.

b. The Form SB-2 and each  amendment or  supplement  thereto,  at the time it is
filed or becomes  effective,  will not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein,  considering the circumstances pursuant to which
they were made, not misleading;  provided, however, that the foregoing shall not
apply to the  extent  that any  such  untrue  statement  of a  material  fact or
omission to state a material  fact was made by the Company in reliance  upon and
in  conformity  with  written  information  concerning  BEVsystems  furnished by
BEVsystems to the Company specifically for use in the Form SB-2.

c. The  Company  will  inform its  shareholders  and the  holders of the Company
Derivative  Securities,  promptly after the Company receives notice thereof,  of
the time when the Form SB-2 has become  effective or any supplement or amendment
has  been  filed,  the  issuance  of  any  stop  order,  the  suspension  of the
effectiveness  of the Form SB-2 or the suspension of  qualification by any state
securities  regulator  in any  jurisdiction,  or any  request  by  the  SEC  for
amendment of the Form SB-2 or comments thereon and responses thereto or requests
by the SEC or any state securities regulator for additional information.

6.10 Stop Transfer Orders;  Suspension of  Qualification.  The Company shall not
---------------------------------------------------------
make any notation on its records or give  instructions  to any transfer agent of
the Company,  which enlarge the restrictions regarding transfer of the Company's
securities  imposed by law. The Company will inform its  shareholders,  promptly
after the Company  receives notice of issuance by the SEC, any state  securities
commission or any other regulatory authority,  of any stop order or of any order
preventing  or  suspending  the use of any  offering  of any  securities  of the
Company,  or of the  suspension of the  qualification  of the Subject Shares for
distribution  or sale in any  jurisdiction,  or the initiation of any proceeding
for any such purpose.

6.11 Filing and  Furnishing  of  Information.  The Company shall file timely (or
---------------------------------------------
obtain  extensions in respect  thereof and file within the applicable  extension
period) all reports  required to be filed by the Company after the (i) Effective
Date and (ii) before the Closing Date  pursuant to Section 13(a) or 15(d) of the
Exchange Act and to furnish BEVsystems promptly with true and complete copies of
all such  reports.  Upon the request of  BEVsystems,  the Company  shall deliver
BEVsystems a written  certification of a duly authorized  officer of the Company
as to whether the Company has complied with such requirements.

6.12 Form D; Blue Sky Laws.  The Company shall file a Form D with respect to the
---------------------------
Subject Shares as required  pursuant to Regulation D. The Company  shall,  on or
before the  Closing  Date,  take such  action as the  Company  shall  reasonably
determine is necessary  to qualify the Subject  Shares for, or obtain  exemption
for the  Subject  Shares for,  issuance to  shareholders  of  BEVsystems  at the
Closing  pursuant to this Agreement  pursuant to applicable  securities or "Blue
Sky" laws of the states of the United  States,  and shall  provide to BEVsystems
evidence  of any such  action  so taken on or  prior to the  Closing  Date.  The
Company shall make all filings and reports relating to the offer and sale of the
Subject Shares required pursuant to applicable  securities or "Blue Sky" laws of
the states of the United States following the Closing Date.

6.13  Integration.  The Company shall not sell, offer for sale or solicit offers
------------------
to purchase or  otherwise  negotiate  in respect of any  security (as defined in


                                       27
<PAGE>



Section 2 of the Securities  Act) that would be integrated  with the issuance of
the Subject Shares in a manner that would require the registration,  pursuant to
the Securities Act, of the issuance of any or all of the Subject Shares.

6.14 Transfer Restrictions.  If the shareholders of the Company should decide to
---------------------------
dispose of any of the Subject Shares,  the Company will inform its  shareholders
that  they  may do so  only  pursuant  to an  effective  registration  statement
pursuant to the  Securities Act (such as the SB-2) of the Company or pursuant to
an  available   exemption  from  the   registration   and  prospectus   delivery
requirements  of the  Securities  Act. In  connection  with any  transfer of any
Subject Shares, other than pursuant to an effective registration statement filed
by the Company, the Company may require the transferor thereof to provide to the
Company a written  opinion of counsel,  the form and  substance of which opinion
shall be  reasonably  satisfactory  to the  Company,  to the  effect  that  such
transfer does not require  registration of such transferred  securities pursuant
to the  Securities  Act,  which  opinion  shall be  delivered by counsel for the
Company.

There shall be  imprinted,  during such time as is  required,  of the  following
legend on the certificates evidencing and representing the Subject Shares:

(begin boldface)
          THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED WITH THE
     SECURITIES  AND  EXCHANGE   COMMISSION  IN  RELIANCE  UPON  EXEMPTION  FROM
     REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
     ACT"), AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
     EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
     AVAILABLE  EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
(end boldface)

6.15 Reverse  Stock Split.  No later than the Closing Date,  the Company  shall,
--------------------------
conditioned upon the approval of the Company's shareholders,  cause to occur the
Reverse Stock Split, pursuant to which every 10 shares of issued and outstanding
common stock of the Company  shall be exchanged  for one share of the  Company's
common stock; provided, however, that, in lieu of fractional shares, the Company
shall pay each holder of the  Company's  common  stock  entitled to a fractional
share,  as a result of the  Reverse  Stock  Split,  an  amount of cash  (without
interest)  equal to the  proportionate  market value of that  fractional  share,
which  market  value  shall be the  average of the last Bid price and last Asked
price quoted on the Bulletin Board on the day immediately  preceding the Closing
Date. If, on the Closing Date, the price of the Company's common stock quoted on
the  Bulletin  Board is 80% or less than the price at which  such  common  stock
would have traded if the Reverse Stock Split had been completed and  consummated
on  November  16,  2001,  the  Company  will  issue or cause to be issued to the
holders of BEVsystems'  common stock, in addition to those 30,432,410  shares of
the Company's common stock contemplated by the provisions of Section 2.1 of this
Agreement, an additional 3,992,260 shares of the Company's common stock.

6.16 Removal of Liens and Settlement of Controversy.  Prior to the Closing Date,
----------------------------------------------------
on an as needed basis,  Cifers, for and on behalf of the Company,  shall resolve
and settle  those  claims  and  controversies  against  the  Company  which have
resulted in liens and  encumbrances  against  the  Company's  Facilities  in the
collective, total amount of approximately $315,000.00.  Cifers may resolve those
controversies  using cash or a convertible note executed by and delivered by the
Company, or any combination  thereof. Any such convertible note shall not accrue
interest  in excess of 10.5% per annum and may be  convertible  at the  holder's
option,  in lieu of cash payment,  for shares of the Company's common stock at a
conversion  price of $.375 per share  after the  Reverse  Stock  Split.  In that
regard, in an effort to resolve and settle those controversies,  the Company has
signed and delivered  such a convertible  promissory  note,  and the Company has


                                       28
<PAGE>



granted and issued to the holder of such  convertible  note warrants to purchase
180,000 shares of the Company's common stock  exercisable at a price of $.75 per
share after the Reverse Stock Split.

6.17  Issuance and delivery of the  Consideration.  On the Closing,  the Company
--------------------------------------------------
shall issue or cause to be issued  certificates  evidencing and representing the
Subject Shares.

6.18   Indemnification   For   Brokerage   Fees.   In   addition  to  any  other
------------------------------------------------
indemnification  contemplated by the provisions of this Agreement, if any person
shall  assert  against  BEVsystems  a  claim  to a  fee,  commission,  or  other
compensation  because of or resulting from alleged  performance of services as a
broker of finder for or on behalf of the  Company,  in  connection  with or as a
result  of the  Transaction,  the  Company  shall  (subject  to  next  sentence)
indemnify and hold BEVsystems and BEVsystems' Affiliates,  officers,  directors,
employees,   accountants,   auditors,  attorneys,  partners,  agents  and  other
representatives  harmless  from and  against  any and all  losses,  liabilities,
claims,  damages,  and expenses  whatsoever as and when incurred resulting from,
based upon or in  connection  with such claim by such  person,  and the  Company
shall,  at its  expense,  defend,  any and all  lawsuits,  actions,  proceedings
(formal or informal), or investigations involving any such claim that may at any
time be brought  against  BEVsystems  and satisfy  promptly  any  settlement  or
judgment  resulting  therefrom;  but,  if the  Company  fails to defend any such
lawsuit,  action,  proceeding,  or investigation in a timely manner,  BEVsystems
shall  have the right to defend  and  settle  the same and pay any  judgment  or
settlement pertaining thereto, as BEVsystems may reasonably deem appropriate, at
the cost of the Company.  If, however, it is ultimately  determined in any suit,
action,  or proceeding (in which BEVsystems was provided the opportunity to have
its counsel  participate in the defense) that  BEVsystems is solely  responsible
for any  compensation  due and payable to such broker or finder or such services
were  performed  solely for  BEVsystems,  the Company  shall not be  responsible
pursuant to this  section and amounts  therefor  paid by the Company  because of
this section shall be reimbursed by BEVsystems.

6.19  Availability  of Offer.  The  Company  confirms  that the  benefits of the
-----------------------------
Transaction are intended to be available to all shareholders of BEVsystems,  and
that no such  shareholder is intended to be excluded from  participation  in the
benefits of the Transaction.


                                   ARTICLE VII

                              CONDITIONS TO CLOSING

7.1  Conditions to Obligation of the Sellers.  The  obligation of the Sellers to
---------------------------------------------
close the  Transaction  shall be subject to the  performance  at or prior to the
Closing of the following conditions,  unless the Sellers shall, by a majority in
interest of the Sellers, waive such fulfillment in writing:

(1) This  Agreement  and the  Transaction  shall have  received  all  approvals,
consents,  authorizations,  and waivers from  governmental  and other regulatory
agencies and other third parties (including lenders,  holders of debt securities
and lessors) required to consummate the Transaction.

(2) There shall not be in effect a preliminary or permanent  injunction or other
order by any federal or state  court which  prohibits  the  consummation  of the
Transaction.

(3) The  Company  shall have  performed  in all  material  respects  each of its
agreements  and  obligations  specified  in this  Agreement  and  required to be
performed on or prior to the Closing and shall have  complied  with all material
requirements,  rules,  and  regulations  of all  regulatory  authorities  having
jurisdiction relating to the Transaction.


                                       29
<PAGE>



(4) No material  adverse change shall, in the judgment of a majority in interest
of the  Sellers,  have  taken  place in the  business  condition  (financial  or
otherwise),  operations,  or prospects of the Company since the Effective  Date,
other  than  those,  if any,  that  result  from the  changes  permitted  by the
Transaction and the provisions of this Agreement.

(5)  The  representations  and  warranties  of the  Company  set  forth  in this
Agreement  shall be true in all material  respects as of the Effective Date and,
except in such  respects  as, in the  judgment  of a majority of interest of the
Sellers,  do  not  materially  and  adversely  affect  the  business,  condition
(financial  or  otherwise),  operations,  or  prospects of the Company as of the
Closing Date, as if those  representations  and  warranties  were made as of the
Closing Date.

(6) The Sellers shall have  received from the Company an officers'  certificate,
executed  by the Chief  Executive  Officer  and Chief  Financial  Officer of the
Company  (in their  capacities  as  such),  dated the  Closing  Date,  as to the
satisfaction of the conditions in Paragraphs (3), (4), and (5) of this section.

7.2  Conditions to Obligation of the Company.  The  obligation of the Company to
---------------------------------------------
close the  Transaction  shall be subject to the  performance  at or prior to the
Closing  of the  following  conditions,  unless  the  Company  shall  waive such
fulfillment in writing:

(1) This  Agreement  and the  Transaction  shall have  received  all  approvals,
consents,  authorizations,  and waivers from  governmental  and other regulatory
agencies and other third parties (including lenders,  holders of debt securities
and lessors) required by law to consummate the Transaction.

(2) There shall not be in effect a preliminary or permanent  injunction or other
order by any federal or state authority which prohibits the  consummation of the
Transaction.

(3)  BEVsystems  and the Sellers shall have  performed in all material  respects
their  agreements and  obligations  specified in this  Agreement  required to be
performed on or prior to the Closing and shall have  complied  with all material
requirements,  rules,  and  regulations  of all  regulatory  authorities  having
jurisdiction relating to the Transaction.

(4) No material adverse change shall, in the reasonable judgment of the Company,
have  taken  place  in  the  business,   conditioned  (financial  or  otherwise)
operations  or prospects of  BEVsystems  since the  Effective  Date,  other than
those,  if any, that result from changes  permitted by the  Transaction  and the
provisions of this Agreement.

(5) The representations and warranties of BEVsystems set forth in this Agreement
shall be true in all material  respects as of the Effective Date and,  except in
such respects as, in the reasonable  judgment of the Company,  do not materially
and  adversely  affect  the  business,   condition   (financial  or  otherwise),
operations,  or  prospects  of  BEVsystems  as of the  Closing  Date as if those
representations and warranties were made as of the Closing Date.

(6) The Company shall have received  from  BEVsystems an officers'  certificate,
executed  by the Chief  Financial  Officer  and the Chief  Executive  Officer of
BEVsystems  (in their  capacities  as such),  dated the Closing  Date, as to the
satisfaction of the conditions of Paragraphs (3), (4) and (5) of this section.


                                  ARTICLE VIII

                           SUBJECT SHARES AND SELLERS


                                       30
<PAGE>



8.1  Sellers'  Ownership  Representations.  Each of the Sellers  represents  and
------------------------------------------
warrants to the Company, severally and not jointly, that (i) he, she, or it owns
the shares of common stock of BEVsystems  set forth  opposite,  his, her, or its
name on the respective signature page of this Agreement,  to be delivered to the
Company at the Closing  pursuant to the terms of this Agreement,  free and clear
of any and all liens, claims,  encumbrances,  and rights of others; and (ii) he,
she,  or it is fully and  freely  authorized  and  entitled  to sell,  transfer,
assign,  deliver,  set over,  and convey to the Company  free and clear title to
those shares, without any further approval or authorization being required.

8.2 Non  Registration  of  Subject  Shares.  The  Sellers,  and  each  of  them,
-------------------------------------------
understand  and  acknowledge  that the  Subject  Shares  will be issued  without
Registration  in a transaction not involving a public offering and a transaction
in which all recipients  are not U.S.  persons and that those  transactions  are
exempt from Registration pursuant to Section 4(2) of the Securities Act and Rule
506 of Regulation D and Regulation S.

8.3 Investment Representation.  The covenant of the Company specified in Section
------------------------------
6.9 of this  Agreement  regarding  the  preparation  and filing of the Form SB-2
notwithstanding,  each of the Sellers, severally and not jointly, represents and
confirms to the Company that he, she, or it (i) is  accredited  investor  within
the  meaning  of  Rule  501(a)  of  Regulation  D  promulgated  pursuant  to the
Securities  Act, and such  knowledge  and  experience  in financial and business
matters as to be capable of evaluating the merits and risks of an acquisition of
the Subject  Shares (ii) is aware of the  restriction  regarding  resale imposed
upon the Subject Shares because of the nature of the Transaction; and (iii) will
receive and accept at the Closing the Subject Shares for investment, and without
any intention to sell,  transfer,  or otherwise  distribute  the Subject  Shares
acquired  by that Seller in any manner that is in  violation  of the  Securities
Act. The  certificates  evidencing and  representing  the Subject  Shares,  when
delivered to the Sellers at the Closing, may have appropriate orders restricting
transfer  placed  against  them on the  records  of the  transfer  agent for the
Company and may have placed upon them the legend  specified by the provisions of
Section 6.14 of this  Agreement.  Each Seller agrees not to attempt any transfer
of any  his,  hers or its  Subject  Shares  without  first  complying  with  the
substance of that legend and agrees that satisfaction of the Company may, if the
Company, in its discretion,  so requests,  depend in part upon (i) an opinion of
counsel acceptable in form and substance to the Company, (ii) a no-action letter
of the SEC, or (iii) equivalent evidence.


                                   ARTICLE IX

                                   TERMINATION

This  Agreement and the  Transaction  may be terminated at any time prior to the
Closing:

(1) By mutual  consent of BEVsystems  and the Sellers,  on the one hand, and the
Company, on the other hand; or

(2) By either  BEVsystems and the Sellers,  on the one hand, or the Company,  on
the other hand,  upon written  notice to the other,  if the  conditions  to such
party's  obligations to consummate the Transaction,  in the case of the Sellers,
as specified in Section 7.1 of this  Agreement,  or, in the case of the Company,
as provided in Section 7.2 of this Agreement, were not, or cannot reasonably be,
satisfied  on or before  June 1, 2002,  unless the failure of  condition  is the
result of the material  breach of this  Agreement by the party to this Agreement
seeking to terminate this Agreement.


                                    ARTICLE X

                                 INDEMNIFICATION


                                       31
<PAGE>



10.1 Indemnification by the Company. The Company shall indemnify,  save and hold
------------------------------------
harmless the Sellers,  BEVsystems  and their  Affiliates,  officers,  employees,
directors,  accountants,   auditors,  attorneys,  partners,  agents,  and  other
representatives  from and against any and all costs, losses (including,  without
limitation,  diminution in value), liabilities, damages, lawsuits, deficiencies,
adverse claims,  taxes and expenses  (whether or not resulting from  third-party
claims),  including,  without  limitation,   interest,   penalties,   reasonable
attorneys' fees and all amounts paid in investigation,  defense or settlement of
any of the foregoing (collectively,  "Damages"),  incurred in connection with or
resulting from any breach of any covenant or warranty,  or the inaccuracy of any
representation made by the Company in or pursuant to this Agreement.

10.2  Indemnification by BEVsystems.  BEVsystems shall indemnify,  save and hold
------------------------------------
harmless  the  Company,  and  the  Company's  Affiliates,  officers,  employees,
directors,   accountants,   auditors,  attorneys,  partners,  agents  and  other
representatives,  from and against any and all  Damages  incurred in  connection
with or arising out of or resulting from any breach of any covenant or warranty,
or the  inaccuracy of any  representation,  made by BEVsystems in or pursuant to
this Agreement.

10.3 Defense of  Third-Party  Claims.  If any lawsuit or  enforcement  action is
-------------------------------------
filed against any party entitled to the benefit of  indemnification  pursuant to
this Article X, written notice thereof shall be given to the indemnifying  party
as promptly as  practicable  (and in any event no later than  fifteen  (15) days
after the  service of the  citation or  summons);  provided,  however,  that the
failure of any  indemnified  party to give  timely  notice  shall not affect the
rights to indemnification  contemplated by this Article IX, except to the extent
that the indemnifying party  demonstrates  actual damage caused by such failure.
After such notice, if the indemnifying party shall acknowledge in writing to the
indemnified party that the indemnifying party shall be obligated pursuant to the
terms of its indemnification  pursuant to this Article X in connection with such
lawsuit or action, then the indemnifying party shall be entitled,  if such party
so decides,  to take control of the defense and investigation of such lawsuit or
action and to employ and engage attorneys of its own choice to handle and defend
the same, at the indemnifying party's cost, risk and expense; provided, however,
that the indemnifying  party and its counsel shall proceed with diligence and in
good faith with respect  thereto.  The indemnified  party shall cooperate in all
reasonable  respects  with the  indemnifying  party  and such  attorneys  in the
investigation,  trial and  defense  of such  lawsuit  or action  and any  appeal
resulting therefrom;  provided,  however, that the indemnified party may, at its
own cost, participate in the investigation, trial and defense of such lawsuit or
action and any appeal resulting therefrom.


                                   ARTICLE XI

                               GENERAL PROVISIONS

11.1. Notices. Any notice,  direction or instruction required or permitted to be
--------------
given  pursuant  to this  Agreement  shall be given in writing by (a)  telegram,
facsimile  transmission or similar  method,  if confirmed by mail as provided in
this  Agreement,  (b) by mail, if mailed  postage  prepaid,  by certified  mail,
return receipt requested;  or (iii) hand delivery to any party to this Agreement
at the address of such party specified  below. If given by telegram or facsimile
transmission  or similar method or by hand delivery,  such notice,  direction or
instruction  shall be deemed to have been given or made on the day on which such
notice,  direction or  instruction  was delivered,  and if mailed,  such notice,
direction  or  instruction  shall be deemed  to have  been  given or made on the
second (2nd)  business day following the day after which such notice,  direction
or instruction was mailed. Any party to this Agreement may, from time to time by
similar  notice,  give notice of any change of address  and, in such event,  the
address of such party shall be deemed to be changed  accordingly.  The  address,
telephone number and facsimile  transmission number for the notice of each party
are:




                                       32
<PAGE>



If to the Company:            Aqua Clara Bottling & Distribution, Inc.
                              1315 Cleveland Street
                              Clearwater, Florida  33755
                              Facsimile Machine: 727.446.3999


If to BEVsystems and          BEVsystems International, Ltd.
the Sellers:                  501 Brickell Key Drive, Suite 203
                              Miami, Florida 33131
                              Facsimile Machine:786.425.2208

11.2.  Recovery of Enforcement  Costs.  In the event any party to this Agreement
--------------------------------------
shall  institute  any action or  proceeding  to enforce  any  provision  of this
Agreement,  to seek relief from any violation of this Agreement, or to otherwise
obtain any judgment or order  relating to or arising from the subject  matter of
this  Agreement,  each  prevailing  party in such action or proceeding  shall be
entitled  to receive  from each  losing  party such  prevailing  party's  actual
attorneys'  fees and  costs  incurred  to  prosecute  or defend  such  action or
proceeding.

11.3.  Assignment.  No party to this Agreement shall have the right, without the
------------------
consent of the other  parties to this  Agreement,  to  assign,  transfer,  sell,
pledge,  hypothecate,  delegate,  or otherwise  transfer,  whether  voluntarily,
involuntarily  or by operation of law, any of such party's rights or obligations
created by the  provisions  of this  Agreement,  nor shall the  parties'  rights
created by the  provisions  of the  Agreement be subject to  encumbrance  or the
claim of creditors. Any such purported assignment, transfer, or delegation shall
be null and void.

11.4.  Captions  and  Interpretations.  Captions of the articles and sections of
--------------------------------------
this Agreement are for  convenience  and reference only, and the words specified
therein  shall  in no way be  held to  explain,  modify,  amplify  or aid in the
interpretation,  construction,  or meaning of the provisions of this  Agreement.
The language in all parts to this Agreement,  in all events,  shall be construed
in  accordance  with the fair  meaning of that  language,  as if prepared by all
parties to this  Agreement  and not  strictly  for or against  any party to this
Agreement.  Each party to this  Agreement  has reviewed and read this  Agreement
carefully.  The rule of  construction,  which  requires a court to  resolve  any
ambiguities  against the drafting  party,  shall not apply in  interpreting  the
provisions of this Agreement.

11.5. Entire Agreement.  This Agreement and the respective  Disclosure Documents
-----------------------
are the final written expression and the complete and exclusive statement of all
the agreements, conditions, promises, representations,  warranties and covenants
between the parties to this Agreement with respect to the subject matter of this
Agreement,   and  this  Agreement   supersedes  all  prior  or   contemporaneous
agreements, negotiations, representations, warranties, covenants, understandings
and  discussions  by and  between  and among  those  parties,  their  respective
representatives,  and any other  person,  with  respect  to the  subject  matter
specified  in this  Agreement.  No provision of any  Disclosure  Document  shall
supersede or annul the terms and provisions of this Agreement, unless the matter
specified  in such  Disclosure  Document  shall  explicitly  so  provide  to the
contrary.  In the event of  ambiguity  in meaning or  understanding  between the
provisions of this Agreement proper and any Disclosure Document,  the provisions
of this Agreement shall prevail and control in all instances.

11.6 Waiver and Modification.  No modification,  supplement or amendment of this
-----------------------------
Agreement or of any covenant, representation, warranty, condition, or limitation
specified  in this  Agreement  shall be valid unless the same is made in writing
and duly executed by all parties to this  Agreement.  No waiver of any covenant,
representation,  warranty,  condition, or limitation specified in this Agreement
shall be valid,  unless the same is made in  writing  and duly  executed  by the
party making the waiver.  No waiver of any provision of this Agreement  shall be


                                       33
<PAGE>



deemed, or shall constitute,  a waiver of any other provision of this Agreement,
whether or not similar,  nor shall any waiver of any provision of this Agreement
constitute a continuing waiver of that provision.

11.7 Further  Assurances.  The parties to this Agreement shall from time to time
-------------------------
sign and deliver any further  instruments and take any further actions as may be
necessary to effectuate the intent and purposes of this Agreement.

11.8 De  Minimis  Claims.  No party to this  Agreement  shall  bring any  action
-------------------------
against any other party to this  Agreement with respect to the subject matter of
this Agreement, unless the aggregate amount of all claims so brought in relation
to the subject matter of this Agreement exceeds $50,000.00;  provided,  however,
that the foregoing shall not prevent or preclude  actions seeking  injunctive or
other equitable forms of relief.

11.9 Number and Gender.  Whenever the singular  number is used in this Agreement
-----------------------
and, when required by the context,  the same shall include the plural,  and vice
versa;  the masculine  gender shall include the feminine and the neuter genders,
and vice versa, and the word "person" shall include  individual,  company,  sole
proprietorship,  corporation,  joint venture, association,  joint stock company,
fraternal  order,  cooperative,  league,  club,  society,  organization,  trust,
estate,   governmental  agency,   political  subdivision  or  authority,   firm,
municipality, congregation, partnership, or other form of entity, whether active
or passive.

11.10  Successors and Assigns.  This Agreement and each of its provisions  shall
------------------------------
obligate the heirs, executors,  administrators,  successors, and assigns of each
of the parties to this Agreement.  Nothing  specified in this section,  however,
shall be a consent to the  assignment or delegation by any party of such party's
respective rights and obligations created by the provisions of this Agreement.

11.11 Third Party Beneficiaries. Except as expressly specified by the provisions
--------------------------------
of this Agreement,  this Agreement shall not be construed to confer upon or give
to any person,  other than the parties to this Agreement,  any right,  remedy or
claim  pursuant to, or by reason of, this  Agreement or of any term or condition
of this Agreement.

11.12 Severability.  In the event any part of this Agreement, for any reason, is
-------------------
determined  by  a  court  of  competent   jurisdiction   to  be  invalid,   such
determination  shall not affect the  validity of any  remaining  portion of this
Agreement,  which remaining  portion shall remain in full force and effect as if
this Agreement had been executed with the invalid portion thereof eliminated. It
is hereby  declared the  intention of the parties to this  Agreement  that those
parties  would have  executed the remaining  portion of this  Agreement  without
including  any such  part,  parts,  or portion  which,  for any  reason,  may be
hereafter determined to be invalid.

11.13  Governmental  Rules and Regulations.  The Transaction is and shall remain
-------------------------------------------
subject to any and all present and future orders,  rules and  regulations of any
duly constituted authority having jurisdiction of the Transaction.

11.14  Execution in  Counterparts.  This  Agreement  may be prepared in multiple
----------------------------------
copies and forwarded to each of the parties for execution. All of the signatures
of the  parties to this  Agreement  may be  affixed  to one copy or to  separate
copies of this Agreement and when all such copies are received and signed by all
of those parties,  those copies shall  constitute  one  agreement,  which is not
otherwise separable or divisible.  Counsel for BEVsystems shall keep all of such
signed copies and shall conform one copy to show all of those signatures and the
dates  thereof  and shall  mail a copy of such  conformed  copy to each of those
parties  within  thirty (30) days after the receipt by such  counsel of the last
signed copy, and such counsel shall cause one such conformed copy to be filed in
the principal office of such counsel.


                                       34
<PAGE>



11.15  Reservation of Rights.  The failure of any party to this Agreement at any
-----------------------------
time or times to require strict performance by any other party to this Agreement
of any of the  warranties,  representations,  covenants,  terms,  conditions and
provisions  specified in this Agreement shall not waive,  affect or diminish any
right of such party  failing  to require  strict  performance  to demand  strict
compliance and performance therewith and with any other provisions,  warranties,
terms, and conditions specified in this Agreement.

11.16  Survival of Covenants,  Representations  and  Warranties.  All covenants,
----------------------------------------------------------------
representations,  and warranties  made by each party to this Agreement  shall be
deemed made for the purpose of inducing the other  parties to this  Agreement to
enter into and execute this  Agreement.  The  representations,  warranties,  and
covenants  specified  in this  Agreement  shall  survive  the  Closing and shall
survive  any  investigation  by any such  party,  whether  before  or after  the
execution of this Agreement. The covenants,  representations,  and warranties of
the Company, on the one hand, and BEVsystems and the Sellers, on the other hand,
are made only to and for the  benefit of each other and shall not create or vest
rights in other persons.

11.17  Concurrent  Remedies.  No right or  remedy  specified  in this  Agreement
----------------------------
conferred  on or reserved to the parties to this  Agreement  is exclusive of any
other right or remedy  specified in this Agreement or by law or equity  provided
or  permitted;  but each such right and remedy  shall be  cumulative  of, and in
addition to, every other right and remedy  specified in this Agreement or now or
hereafter  existing at law or in equity or by statute or  otherwise,  and may be
enforced  concurrently  therewith or from time to time. The  termination of this
Agreement  for any reason  whatsoever  shall not  prejudice  any right or remedy
which  any  party  may  have,  either at law,  in  equity,  or  pursuant  to the
provisions of this Agreement.

11.18 Governing Law. This Agreement shall be deemed to have been entered into in
--------------------
the  State  of   Colorado,   and  all   questions   concerning   the   validity,
interpretation, or performance of any of the terms, conditions and provisions of
this  Agreement or of any of the rights or  obligations  of the parties shall be
governed by, and resolved in accordance with, the laws of the State of Colorado,
without  regard  to  conflicts  of  law  principles.  Any  and  all  actions  or
proceedings, at law or in equity, to enforce or interpret the provisions of this
Agreement  shall be  litigated  in  courts  having  sites  within  the  State of
Colorado. No claim, demand, action, proceeding,  litigation,  hearing, motion or
lawsuit  resulting from or with respect to this Agreement  shall be commenced or
prosecuted  in any  jurisdiction  other  than  the  State of  Colorado,  and any
judgment, determination,  finding or conclusion reached or rendered in any other
jurisdiction  shall be null  and  void.  Each  party  to this  Agreement  hereby
consents  expressly to the  jurisdiction  of any local,  state or federal  court
located within the State of Colorado and consents that any service of process in
such  action or  proceeding  may be made by  personal  service  upon such  party
wherever  such party may be then  located,  or by certified or  registered  mail
directed to such party at such party's last known address.

11.19  Force  Majeure.  If any  party  to this  Agreement  is  rendered  unable,
----------------------
completely or partially,  by the  occurrence of an event of "force  majeure" (as
that term is defined later in this section) to perform such party's  obligations
created by the provisions of this Agreement, such party shall give to each other
party to this Agreement  prompt  written notice of the event of "force  majeure"
with  reasonably  complete  particulars  concerning such event;  thereupon,  the
obligations  of the party giving such notice,  so far as those  obligations  are
affected by the event of "force  majeure,"  shall be  suspended  during,  but no
longer than, the continuance of the event of "force  majeure." The party to this
Agreement  affected by such event of "force  majeure"  shall use all  reasonable
diligence to resolve,  eliminate and  terminate the event of "force  majeure" as
quickly as practicable.  The requirement  that an event of "force majeure" shall
be remedied with all reasonable dispatch as specified in this section, shall not
require the settlement of strikes,  lockouts or other labor  difficulties by the
party involved,  contrary to such party's wishes,  and the resolution of any and
all such  difficulties  shall be handled  entirely  within the discretion of the
party  concerned.  The term  "force  majeure" as used in this  section  shall be
defined  as and  mean  any act of God,  strike,  civil  disturbance,  terrorism,
lockout or other industrial disturbance, act of the public enemy, war, blockade,
public  riot,   earthquake,   tornado,   hurricane,   lightning,   fire,  public


                                       35
<PAGE>



demonstration,   storm,  catastrophe,  flood,  explosion,  governmental  action,
governmental delay, restraint or inaction,  unavailability of equipment, and any
other  cause or  event,  whether  of the type  enumerated  specifically  in this
section or otherwise, which is not reasonably within the control of the party to
this Agreement claiming such suspension.

11.20  Consent to Agreement.  By executing  this  Agreement,  each party to this
----------------------------
Agreement,  for himself,  herself, or itself,  represents such party has read or
caused to be read this Agreement in all particulars, and consents to the rights,
conditions,  duties and responsibilities imposed upon such party as specified in
this Agreement. Each party to this Agreement represents,  warrants and covenants
that such party  executes and delivers  this  Agreement of such party's own free
will and with no threat, undue influence,  menace,  coercion or duress,  whether
economic  or  physical.  Moreover,  each  party  to this  Agreement  represents,
warrants,  and covenants that such party executes this Agreement  acting on such
party's own independent judgment.

IN WITNESS  WHEREOF,  the undersigned have caused this Agreement to be signed on
the date specified in the preamble of this Agreement.

Aqua Clara Bottling & Distribution, Inc.,
a Colorado corporation



By: /s/ Jack Plunkett
    ---------------------------
    Jack Plunkett

Its: President


BEVsystems International, Ltd.,
a Bermuda corporation

By: /s/ G. Robert Tatum, III
    ---------------------------
    G. Robert Tatum, III

Its: Chief Executive Officer



















                                       36
<PAGE>





Date of Signature:                              Names of Sellers:


Dated: 1/15/02                             /s/ Life O2 Beverages, LLP
       --------------                      -------------------------------------
                                               Life O2 Beverages, LLP


Dated: 1/15/02                             /s/ Tim Alloway
       --------------                      -------------------------------------
                                               Tim Alloway


Dated: 1/15/02                             /s/ Andrew Babinsky
       --------------                      -------------------------------------
                                               Andrew Babinsky


Dated: 1/15/02                             /s/ Bennie Barton
       --------------                      -------------------------------------
                                               Bennie Barton


Dated: 1/15/02                             /s/ Charles E. Bird
       --------------                      -------------------------------------
                                               Charles E. Bird


Dated: 1/15/02                             /s/ Keith Bish
       --------------                      -------------------------------------
                                               Keith Bish


Dated: 1/15/02                             /s/ Tommy Burns
       --------------                      -------------------------------------
                                               Tommy Burns


Dated: 1/15/02                             /s/ Erlando Che
       --------------                      -------------------------------------
                                               Erlando Che


Dated: 1/15/02                             /s/ Michael Clouse
       --------------                      -------------------------------------
                                               Michael Clouse


Dated: 1/15/02                             /s/ Charles Cochran
       --------------                      -------------------------------------
                                               Charles Cochran


Dated: 1/15/02                             /s/ Don Cohen
       --------------                      -------------------------------------
                                               Don Cohen


                                       37
<PAGE>



Dated: 1/15/02                             /s/ Jeff Cohen
       --------------                      -------------------------------------
                                               Jeff Cohen


Dated: 1/15/02                             /s/ Melvin Coles
       --------------                      -------------------------------------
                                               Melvin Coles


Dated: 1/15/02                             /s/ James Dale Davidson
       --------------                      -------------------------------------
                                               James Dale Davidson


Dated: 1/1/5/02                            /s/ Emmanuel Faillettaz
       --------------                      -------------------------------------
                                               Emmanuel Faillettaz


Dated: 1/15/02                             /s/ Mitchell   J.  Farrell
       --------------                      -------------------------------------
                                               Mitchell J. Farrell


Dated: 1/15/02                             /s/ William Fay Sr.
       --------------                      -------------------------------------
                                               William Fay Sr.


Dated: 1/15/02                             /s/ Dorette Fleischman
       --------------                      -------------------------------------
                                               Dorette Fleischman


Dated: 1/15/02                             /s/ Edward Galto
       --------------                      -------------------------------------
                                               Edward Galto


Dated: 1/15/02                             /s/ Bill Garrison
       --------------                      -------------------------------------
                                               Bill Garrison


Dated: 1/15/02                             /s/ George Gaynor
       --------------                      -------------------------------------
                                               George Gaynor


Dated: 1/15/02                             /s/ William Gunter
       --------------                      -------------------------------------
                                               William Gunter


Dated: 1/15/02                             /s/ Randy Hedrick
       --------------                      -------------------------------------
                                               Randy Hedrick


Dated: 1/15/02                             /s/ Susan Herman
       --------------                      -------------------------------------
                                               Susan Herman


                                       38
<PAGE>



Dated: 1/15/02                             /s/ David Holroyd
       --------------                      -------------------------------------
                                               David Holroyd


Dated: 1/15/02                             /s/ Davis Howe
       --------------                      -------------------------------------
                                               Davis Howe


Dated: 1/15/02                             /s/ Anthony Iemma
       --------------                      -------------------------------------
                                               Anthony Iemma


Dated: 1/15/02                             /s/ Punnee Intranuruk
       --------------                      -------------------------------------
                                               Punnee Intranuruk


Dated: 1/15/02                             /s/ Terry Jaramillo
       --------------                      -------------------------------------
                                               Terry Jaramillo


Dated: 1/15/02                             /s/ Michael A. Jervis
       --------------                      -------------------------------------
                                               Michael A. Jervis


Dated: 1/15/02                             /s/ Burt Kaufman
       --------------                      -------------------------------------
                                               Burt Kaufman


Dated: 1/15/02                             /s/ Jack E. Magoulakis
       --------------                      -------------------------------------
                                               Jack E. Magoulakis


Dated: 1/15/02                             /s/ Boris Malden
       --------------                      -------------------------------------
                                               Boris Malden


Dated: 1/15/02                             /s/ Joel Meltzer
       --------------                      -------------------------------------
                                               Joel Meltzer


Dated: 1/15/02                             /s/ Toni Meltzer
       --------------                      -------------------------------------
                                               Toni Meltzer (with Joel Meltzer)


Dated: 1/15/02                             /s/ John Montfort
       --------------                      -------------------------------------
                                               John Montfort


                                       39
<PAGE>



Dated: 1/15/02                             /s/ Mike O'Donnell
       --------------                      -------------------------------------
                                               Mike O'Donnell


Dated: 1/15/02                             /s/ Pliny A. Price
       --------------                      -------------------------------------
                                               Pliny A. Price


Dated: 1/15/02                             /s/ Robert Radnoti
       --------------                      -------------------------------------
                                               Robert Radnoti


Dated: 1/15/02                             /s/ Jorge Rodriguez
       --------------                      -------------------------------------
                                               Jorge Rodriguez


Dated: 1/15/02                             /s/ Robert Roule
       --------------                      -------------------------------------
                                               Robert Roule


Dated: 1/15/02                             /s/ Burton Shear
       --------------                      -------------------------------------
                                               Burton Shear


Dated: 1/15/02                             /s/ Dennis P. Smith
       --------------                      -------------------------------------
                                               Dennis P. Smith


Dated: 1/15/02                             /s/ Jane Smith
       --------------                      -------------------------------------
                                               Jane Smith


Dated: 1/15/02                             /s/ Jim Stevens
       --------------                      -------------------------------------
                                               Jim Stevens


Dated: 1/15/02                             /s/ Judy Stevens
       --------------                      -------------------------------------
                                               Judy Stevens (with Jim Stevens)

Dated: 1/15/02                             /s/ G. Robert Tatum III
       --------------                      -------------------------------------
                                               G. Robert Tatum III


Dated: 1/15/02                             /s/ Elaine F. Tatum
       --------------                      -------------------------------------
                                               Elaine F. Tatum
                                                      (with G. Robert Tatum III)

Dated: 1/15/02                             /s/ Michelle Mae Tatum
       --------------                      -------------------------------------
                                               Michelle Mae Tatum


                                       40
<PAGE>



Dated: 1/15/02                             /s/ Titel Teriba
       --------------                      -------------------------------------
                                               Titel Teriba


Dated: 1/15/02                             /s/ Michael Thompson
       --------------                      -------------------------------------
                                               Michael Thompson


Dated: 1/15/02                             /s/ Kenneth Peter Visser
       --------------                      -------------------------------------
                                               Kenneth Peter Visser


Dated: 1/15/02                             /s/ F. Howard Walsh
       --------------                      -------------------------------------
                                               F. Howard Walsh


Dated: 1/15/02                             /s/ James Ross Whiting
       --------------                      -------------------------------------
                                               James Ross Whiting


Dated: 1/15/02                             /s/ J. Harlan Williams
       --------------                      -------------------------------------
                                               J. Harlan Williams


Dated: 1/15/02                             /s/ Jaroslaw Zaremba
       --------------                      -------------------------------------
                                               Jaroslaw Zaremba


Dated: 1/15/02                             /s/ Jeffery Zimmerman
       --------------                      -------------------------------------
                                               Jeffery Zimmerman



















                                       41

</TEXT>
</DOCUMENT>
