EXHIBIT 4.1


                           CERTIFICATE OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                    AQUA CLARA BOTTLING & DISTRIBUTION, INC.,
                             a Colorado corporation


     Aqua Clara Bottling & Distribution, Inc., a corporation organized under the
General  Corporation Law of the State of Colorado  ("Corporation"),  does hereby
certify:

     FIRST: The Corporation has received payment for its capital stock.

     SECOND:  The amendments to the Corporation's  Articles of Incorporation set
forth  in  the  following  resolutions  were  approved  by  a  majority  of  the
Corporation's  Board of Directors and were duly adopted in  accordance  with the
provisions   of  Sections   7-110-103(1)-(4)   and  7-110-106  of  the  Colorado
Corporation  Code;  and,  further,  were  approved  by the  shareholders  of the
Corporation pursuant to Section 7-110-103(5) of the Colorado Corporation Code.

     RESOLVED,  that the Articles of  Incorporation  of the  Corporation be, and
hereby are,  amended by  eliminating  Article I in its  entirety  and  replacing
therefor  "ARTICLE I: Name.  The name of this  corporation  shall be  BEVsystems
                                                                      ----------
International, Inc."
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     RESOLVED,  FURTHER,  that the first two  sentences  of  Article  III of the
Articles of  Incorporation  of the Corporation  be, and hereby are,  amended and
replaced in their entirety by the following text, to specify as follows:

     "The  total  number of shares of stock  which this  corporation  shall have
     authority  to issue is (i) one  hundred  million  (100,000,000)  shares  of
     Common Stock with no par value, and (ii) five million (5,000,000) shares of
     Preferred  Stock with no par value.  On the date that this  Certificate  of
     Amendment  to Articles of  Incorporation  shall be filed with the  Colorado
     Secretary of State,  and without  effecting  the par value or the number of
     shares authorized,  the issued and outstanding shares of this corporation's
     Common  Stock  shall  be  combined  into a  lesser  number  of  issued  and
     outstanding  shares,  such that every ten (10) shares of this corporation's
     Common Stock shall be consolidated into one (1) share of this corporation's
     Common Stock;  provided,  however, that, in lieu of fractional shares, this
     corporation  shall  pay each  holder  of this  corporation's  Common  Stock
     entitled  to a  fractional  share,  as a result of that  consolidation,  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 Over-The-Counter Bulletin
     Board  electronic  quotation  service on the day immediately  preceding the
     effective date of that consolidation."







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     IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  to be
signed and attested by its duly authorized officers.


Dated:   February 28, 2002                 By:    /s/ G. Robert Tatum III
                                                  ------------------------------
                                                  G. Robert Tatum III

                                           Its:   Chairman of the Board

ATTEST:

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

Its:  Secretary






























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