CONSULTING AGREEMENT AMENDMENT

This Amendment to the Consulting Agreement executed 2nd day of May 2003 by and
between Salvatore Russo, (Consultant) and BEVsystems International, Inc.
(Corporation) (collectively called the Parties) is effective this 23rd day of
June 2003 by and between the parties.

The parties wish to expand the services to be provided by the Consultant to the
Corporation. The additional services to be provided by the Consultant shall
include advice and assistance in the preparation of a Business Plan for the
re-structuring of the Balance Sheet and recruiting of new board members.

The compensation for these additional services shall be 3,000,000 shares of free
trading S-8 stock of the Corporation as registered in a Registration Statement
to be filed with the SEC in June 2003.

Agreed to by the parties this 23rd day of June 2003.



BEVSYSTEMS INTERNATIONAL, INC.                CONSULTANT


   /s/ Bob Tatum                                 /s/ Sal Russo
- ------------------------------------          --------------------------
G. Robert Tatum, CEO                          Salvatore Russo