EAU
        TECHNOLOGIES, INC.

      


      2007
        STOCK INCENTIVE PLAN

      


      SECTION
        1

       

      GENERAL

       

      1.1     Purpose.
        The EAU
        Technologies, Inc. 2007 Stock Incentive Plan (the “Plan”) has been established
        by EAU Technologies, Inc. (the “Company”) to promote the interests of the
        Company and the stockholders of the Company by providing directors, executive
        officers and other employees of, and consultants and advisors to, the Company
        with appropriate incentives and rewards to encourage them to acquire a
        proprietary interest in the long−term success of the Company, as well as to
        reward the performance of these individuals in fulfilling their personal
        responsibilities for long−range and annual achievements. The Plan provides for
        the grant, in the sole discretion of the Committee, as defined below, of
        options
        (including “incentive stock options” and “nonqualified stock options”), stock
        appreciation rights, restricted stock and other stock− based awards.


      


      1.2     Definitions.
        Capitalized terms in the Plan shall be defined as set forth below:

      


      In
        addition to the other definitions contained herein, the following definitions
        shall apply:

       

      (a)     Affiliated
        Company.
        The
        term “Affiliated Company” means any company controlled by, controlling or under
        common control with the Company.

       

      (b)     Award.
        The
        term “Award” shall mean any award or benefit granted under the Plan, including,
        without limitation, Options, SARs, Restricted Stock and Other Stock-Based
        Awards.

       

      (c)     Award
        Agreement.
        The
        term “Award Agreement” means a written employment, consulting or similar
        agreement between a Grantee and the Company or a written Award grant agreement
        under the Plan.

       

      (d)     Board.
        The
        term “Board” shall mean the Board of Directors of the Company.

       

      (e)     
Cause.
        The
        term “Cause” means, unless otherwise provided by the Committee, (1) “Cause” as
        defined in any Award Agreement to which the Grantee is a party, or (2) if
        there
        is no such Award Agreement or if it does not define Cause: (A) conviction
        of the
        Grantee for committing a felony under federal law or the law of the state
        in
        which such action occurred, (B) dishonesty in the course of fulfilling the
        Grantee’s directorial, employment, consulting or advisory duties or (C) willful
        and deliberate failure on the part of the Grantee to perform the Grantee’s
        directorial, employment, consulting or advisory duties in any material respect.
        The Committee shall, unless otherwise provided in an Award Agreement with
        a
        Grantee, have the sole discretion to determine whether “Cause” exists, and its
        determination shall be final. 

       

      (f)      
        Change
        in Control.
        The
        term “Change in Control”
        shall
        mean:
        (1)
        the
        acquisition (other than from the Company) in one or more transactions by
        any Person, as defined below, of the beneficial ownership (within the meaning
        of
        Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended
        (the “Exchange Act”)) of 50% or more of (A) the then outstanding shares of
        common stock of the Company, or (B) the combined voting power of the then
        outstanding securities of the Company entitled to vote generally in the
        election of directors (the “Company Voting Securities”); (2) the closing of a
        sale or other conveyance of all or substantially all of the assets of the
        Company; or (3) the effective time of any merger, share exchange, consolidation,
        or other business combination involving the Company if immediately after
        such transaction persons who hold a majority of the outstanding voting
        securities entitled to vote generally in the election of directors of the
        surviving entity (or the entity owning 100% of such surviving entity) are
        not
        persons who, immediately prior to such transaction, held the Company Voting
        Securities.  For purposes of this definition, a “Person” means any
        individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2)
        of the Exchange Act, other than employee benefit plans sponsored or maintained
        by the Company; provided that for purposes of the Change of Control
        definition, Person shall not include any party named in a Schedule 13D with
        respect to the Company’s securities filed on or before the Effective Date of
        this Plan.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (g)     Code.
        The
        term “Code” means the Internal Revenue Code of 1986, as amended. A reference to
        any provision of the Code shall include reference to any successor provision
        of
        the Code.

       

      (h)     Committee.
        The
        term "Committee" means the committee of the Board described in Section 3
        hereof
        and any sub-committee established by such Committee pursuant to Section
        2.3.

       

      (i)      [omitted]

       

      (j)      
        Eligible
        Grantee.
        The
        term “Eligible Grantee” shall mean any director, executive officer or employee
        of, or consultant or advisor to, the Company or a Subsidiary, as determined
        by
        the Committee in its sole discretion. Anything in the Plan to the contrary
        notwithstanding, a consultant or advisor may only be determined to be an
        Eligible Grantee if (i) he or she is a natural person, (ii) he or she provides
        bona fide services to the Company or a Subsidiary, (iii) the services are
        not in
        connection with the offer or sale of securities in a capital-raising
        transaction, and (iv) the services do not directly or indirectly promote
        or
        maintain a market for the Company’s securities.

       

      (k)     Fair
        Market Value.
        For
        purposes of determining the “Fair Market Value” of a share of Stock as of any
        date, the “Fair Market Value” as of that date shall be (i) the closing sale
        price on the immediately preceding business day of a share of Stock as reported
        on the principal securities exchange on which shares of Stock are then listed
        or
        admitted to trading, or (ii) if not so reported, “Fair Market Value” shall be
        determined by the Committee in good faith and pursuant to a reasonable
        application of a reasonable valuation method in accordance with the relevant
        provisions of Section 409A of the Code. 

      


      (l)      
        Grantee.
        The
        term "Grantee" means a director, executive
        officer or employee of, or consultant or advisor to, the Company or a
        Subsidiary
        who has
        been granted an Award under the Plan.

       

      (m)     ISO.
        The
        term "ISO"
        means any Option intended to be and designated as an incentive stock option
        within the meaning of Section 422 of the Code.

       

      (n)     
        NQSO.
        The
        term "NQSO" means any Option that is not designated as an ISO, or which is
        designated by the Committee as an ISO but which subsequently fails or ceases
        to
        qualify as an ISO.

       

      (o)     Option.
        The
        term "Option" means a right, granted to an Eligible Grantee under Section
        4.2(a), to purchase shares of Stock. An Option may be either an ISO or an
        NQSO.


       

      (q)     Other
        Stock-Based Award.
        The
        term "Other Stock-Based Award" means a right or other interest granted to
        an
        Eligible Grantee under Section 4.2(e) of the Plan that may be denominated
        or
        payable in, valued in whole or in part by reference to, or otherwise based
        on,
        or related to, Stock, including but not limited to (i) unrestricted Stock
        awarded as a bonus or upon the attainment of performance goals or otherwise
        as
        permitted under the Plan, and (ii) a right granted to an Eligible Grantee
        to
        acquire Stock from the Company containing terms and conditions prescribed
        by the
        Committee.

       

      (r)     [omitted]

       

      (s)     Restricted
        Stock.
        The
        term "Restricted Stock" means an Award of shares of Stock to an Eligible
        Grantee
        under Section 4.2(c) that may be subject to certain restrictions and to a
        risk
        of forfeiture. Stock issued upon the exercise of Options or SARs is not
        "Restricted Stock" for purposes of the plan, even if subject to post-issuance
        transfer restrictions or forfeiture conditions. When Restricted Stock vests,
        it
        ceases to be "Restricted Stock" for purposes of the Plan.

       

      (t)     [omitted]

       

      
        
          
          

        

        
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      (u)     Rule
        16b-3.
        The
        term "Rule 16b-3" means Rule 16b-3, as from time to time in effect promulgated
        by the Securities and Exchange Commission under Section 16 of the Securities
        Exchange Act of 1934, as amended, including any successor to such
        Rule.

       

      (v)     Stock.
        The
        term "Stock" means shares of the common stock, par value $0.0001 per share,
        of
        the Company.

       

      (w)     
        Stock
        Appreciation Right or SAR.
        The
        term "Stock Appreciation Right" or "SAR" means the right, granted to an Eligible
        Grantee under Section 4.2(b), to be paid an amount measured by the appreciation
        in the Fair Market Value of Stock from the date of grant to the date of exercise
        of the right.

       

      (x)     Subsidiary.
        The
        term “Subsidiary” means any present or future subsidiary corporation of the
        Company within the meaning of Section 424(f) of the Code, and any present
        or
        future business venture designated by the Committee in which the Company
        has a
        significant interest, including, without limitation, any subsidiary corporation
        in which the Company has at least a 80% ownership interest, as determined
        in the
        discretion of the Committee.

       

      SECTION
        2

       

      ADMINISTRATION

       

      2.1     Committee.
        The
        authority to manage the operation of and administer the Plan shall be vested
        in
        a committee (the “Committee”) in accordance with this Section 2. The Committee
        shall be selected by the Board, and shall consist solely of two or more members
        of the Board who are non-employee directors within the meaning of Rule 16b-3
        and
        are outside directors within the meaning of Code Section 162(m). Unless
        otherwise determined by the Board, the Company’s Compensation Committee shall be
        designated as the “Committee” hereunder. 

       

      2.2     Powers
        of Committee.
        The
        Committee’s administration of the Plan shall be subject to the
        following:

       

      (a)     Subject
        to the provisions of the Plan, the Committee will have the authority and
        discretion to select from among the Eligible Grantees those persons who shall
        receive Awards, to determine the time or times of receipt, to determine the
        types of Awards and the number of shares covered by the Awards, and to establish
        the terms, conditions, performance criteria, restrictions, and other provisions
        of such Awards.

       

      (b)     The
        Committee will have the authority and discretion to interpret the Plan, to
        establish, amend, and rescind any rules and regulations relating to the Plan,
        to
        determine the terms and provisions of any Award Agreement made pursuant to
        the
        Plan, and to make all other determinations that may be necessary or advisable
        for the administration of the Plan.

       

      (c)     Any
        interpretation of the Plan by the Committee and any decision made by it under
        the Plan are final and binding on all persons.

       

      (d)     In
        managing the operation of and administering the Plan, the Committee shall
        take
        action in a manner that conforms to the certificate of incorporation and
        by-laws
        of the Company, and applicable state corporate law.

       

      (e)     Subject
        to Section 3.2 hereof, neither the Board, the Committee nor their respective
        delegates shall have the authority to (i) reprice (or cancel and regrant)
        any
        Option, SAR or, if applicable, other Award at a lower exercise, base or purchase
        price without first obtaining the approval of the Company’s stockholders, (ii)
        take any other action (whether in the form of an amendment, cancellation
        or
        replacement grant, or a cash-out of underwater options) that has the effect
        of
        repricing an Option, SAR or other Award, or (iii) grant any Option, SAR or
        other
        Award that contains a so-called “reload” feature under which additional Options,
        SARs or other Awards are granted automatically to the Grantee upon exercise
        of
        the original Option, SAR or Award.

       

      
        
          
          

        

        
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      (f)     Anything
        in the Plan to the contrary notwithstanding, the Committee’s authority to modify
        outstanding Awards shall be limited to the extent necessary so that the
        existence of such authority does not (i) cause an Award that is not otherwise
        deferred compensation subject to Section 409A of the Code to become deferred
        compensation subject to Section 409A of the Code or (ii) cause an Award that
        is
        otherwise deferred compensation subject to Section 409A of the Code to fail
        to
        meet the requirements prescribed by Section 409A of the Code.

       

      (g)     Anything
        in the Plan to the contrary notwithstanding, neither the Board nor the Committee
        may accelerate the payment or vesting of any Option, SAR or other Award except
        in the event of death, disability, retirement or a Change in
        Control.

       

      2.3     Delegation
        by Committee.
        Except
        to the extent prohibited by applicable law or the applicable rules of a stock
        exchange, the Committee may allocate all or any portion of its responsibilities
        and powers to any one or more of its members, including without limitation,
        the
        power to designate Grantees hereunder and determine the amount, timing and
        terms
        of Awards hereunder. Any such allocation or delegation may be revoked by
        the
        Committee at any time.

       

      2.4     Information
        to be Furnished to Committee.
        The
        Company and its Subsidiaries and Affiliated Companies shall furnish the
        Committee with such data and information as it determines may be required
        for it
        to discharge its duties. The records of the Company and its Subsidiaries
        and
        Affiliated Companies as to an employee’s or Grantee’s service or employment,
        termination of employment, cessation of service, leave of absence, reemployment
        and compensation shall be conclusive unless the Committee determines such
        records to be incorrect. Grantees and other persons entitled to benefits
        under
        the Plan must furnish the Committee such evidence, data or information as
        the
        Committee considers desirable to carry out the terms of the Plan.

      


      2.5     Indemnification.
        Each
        person who is or shall have been a member of the Committee, or the Board,
        shall
        be indemnified and held harmless by the Company against and from any loss,
        cost,
        liability or expense that may be imposed upon or reasonably incurred by him
        or
        her in connection with or resulting from any claim, action, suit or proceeding
        to which he or she may be a party or in which he or she may be involved by
        reason of any action taken or failure to act under the Plan and against and
        from
        any and all amounts paid by him or her in settlement thereof, with the Company’s
        approval, or paid by him or her in satisfaction of any judgment in any such
        action, suit or proceeding against him or her, provided he or she shall give
        the
        Company an opportunity, at its own expense, to handle and defend the same
        before
        he or she undertakes to handle and defend it on his or her own behalf. The
        foregoing right of indemnification shall be in addition to any other rights
        of
        indemnification or elimination of liability to which such persons may be
        entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter
        of law, or otherwise, or any power that the Company may have to indemnify
        them
        or hold them harmless.

      


      SECTION
        3

      


      STOCK
        SUBJECT TO PLAN

      


      3.1     Shares
        Available for Awards; Individual Limitations.
        Subject
        to the adjustments described below, the maximum number of shares of Stock
        reserved for the grant of Awards under the Plan shall be 2,250,000 shares
        of
        Stock. Up to 2,250,000 shares of Stock may be issued in the aggregate pursuant
        to Options, which may be either ISOs or NQSOs, and SARs. No more than 500,000
        shares of Stock may be made subject to Awards granted to an individual in
        a
        single calendar year. Shares of Stock issuable hereunder may, in whole or
        in
        part, be authorized but unissued shares or shares of Stock that shall have
        been
        or may be reacquired by the Company in the open market, in private transactions
        or otherwise. If any shares of Stock subject to an Award are forfeited or
        cancelled, or if an Award terminates or expires without a distribution of
        shares
        to the Grantee, the shares of Stock with respect to such Award shall, to
        the
        extent of any such forfeiture or cancellation, again be available for Awards
        under the Plan; provided, however, that with respect to SARs that are settled
        in
        Stock, the aggregate number of shares of Stock subject to the SAR grant shall
        be
        counted against the shares available for issuance under the Plan as one share
        for every share subject thereto, regardless of the number of shares used
        to
        settle the SAR upon exercise. Shares of Stock shall not again be available
        if
        such shares are surrendered or withheld as payment of either the exercise
        price
        of an Award and/or withholding taxes in respect of an Award. Awards
        that are settled solely in cash shall not reduce the number of shares of
        Stock
        available for Awards. Upon the exercise of any Award granted in tandem with
        any
        Award pursuant to Section 4.2(b)(i), such related Awards shall be cancelled
        to
        the extent of the number of shares of Stock as to which the Award is exercised
        and, notwithstanding the foregoing, such number of shares shall no longer
        be
        available for Awards under the Plan.

       

      
        
          
          

        

        
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      3.2     Adjustments
        for Changes in Capitalization.
        If
        the
        outstanding shares of Stock are changed into or exchanged for a different
        number
        or kind of shares or other securities of the Company by reason of any
        recapitalization, reclassification, stock split, stock dividend, combination,
        subdivision or similar transaction, or if the Company makes an extraordinary
        dividend or distribution to its stockholders (including without limitation
        to
        implement a spinoff) (each, a “Corporate Transaction”) then, subject to any
        required action by the stockholders of the Company, the number and kind of
        shares of Stock available under the Plan or subject to any limit or maximum
        hereunder shall automatically be proportionately adjusted, with no action
        required on the part of the Committee or otherwise. Subject to any required
        action by the stockholders, the number and kind of shares covered by each
        outstanding Award, and the price per share in each such Award, to the extent
        applicable, shall be automatically proportionately adjusted for any increase
        or
        decrease in the number of issued shares of the Company resulting from a
        Corporate Transaction to the extent necessary to prevent dilution or enlargement
        of the rights of Grantees under the Plan.

      


      3.3      Certain
        Mergers and Other Extraordinary Events.
        If the
        Company merges or consolidates with another corporation, whether or not the
        Company is a surviving corporation, or if the Company is liquidated or sells
        or
        otherwise disposes of substantially all of its assets while unexercised Options
        or other Awards remain outstanding under the plan, (A) subject to the provisions
        of clause (C) below, after the effective date of the merger, consolidation,
        liquidation, sale or other disposition, as the case may be, each holder of
        an
        outstanding Option or other Award shall be entitled, upon exercise of that
        Option or Award or in place of it, as the case may be, to receive, at the
        option
        of the Committee and in lieu of shares of Stock, (i) the number and class
        or
        classes of shares of stock or other securities or property to which the holder
        would have been entitled if, immediately prior to the merger, consolidation,
        liquidation, sale or other disposition, the holder had been the holder of
        record
        of a number of shares of Stock equal to the number of shares of Stock as
        to
        which that Option may be exercised or are subject to the Award or
        (ii)
        shares of stock of the company that is the surviving corporation in such
        merger,
        consolidation, liquidation, sale or other disposition having a value, as
        of the
        date of payment under (i) above, as determined by the Committee in its sole
        discretion, equal to the value of the shares of stock or other securities
        or
        property otherwise payable under (i) above;
        (B) if
        Options or other Awards have not already become exercisable or vested under
        Section 4.2(g) hereof, the Committee may waive any limitations set forth
        in or
        imposed pursuant to the Plan so that all Options or other Awards, from and
        after
        a date prior to the effective date of that merger, consolidation, liquidation,
        sale or other disposition, as the case may be, specified by the Committee,
        shall
        be exercisable in full and/or fully vested; and (C) all outstanding Options
        or
        SARs may be cancelled by the Committee as of the effective date of any merger,
        consolidation, liquidation, sale or other disposition, provided that
any
        such
        cancellation pursuant to this Section 3.3 shall be contingent upon the payment
        to the affected Grantees, in the case of an in-the-money Option or SAR, cash,
        property or a combination thereof having an aggregate value equal to the
        excess
        of the value of the per-share amount of consideration paid pursuant to the
        merger, consolidation, liquidation, sale or other disposition, as the case
        may
        be, giving rise to such cancellation, over the exercise price of such Option
        or
        SAR multiplied by the number of shares of Stock subject to the Option or
        SAR.
        Any
        adjustments pursuant to this Section 3.3 shall be made by the Committee in
        its
        sole discretion, and its determination in that respect shall be final, binding
        and conclusive, regardless of whether or not any such adjustment shall have
        the
        result of causing an ISO to cease to qualify as an ISO.

       

      3.4     Limitation
        on Grantees’ Rights.
        Except
        as hereinbefore expressly provided in this Section 3, a Grantee shall have
        no
        rights by reason of any subdivision or consolidation of shares of stock of
        any
        class or the payment of any stock dividend or any other increase or decrease
        in
        the number of shares of stock of any class or by reason of any dissolution,
        liquidation, merger, or consolidation or spin-off of assets or stock of another
        corporation, and any issue by the Company of shares of stock of any class
        shall
        not affect, and no adjustment by reason thereof shall be made with respect
        to,
        the number or price of shares of Stock subject to an Award, unless the Committee
        shall otherwise determine.

       

      3.5     Company
        Right and Power.
        The
        grant of any Award pursuant to the Plan shall not affect in any way the right
        or
        power of the Company (A) to make adjustments, reclassifications, reorganizations
        or changes of its capital or business structure, (B) to merge or consolidate,
        (C) to dissolve, liquidate, sell, or transfer all or any part of its business
        or
        assets or (D) to issue any bonds, debentures, or preferred or other preference
        stock ahead of or affecting the Stock.

       

      
        
          
          

        

        
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      3.6     Fractional
        Shares.
        Notwithstanding anything contained in this Section 3, if any action described
        in
        this Section 3 results in a fractional share for any Grantee under any Award
        hereunder, such fraction shall be completely disregarded and the Grantee
        shall
        only be entitled to the whole number of shares resulting from such adjustment.
        All adjustments made by the Committee to effect the terms of this Section
        3
        shall be final, conclusive and binding upon the holders of Options, SARS
        and
        other Awards.

      


      SECTION
        4

      


      AWARDS

       

      4.1     General.
        The
        term of each Award shall be for such period as may be determined by the
        Committee, subject to the limitations set forth below. Subject to the terms
        of
        the Plan and any applicable Award Agreement, payments to be made by the Company
        or any Subsidiary of the Company upon the grant, maturation, or exercise
        of an
        Award may be made in such forms as the Committee shall determine at the date
        of
        grant or thereafter, including, without limitation, cash, Stock, or other
        property. In addition to the foregoing, the Committee may impose on any Award
        or
        the exercise thereof, at the date of grant, such additional terms and
        conditions, not inconsistent with the provisions of the Plan, as the Committee
        shall determine; provided, however, that any such terms and conditions shall
        not
        be inconsistent with Section 409A of the Code.

       

      4.2     Types
        of Awards.
        The
        Committee is authorized to grant the Awards described in this Section 4.2,
        under
        such terms and conditions as deemed by the Committee to be consistent with
        the
        purposes of the Plan. Such Awards may be granted with value and payment
        contingent upon performance goals, as determined in the discretion of the
        Committee. Each Award shall be evidenced by an Award Agreement containing
        such
        terms and conditions applicable to such Award as the Committee shall
        determine.

       

      (a)     Options.
        The
        Committee is authorized to grant Options to Grantees on the following terms
        and
        conditions: 

       

      (i)     Type
        of Award.
        The
        Award Agreement evidencing an Option shall designate the Option as either
        an ISO
        or an NQO, as determined in the discretion of the Committee. Notwithstanding
        the foregoing, the Committee may not designate an Option as an ISO if the
        Grantee is not an employee of the Company or any Subsidiary.

      


      (ii)     Exercise
        Price.
        The
        exercise price of each Option granted under this Section 4.2 shall be
        established by the Committee or shall be determined by a method established
        by
        the Committee at the time the Option is granted; provided, however, that
        the
        exercise price shall not be less than 100% of the Fair Market Value of a
        share
        of Stock on the date of grant of the Award.

      


      (iii)     Exercise.

      


      (A)     Subject
        to
        the provisions of the Plan, Options shall be exercisable in accordance with
        such
        terms and conditions and during such periods as may be established by the
        Committee; provided, however, that no Option may be exercised more than ten
        years after its grant date and; provided, further, that to the extent a NQSO
        cannot be exercised because such exercise would violate Federal, state, or
        local
        laws, then the term of such NQSO shall be tolled for the period of time during
        which such exercise would violate applicable law, but not more than 30
        days.

      


      (B)     Except
        as set
        forth below in Section 4.2(g) and Section 5.11, no Option granted hereunder
        may
        be exercised after the earlier of (I) the expiration of the Option, (II)
        in the
        case of an Option granted to an employee of the Company or any Subsidiary,
        ninety days after the severance of an Option holder's employment with the
        Company or any Subsidiary, or (III) in the case of an Option granted to a
        director of the Company or any Subsidiary who was not also an employee of
        the
        Company or any Subsidiary at the time of grant, ninety days after cessation
        of
        service as a director of the Company or any Subsidiary; provided, however,
        that,
        if the Grantee leaves the board of directors of the Company or any Subsidiary
        in
“good standing,” such Grantee’s Option shall remain in effect, vest, become
        exercisable and expire as if the Grantee had remained a director of the Company
        or any Subsidiary; whether or not the Grantee left the board of directors
        of the
        Company or any Subsidiary in “good standing” shall be determined by the Board in
        its sole discretion; provided, however, that any director who serves out
        his/her
        term but does not stand for re-election at the end thereof shall be deemed
        to
        have left the board of directors of the Company or any Subsidiary in “good
        standing. At the time of the grant of Options, the Committee may place
        restrictions on the exercisability or vesting of Options that shall lapse,
        in
        whole or in part, only upon the attainment of performance goals, as determined
        in the discretion of the Committee.

       

      
        
          
          

        

        
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      (C)     Whether
        an
        authorized leave of absence, or an absence for military or government service,
        constitutes (I) in the case of an employee, severance of an Option holder's
        employment relationship with the Company or a Subsidiary or (II) in the case
        of
        a director, cessation of the Option holder’s service as a director of the
        Company or any Subsidiary will be determined by the Committee at the time
        of the
        event, in its sole discretion.

      


      (iv)     Payment
        of Option Exercise Price.
        The
        payment of the exercise price of an Option granted under this Section 4 shall
        be
        subject to the following:

       

      (A)     Subject
        to the following provisions of this Section 4.2(a)(iv), the full exercise
        price
        for shares of Stock purchased upon the exercise of any Option shall be paid
        at
        the time of such exercise (except that, in the case of an exercise arrangement
        approved by the Committee and described in paragraph 4.2(a)(iv)(C) payment
        may
        be made as soon as practicable after the exercise).

       

      (B)     The
        exercise price shall be payable in cash or by tendering (either by actual
        delivery of shares or by attestation) shares of Stock that are acceptable
        to the
        Committee and were valued at Fair Market Value as of the day the shares are
        tendered, or in any combination of cash, shares, or attested shares, as
        determined by the Committee.

       

      (C)     To
        the
        extent permitted by applicable law and the policies adopted from time to
        time by
        the Committee, a Grantee may elect to pay the exercise price upon the exercise
        of an Option by irrevocably authorizing a third party to sell shares of Stock
        (or a sufficient portion of the shares) acquired upon exercise of the Option
        and
        remit to the Company a sufficient portion of the sale proceeds to pay the
        entire
        exercise price and any tax withholding resulting from such
        exercise.

       

      (b)     SARs.
        The
        Committee is authorized to grant SARs to Grantees on the following terms
        and
        conditions:

       

      (i)     In
        General.
        SARs
        may be granted independently or in tandem with an Option at the time of grant
        of
        the related Option. An SAR granted in tandem with an Option shall be exercisable
        only to the extent the underlying Option is exercisable. Payment of an SAR
        may
        be made in cash, Stock, property, or a combination of the foregoing, as
        specified in the Award Agreement or determined in the sole discretion of
        the
        Committee. At the time of the grant of SARs, the Committee may place
        restrictions on the exercisability or vesting of SARs that shall lapse, in
        whole
        or in part, only upon the attainment of performance goals, as determined
        in the
        discretion of the Committee.

       

      (ii)     Term
        and Exercisability of SARs.
        SARs
        shall be exercisable over the exercise period at such times and upon such
        conditions as the Committee may determine, as reflected in the Award Agreement;
        provided, however, that no SAR may be exercised more than 10 years after
        its
        grant date. Except as set forth below in Section 4.2(g) and Section 5.11,
        no SAR
        granted hereunder may be exercised after the earlier of (A) the expiration
        of
        the SAR, (B) in the case of an SAR granted to an employee of the Company
        or any
        Subsidiary, ninety days after the severance of an SAR holder's employment
        with
        the Company or any Subsidiary, or (C) in the case of an SAR granted to a
        director of the Company or any Subsidiary who was not also an employee of
        the
        Company or any Subsidiary at the time of grant, ninety days after cessation
        of
        service as a director of the Company or any Subsidiary; provided, however,
        that,
        if the Grantee leaves the board of directors of the Company or any Subsidiary
        in
“good standing,” such Grantee’s Option shall remain in effect, vest, become
        exercisable and expire as if the Grantee had remained a director of the Company
        or any Subsidiary; whether or not the Grantee left the board of directors
        of the
        Company or any Subsidiary in “good standing” shall be determined by the Board in
        its sole discretion; provided, however, that any director who serves out
        his/her
        term but does not stand for re-election at the end thereof shall be deemed
        to
        have left the board of directors of the Company or any Subsidiary in “good
        standing.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (iii)     Payment.
        An SAR
        shall confer on the Grantee a right to receive an amount with respect to
        each
        share of Stock subject thereto, upon exercise thereof, equal to the excess
        of
        (A) the Fair Market Value of one share of Stock on the date of exercise over
        (B)
        the grant price of the SAR (which in the case of an SAR granted in tandem
        with
        an Option shall be equal to the exercise price of the underlying Option,
        and
        which in the case of any other SAR shall be such price as the Committee may
        determine but in no event shall be less than the Fair Market Value of a share
        of
        Stock on the date of grant of such SAR). An SAR may be exercised by giving
        written notice of such exercise to the Committee or its designated
        agent.

       

      (c)     Restricted
        Stock.
        The
        Committee is authorized to grant Restricted Stock to Grantees on the following
        terms and conditions: 

       

      (i)     Issuance
        and Restrictions.
        Restricted Stock shall be subject to such restrictions on transferability
        and
        other restrictions, if any, as the Committee may impose at the date of grant,
        which restrictions may lapse separately or in combination at such times,
        under
        such circumstances, in such installments, or otherwise, as the Committee
        may
        determine. The Committee may place restrictions on Restricted Stock that
        shall
        lapse, in whole or in part, only upon the attainment of performance goals,
        as
        determined in the discretion of the Committee. Except to the extent restricted
        under the Award Agreement relating to the Restricted Stock, a Grantee granted
        Restricted Stock shall have all of the rights of a stockholder including,
        without limitation, the right to vote Restricted Stock and the right to receive
        dividends thereon.

       

      (ii)     Certificates
        for Stock.
        Restricted Stock granted under the Plan may be evidenced in such manner as
        the
        Committee shall determine. If certificates representing Restricted Stock
        are
        registered in the name of the Grantee, such certificates shall bear an
        appropriate legend referring to the terms, conditions, and restrictions
        applicable to such Restricted Stock, and the Company may retain physical
        possession of the certificate.

       

      (iii)     Dividends.
        Except
        to the extent restricted under the applicable Award Agreement, dividends
        paid on
        Restricted Stock shall be either paid at the dividend payment date in cash
        or in
        shares of unrestricted Stock having a Fair Market Value equal to the amount
        of
        such dividends. Unless otherwise determined by the Committee, Stock distributed
        in connection with a stock split or stock dividend, and all cash and other
        property distributed as a dividend, shall be subject to the transfer
        restrictions, forfeiture risks and vesting conditions to the same extent
        as the
        Restricted Stock with respect to which such Stock or other property has been
        distributed.

       

      (d)     [omitted]

       

      (e)     Other
        Stock-Based Awards.
        The
        Committee is authorized to grant Awards to Grantees in the form of Other
        Stock-Based Awards, as deemed by the Committee to be consistent with the
        purposes of the Plan. At the time of the grant of Other Stock-Based Awards,
        the
        Committee may place restrictions on the payout or vesting of Other Stock-Based
        Awards that shall lapse, in whole or in part, only upon the attainment of
        performance goals, as determined in the discretion of the
        Committee.

       

      The
        Committee shall determine the terms and conditions of such Awards at the
        date of
        grant. Other Stock-Based Awards may not be granted with the right to receive
        dividend equivalent payments.

       

      (f)     Settlement
        of Options and SARs.
        Shares
        of Stock delivered pursuant to the exercise of an Option or SAR shall be
        subject
        to such conditions, restrictions and contingencies as the Committee may
        establish in the applicable Award Agreement. Settlement of SARs may be made
        in
        shares of Stock (valued at their Fair Market Value at the time of exercise),
        in
        cash, or in a combination thereof, as determined in the discretion of the
        Committee. The Committee, in its discretion, may impose such conditions,
        restrictions and contingencies with respect to shares of Stock acquired pursuant
        to the exercise of an Option or an SAR as the Committee determines to be
        desirable.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (g)     Vesting;
        Additional Terms.
        The
        vesting for each Award shall be determined by the Committee. Unless the
        Committee determines otherwise, the date on which the Committee adopts a
        resolution expressly granting an Award shall be considered the day on which
        such
        Award is granted. The term of any Award granted under the Plan will not exceed
        ten years from the date of grant. Notwithstanding the foregoing,
        if
        before the expiration of an Option or SAR, the holder's employment relationship
        with the Company or a Subsidiary terminates as a result of retirement
        in good standing or disability
        under
        the established rules of the Company then in effect, the Option or SAR will
        remain in effect, vest and be exercisable in accordance with its terms as
        if the
        holder remained an employee of the Company or Subsidiary. In the event of
        an
        Option or SAR holder's death during the term of his or her Option or SAR,
        all
        unvested Options and SARs will vest immediately and may be exercised by the
        holder's estate, or by the person to whom such right devolves from the holder
        by
        reason of his or her death, at any time within three years after the date
        of the
        holder's death but in no event later than the original termination date of
        the
        Option or SAR. In no event may an
        Option
        or SAR be exercised after three years following the holder's death. With
        respect
        to all other Awards, any unvested Awards shall immediately vest, and all
        restrictions pertaining to such other Awards shall lapse and have no further
        effect, upon the holder’s death or retirement in good standing or disability
        under the established rules of the Company then in effect. Upon the occurrence
        of a Change in Control, all outstanding Options and SARs shall vest and become
        exercisable and all other outstanding Awards shall vest and all restrictions
        pertaining to such other Awards shall lapse and have no further effect.


      


      SECTION
        5

       

      OPERATION
        

       

      5.1     Effective
        Date; Duration.
        The
        Plan shall be effective as of the date of its approval by the stockholders
        of
        the Company (the “Effective Date”). The Plan shall have a duration of ten years
        from the Effective Date; provided that in the event of Plan termination,
        the
        Plan shall remain in effect as long as any Awards under it are outstanding,
        although no further grants may be made following Plan termination.

       

      5.2     Uncertificated
        Stock.
        Nothing
        contained in the Plan shall prohibit the issuance of Stock on an uncertificated
        basis, to the extent allowed by the Company’s Certificate of Incorporation and
        Bylaws, by applicable law and by the applicable rules of any stock
        exchange.

       

      5.3     Tax
        Withholding.
        All
        distributions under the Plan are subject to withholding of all applicable
        taxes,
        and the Committee may condition the delivery of any shares or other benefits
        under the Plan on satisfaction of the applicable withholding obligations.
        The
        Committee, in its discretion, and subject to such requirements as the Committee
        may impose prior to the occurrence of such withholding, may permit such
        withholding obligations to be satisfied through cash payment by the Grantee,
        through the surrender of shares of Stock which the Grantee already owns,
        or
        through the surrender of unrestricted shares of Stock to which the Grantee
        is
        otherwise entitled under the Plan, but only to the extent of the minimum
        amount
        required to be withheld under applicable law.

       

      5.4     Use
        of Shares.
        Subject
        to the limitations on the number of shares of Stock that may be delivered
        under
        the Plan, the Committee may use available shares of Stock as the form of
        payment
        for compensation, grants or rights earned or due under any other compensation
        plans or arrangements of the Company or a Subsidiary, including the plans
        and
        arrangements of the Company or a Subsidiary assumed in business
        combinations.

       

      5.5     Transferability.
        Except
        as otherwise provided by the Committee, Options, SARs and any other unvested
        Awards or Awards subject to any restrictions hereunder are not transferable
        except as designated by the Grantee by will or by the laws of descent and
        distribution. Notwithstanding the foregoing, in no event may any such Award
        be
        transferred to a third party for consideration at any time. 

       

      5.6     Form
        and Time of Elections.
        Unless
        otherwise specified herein, each election required or permitted to be made
        by
        any Grantee or other person entitled to benefits under the Plan, and any
        permitted modification, or revocation thereof, shall be in writing filed
        with
        the Committee at such times, in such form, and subject to such restrictions
        and
        limitations, not inconsistent with the terms of the Plan, as the Committee
        shall
        require.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      5.7     Agreement
        With Company.
        An
        Award under the Plan shall be subject to such terms and conditions, not
        inconsistent with the Plan, as the Committee shall, in its sole discretion,
        prescribe. The terms and conditions of any Award to any Grantee shall be
        reflected in such form of written document as is determined by the Committee.
        A
        copy of such document shall be provided to the Grantee, and the Committee
        may,
        but need not, require that the Grantee shall sign a copy of such document.
        Such
        document is referred to in the Plan as an “Award Agreement” regardless of
        whether any Grantee signature is required.

       

      5.8     Gender
        and Number.
        Where
        the context admits, words in any gender shall include any other gender, words
        in
        the singular shall include the plural and the plural shall include the
        singular.

       

      5.9     Limitation
        of Implied Rights.

       

      (a)     Neither
        a
        Grantee nor any other person shall, by reason of participation in the Plan,
        acquire any right in or title to any assets, funds or property of the Company
        or
        any Subsidiary whatsoever, including, without limitation, any specific funds,
        assets, or other property which the Company or any Subsidiary, in its sole
        discretion, may set aside in anticipation of a liability under the Plan.
        A
        Grantee shall have only a contractual right to the Stock or amounts, if any,
        payable under the Plan, unsecured by any assets of the Company or any
        Subsidiary, and nothing contained in the Plan shall constitute a guarantee
        that
        the assets of the Company or any Subsidiary shall be sufficient to pay any
        benefits to any person.

       

      (b)     The
        Plan
        does not constitute a contract of employment, and selection as a Grantee
        will
        not give any participating employee the right to be retained in the employ
        of
        the Company or any Subsidiary, nor any right or claim to any benefit under
        the
        Plan, unless such right or claim has specifically accrued under the terms
        of the
        Plan. Except as otherwise provided in the Plan or the Award Agreement, no
        Award
        under the Plan shall confer upon the holder thereof any rights as a stockholder
        of the Company prior to the date on which the individual fulfills all conditions
        for receipt of such rights. 

       

      5.10     Forfeiture;
        Non-Competition Agreements.
        Notwithstanding any other provision of the Plan, except as provided in Section
        5.11 below, if the Committee finds by a majority vote that: (i) the Grantee,
        before or after termination of his or her employment or advisory or consulting
        relationship with the Company or a Subsidiary (as used in this Section 5.10,
        an
        "Employer"), or in the case of a Grantee who is a director of the
        Employer, before
        or
        after cessation of his or her service as a director of the Employer,
for
        any
        reason,
        (a) committed fraud, embezzlement, theft, a felony, or proven dishonesty in
        the course of his or her employment or other engagement by Employer, and
        by
        such act damaged Employer, or (b) disclosed trade secrets of Employer; or
        (ii) the Grantee, before
        or
        after termination of his or her employment or other engagement with Employer for
        any
        reason,
        participated, engaged or had a financial or other interest (whether as an
        employee, officer, director, consultant, contractor, stockholder, owner,
        or
        otherwise) in any commercial endeavor in the United States competitive with
        the
        business of Employer (a)
        in
        violation of the EAU Technologies, Inc. Code of Ethics, as in effect on the
        date
        of such participation or other engagement,
        or
        (b) in
        such a manner that would have violated the Code of Ethics had Grantee been
        employed by Employer at the time of the activity in question,
        then
        any outstanding Awards which, in the case of Options or SARs, have not been
        exercised and, in the case of Awards other than Options or SARs, have not
        vested, will be forfeited. The decision of the Committee as to the nature
        of a
        Grantee's conduct, the damage done to Employer and the extent of the Grantee's
        competitive activity will be final. No decision of the Committee, however,
        will
        affect the finality of the discharge of the Grantee by Employer in any manner.
        The Committee may, in its discretion, include a form of non-compete,
        non-solicitation and/or non-disparagement agreement in any Award Agreement,
        and
        such non-compete, non-solicitation or non-disparagement agreement may be
        personalized, in the Committee’s discretion, to fit the circumstances of any
        specific Grantee.

      


      5.11     Termination
        of Employment Following Change In Control.
        In the
        event that the employment of a Grantee who is an employee of the Company
        or a
        Subsidiary is terminated by the Company other than for Cause during the 24-month
        period following a Change in Control, all of such Grantee’s outstanding Options
        and SARs may thereafter be exercised by the Grantee, to the extent that such
        Options and SARs were exercisable as of the date of such termination of
        employment (a) for a period of 24 months from such date of termination or
        (b)
        until expiration of the stated term of such Option or SAR, whichever period
        is
        the shorter. The provisions of clause (ii) of Section 5.10 of the Plan shall
        not
        apply to any Grantee who incurs a termination of employment pursuant to this
        Section 5.11 with respect to activity after such termination of employment.
        

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      5.12      Section
        409A.
        It is
        intended that all Options and SARs granted under the Plan shall be exempt
        from
        the provisions of Section 409A of the Code and that all other Awards under
        the
        Plan, to the extent that they constitute “non-qualified deferred compensation”
within the meaning of Section 409A of the Code, will comply with Section
        409A of
        the Code (and any regulations and guidelines issued thereunder). The Plan
        and
        any Award Agreements issued hereunder may be amended in any respect deemed
        by
        the Board or the Committee to be necessary in order to preserve compliance
        with
        Section 409A of the Code.

       

      5.14     Regulations
        and Other Approvals.

       

      (a)     The
        obligation of the Company to sell or deliver Stock with respect to any Award
        granted under the Plan shall be subject to all applicable laws, rules and
        regulations, including all applicable federal and state securities laws,
        and the
        obtaining of all such approvals by governmental agencies as may be deemed
        necessary or appropriate by the Committee.

       

      (b)     Each
        Award is
        subject to the requirement that, if at any time the Committee determines,
        in its
        absolute discretion, that the listing, registration or qualification of Stock
        issuable pursuant to the Plan is required by any securities exchange or under
        any state or federal law, or the consent or approval of any governmental
        regulatory body is necessary or desirable as a condition of, or in connection
        with, the grant of an Award or the issuance of Stock, no such Award shall
        be
        granted or payment made or Stock issued, in whole or in part, unless listing,
        registration, qualification, consent or approval has been effected or obtained
        free of any conditions not acceptable to the Committee.

       

      (c)     In
        the event
        that the disposition of Stock acquired pursuant to the Plan is not covered
        by a
        then current registration statement under the Securities Act and is not
        otherwise exempt from such registration, such Stock shall be restricted against
        transfer to the extent required by the Securities Act of 1933, as amended,
        or
        regulations thereunder, and applicable state securities laws, and the Committee
        may require a Grantee receiving Stock pursuant to the Plan, as a condition
        precedent to receipt of such Stock, to represent to the Company in writing
        that
        the Stock acquired by such Grantee is acquired for investment only and not
        with
        a view to distribution.

       

      (d)     With
        respect
        to persons subject to section 16 of the Securities and Exchange Act of 1934,
        as
        amended, it is the intent of the Company that the Plan and all transactions
        under the Plan comply with all applicable provisions of Rule 16b-3.

       

      5.15      Awards
        to Employees Subject to Taxation Outside of the United
        States.
        Without
        amending the plan, Awards may be granted to Grantees who are foreign nationals
        or who are employed outside the United States or both, on such terms and
        conditions different from those specified in the Plan as may, in the judgment
        of
        the Committee, be necessary or desirable to further the purposes of the Plan.
        Such different terms and conditions may be reflected in Addenda to the Plan
        or
        in the applicable Award Agreement. However, no such different terms or
        conditions shall be employed if such terms or conditions constitute, or in
        effect result in, an increase in the aggregate number of shares which may
        be
        issued under the Plan or a change in the definition of Eligible
        Grantee.

       

      SECTION
        6

       

      AMENDMENT
        AND TERMINATION

       

      (a)     The
        Plan
        may be terminated or amended by the Board of Directors at any time, except
        that
        the following actions may not be taken without stockholder approval:


       

      (i)     any
        increase in the number of shares that may be issued under the Plan (except
        by
        certain adjustments provided for under the Plan);

       

      (ii)     any
        change in the class of persons eligible to receive ISOs under the
        Plan;

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (iii)     any
        change in the requirements of Sections 4.2(a)(ii) and 4.2(b)(iii) hereof
        regarding the exercise price of Options and the grant price of SARs;
        or

       

      (iv)     any
        repricing or cancellation and regrant of any Option or, if applicable, other
        Award at a lower exercise, base or purchase price, whether in the form of
        an
        amendment, cancellation or replacement grant, or a cash-out of underwater
        options or any action that provides for Awards that contain a so-called “reload”
feature under which additional Options or other Awards are granted automatically
        to the Grantee upon exercise of the original Option or Award.

       

      (v)     any
        other
        amendment to the Plan that would require approval of the Company’s stockholders
        under applicable law, regulation or rule or stock exchange listing
        requirement.

       

      Notwithstanding
        any of the foregoing, adjustments pursuant to Section 3 shall not be subject
        to
        the foregoing limitations of this Section 6. 

       

      (b)     Awards
        may not be granted under the Plan after the date of termination of the Plan,
        but
        Awards granted prior to that date shall continue to be exercisable according
        to
        their terms. 

       

      SECTION
        7

       

      GOVERNING
        LAW

       

      The
        plan
        shall be governed by, and construed in accordance with, the laws of the State
        of
        Georgia, except to the extent that the General Corporation Law of the State
        of
        Delaware shall be applicable. 

       

      
        
          
          

        

        
          12