Filed by sedaredgar.com - Freshwater Technologies, Inc. - Exhibit 10.12






THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (THE
“AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO
PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).


NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES AND PROVINCIAL LAWS. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT.

DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT

THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (the
“Agreement”) made as of the ______of __________________.

	BETWEEN: 	Freshwater Technologies, Inc. (the “Company”) a
      Nevada corporation with an address for business at 30 Denver Crescent,
      Toronto, Ontario, Canada M2J 1G8 
	  	 
	AND: 	_______________(the “Subscriber”), a
      _______________ with an address at _______________ , ___________________________________
      . 


WHEREAS:

A. The Subscriber has made unsecured loans totalling an
aggregate of $___________to the Company (the “Outstanding Amount”); and

B. The Subscriber has agreed to accept shares of the Company’s
  common stock at a price of $_________ per share (the “Shares”), as
  payment of the Outstanding Amount pursuant to the terms and conditions set forth
  in this Agreement.

NOW THEREFORE THIS AGREEMENT witnesses that, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

1. Interpretation

1.1 In this Agreement, words importing the singular number only
shall include the plural and vice versa, words importing gender shall include
all genders and words importing persons shall include individuals, corporations,
partnerships, associations, trusts, unincorporated organizations, governmental
bodies and other legal or business entities of any kind whatsoever.

1.2 Any reference to currency is to the currency of the United
States of America unless otherwise indicated.




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2. Acknowledgement of Indebtedness

2.1 The Company and the Subscriber acknowledge and agree that
the Company is indebted to the Subscriber in the amount of the Outstanding
Amount.

3. Payment of Indebtedness

3.1 As full and final payment of the Outstanding Amount, the
Company will on the Closing Date (as defined herein) issue to the Subscriber the
Shares, as fully paid and non-assessable, and the Subscriber will accept the
Shares as full and final payment of the Outstanding Amount.

4. Release

4.1 The Subscriber hereby agrees that upon delivery of the
Shares by the Company in accordance with the provisions of this Agreement, the
Outstanding Amount will be fully satisfied and extinguished, and the Subscriber
will remise, release and forever discharge the Company and its respective
directors, officers, employees, successors, solicitors, agents and assigns from
any and all obligations relating to the Outstanding Amount.

5. Documents Required from Subscriber

5.1 The Subscriber must complete, sign and return to the
Company two (2) executed copies of this Agreement.

5.2 The Subscriber shall complete, sign and return to the
Company as soon as possible, on request by the Company, any documents, notices
and undertakings as may be required by regulatory authorities, stock exchanges
and applicable law.

6. Closing

6.1 Closing of the offering of the Shares (the “Closing”) shall
occur on or before August 14, 2008, or on such other date as may be determined
by the Company (the “Closing Date”).

7. Acknowledgements of Subscriber

7.1 The Subscriber acknowledges and agrees that:

	 	(a) 	
      none of the Shares have been or will be registered under
      the Securities Act of 1933 (the “1933 Act”), or under any state securities
      or “blue sky” laws of any state of the United States, and, unless so
      registered, may not be offered or sold in the United States or, directly
      or indirectly, to U.S. Persons, as that term is defined in Regulation S
      under the 1933 Act (“Regulation S”), except in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
      and in each case only in accordance with applicable securities
  laws;

	 	 	 
	 	(b) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Shares under the 1933 Act or any other
      applicable securities legislation;

	 	 	 
	 	(c) 	
      the Subscriber has received and carefully read this
      Agreement;

	 	 	 
	 	(d) 	
      the decision to execute this Agreement and acquire the
      Shares hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the Company
      and such decision is based entirely upon a review of any public
      information which has been filed by the Company with the Securities and
      Exchange Commission (“SEC”) in compliance, or intended compliance, with
      applicable securities legislation;







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	 	(e) 	
      the Subscriber and
        the Subscriber’s advisor(s) have had a reasonable opportunity to
        ask questions of and receive answers from the Company in connection with
        the issuance of the Shares hereunder, and to obtain additional information,
        to the extent possessed or obtainable by the Company without unreasonable
        effort or expense; 

	 	  	
       

	 	(f) 	
      the books and records
        of the Company were available upon reasonable notice for inspection, subject
        to certain confidentiality restrictions, by the Subscriber during reasonable
        business hours at its principal place of business and that all documents,
        records and books in connection with the issuance of the Shares hereunder
        have been made available for inspection by the Subscriber and the Subscriber’s
        attorney and/or advisor(s); 

	 	  	
       

	 	(g) 	
      the Subscriber will
        indemnify and hold harmless the Company and, where applicable, its respective
        directors, officers, employees, agents, advisors and shareholders from
        and against any and all loss, liability, claim, damage and expense whatsoever
        (including, but not limited to, any and all fees, costs and expenses whatsoever
        reasonably incurred in investigating, preparing or defending against any
        claim, lawsuit, administrative proceeding or investigation whether commenced
        or threatened) arising out of or based upon any representation or warranty
        of the Subscriber contained herein, or in any document furnished by the
        Subscriber to the Company in connection herewith being untrue in any material
        respect or any breach or failure by the Subscriber to comply with any
        covenant or agreement made by the Subscriber to the Company in connection
        therewith; 

	 	  	
       

	 	(h) 	
      upon the issuance of
        the Shares, and until such time as the same is no longer required under
        the applicable securities laws and regulations, the certificates representing
        any of the Shares will bear a legend in substantially the following form:
      

	 	  	
       

			
      THESE SECURITIES WERE
        SOLD IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS
        DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES
        ACT OF 1933, AS AMENDED (THE “1933 ACT”). 

	 	  	
       

			
      NONE OF THE SECURITIES
        TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933
        ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE
        MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY,
        TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
        OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
        THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
        ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
        TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
        WITH THE 1933 ACT. 

	 	  	
       

	 	(i) 	
      the Subscriber has
        been advised to consult the Subscriber’s own legal, tax and other
        advisors with respect to the merits and risks of an investment in the
        Shares and with respect to applicable resale restrictions, and it is solely
        responsible (and the Company is not in any way responsible) for compliance
        with: 

	 	  	
       
	
       

			
      (i) 
	
      any applicable laws of the jurisdiction
        in which the Subscriber is resident in connection with the distribution
        of any of the Shares hereunder, and 

	 	  	
       
	
       

	 	  	
      (ii) 
	
      applicable resale restrictions;
      

	 	  	
       
	
       

	 	(j) 	
      none of the Shares
        are listed on any stock exchange or automated dealer quotation system
        and no representation has been made to the Subscriber that any of the
        Shares will become listed on any stock exchange or automated dealer quotation
        system, except that currently certain market makers 








- 4 -

	 		
      make market in the shares of common stock of the Company
      on the Over-the-Counter Bulletin Board;

	 	 	 
	 	(k) 	
      the Subscriber is outside the United States when
      receiving and executing this Agreement and is acquiring the Shares as
      principal for its own account, for investment purposes only, and not with
      a view to, or for, resale, distribution or fractionalization thereof, in
      whole or in part, and no other person has a direct or indirect beneficial
      interest in the Shares;

	 	 	 
	 	(l) 	
      none of the Shares may be offered or sold to a U.S.
      Person or for the account or benefit of a U.S. Person (other than a
      distributor) prior to the end of the Distribution Compliance Period (as
      defined herein);

	 	 	 
	 	(m) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Shares;

	 	 	 
	 	(n) 	
      no documents in connection with the sale of the Shares
      hereunder have been reviewed by the SEC or any state securities
      administrators;

	 	 	 
	 	(o) 	
      there is no government or other insurance covering any of
      the Shares;

	 	 	 
	 	(p) 	
      the issuance and sale of the Shares to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 
	 	(q) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and issuance of the Shares, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act; and

	 	 	 
	 	(r) 	
      this Agreement is not enforceable by the Subscriber
      unless it has been accepted by the Company.



8. Representations, Warranties and Covenants of
the Subscriber

8.1 The Subscriber hereby represents and warrants to and
covenants with the Company (which representations, warranties and covenants
shall survive the Closing) that:

	 	(a) 	
      the Subscriber is not a U.S. Person;

	 	 	 
	 	(b) 	
      the Subscriber is not acquiring the Shares for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(c) 	
      the Subscriber is resident in the jurisdiction out on the
      signature page of this Agreement and the issuance of the Shares to the
      Subscriber as contemplated in this Agreement complies with or is exempt
      from the applicable securities legislation of the jurisdiction of
      residence of the Subscriber;

	 	 	 
	 	(d) 	
      the Subscriber is acquiring the Shares as principal for
      investment purposes only and not with a view to resale or distribution
      and, in particular, the Subscriber has no intention to distribute, either
      directly or indirectly, any of the Shares in the United States or to U.S.
      Persons;

	 	 	 
	 	(e) 	
      the Subscriber is outside the United States when
      receiving and executing this Agreement;

	 	 	 
	 	(f) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the entire investment;

	 	 	 
	 	(g) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors
  and







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      agrees that the Company will not be responsible in any
      way whatsoever for the Subscriber’s decision to invest in the Shares and
      the Company;

	 	 	 
	 	(h) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Shares
      for an indefinite period of time;

	 	 	 
	 	(i) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement and agrees that
      if any of such acknowledgements, representations and agreements are no
      longer accurate or have been breached, the Subscriber shall promptly
      notify the Company;

	 	 	 
	 	(j) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto;

	 	 	 
	 	(k) 	
      the Subscriber has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber in accordance with its
      terms;

	 	 	 
	 	(l) 	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Shares;

	 	 	 
	 	(m) 	
      the Subscriber understands and agrees that none of the
      Shares have been registered under the 1933 Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons except in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
      and in each case only in accordance with applicable state and provincial
      securities laws;

	 	 	 
	 	(n) 	
      the Subscriber understands and agrees that offers and
      sales of any of the Shares prior to the expiration of a period of six
      months after the date of original issuance of the Shares (the one year
      period hereinafter referred to as the “Distribution Compliance Period”)
      shall only be made in compliance with the safe harbor provisions set forth
      in Regulation S, pursuant to the registration provisions of the 1933 Act
      or an exemption therefrom, and that all offers and sales after the
      Distribution Compliance Period shall be made only in compliance with the
      registration provisions of the 1933 Act or an exemption therefrom and in
      each case only in accordance with applicable state and provincial
      securities laws;

	 	 	 
	 	(o) 	
      the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Shares unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state and provincial
      securities laws;

	 	 	 
	 	(p) 	
      the Subscriber understands and agrees that the Company
      will refuse to register any transfer of the Shares not made in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act or pursuant to an available exemption from
      the registration requirements of the 1933 Act;

	 	 	 
	 	(q) 	
      the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Shares and the
Company;

	 	 	 
	 	(r) 	
      the Subscriber acknowledges that it has not acquired the
      Shares as a result of, and will not itself engage in, any “directed
      selling efforts” (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Shares which would include any
      activities undertaken for the







- 6 -

	 		
      purpose of, or that could reasonably be expected to have
      the effect of, conditioning the market in the United States for the resale
      of any of the Shares; provided, however, that the Subscriber may sell or
      otherwise dispose of any of the Shares pursuant to registration of any of
      the Shares pursuant to the 1933 Act and any applicable state securities
      laws or under an exemption from such registration requirements and as
      otherwise provided herein;

	 	 	 	 
	 	(s) 	
      the Subscriber is not aware of any advertisement of any
      of the Shares and is not acquiring the Shares as a result of any form of
      general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising; and

	 	 	 	 
	 	(t) 	
      no person has made to the Subscriber any written or oral
      representations,

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Shares,

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Shares,

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Shares,
      or

	 	 	 	 
	 		(iv) 	
      that any of the Shares will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Shares of the
      Company on any stock exchange or automated dealer quotation
  system.



8.2 In this Agreement, the term “U.S. Person” shall have the
meaning ascribed thereto in Regulation S.

9. Acknowledgement and Waiver

9.1 The Subscriber has acknowledged that the decision to
acquire the Shares was solely made on the basis of publicly available
information. The Subscriber hereby waives, to the fullest extent permitted by
law, any rights of withdrawal, rescission or compensation for damages to which
the Subscriber might be entitled in connection with the distribution of any of
the Shares.

10. Representations and Warranties will be Relied
Upon by the Company

10.1 The Subscriber acknowledges that the representations and
warranties contained herein and are made by it with the intention that such
representations and warranties may be relied upon by the Company and its legal
counsel in determining the Subscriber’s eligibility to acquire the Shares under
applicable securities legislation, or (if applicable) the eligibility of others
on whose behalf it is contracting hereunder to acquire the Shares under
applicable securities legislation. The Subscriber further agrees that by
accepting delivery of the certificates representing the Shares on the Closing
Date, it will be representing and warranting that the representations and
warranties contained herein and are true and correct as at the Closing Date with
the same force and effect as if they had been made by the Subscriber on the
Closing Date and that they will survive the purchase by the Subscriber of Shares
and will continue in full force and effect notwithstanding any subsequent
disposition by the Subscriber of such Shares.

11. Resale Restrictions

11.1 The Subscriber acknowledges that any resale of the
Securities will be subject to resale restrictions contained in the securities
legislation applicable to the Subscriber or proposed transferee. The Subscriber
acknowledges that the Shares have not been registered under the 1933 Act of the
securities laws of any state of the United States. The Shares may not be offered
or sold in the United States unless registered in accordance with 




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United States federal securities laws and all applicable state
and provincial securities laws or exemptions from such registration requirements
are available.

11.2 The Subscriber acknowledges that restrictions on the
transfer, sale or other subsequent disposition of the Shares by the Subscriber
may be imposed by securities laws in addition to any restrictions referred to in
Section 11.1 above, and, in particular, the Subscriber acknowledges and agrees
that none of the Shares may be offered or sold to a U.S. Person or for the
account or benefit of a U.S. Person (other than a distributor) prior to the end
of the Distribution Compliance Period.

12. Legending and Registration of Subject
Shares

12.1 The Subscriber hereby acknowledges that a legend may be
placed on the certificates representing any of the Shares to the effect that the
Shares represented by such certificates are subject to a hold period and may not
be traded until the expiry of such hold period except as permitted by applicable
securities legislation.

12.2 The Subscriber hereby acknowledges and agrees to the
Company making a notation on its records or giving instructions to the registrar
and transfer agent of the Company in order to implement the restrictions on
transfer set forth and described in this Agreement.

13. Collection of Personal Information

13.1 The Subscriber acknowledges and consents to the fact that
the Company is collecting the Subscriber’s personal information for the purpose
of fulfilling this Agreement and completing this offering. The Subscriber’s
personal information (and, if applicable, the personal information of those on
whose behalf the Subscriber is contracting hereunder) may be disclosed by the
Company to (a) stock exchanges or securities regulatory authorities, (b) the
Company’s registrar and transfer agent, and (c) any of the other parties
involved in this offering, including legal counsel, and may be included in
record books in connection with this offering. By executing this Agreement, the
Subscriber is deemed to be consenting to the foregoing collection, use and
disclosure of the Subscriber’s personal information (and, if applicable, the
personal information of those on whose behalf the Subscriber is contracting
hereunder) and to the retention of such personal information for as long as
permitted or required by law or business practice. Notwithstanding that the
Subscriber may be purchasing Shares as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of such undisclosed principal as may be required by the Company in
order to comply with the foregoing.

14. Costs

14.1 The Subscriber acknowledges and agrees that all costs and
expenses incurred by the Subscriber (including any fees and disbursements of any
special counsel retained by the Subscriber) relating to the acquisition of the
Shares shall be borne by the Subscriber.

15. Governing Law

15.1 This Agreement is governed by the laws of the State of
Nevada.

16. Survival

16.1 This Agreement, including without limitation the
representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the Shares by the Subscriber
pursuant hereto.

17. Assignment

17.1 This Agreement is not transferable or assignable.




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18. Execution

18.1 The Company shall be entitled to rely on delivery by
facsimile machine of an executed copy of this Agreement and acceptance by the
Company of such facsimile copy shall be equally effective to create a valid and
binding agreement between the Subscriber and the Company in accordance with the
terms hereof.

19. Severability

19.1 The invalidity or unenforceability of any particular
provision of this Agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this Agreement.

20. Entire Agreement

20.1 Except as expressly provided in this Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Agreement contains the entire agreement between the parties with respect to
the sale of the Shares and there are no other terms, conditions, representations
or warranties, whether expressed, implied, oral or written, by statute or common
law, by the Company or by anyone else.

21. Notices

21.1 All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Subscriber shall be
directed to the address on page 9 hereto and notices to the Company shall be
directed to the Company’s President at 30 Denver Crescent, Toronto, Ontario,
Canada M2J 1G8.

22. Counterparts

22.1 This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF the Subscriber has duly executed this
Agreement as of the date first above mentioned.

DELIVERY INSTRUCTIONS

	1. 	Delivery - please deliver the certificates to:
    
	  	  
	 	 
	 	 
	2. 	Registration - registration of the certificates
      which are to be delivered at closing should be made as follows: 
	 	 
	  	(name) 
	 	 
	  	(address) 






- 9 -

	3. 	
      The undersigned hereby acknowledges that it will deliver
      to the Company all such additional completed forms in respect of the
      Subscriber’s purchase of the Shares as may be required for filing with the
      appropriate securities commissions and regulatory
  authorities.




	 	 
	 	(Name of Subscriber – Please type or print)
  
	 	 
	 	(Signature and, if applicable, Office) 
	 	 
	 	(Address of Subscriber) 
	 	 
	 	(City, State or Province, Postal Code of
      Subscriber) 
	 	 
	 	(Country of Subscriber) 


A C C E P T A N C E

The above-mentioned Agreement in respect of the Shares is
hereby accepted by FRESHWATER TECHNOLOGIES, INC.

DATED at Vancouver, the ___ day of ___________.

FRESHWATER TECHNOLOGIES, INC.

	Per: 		 
	 	Authorized Signatory