EXHIBIT 10.1

                     AMENDED AND RESTATED LICENSE AGREEMENT
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     This Amended and Restated License  Agreement (this  "AGREEMENT") is entered
into  effective  as of  January  1,  2007  by and  between  Electric  Aquagenics
Unlimited,  Inc,  a Delaware  corporation  (a/k/a EAU  Technologies,  Inc.,  and
hereinafter referred to as "LICENSOR" or "EAU") and Zerorez Franchising Systems,
Inc., a Nevada corporation (f/k/a H20 AquaCare  Franchising  Systems,  Inc., and
hereinafter  referred to as "LICENSEE" or "ZEROREZ"),  and amends,  restates and
supersedes any and all prior oral and/or written agreements between Licensor and
Licensee  pertaining to the subject matter hereof.  Licensor and Licensee may be
referred to herein  sometimes as the  "PARTIES,"  collectively  and the "PARTY,"
individually.

                                 R E C I T A L S

     A. WHEREAS, Licensor is engaged in the design, development, manufacture and
sale of patented and proprietary primacide commercial generators (the "PRIMACIDE
GENERATORS")  that produce both an alkaline  water that can be used for cleaning
purposes  ("PRIMACIDE B FLUID") and a  hypochlorous  acid fluid that can be used
for disinfecting  purposes ("PRIMACIDE A FLUID"), for use in various industries,
including the carpet and living surface cleaning industry;

     B. WHEREAS,  Licensee provides carpet and living surface cleaning services,
through its company-owned  locations and through franchised outlets (referred to
herein as  "ZEROREZ  FRANCHISEES")  throughout  the  United  States  and  Canada
("FRANCHISE Services");

     C  WHEREAS,  pursuant  to a  "Uniform  Offering  Circular"  and  "Franchise
Agreement" that each Zerorez  Franchisee  executes  (collectively the "FRANCHISE
AGREEMENTS"),  Zerorez licenses to each Zerorez  Franchisee the use of Zerorez's
trademarks and technology and the use of trademarks and technology licensed from
EAU (the "ZEROREZ  PROPRIETARY  TECHNOLOGY") to allow the Zerorez Franchisees to
provide the Franchise Services to their customers;

     D. WHEREAS,  the Parties have entered into various agreements  (referred to
herein  collectively as the "ORIGINAL  AGREEMENTS")  whereby Licensor granted to
Licensee a license  to allow  Zerorez  and the  Zerorez  Franchisees  to acquire
Primacide  Generators  from Licensor and to use the Primacide B Fluid solely for
use in the Franchise Services (collectively, the "ORIGINAL LICENSE");

     E.  WHEREAS,  in order  to  assure a supply  of  Primacide  Generators  and
Primacide B Fluid, Zerorez desires to commit to acquire all of its requirements,
and to require  Zerorez  Franchisees  to  acquire  all their  requirements,  for
Primacide Generators and Primacide B Fluids from Licensor,  and Licensor desires
to commit to supply to Zerorez and Zerorez Franchisees all of their requirements
for such Primacide Generators and Primacide B Fluids on the terms and conditions
set forth in this Agreement and the Equipment Purchase Agreement;

     F. WHEREAS, this Agreement shall supersede,  amend, restate and replace the
Original Agreements and the license and rights granted hereunder (the "LICENSE")
shall supersede, amend, restate and replace the Original License; and

     G. WHEREAS,  in connection with the License  granted  hereby,  Licensor and
Licensee have agreed to enter into "Technology  License  Agreements," and escrow
agreements with ZFA, Inc., a California non profit corporation ("ZFA") comprised
of Zerorez  Franchisees  and  established to protect the rights and interests of
the Zerorez  Franchisees  in the event Licensor  and/or  Licensee for any reason
fails to, or cannot, supply the Primacide Generators, the Primacide B Fluid, the


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Zerorez Proprietary Technology, or the EAU Technology to the Zerorez Franchisees
(collectively referred to herein as the "TECHNOLOGY LICENSE AGREEMENTS");

     NOW,  THEREFORE,  in consideration of the mutual promises  contained herein
and for other good and valuable consideration  described herein, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

                                    SECTION I
                                   DEFINITIONS

     1.1  "AGREEMENT"   means  this  Agreement  and  all  exhibits,   schedules,
certificates,  lists,  documentation and financial  records,  attached hereto or
made a part hereof, including any addenda or amendments thereto.

     1.2 "CIP SYSTEM"  means a  clean-in-place  cleaning  system in a commercial
building or  facility  which uses a Primacide  Generator  to create  Primacide B
Fluid or Primacide A Fluid to be used  exclusively  on or within the building or
facility where such fluids are being produced.

     1.3 "EAU TECHNOLOGY" means patent, trademark, trade secret, copyright, mask
work and other  intellectual  property  rights,  other than trademark or service
mark rights, owned by Licensor,  or licensed by Licensor with the right to grant
sublicenses  thereof  and/or  to  utilize  such  rights  related  to  Licensor's
Primacide Generators and Primacide B Fluid in providing Franchise Services.

     1.4 "EQUIPMENT PURCHASE AGREEMENT" shall mean the Master Equipment Purchase
Agreement in the form of Exhibit "A", attached hereto and incorporated herein by
reference, pursuant to which EAU agrees to sell to and Zerorez Franchisees (with
respect to  franchised  outlets)  and  Zerorez  (with  respect to  company-owned
locations)  agree to  purchase  from  EAU the  Primacide  Generators  for use in
providing the Franchise Services.

     1.5  "FRANCHISE"  shall  mean the  franchise  rights  granted  to a Zerorez
Franchisee by Licensee.

     1.6 "FRANCHISE AGREEMENTS" shall mean, collectively,  the Zerorez Franchise
Offering Circular and Franchise  Agreements that outline and describe all of the
terms and  conditions  between and among Zerorez as  franchisor  and the Zerorez
Franchisees as franchisees.

     1.7 "FRANCHISE  SERVICES" shall mean and be limited to the use of Primacide
B Fluid in conjunction with the Zerorez  Proprietary  Technology in the cleaning
of carpets,  furniture  and rugs as described  and  contemplated  as within U.S.
Department of Labor, Occupational Safety & Health Administration,  SIC Code 7217
Carpet &  Upholstery  Cleaning,  and U.S.  Census  Bureau 2002 NAICS  Definition
561740 Carpet & Upholstery Cleaning Services;  the cleaning of stone,  hardwood,
concrete, tile, walls, linoleum and other flooring and countertop materials; and
the cleaning of upholstery and soft fabric textiles. The term Franchise Services
specifically excludes Restoration Services (as hereinafter  defined),  except to
the  extent  any such  services  are  incidental  to any of the above  described
cleaning services.  The Franchise Services may be offered by Zerorez and Zerorez
Franchisees to residential and commercial customers throughout the United States
and Canada,  excluding commercial facilities with a CIP System,  including,  but
not limited to, commercial buildings and facilities such as airports, hospitals,
food or beverage processing facilities, grocery stores, department stores, etc.

     1.8  "IMPROVEMENTS"   means   improvements,   modifications,   adaptations,
revisions,  enhancements,  additions,  or changes  to any of the EAU  Technology
which  is the  subject  of the  License  granted  to  Zerorez  pursuant  to this
Agreement or to ZFA pursuant to the Technology License Agreements.


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     1.9 "LICENSE"  means the license and rights granted to Licensee by Licensor
under this  Agreement to purchase  and use, and to have the Zerorez  Franchisees
purchase and use, the  Primacide  Generators,  the Primacide B Fluid and the EAU
Technology  applicable to such  Primacide  Generators  and Primacide B Fluid for
Franchise  Services in the United  States and in Canada  during the Term of this
Agreement.

     1.10  "PRIMACIDE  GENERATORS"  means  equipment or generators  that produce
Primacide  B Fluid  and  Primacide  A  Fluid  using  EAU  Technology.  The  term
"Primacide   Generators"  does  not  include,  and  specifically  excludes,  all
Primacide C Generators developed or owned by Licensor.

     1.11  "PATENTS"  shall mean any and all  patents  related to the  Primacide
Generators and the carpet  cleaning  system owned by Licensor  applicable to the
Franchise Services.  Specifically,  "Patents"  includes,  but is not limited to,
Licensor's  Patent Number  6,638,364.  The term "Patents" does not include,  and
specifically excludes, all patents related to Primacide C Generators.

     1.12 "RESTORATION SERVICES" shall mean, but not be limited to, the cleaning
and remediation of both residential and commercial buildings or facilities after
a man-made or natural disaster, including, but not limited to, water removal and
dehumidification,  fire,  smoke  and  soot  remediation  and  restoration,  mold
mitigation  and  remediation,   removal  and  replacement  of  damaged  building
materials,  cleaning of all surfaces affected by such types of disasters, all of
which would be typically performed by licensed contractors.

     1.13 "TECHNOLOGY  LICENSE  AGREEMENTS" shall mean those Technology  License
Agreements  between and among Licensee,  Licensor and ZFA for the benefit of the
Zerorez Franchisees described in Recital G hereinabove.

     1.14  "TERM"  shall mean the  License  term  described  in this  Agreement,
including any mutually agreeable extensions or renewals thereof.

     1.15  "ZEROREZ  FRANCHISEE"  shall mean any  existing or future  owner of a
Zerorez  Franchise  under a Franchise  Agreement  or any person or entity  whose
Franchise  Agreement was  terminated  for any reason,  other than as a result of
default by the  Franchisee,  but who  continues  to use a  Primacide  Generator,
Primacide B Fluid or any EAU  Technology.  The term "Zerorez  Franchisee"  shall
include (except for purposes of Section 8.2 of this Agreement) business entities
affiliated with Zerorez which provide Franchise Services, whose primary business
is carpet  cleaning  in the United  States or Canada  using  Zerorez's  name and
working specifically within the scope of the Zerorez Franchise business model.

     1.16  "ZEROREZ  PROPRIETARY  TECHNOLOGY"  means  patent,  trademark,  trade
secret,  copyright, mask work and other intellectual property rights, other than
trademark or service  mark rights,  owned by Zerorez or licensed by Zerorez with
the right to grant sublicenses  thereof and/or to utilize such rights to provide
the  Zerorez  goods  and  services  to  Zerorez  Franchisees,  such as  cleaning
techniques,  designs  and  specifications  for  cleaning  equipment,  trucks and
supplies,  operating  manuals,  methods  of  operation,  lists  of  third  party
suppliers and other business plans and procedures.

                                   SECTION II
                                 LICENSE GRANTED

     2.1 GRANT OF LICENSE. During the Term of this Agreement, and any extensions
and renewals thereof,  Licensor hereby grants to Licensee,  subject to the terms
and  conditions of this  Agreement,  the right to purchase and use, and to allow
the Zerorez Franchisees to purchase and use, Primacide  Generators and Primacide
B Fluid, and to use the EAU Technology for providing  Franchise  Services in the
United States and Canada.  Each  Primacide  Generator  covered by this Agreement
shall be used by Zerorez or a Zerorez Franchisee only as part of a truck mounted
cleaning  system or in a  stationary  location  for the  purpose  of  generating

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Primacide B Fluid to perform and  complete  the  Franchise  Services.  Primacide
Generators  shall not be used by  Zerorez or  Zerorez  Franchisees  in any other
manner or for any other purpose. Any Improvements,  whether designed or invented
by Licensor, Licensee or any Zerorez Franchisee, shall belong to Licensor during
and after the Term of this Agreement but will immediately be deemed to be a part
of the EAU Technology  licensed pursuant to this Agreement and/or the Technology
License   Agreements.   Licensee  shall  execute,   and  shall  require  Zerorez
Franchisees to execute,  such documents or instruments necessary and appropriate
to transfer, convey and assign to Licensor all rights, title and interest in and
to any such Improvements.

     2.2  LICENSOR'S  TRADEMARKS.  During  the Term of this  Agreement,  and any
extensions and renewals thereof, Licensor hereby grants to Licensee,  subject to
the terms  and  conditions  of this  Agreement,  the right to use,  and to allow
Zerorez  Franchisees to use, those  trademarks,  service marks and/or patents of
Licensor  as  are  set  forth  on  Schedule  2.2  attached   hereto   ("LICENSOR
TRADEMARKS").  Licensee  shall affix on all such  trademarks,  service marks and
patents  such  registration  designations  listed on Schedule 2.2 and such other
reasonable marks as Licensor shall from time to time request,  by written notice
to  Licensee,  to  clearly  indicate  such  marks or  patents  are owned  and/or
registered by Licensor.

     2.3 USE RESTRICTIONS.  The License granted to Licensee under this Agreement
or to ZFA under the  Technology  License  Agreement does not include or grant to
Licensee or to any Zerorez Franchisee the following:

          (a) The right to sell Primacide A Fluid;

          (b) The  right to sell  Primacide  B Fluid  except  incidental  to the
performance of Franchise Services;

          (c) The right to use any equipment or generator, other than Licensor's
Primacide Generator, to produce Primacide B Fluid; or

          (d) The right to sell,  transfer,  loan, lease or sub-lease Licensor's
Primacide  Generators  to any  third  party  without  Licensor's  prior  written
consent.

     2.4  EXCLUSIVITY.  The License  granted  under this  Agreement  shall be an
exclusive  license  during the term hereof for  businesses  providing  Franchise
Services, but whose primary business is carpet cleaning in the United States and
Canada.  Licensor will not, during the term hereof, grant to others the right to
use  Primacide  Generators,  Primacide B Fluid or EAU  Technology  in the United
States or Canada  involving  Franchise  Services,  provided  Licensee  is not in
default  of any  material  term  of this  Agreement  or the  Equipment  Purchase
Agreement.  Licensor  reserves all rights in and to the EAU  Technology  and all
uses thereof, including the right to grant others all uses thereof, not licensed
to  Licensee  under  this  Agreement  or to ZFA  under  the  Technology  License
Agreements, specifically including, but not limited to, the following:

          (a) The use of Primacide Generators,  Primacide B Fluid or Primacide A
Fluid in CIP Systems worldwide to clean carpet and living surfaces in commercial
buildings or facilities  including,  but not limited to,  commercial  facilities
such as airports,  hospitals,  food or beverage processing  facilities,  grocery
stores and department  stores,  which facilities house CIP Systems and which CIP
Systems in such  facilities do not include the Zerorez carpet and living surface
cleaning  system,  i.e., a wand that disburses the Primacide B Fluid and vacuums
the same in a single process as employed by Zerorez and the Zerorez Franchisees.

          (b) The use of Primacide Generators,  Primacide B Fluid or Primacide A
Fluid for  Restoration  Services  worldwide,  including  carpet cleaning that is
incidental to such Restoration Services.

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     2.5 REQUIREMENTS OBLIGATION.  Licensee shall purchase and shall require the
Zerorez  Franchisees  to  purchase  all of  their  respective  requirements  for
Primacide  Generators from Licensor during the Term hereof pursuant to the terms
and  conditions  of the  Equipment  Purchase  Agreement.  Zerorez,  and  Zerorez
Franchisees pursuant to the terms of the Franchise Agreements, shall be required
to use  only  the  Primacide  Generators  to  perform  the  Franchise  Services.
Notwithstanding  the  foregoing,  Zerorez and the Zerorez  Franchisees  shall be
entitled  to  purchase  Primacide  Generators  and  Primacide  B Fluid from ZFA,
Licensee  and/or  their  permitted  contractors  upon  Licensor's  breach of its
obligations to supply Primacide  Generators  required by Zerorez Franchisees for
any reason, as set forth in the Technology  License  Agreements  between ZFA and
Licensor and in Section 2.6 below.

     2.6 MANUFACTURING AND SALE RIGHTS OF LICENSEE. In the event Licensor and/or
its successors and assigns cease operations, or otherwise discontinues supplying
Primacide Generators and/or Primacide B Fluid to Licensee or Zerorez Franchisees
for any reason  other than a default or breach of this  Agreement  by  Licensee,
Licensee  shall then have a  non-exclusive  license to use, and have  Licensee's
employees and permitted  contractors use, the EAU Technology to produce and sell
the  Primacide  Generators  and Primacide B Fluid to Zerorez  Franchisees.  With
respect to such  non-exclusive  license,  Licensor and Licensee will have rights
and  obligations  reasonably  equivalent  to those  of  Licensor  and ZFA  under
Sections 3 through 10 of their Technology License  Agreement.  The non-exclusive
license  provided  for in this  Section  2.6 will  apply  only  upon  Licensor's
inability or  unwillingness  to provide  Primacide  Generators to Licensee or to
Zerorez  Franchisees and Licensee is not in default of any material term of this
Agreement or the Equipment Purchase Agreement.

     2.7 RIGHTS OF  FRANCHISEES.  Regardless of any breach of this  Agreement by
Licensee,  each Zerorez Franchisee,  so long as it remains a Zerorez Franchisee,
shall have a  non-exclusive  right,  which will continue  after any  termination
under Section III below, to purchase  Primacide  Generators  and/or  Primacide B
Fluid from  Licensor  upon the  purchase,  warranty and other terms set forth in
this Agreement and to use Primacide Generators,  the Primacide B Fluid generated
by  Primacide   Generators  and  the  EAU  Technology  in  connection  with  the
performance of Franchise Services in the United States and CANADA.

                                   SECTION III
                              TERM AND TERMINATION

     3.1 TERM.  This  Agreement  is  effective  as of January 1, 2007 and unless
sooner  terminated  will continue in force until December 31, 2011 (the "TERM").
If this Agreement is terminated for any reason whatsoever, whether by expiration
of its Term or  otherwise,  all future  and  continuing  rights and  obligations
hereunder will terminate, except:

          (a)  The  Parties  obligation  to  maintain  the   confidentiality  of
Confidential Materials;

          (b) Any claim or cause of action  as of the date of  termination  will
survive and remain in full force and effect  until such  rights and  obligations
are fully discharged or the applicable statute of limitations has expired; and

          (c) All  rights  and  obligations  of the  Parties  under  Section  VI
relating to indemnification,  Section VII relating to infringement, Section VIII
relating to  miscellaneous  provisions  and this  Section III shall  survive the
termination of this Agreement.

     3.2 AUTOMATIC EXTENSIONS. The Term of this Agreement shall be automatically
extended  for  three  (3)  succeeding  terms of five (5)  years  each,  absent a
premature termination pursuant to Section 3.3 below.

     3.3 PREMATURE  TERMINATION.  This Agreement may be terminated  prior to the
expiration of its Term, or any extension or renewal thereof, as follows:

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          (a) If either  Party  fails to meet any  material  obligation  or duty
hereunder or is in default hereunder,  the  non-defaulting  Party shall have the
right to terminate this Agreement upon giving sixty (60) days written "Notice of
Intent to  Terminate,"  specifying  such  failure,  breach,  or  default  to the
defaulting  Party. If the defaulting Party fails to make any payment in arrears,
or  otherwise  fails to cure the  breach or default  within  such sixty (60) day
period, then the non-defaulting Party may send a written "Notice Of Termination"
to the defaulting  Party,  whereupon this Agreement shall terminate  thirty (30)
days after the date of such Notice of Termination.

          (b) Either Party may terminate  this  Agreement  upon thirty (30) days
written notice in the event that any warranty,  covenant, or representation made
by the other Party under this Agreement or any other  materials  provided by the
other Party, or any related agreement executed in connection with this Agreement
is determined by a court of competent  jurisdiction to have been willfully false
in any material respect when made or furnished.  Such a representation  shall be
considered "willful" if it is made by either Party not in good faith and without
a reasonable belief that the representation was true.

     3.4  EFFECT OF  TERMINATION;  LICENSEE'S  CONTINUED  RIGHTS IN THE EVENT OF
LICENSOR  DEFAULT OR  BANKRUPTCY.  Nothing  herein shall be construed to release
either Party of any  obligation  which matured prior to the effective  date of a
termination  of this  Agreement or which may continue  beyond such  termination.
Licensor acknowledges and agrees that this Agreement and all rights and licenses
granted  under or pursuant to this  Agreement  by Licensor to Licensee  are, and
shall  otherwise  be deemed to be licenses to rights to  intellectual  property.
Licensor  agrees  that  Licensee,  as a  licensee  of  such  rights  under  this
Agreement,  shall retain and may fully  exercise all of its rights and elections
under  applicable  bankruptcy,   insolvency  or  other  similar  law,  including
specifically but without limitation, Section 365(n) of the U.S. Bankruptcy Code,
as amended. Licensor further agrees that, in the event of a Licensor default, or
a  dissolution  or other  discontinuance  of Licensor's  business  operations or
existence,  or the commencement of a voluntary or involuntary proceeding against
Licensor seeking liquidation, rehabilitation, reorganization, conservatorship or
other relief with respect to it or its assets under any  bankruptcy,  insolvency
or other  similar  law,  Licensee,  in addition to its right to  terminate  this
Agreement,  shall also have the  right,  at its  election,  to retain all of its
rights under this  Agreement.  In such event,  Licensee  shall  further have the
right to either require Licensor to assign to Licensee any or all manufacturing,
supply,  license or other  agreements  with third parties to which Licensor is a
party  relating  to the EAU  Technology  and/or  the  Primacide  Generators  and
Primacide B Fluid (as well as all related product regulatory approvals,  permits
and  licenses  to the  extent  legally  transferable  or to  enter  into its own
agreements  with such third  parties  and obtain its own  regulatory  approvals,
permits and  licenses).  Licensee and ZFA shall also be entitled to all of their
other remedies under the Technology License Agreements in such event.

                                   SECTION IV
                         TERMS AND CONDITIONS OF LICENSE

     4.1 USE  CONDITIONS.  Licensee  shall  conduct  its  business  relative  to
Primacide  Generators and the Primacide B Fluid,  and Licensee shall require the
Zerorez Franchisees to conduct their respective businesses relative to Primacide
Generators  and the  Primacide  B Fluid,  so as to  maintain  and  increase  the
goodwill and  reputation of Licensor,  and shall  conform to all laws,  rulings,
regulations and codes of ethics that are applicable to Licensee,  its employees,
representatives  and /or agents and  Zerorez  Franchisees  and their  employees,
representative  and/or agents.  Licensee shall use its  commercially  reasonable
best efforts to require each Zerorez  Franchisee to abide by and timely  perform
all of its  duties  and  obligations  under the  Equipment  Purchase  Agreement.
Additionally, Licensee shall, and Licensee shall require the Zerorez Franchises,
to use the EAU Technology in conformance  with all requirements of the Franchise
Agreements,  and to abide by and  maintain  such  quality  control  policies  as
Licensor may, from time to time,  reasonably deem necessary  relative to the use
of the EAU Technology, including for example, but not limited to, the following:

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          (a) the use of each Primacide  Generator for the operation of not more
than five (5) truck mounted cleaning systems;

          (b) such  packaging  requirements  as may be  necessary to protect the
Licensor Trademarks;

          (c) safety  standards,  practices and  procedures as Licensor may deem
reasonable and necessary, including procedures for disposal of waste water; and

          (d) any other quality controls deemed reasonably necessary by Licensor
to protect the EAU Technology, Licensor Trademarks and goodwill of Licensor.

     4.2 ORDERING PROCESS.  Licensee and Zerorez  Franchisees shall place orders
with Licensor for Primacide  Generators in writing, in accordance with the terms
and conditions of the Equipment Purchase Agreement.

     4.3 PURCHASE PRICE AND TERMS.  The purchase price to be paid by Zerorez and
Zerorez  Franchisees  to Licensor for the Primacide  Generators  and the related
payment terms shall be as set forth in the Equipment Purchase Agreement.

                                    SECTION V
                        CONFIDENTIALITY, NON-COMPETITION

     5.1 CONFIDENTIAL INFORMATION. The Parties agree that this Agreement and all
of the terms  contained  herein  shall  not be  disclosed  to any  third  party,
excluding the Zerorez Franchisees,  ZFA and its agents,  association members and
managers or any other party that is involved in the  management and execution of
the  Technology  License  Agreements,  without the prior written  consent of the
other Party, except to the extent required to be disclosed by law.  Furthermore,
each  of the  Parties  agrees  to keep  confidential  all of the  other  Party's
confidential information,  and strategies related to the its business, sales and
marketing materials,  distribution  methods,  manufacturing  information,  trade
secrets  and all  technical  information  relating  to the EAU  Technology  (the
"CONFIDENTIAL  MATERIALS").  The  Parties  hereto  agree and  stipulate  that as
between them the Confidential Materials are important, material and confidential
and  materially  affect the  effective  and  successful  conduct  of  Licensor's
business.

                                   SECTION VI
                  INDEMNIFICATION, ASSUMPTION OF THIS AGREEMENT

     6.1 MUTUAL INDEMNIFICATION.  Each Party agrees to indemnify,  hold harmless
and defend the other Party and its respective  officers,  directors,  employees,
representatives,  consultants  and agents from and against any all third party's
(including  governmental and/or regulatory bodies or agencies) claims,  demands,
liabilities,  lawsuits,  judgments and any other action, arising out of, related
to or associated with the such Party's actions,  inactions,  representations and
conduct in connection with or related to this Agreement.

     6.2  ASSUMPTION.  Should  Licensor,  at any  time  during  the Term of this
Agreement or any extension thereof,  sell all or substantially all of its assets
to  a  third  party  ("THIRD  PARTY  COMPANY"),  then  Licensor  shall  use  its
commercially  reasonable best efforts to cause the Third Party Company acquiring
all or substantially  all of the Company's  assets, to assume this Agreement and
affirm its validity, enforceability and legality for the then remaining Term and
any  extension(s)  thereof,  without any change,  modification,  interruption or
alteration to this  Agreement  and the terms and  conditions  contained  herein.
Should the Third Party Company not assume this  Agreement  with all of its terms
and  conditions,  then  the  terms  and  conditions  of the  Technology  License

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Agreements  shall apply and govern the rights and  obligations of Licensee,  ZFA
and the Zerorez Franchisees.

     6.3  DISCLAIMER  OF  LIABILITY.  Except  as  expressly  set  forth  in this
Agreement  (or  resulting  from any breach by  Licensor  under this  Agreement),
Licensor  shall have no liability to Licensee,  the Zerorez  Franchisees  or any
other third party individual or entity, based upon any injury, loss or damage of
any kind or nature,  sustained by or any damage assessed  against,  or any other
liability  incurred or imposed upon Licensee,  a Zerorez Franchisee or any other
third party,  arising out of, connected with or resulting from Licensee's or any
Zerorez Franchisee's use of the Primacide  Generators,  Primacide B Fluid or any
other  EAU  Technology  or  equipment  provided  by  Licensor  pursuant  to this
Agreement, the Equipment Purchase Agreement or the Technology License Agreements
(a "Claim"). Licensee shall indemnify, hold harmless and defend Licensor and its
officers, directors, employees, representatives, consultants and agents from and
against  any losses,  costs,  expenses,  liabilities,  or damages of any kind or
nature,  including  attorney  fees and costs,  incurred or imposed upon Licensor
arising out of,  connected with or resulting from any such Claim,  except to the
extent the liability for such Claim has been  determined by a court of competent
jurisdiction to have been caused by the willful  misconduct or gross  negligence
of Licensor or a breach of this Agreement by Licensor.

     6.4 NO ASSIGNMENT BY LICENSEE. Licensee may not assign any of its rights or
delegate  any of its  duties  under this  Agreement  without  the prior  written
consent of Licensor,  which consent may not be unreasonably withheld or delayed.
Despite such consent,  no  assignment by Licensee  shall release the Licensee of
any of its  obligations  to be performed  under this  Agreement.  Any  attempted
assignment  or delegation  in violation of this  provision  shall be void, of no
force and effect and shall entitle Licensor to terminate this Agreement. As used
in this provision,  "assignment"  and  "delegation"  shall mean any sale,  gift,
pledge,  hypothecation,  encumbrance, or other transfer of all or any portion of
the rights,  obligations or liabilities in or arising from this Agreement to any
person or entity,  whether by operation of law or otherwise,  and  regardless of
the legal form of the transaction in which the attempted assignment occurs.

     6.5  ASSIGNMENT  BY  LICENSOR.  The  Licensor may assign all or part of its
rights  under this  Agreement  and may  delegate all or part of its duties under
this Agreement  provided that any assignee  assumes this Agreement and expressly
affirms  in writing  its  validity,  enforceability  and  legality  for the then
remaining  Term and any  extension  or  renewal  thereof,  without  any  change,
modification,  interruption,  or alteration to this  Agreement and the terms and
conditions contained herein.

                                   SECTION VII
                                  INFRINGEMENT

     7.1. INFRINGEMENT. In the event that either Party shall learn of a material
infringement of any patent or misappropriation of any technology  comprising the
Primacide Generator,  the EAU Technology,  the Zerorez Proprietary Technology or
any other related technology under this Agreement,  that Party shall immediately
call the other Party's attention thereto in writing and shall provide such other
Party with reasonable  evidence of such  infringement or  misappropriation.  The
Parties  shall  cooperate  with each  other,  and  shall use their  commercially
reasonable  best efforts,  to terminate such  infringement  or  misappropriation
without litigation.  If the efforts of the Parties are not successful in abating
the  infringement  or  misappropriation   within  thirty  (30)  days  after  the
infringement or  misappropriation  comes to the attention of Licensor,  Licensor
may in its sole discretion,  and at its sole expense, take such further actions,
including  (without  limitation)  bringing a legal action, as it deems necessary
and  appropriate  to  enforce  its rights and  prevent  unauthorized  or illegal
infringement  or  misappropriation  that is or would be adverse to  Licensee  or
Zerorez  Franchisees.  Licensor shall be entitled to any monetary  recovery from
such an action.

     7.2  LICENSEE  RIGHTS.  If  Licensor  elects  not  to  prosecute  any  such
infringement or misappropriation, Licensee shall have the right to prosecute the
same in its own name, and at its sole expense. Each non-prosecuting Party agrees


                                       8
<PAGE>

to  cooperate  with and  assist  the  other in a  reasonable  manner in any such
proceeding.  This cooperation and assistance shall include (without limitation),
if necessary in order for such  prosecution  to occur,  agreeing to be joined in
the  prosecution as a nominal party and/or  assigning to the  prosecuting  Party
rights necessary to prosecute the matter. Any recovery from any of the foregoing
proceedings  shall belong to the Party  bringing and paying for the  proceeding,
provided that, if a joint prosecution is undertaken by the Parties, the expenses
and recovery,  if any,  shall be shared  equally or as the Parties agree between
themselves. Notwithstanding the foregoing, should Licensee elect to prosecute an
infringement  claim  against a third  party  hereunder,  and  Licensor  fails to
provide its cooperation and  assistance,  Licensor shall reimburse  Licensee for
its  reasonable  attorneys'  fees and costs of any such action should a court of
competent  jurisdiction find in favor of Licensee with respect to such trademark
and/or patent infringement litigation.

     7.3  COOPERATION.  Each Party agrees to  cooperate  fully with the other in
litigation  proceedings  instituted  hereunder  and,  upon  request of the Party
bringing  suit,  the other Party shall make available to the Party bringing suit
all relevant records,  papers,  information,  samples,  specimens,  and the like
which may be relevant and in its possession.  The Party bringing the suit (or if
brought jointly,  Licensor) shall have the right to control such litigation.  In
the event a court of competent  jurisdiction  from which no appeal has or can be
taken  determines that one or more patents  covering the Primacide  Generator or
any related EAU Technology is invalid or  unenforceable,  Licensee may terminate
this Agreement.  Licensor shall not, however, be required to refund any payments
theretofore paid Licensor by Licensee or Zerorez Franchisees.

                                  SECTION VIII
                            MISCELLANEOUS PROVISIONS

     The  following  miscellaneous  provisions  are an  integral  part  of  this
Agreement.

     8.1 BINDING  OBLIGATION.  This Agreement  shall inure to the benefit of and
constitute a binding obligation upon the contracting  parties,  their respective
heirs, legal representatives and permitted assigns.

     8.2 MODIFICATIONS.  This Agreement may not be modified or amended except by
an  instrument  in writing  signed by the Parties  hereto.  Notwithstanding  the
foregoing,  this Agreement may not be modified or amended in such a manner as to
have a substantial  negative effect on the Zerorez Franchisees without the prior
written consent of (a) more than fifty percent (50%) of the Zerorez  Franchisees
at that  time;  and (b)  Zerorez  Franchisees  whose  Franchises  together  have
accounted  for more  than  fifty  percent  (50%) of the  gross  revenues  of all
Franchises for the immediately  preceding  twelve (12) complete  calendar months
ending at least 30 days prior to such amendment.

     8.3 THIRD PARTY  BENEFICIARIES.  Zerorez  Franchisees  shall be third party
beneficiaries  of this Agreement and are entitled to enforce their rights as set
forth in this Agreement.

     8.4  HEADINGS.  The  headings  used  in this  Agreement  are  inserted  for
reference  purposes  only and shall not be deemed to limit or affect in any way,
the  meaning  or  interpretation  of any of the  terms  or  provisions  of  this
Agreement.

     8.5  SEVERABILITY.  The  provisions of this  Agreement are  severable,  and
should any provision hereof be void, voidable, unenforceable, or invalid, such a
void shall not affect any other portion or provision of this Agreement.

     8.6 WAIVER.  Any waiver by any Party hereto of any breach of this Agreement
of any kind or character  whatsoever by the other Party,  whether such waiver is
direct or implied,  shall not be construed as a continuing  waiver or consent to
any subsequent breach of this Agreement on the part of the other Party.

                                       9
<PAGE>

     8.7 APPLICABLE  LAW. This Agreement shall be  interpreted,  construed,  and
enforced according to the laws of the State of Georgia.

     8.8  ATTORNEYS'  FEES.  In the event any action or proceeding is brought by
any Party  under this  Agreement,  the  prevailing  Party  shall be  entitled to
recover  attorneys'  fees and costs in such an  amount  as a court  may  adjudge
reasonable.

     8.9  MEDIATION.  If any dispute  arises under this  Agreement,  the Parties
shall  negotiate  in good faith to settle such  dispute.  If the Parties  cannot
resolve  such  dispute  themselves,  then either Party may submit the dispute to
non-binding  mediation by a mediator approved by both Parties. The Parties shall
both cooperate with the mediator.

     8.10 VENUE AND JURISDICTION. In the event of any legal action or proceeding
for the  interpretation  or enforcement of this  Agreement,  each of the Parties
agrees to submit to the exclusive jurisdiction of the state court sitting in the
Superior  Court of the  State  of  Georgia,  Fifth  Judicial  District,  Atlanta
Judicial Circuit in any such proceeding,  and agrees that all claims in any such
proceeding may be heard and determined in such court. Each Party also agrees not
to bring  any  action or  proceeding  in any other  court.  Each of the  Parties
consents to venue in such jurisdiction, waives any defense of inconvenient forum
to the  maintenance of any proceeding so brought and waives any bond,  surety or
other security that might be required of any other Party with respect thereto.

     8.11 ENTIRE AGREEMENT.  This Agreement together with the Equipment Purchase
Agreement  represents  the entire  agreement  between  and among the Parties and
supersedes  any and all prior oral and/or written  agreements  between them with
respect to the  subject  matter of this  Agreement  and the  Equipment  Purchase
Agreement,  provided  that the Parties'  obligations  relating to any  Primacide
Generators previously sold under the Original License shall continue in effect.

     8.12 RECITALS. The Recitals set forth at the beginning of this Agreement of
any matters or facts shall be deemed to be representations and warranties of the
truthfulness thereof and shall be deemed a part of this Agreement.

     8.13  COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall  constitute one and the same  instrument.  The Parties  authorize
each other to detach and combine  original  signature pages and consolidate them
into  a  single  identical  original.   Any  one  of  such  completely  executed
counterparts shall be sufficient proof of this Agreement.

     8.14  FURTHER  ASSURANCES.  The Parties to this  Agreement  shall  promptly
execute and deliver any and all additional documents,  instruments, notices, and
other  assurances,  and shall do any and all other acts and  things,  reasonably
necessary to carry out and  effectuate the terms of this  Agreement.  Each Party
agrees  that  such  Party  will  not do or  fail  to do  anything,  directly  or
indirectly,  that will  interfere  with or  adversely  affect  any of the rights
provided  for  herein  or that  would  interfere  with the  performance  of this
Agreement by the other Party.

     8.15  GENERAL  INTERPRETATION.  The  terms  of  this  Agreement  have  been
negotiated by the Parties hereto and the language used in this  Agreement  shall
be deemed to be the  language  chosen by the  Parties  hereto to  express  their
mutual  intent.  This  Agreement  shall  be  construed  without  regard  to  any
presumption  or rule  requiring  construction  against  the Party  causing  such
instrument  or any  portion  thereof  to be  drafted,  or in favor of the  Party
receiving  a  particular  benefit  under  the  Agreement.   No  rule  of  strict
construction will be applied against any Party.


                                       10
<PAGE>

     8.16 SPECIFIC  PERFORMANCE.  The Parties agree that irreparable damage will
result if this Agreement is not performed in accordance with its terms,  and the
Parties agree that any damages  available at law for a breach of this  Agreement
would not be an  adequate  remedy.  Therefore,  the  provisions  hereof  and the
obligations  of the  Parties  hereunder  shall be  enforceable  by a  decree  of
specific performance,  and appropriate  injunctive relief may be applied for and
granted in connection  therewith.  Such remedies and all other remedies provided
for in this Agreement shall,  however, be cumulative and not exclusive and shall
be in addition to any other remedies that a Party may have under this Agreement,
at law or in equity.

     IN WITNESS WHEREOF,  the Parties have executed this Agreement  effective as
of the day and year first above written.

              Licensor:                 ELECTRIC AQUAGENICS UNLIMITED, INC.


                                        By:  /s/ Wade Bradley
                                            ------------------------------------
                                              Wade Bradley
                                        Its:  President & CEO


              Licensee:                 ZEROREZ FRANCHISING SYSTEMS, INC.



                                        By: /s/ James K. Stone
                                            ------------------------------------
                                              James K. Stone
                                        Its:  CEO



                                       11
<PAGE>
                                  SCHEDULE 2.2
                  LIST OF TRADEMARKS, SERVICE MARKS AND PATENTS


Trademarks:

          Empowered Water(TM)

          Empowering Water(TM)

          Primacide(TM)

          Primacide B(TM)

Service Marks

          None

Patents

          Patent # 6,638,364,  effective October 28, 2003, describing Licensor's
          carpet  cleaning  system to clean and disinfect  carpets,  fabrics and
          hard surfaces.





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