GUARANTEE

    


    RxAir Industries, LLC, with an address
of 12225 Greenville Ave, Ste 700, Dallas, Texas, 75243 (the “Company”) and
Bridgepoint Partners, LLC, a Limited Liability Corporation, with an address at
6119 Greenville Ave, Ste 219, Dallas, TX 75206 (the “Consultant”); have entered
into a Consulting Agreement (the “Consulting Agreement”) executed simultaneously
with this Guarantee, a copy of which is annexed hereto and made a part hereof as
Exhibit “A”.

    


    1.           Guaranty.        In
order to induce the Consultant to enter into the Consulting Agreement, UV Flu
Technologies, Inc., a Nevada Corporation, having an address of UV Flu
Technologies, Inc 411 Main St., Bldg 5 Yarmouthport, MA, 02675  (the
“Guarantor”), hereby unconditionally guarantees to the Consultant full and
punctual performance of all of the obligations of the Company set forth in the
Consulting Agreement, unless such Consulting Agreement is earlier terminated
pursuant to the terms and conditions set forth therein. In the event of the default by the
Company in the performance of any of its obligations under the Consulting
Agreement, the Guarantor shall, immediately upon demand, pay the amount due
thereunder or otherwise perform such obligations to the Consultant. This
guarantee will not be affected by any bankruptcy or insolvency of the Company
and the Guarantor acknowledges and agrees that (a) it may be sued directly under
this guarantee at the same time a lawsuit is filed against the Company, the
Company’s liability needing to be first established before the Guarantor is
liable; and (b) the Consultant may allow the Company to be in default, may
extend time for payment or other performance by the Company, or otherwise waive,
extend or excuse performance by the Company without releasing the
Guarantor.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.           Termination.     This
Guarantee shall terminate when all obligations of the Company pursuant to the
Consulting Agreement have been satisfied in full.

    


    3.           Miscellaneous.

     

    A.           Headings. The
headings contained in this Guarantee are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Guarantee.

     

    B.           Enforceability.  If
any provision which is contained in this Guarantee should, for any reason, be
held to be invalid or unenforceable in any respect under the laws of any
jurisdiction, such invalidity or unenforceability shall not affect any other
provision of this Guarantee.  Instead, this Guarantee shall be
construed as if such invalid or unenforceable provisions had not been contained
herein

    


    C.           Notices.  Any
notice or other communication required or permitted hereunder must be in writing
and sent by either (i) mail by (a) certified mail, postage prepaid, return
receipt requested and (b) first class mail, (ii) overnight delivery with
confirmation of delivery or (iii) facsimile transmission with an original mailed
by first class mail, postage prepaid, addressed as follows:

    


    
      	
              To
      Guarantor:

            	
              UV
      Flu Technologies, Inc

            
	 
      	
              411
      Main St., Bldg 5

            
	 
      	
              Yarmouthport,
      MA, 02675

            
	 
      	
              Attn.:
      Mr. John J. Lennon

            
	 
      	
              Facsimile
      No.:

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Copy
      to:

                	
                  Mark
      Lee

                
	 
      	
                  Greenberg
      Traurig, LLP

                
	 
      	
                  1201
      K Street, Suite 1100

                
	 
      	
                  Sacramento,
      CA 95814

                
	 
      	
                  Tel
      916.442.1111

                
	 
      	 
      
	
                  To
      the Company:

                	
                  RxAir
      Industries, LLC

                
	 
      	
                  12225
      Greenville Avenue, Suite 700,

                
	 
      	
                  Dallas, Texas,
      75243

                
	 
      	
                  Attn.:
      Jack J. Lennon

                
	 
      	
                  Facsimile
      No.: (972) 233-0533

                
	 
      	 
      
	
                  Copy
      to:

                	
                  Mark
      Lee

                
	 
      	
                  Greenberg
      Traurig, LLP

                
	 
      	
                  1201
      K Street, Suite 1100

                
	 
      	
                  Sacramento,
      CA 95814

                
	 
      	
                  Tel
      916.442.1111

                
	 
      	 
      
	
                  To
      the Consultant:

                	
                  Bridgepoint
      Partners, LLC

                
	 
      	
                  6119
      Greenville Ave, Ste 219

                
	 
      	
                  Dallas,
      Texas 75206

                
	 
      	
                  Attn:
      Bryan A. Scott

                
	 
      	
                  Facsimile
      No.: (972) 829-3212

                
	 
      	 
      
	
                  Copy
      to:

                	
                  Mintz
      & Fraade, P.C.

                
	 
      	
                  488
      Madison Avenue, Suite 1100

                
	 
      	
                  New
      York, NY 10022

                
	 
      	
                  Attention:
      Alan Fraade

                
	 
      	
                  Phone:
      212.486.2500

                
	 
      	
                  Fax:
      212.486.0701

                


        

      

    


    or in
each case to such other address and facsimile number as shall have last been
furnished by like notice.  If all of the methods of notice set forth
in this Paragraph “C” of this Article “3” of this Guarantee are impossible for
any reason, notice shall be in writing and personally delivered to the aforesaid
addresses.  Each notice or communication shall be deemed to have been
given as of the date so mailed or delivered as the case may be; provided,
however, that any notice sent by facsimile shall be deemed to have been given as
of the date so sent if a copy thereof is also mailed by first class mail on the
date sent by facsimile.  If the date of mailing is not the same as the
date of sending by facsimile, then the date of mailing by first class mail shall
be deemed to be the date upon which notice is given; provided further, however,
that any notice sent by overnight delivery shall be deemed to have been given as
of the date of delivery.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    D.           Governing Law,
Disputes.      The Parties agree that this
Agreement shall in all respects be construed, governed, applied and enforced in
accordance with the laws of the State of New York and be deemed to be an
agreement entered into in the State of New York and made pursuant to the laws of
the State of New York, without giving effect to the principles of conflicts of
law.  The Parties agree that they shall be deemed to have agreed to
binding arbitration with respect to the entire subject matter of any and all
disputes relating to or arising under this Agreement including, but not limited
to, the specific matters or disputes as to which arbitration has been expressly
provided for by other provisions of this Agreement and that any such arbitration
shall be commenced exclusively in New York, New York.  Any such
arbitration shall be by a panel of three arbitrators and (x) pursuant to the
commercial rules then existing of the American Arbitration Association in the
State of New York, County of New York, if commenced by the Guarantor or the
Company and (y) pursuant to the commercial rules then existing of the American
Arbitration Association in the State of Texas, if commenced by the
Consultant.  In all arbitrations, judgment upon the arbitration award
may be entered in any court having jurisdiction.  The Parties
specifically and exclusively designate the courts in the City of New York, State
of New York as properly having jurisdiction for any proceeding to confirm and
enter judgment upon any such arbitration award.  If the arbitration
was commenced by the Guarantor or the Company, the Parties hereby consent to and
submit to the exclusive jurisdiction of the courts of the State of New York in
any action or proceeding and submit to personal jurisdiction over each of them
by such courts with respect to the confirmation and entry of judgment of any
arbitration award.  If the arbitration was commenced by the Consultant
the Parties hereby consent to and submit to the exclusive jurisdiction of the
courts of the State of Texas in any action or proceeding and submit to personal
jurisdiction over each of them by such courts with respect to the confirmation
and entry of judgment of any arbitration award.  The Parties hereby
waive personal service of any and all process and specifically consent that in
any such action or proceeding brought in the courts of the State of New York
with respect to an arbitration commenced by the Guarantor or the Company, or the
State of Texas with respect to an arbitration commenced by the Consultant, any
service of process may be effectuated upon any of them by certified mail, return
receipt requested, in accordance with Paragraph “(C)” of this Article “9” of
this Agreement.  Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by
law.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    The
Parties agree, further, that the prevailing party in any such arbitration as
determined by the arbitrators shall be entitled to such costs and attorney's
fees, if any, in connection with such arbitration as may be awarded by the
arbitrators.  In connection with the arbitrators’ determination for
the purpose of which party, if any, is the prevailing party, they shall take
into account all of the factors and circumstances including, without limitation,
the relief sought, and by whom, and the relief, if any, awarded, and to
whom.  In addition, and notwithstanding the foregoing sentence, a
party shall not be deemed to be the prevailing party in a claim seeking monetary
damages, unless the amount of the arbitration award exceeds the amount offered
in a legally binding writing by the other party by fifteen percent (15%) or
more.  For example, if the party initiating arbitration (“A”) seeks an
award of $100,000 plus costs and expenses, the other party (“B”) has offered A
$50,000 in a legally binding written offer prior to the commencement of the
arbitration proceeding, and the arbitration panel awards any amount less than
$57,500 to A, the panel should determine that B has “prevailed”.

    


    The
arbitration panel shall have no power to award non-monetary or equitable relief
of any sort.  It shall also have no power to award (i) damages
inconsistent with any applicable agreement between the parties or (ii) punitive
damages or any other damages not measured by the prevailing party’s actual
damages; and the parties expressly waive their right to obtain such damages in
arbitration or in any other forum.  In no event, even if any other
portion of these provisions is held invalid or unenforceable, shall the
arbitration panel have power to make an award or impose a remedy which could not
be made or imposed by a court deciding the matter in the same
jurisdiction.

    


    Discovery
shall be permitted in connection with the arbitration only to the extent, if
any, expressly authorized by the arbitration panel upon a showing of substantial
need by the party seeking discovery.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    All
aspects of the arbitration shall be treated as confidential.  The
Parties and the arbitration panel may disclose the existence, content or results
of the arbitration only as provided in the rules of the American Arbitration
Association in New York, New York if an arbitration is commenced by the
Guarantor or the Company.  Before making any such disclosure, a party
shall give written notice to all other parties and shall afford such parties a
reasonable opportunity to protect their interest.

    


    E.           Entire
Agreement.  This Guarantee and all documents and instruments
referred to herein (i) constitute the entire agreement and supersede all prior
and contemporaneous agreements and understandings, excluding any agreements
which are referred to herein and made a part hereof, both written and oral,
among the parties with respect to the subject matter hereof and thereof, and
(ii) are not intended to confer upon any person other than the parties hereto
any rights or remedies hereunder.  Each party to this Agreement agrees
that, except for the representations and warranties contained in this Guarantee,
no party makes any other representations or warranties, and each hereby
disclaims any other representations and warranties made by itself or any of its
officers, directors, Consultants, agents, financial and legal advisors or other
representatives, with respect to the execution and delivery of this Guarantee or
the transactions contemplated hereby, notwithstanding the delivery or disclosure
of any documentation or other information with respect to any one or more of the
foregoing.

     

    F.           Expenses.     Each
party to this Guarantee shall bear and pay its own costs and expenses incurred
in connection with the execution and delivery of this Guarantee and the
transactions set forth in this Guarantee.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    G.           Confidentiality.  The
parties agree that the terms of this Guarantee are confidential and they shall
not make public disclosure of the terms of this Guarantee, : (i) as may be
required by law, (ii) in connection with litigation or other legal proceeding
against a party, (iii) by judicial or other compulsory process, (iv) by any
regulatory agency, or (v) as may be required in connection with the Guarantor’s
obligations under federal securities laws and pursuant to Exchange or listing
requirements, including, but not limited to, the Guarantor’s disclosure
obligations as a listed company on Pink Sheets Electronic OTC
Markets.  If either party or the Guarantor intends to make a
disclosure of the terms of this Guarantee as required by law, by judicial or
other compulsory process, by any regulatory agency, or as may be required in
connection with the Guarantor’s obligations under federal securities laws, such
party shall notify the other party, if feasible, in advance of any such
disclosure. The Parties agree that the terms of this Paragraph G regarding
confidentiality are not material to this Agreement and any breach of this
paragraph shall not be considered a material breach of this
Agreement.  In the event of such a breach of this Paragraph G, the
non-breaching party shall only be entitled to injunctive relief and/or monetary
damages for actual harms caused by the breach.

    


    H.           No Assignment.
Consultant hereby agrees that Consultants’ rights under this Guarantee shall not
be transferred or assigned to anyone without the prior written consent of the
Guarantor, which consent may be withheld by Guarantor for any or no reason. UV
hereby agrees that UV’s obligations under this Guarantee shall not be
transferred or assigned to anyone without the prior written consent of
Consultant, which consent may be withheld by Consultant for any or no
reason.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    I.           Further
Assurances.  The Parties agree to execute any and all such
other further instruments and documents, and to take any and all such further
actions which are reasonably required to effectuate this Guarantee and the
intents and purposes hereof.

     

    J.           Non-Waiver.  Except
as otherwise expressly provided herein, no waiver of any covenant, condition, or
provision of this Guarantee shall be deemed to have been made unless expressly
in writing and signed by the party against whom such waiver is charged; and (i)
the failure of any party to insist in any one or more cases upon the performance
of any of the provisions, covenants or conditions of this Guarantee or to
exercise any option herein contained shall not be construed as a waiver or
relinquishment for the future of any such provisions, covenants or conditions,
(ii) the acceptance of performance of anything required by this Guarantee to be
performed with knowledge of the breach or failure of a covenant, condition or
provision hereof shall not be deemed a waiver of such breach or failure and
(iii) no waiver by any party of one breach by another party shall be construed
as a waiver of any other or subsequent breach.

     

    K.           Counterparts. This
Guarantee may be executed simultaneously in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

    


    L.           Facsimile
Signatures.  Any signature which is delivered via facsimile
shall be deemed to be an original and have the same force and effect as if such
facsimile signature were the original thereof.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    M.           Binding upon Execution and
Delivery. No party to this Guarantee shall be bound hereby until fully
executed counterparts to this Guarantee have been executed by, and delivered to,
each party, or their respective attorneys, by all other parties or their
respective attorneys.

    


    N.           Construction.  Each
of the parties hereto hereby further acknowledges and agrees that (i) each has
been advised by counsel during the course of negotiations and (ii) each counsel
has had significant input in the development of this Guarantee and (iii) this
Guarantee shall not, therefore, be construed more strictly against any party
responsible for its drafting regardless of any presumption or rule requiring
construction against the party whose attorney drafted this
Guarantee.

    


    O.           Modifications.  This
Guarantee may not be changed, modified, extended, terminated or discharged
orally, except by a written agreement specifically referring to this Guarantee
which is signed by all of the parties to this Guarantee.

    


    
      
        	
                UV
      Flu Technologies, Inc.

              
	 
      	 
      
	
                By:

              	
                /s/ Jack J. Lennon

              
	 
      	
                Jack
      J. Lennon, President

              


      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    Exhibit
A


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    CONSULTING
AGREEMENT

    


    This
CONSULTING AGREEMENT (this “Agreement”), dated as of the 24th day of
January, 2011 by RxAir Industries, LLC, with an address of 12225 Greenville Ave,
Ste 700, Dallas, Texas, 75243 (the “Company”) and Bridgepoint Partners, LLC, a
Limited Liability Corporation, with an address at 6119 Greenville Ave, Ste 219,
Dallas, TX 75206 (the “Consultant”; the Company and Consultant are hereinafter
jointly referred to as, the “Parties”).

     

    WITNESSETH:

    


    WHEREAS, the Company is a
manufacturer of air purification systems;

    


    WHEREAS, the Company and the
Consultant desire to enter into an agreement, for the Consultant to provide
advisory and consulting services to RxAir on an “as needed” basis pursuant to
the terms and conditions of this Agreement, which shall be guaranteed by UV Flu
Technologies, Inc., a Nevada Corporation, having an address of 411 Main St.,
Bldg 5, Yarmouthport, MA, 02675 , as more fully described in Article “10” of
this Agreement.

    


    NOW, THEREFORE, in
consideration of the foregoing recitals, which shall be considered an integral
part of this Agreement, the mutual covenants and agreements of the parties
hereinafter set forth, and for other good and valuable consideration, the
receipt, sufficiency and adequacy of which is hereby
acknowledged,


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    IT IS AGREED:

    


    1.           Recitals.  The
parties hereto adopt as part of this Agreement each of the recitals which is set
forth in the WHEREAS clauses, and agree that such recitals shall be binding upon
the Parties hereto by way of contract and not merely by way of recital or
inducement.  Such WHEREAS clauses are hereby confirmed and ratified as
being true and accurate by each Party to this Agreement.

    


    2.           Engagement.  Pursuant
to the terms and conditions which are hereinafter set forth, the Company hereby
retains the Consultant as an advisor and consultant to the Company and its
affiliated entities.

    


    3.           Services.  The
Consultant shall be available to devote such time, attention and energies to the
business of the Company as requested by the Company and determined based upon
mutual agreement, up to a maximum of eight (8) hours per week, which shall
include all time expended by the Consultant on behalf of the Company, regardless
of whether such time is expended at the Company’s premises or
elsewhere.

    


    4.           Term.

     

    A.   The
term of this Agreement (the “Term”) shall commence as of the 19th
day of January, 2011 (the “Commencement Date”) and shall continue for twelve
(12) months until July 19th, 2012, unless or until terminated as set forth in
Paragraph “B” of this Article “4” of this Agreement.


    
      
         


      

      
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    B.    The
Term and the Consultant’s provision of services shall automatically terminate
upon the date of death of the Consultant and the Company shall have the right to
terminate the Consultant’s provision of services for Cause (as defined in
Article “7” of this Agreement). 

    


    5.           Compensation.

     

    A.    The
Company agrees to pay, and the Consultant agrees to accept, compensation (the
“Compensation) as outlined in Table 5.1 below, which is, payable to the
Consultant within three (3) business days from the date the payment is due, the
(“Payment Date”).  If the Company does not pay to the Consultant the
Compensation within three (3) business days from the Payment Date, then the
Consultant is entitled to a late fee equal to ten (10%) of the Compensation due
(the “Late Fee”) and thereafter will accrue interest at eighteen (18%) percent
per annum All
computations of interest shall be made on the basis of a 360-day year for actual
days elapsed.

     

    B.   The
Consultant has the right, in its sole and absolute discretion, to provide
written demand via email (“Written Demand”), at jjlennon@comcast.net.com or
other email address as provided by the Company, four (4) business days after any
Payment Date, whereas Compensation or Late Fee are due, payment via Common
Shares of UV at a conversion price equal to 50% of the average Closing Bid Price
of the five (5) Trading Days prior to the Written Demand (the “Consulting
Shares”).  UV agrees to register all of the Consulting Shares via Form
S-8 with the Securities and Exchange Commission within five (5) business days
from receipt of Written Demand.  The Company shall pay Consultant as a
1099 contractor, and shall not deduct from Consultant’s compensation any
federal, state or local taxes.


    
      
         


      

      
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    C.   (“Closing Bid Price”)
means the closing bid price of the Company’s Common Stock on the “OTCBB” trading
market or on the principal securities exchange or other securities market on
which the Common Stock is then being traded, as reported by, or based upon data
reported by, the National Quotation Bureau, Inc. or Bloomberg L.P. or an
equivalent reliable reporting service (“Bloomberg”), or, if no closing bid price
is reported for such security, then the last closing trade price of such
security as reported by Bloomberg.

    


    Table
5.1

    


    
      
        
          
            	
                    Payment Date

                  	 	
                    Compensation

                  	 	
                    Payment Date

                  	 	
                    Compensation

                  	 
	
                    February
      1st,
      2011

                  	 	$	10,000	 	
                    August
      1st,
      2011

                  	 	$	3,000	 
	
                    March
      1st,
      2011

                  	 	$	3,000	 	
                    September
      1st,
      2011

                  	 	$	3,000	 
	
                    April
      1st,
      2011

                  	 	$	3,000	 	
                    October
      1st,
      2011

                  	 	$	3,000	 
	
                    May
      1st,
      2011

                  	 	$	3,000	 	
                    November
      1st,
      2011

                  	 	$	3,000	 
	
                    June
      1st,
      2011

                  	 	$	3,000	 	
                    December
      1st,
      2011

                  	 	$	3,000	 
	
                    July
      1st,
      2011

                  	 	$	3,000	 	
                    January
      1st,
      2012

                  	 	$	3,000	 
	 
      	 	 	 	 	
                    February
      1st,
      2012

                  	 	$	3,000	 


          

        

      

    

    


    6.           Benefits.  DELETED.  NOT
APPLICABLE.


    
      
         


      

      
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    7.           Cause.  For
purposes of this Agreement, the term “Cause” shall be limited to: (i) the
Consultant’s conviction of a felony; or (ii) the Consultant’s embezzlement of
Company property.  The Company may terminate this Agreement and the
Consultant's provision of services to the Company for Cause upon written notice
to the Consultant pursuant to Paragraph “C” of Article “11” of this Agreement,
which notice shall state the cause for termination and the date of termination
which, at the Company’s election, may be effective immediately.  Such
termination of the Consultant’s provision of services to the Company shall not
constitute a breach of this Agreement by the Company, and the Company’s sole
obligation to the Consultant shall be to pay the Consultant the amount of any
compensation and provide any benefits then due to the Consultant through the
date of termination.  The issue of “Cause”, if contested by the
Consultant, is subject to arbitration in accordance with Paragraph “D” of
Article “11” of this Agreement, provided however, that the Consultant shall not
remain in the employ of the Company during the period such proceeding is
pending, and if a determination is made in the Consultant’s favor, the Company
shall reinstate this Agreement through the end of the Term set forth in Article
“4” of this Agreement and the Consultant shall be entitled to the amount of any
unpaid compensation and benefits due to the Consultant from the date of
termination through the date this Agreement is reinstated.

    


    8.           Representations, Warrants
and Covenants of the Consultant.  To induce the Company to
enter into this Agreement and to consummate the transactions contemplated by
this Agreement, the Consultant represents, warrants and covenants to the Company
as follows:

    


    A.   Consultant
has the full right, power and legal capacity to enter into this Agreement and to
consummate the transactions contemplated hereby.  This Agreement is
valid and binding upon the Consultant and enforceable against it in accordance
with its terms.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    B.   The
performance of this Agreement by Consultant in accordance with its terms shall
not result in any breach of, or constitute a default under, or result in the
imposition of any lien or encumbrance upon any of his property or cause an
acceleration under any arrangement, agreement or other instrument to which he is
a party, whether jointly or severally, or by which any of his assets are
bound.

    


    C.   Consultant
has neither entered into, nor is subject to, any agreement, including, but not
limited, to any employment, non-compete, confidentiality or work product
agreement which would (i) prohibit the execution of this Agreement, (ii)
prohibit his provision of services to the Company, or (iii) affect any of the
provisions of, or his obligations pursuant to, this Agreement.

    


    D.   The
execution, delivery and performance of this Agreement in accordance with its
terms does not and will not require the consent, authorization or approval of
any governmental agency or authority.

    


    E.   It
shall not be a defense to a suit against him for damages for any
misrepresentation or breach of covenant or warranty by another party hereto that
such party knew or had reason to know that any covenant, representation or
warranty in this Agreement or furnished or to be furnished to such party
contained untrue statements.

    


    F.   No
representation or warranty of Consultant which is contained in this Agreement,
or in a writing furnished or to be furnished pursuant to this Agreement,
contains or shall contain any untrue statement of a material fact, or omits or
shall omit to state any material fact which is required to make the statements
which are contained herein or therein, in light of the circumstances under which
they were made, not misleading.  There is no material fact relating to
his business affairs, condition (financial or otherwise) or prospects which
would materially adversely affect same or which would materially adversely
affect the Consultant’s performance of any duties or obligations under this
Agreement which has
not been disclosed to the other parties hereto.


    
      
         


      

      
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    G.    The
representations, warranties and covenants made herein shall survive throughout
the Term of this Agreement, it being agreed and understood that each of such
representations, warranties and covenants is of the essence of this Agreement
and the same shall be binding upon him and inure to the Company, its successors
and assigns.

    


    9.           Representations, Warrants
and Covenants of the Company.  To induce the Consultant to
enter into this Agreement and to consummate the transactions contemplated by
this Agreement, the Company represents, warrants and covenants to the Consultant
as follows:

    


    A.   It
is a corporation duly organized, validly existing and in good standing pursuant
to the laws of Nevada, with all of the requisite power and authority to carry on
its business as presently conducted in all jurisdictions where presently
conducted, to enter into this Agreement and to consummate the transactions set
forth in this Agreement.


    
      
         


      

      
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    B.    It
has the full authority, right, power and legal capacity to enter into this
Agreement and to consummate the transactions contemplated herein.  The
execution of this Agreement by it and its delivery to the Consultant, and the
consummation by it of the transactions which are contemplated herein have been
duly approved and authorized by all necessary action by its Board of Directors
and no further authorization shall be necessary on its part for the performance
and consummation by it of the transactions which are contemplated by this
Agreement.  This Agreement constitutes its legal, valid and binding
obligation and is enforceable as to it in accordance with the terms hereof,
subject to the enforcement of remedies by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other laws affecting
creditors’ rights generally and by generally applicable equitable principles,
whether considered in an action at law or in equity.

    


    C.    The
performance of this Agreement by it in accordance with its terms shall not
result in any breach of, or constitute a default under, or result in the
imposition of any lien or encumbrance upon any of its property or cause an
acceleration under any arrangement, agreement or other instrument to which it is
a party, whether jointly or severally, or by which any of its assets are
bound.

     

    D.   The
execution, delivery and performance of this Agreement in accordance with its
terms does not and will not require the consent, authorization or approval of
any governmental agency or authority.

    


    E.    It
has neither entered into, nor is subject to, any agreement which would (i)
prohibit the execution of this Agreement, (ii) prohibit its receipt of services
from the Consultant, or (iii) affect any of the provisions of, or its
obligations pursuant to, this Agreement.


    
      
         


      

      
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    F.   No
representation or warranty by it which is contained in this Agreement, or in a
writing furnished or to be furnished pursuant to this Agreement, contains or
shall contain any untrue statement of a material fact, or omits or shall omit to
state any material fact which is required to make the statements which are
contained herein or therein, in light of the circumstances under which they were
made, not misleading.  There is no material fact relating to its
business, affairs, operations, conditions (financial or otherwise) or prospects
which would materially adversely affect same or which would materially adversely
affect the Company’s performance of any duties or obligations under this
Agreement which has
not been disclosed to the other parties hereto.

    


    G.   It
shall not be a defense to a suit against it for damages for any
misrepresentation or breach of covenant or warranty by another party hereto that
such party knew or had reason to know that any covenant, representation or
warranty in this Agreement or furnished or to be furnished to such party
contained untrue statements.

    


    H.   The
representations, warranties and covenants made herein shall survive throughout
the Term of this Agreement, it being agreed and understood that each of such
representations, warranties and covenants is of the essence of this Agreement
and the same shall be binding upon it and inure to the Consultant, his
successors and assigns.

    


    10.           Guarantee.   This
Agreement is guaranteed by UV and pursuant to the terms of a Guarantee in the
form annexed hereto and made a part hereof as Exhibit “A”, which shall be
executed by UV simultaneously with the execution of this
Agreement.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    11.           Miscellaneous.

     

    A.           Headings. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.

     

    B.           Enforceability.  If
any provision which is contained in this Agreement should, for any reason, be
held to be invalid or unenforceable in any respect under the laws of any
jurisdiction, such invalidity or unenforceability shall not affect any other
provision of this Agreement.  Instead, this Agreement shall be
construed as if such invalid or unenforceable provisions had not been contained
herein

    


    C.           Notices.  Any
notice or other communication required or permitted hereunder must be in writing
and sent by either (i) mail by (a) certified mail, postage prepaid, return
receipt requested and (b) first class mail, (ii) overnight delivery with
confirmation of delivery or (iii) facsimile transmission with an original mailed
by first class mail, postage prepaid, addressed as follows:

    


    
      	
              To
      the Company:

            	
              RxAir
      Industries, LLC.

            
	 
      	
              12225
      Greenville Avenue, Suite 700,

            
	 
      	
              Dallas, Texas,
      75243

            
	 
      	
              Attn.:
      Jack J. Lennon

            
	 
      	
              Facsimile
      No.: (972) 233-0533

            
	 
      	 
      
	
              Copy
      to:

            	
              Greenberg
      Traurig, LLP

            
	 
      	
              1201
      K Street, Suite 1100

            
	 
      	
              Sacramento,
      CA 95814

            
	 
      	
              Attn:
      Mark Lee

            
	 
      	
              Tel
      916.442.1111

            
	 
      	 
      
	
              To
      Consultant:

            	
              Bridgepoint
      Partners, LLC

            
	 
      	
              6119
      Greenville Ave, Ste 219

            
	 
      	
              Dallas,
      Texas 75206

            
	 
      	
              Attn:
      Bryan A. Scott

            
	 
      	
              Facsimile
      No.: (972) 829-3212

            
	 
      	 
      
	
              Copy
      to:

            	
              Mintz
      & Fraade, P.C.

            
	 
      	
              488
      Madison Avenue

            
	 
      	
              New
      York, New York 10022

            
	 
      	
              Attn.:
      Frederick M. Mintz, Esq.

            
	 
      	
              Facsimile
      No.: (212) 486-0701

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    or in
each case to such other address and facsimile number as shall have last been
furnished by like notice.  If all of the methods of notice set forth
in this Paragraph “C” of this Article “11” of this Agreement are impossible for
any reason, notice shall be in writing and personally delivered to the aforesaid
addresses.  Each notice or communication shall be deemed to have been
given as of the date so mailed or delivered as the case may be; provided,
however, that any notice sent by facsimile  shall be deemed to have
been given as of the date so sent if a copy thereof is also mailed by first
class mail on the date sent by facsimile, if the date of mailing is not the same
as the date of sending by facsimile, then the date of mailing by first class
mail shall be deemed to be the date upon which notice is given; provided
further, however, that any notice sent by overnight delivery shall be deemed to
have been given as of the date of delivery.
 

    (D)           Governing
Law; Disputes.   The Parties agree that this Agreement shall in
all respects be construed, governed, applied and enforced in accordance with the
laws of the State of New York and be deemed to be an agreement entered into in
the State of New York and made pursuant to the laws of the State of New York,
without giving effect to the principles of conflicts of law.  The
Parties agree that they shall be deemed to have agreed to binding arbitration
with respect to the entire subject matter of any and all disputes relating to or
arising under this Agreement including, but not limited to, the specific matters
or disputes as to which arbitration has been expressly provided for by other
provisions of this Agreement and that any such arbitration shall be commenced
exclusively in New York, New York.  Any such arbitration shall be by a
panel of three arbitrators and (x) pursuant to the commercial rules then
existing of the American Arbitration Association in the State of New York,
County of New York, if commenced by the Company, and (y) pursuant to the
commercial rules then existing of the American Arbitration Association in the
State of Texas, if commenced by the Consultant.  In all arbitrations,
judgment upon the arbitration award may be entered in any court having
jurisdiction.  The Parties specifically and exclusively designate the
courts in the City of New York, State of New York.  If the arbitration
was commenced by the Company, the Parties hereby consent to and submit to the
exclusive jurisdiction of the courts of the State of New York in any action or
proceeding and submit to personal jurisdiction over each of them by such courts
with respect to the confirmation and entry of judgment of any arbitration
award.  If the arbitration was commenced by the Consultant, the
Parties hereby consent to and submit to the exclusive jurisdiction of the courts
of the State of Texas in any action or proceeding and submit to personal
jurisdiction over each of them by such courts with respect to the confirmation
and entry of judgment of any arbitration award.  The Parties hereby
waive personal service of any and all process and specifically consent that in
any such action or proceeding brought in the courts of the State of New York
with respect to an arbitration commenced by the Company, or the State of Texas
with respect to an arbitration commenced by the Consultant, any service of
process may be effectuated upon any of them by certified mail, return receipt
requested, in accordance with Paragraph “(C)” of this Article “11” of this
Agreement.  Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law.


    
      
         


      

      
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    The
Parties agree, further, that the prevailing party in any such arbitration as
determined by the arbitrators shall be entitled to such costs and attorney's
fees, if any, in connection with such arbitration as may be awarded by the
arbitrators.  In connection with the arbitrators’ determination for
the purpose of which party, if any, is the prevailing party, they shall take
into account all of the factors and circumstances including, without limitation,
the relief sought, and by whom, and the relief, if any, awarded, and to
whom.  In addition, and notwithstanding the foregoing sentence, a
party shall not be deemed to be the prevailing party in a claim seeking monetary
damages, unless the amount of the arbitration award exceeds the amount offered
in a legally binding writing by the other party by fifteen percent (15%) or
more.  For example, if the party initiating arbitration (“A”) seeks an
award of $100,000 plus costs and expenses, the other party (“B”) has offered A
$50,000 in a legally binding written offer prior to the commencement of the
arbitration proceeding, and the arbitration panel awards any amount less than
$57,500 to A, the panel should determine that B has “prevailed”.

    


    The
arbitration panel shall have no power to award non-monetary or equitable relief
of any sort.  It shall also have no power to award (i) damages
inconsistent with any applicable agreement between the parties or (ii) punitive
damages or any other damages not measured by the prevailing party’s actual
damages; and the parties expressly waive their right to obtain such damages in
arbitration or in any other forum.  In no event, even if any other
portion of these provisions is held invalid or unenforceable, shall the
arbitration panel have power to make an award or impose a remedy which could not
be made or imposed by a court deciding the matter in the same
jurisdiction.

    


    Discovery
shall be permitted in connection with the arbitration only to the extent, if
any, expressly authorized by the arbitration panel upon a showing of substantial
need by the party seeking discovery.


    
      
         


      

      
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    All
aspects of the arbitration shall be treated as confidential.  The
Parties and the arbitration panel may disclose the existence, content or results
of the arbitration only as provided in the rules of the American Arbitration
Association in New York, New York.

    


    (E)           Expenses.  Each
party to this Agreement shall bear and pay its own costs and expenses incurred
in connection with the execution and delivery of this Agreement and the
transactions set forth in this Agreement.

    


    (F)           Entire
Agreement.  This Agreement and all documents and instruments referred
to herein (i) constitute the entire agreement and supersede all prior and
contemporaneous agreements and understandings, excluding any agreements which
are referred to herein and made a part hereof, both written and oral, among the
parties with respect to the subject matter hereof and thereof, and (ii) are not
intended to confer upon any person other than the parties hereto any rights or
remedies hereunder.  Each party to this Agreement agrees that, except
for the representations and warranties contained in this Agreement, neither
party makes any other representations or warranties, and each hereby disclaims
any other representations and warranties made by itself or any of its officers,
directors, employees, agents, financial and legal advisors or other
representatives, with respect to the execution and delivery of this Agreement or
the transactions contemplated hereby, notwithstanding the delivery or disclosure
of any documentation or other information with respect to any one or more of the
foregoing.


    
      
         


      

      
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    (G)           Confidentiality.  The
Parties agree that the terms of this Agreement are confidential and they shall
not make public disclosure of the terms of this Agreement, except: (i) as may be
required by law, (ii) in connection with litigation or other legal proceeding
against a party, (iii) by judicial or other compulsory process, (iv) by any
regulatory agency, or (v) as may be required in connection with the Company’s
parent company, UV Flu Technologies, Inc. (“UV”) obligations under federal
securities laws and pursuant to Exchange or listing requirements, including, but
not limited to, UV’s disclosure obligations as a listed company on OTC
Markets.  If either party intends to make a disclosure of the terms of
this Agreement as required by law, by judicial or other compulsory process, by
any regulatory agency, or as may be required in connection with UV’s obligations
under federal securities laws, such party shall notify the other party, if
feasible, in advance of any such disclosure.    The Parties
agree that the terms of this Paragraph “G” of this Article “11” of this
Agreement regarding confidentiality are not material to this Agreement and any
breach of this paragraph shall not be considered a material breach of this
Agreement.  In the event of such a breach of this Paragraph “G” of
this Article “11” of this Agreement, the non-breaching party shall only be
entitled to injunctive relief and/or monetary damages for actual harms caused by
the breach.

    


    H.          No Assignment.
Consultant hereby agrees that Consultant’s rights under this Agreement shall not
be transferred or assigned to anyone without the prior written consent of the
Company.

    


    I.           Further
Assurances.  The Parties agree to execute any and all such
other further instruments and documents, and to take any and all such further
actions which are reasonably required to effectuate this Agreement and the
intents and purposes hereof.


    
      
         


      

      
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    J.           Non-Waiver.  Except
as otherwise expressly provided herein, no waiver of any covenant, condition, or
provision of this Agreement shall be deemed to have been made unless expressly
in writing and signed by the party against whom such waiver is charged; and (i)
the failure of any party to insist in any one or more cases upon the performance
of any of the provisions, covenants or conditions of this Agreement or to
exercise any option herein contained shall not be construed as a waiver or
relinquishment for the future of any such provisions, covenants or conditions,
(ii) the acceptance of performance of anything required by this Agreement to be
performed with knowledge of the breach or failure of a covenant, condition or
provision hereof shall not be deemed a waiver of such breach or failure and
(iii) no waiver by any party of one breach by another party shall be construed
as a waiver of any other or subsequent breach.

    


    K.           Counterparts. This
Agreement may be executed simultaneously in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

    


    L.           Facsimile
Signatures.  Any signature which is delivered via facsimile
shall be deemed to be an original and have the same force and effect as if such
facsimile signature were the original thereof.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    M.           Binding upon Execution and
Delivery. No party to this Agreement shall be bound hereby until fully
executed counterparts to this Agreement have been executed by, and delivered to,
each party, or their respective attorneys, by all other parties or their
respective attorneys.

    


    N.           Construction.  Each
of the parties hereto hereby further acknowledges and agrees that (i) each has
been advised by counsel during the course of negotiations and (ii) each counsel
has had significant input in the development of this Agreement and (iii) this
Agreement shall not, therefore, be construed more strictly against any party
responsible for its drafting regardless of any presumption or rule requiring
construction against the party whose attorney drafted this
Agreement.

    


    O.           Modifications.  This
Agreement may not be changed, modified, extended, terminated or discharged
orally, except by a written agreement specifically referring to this Agreement
which is signed by all of the parties to this Agreement.

    


    IN WITNESS WHEREOF, the
parties to this Agreement have set their hands and seals or caused these
presents to be signed of the day and year first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	Bridgepoint
      Partners, LLC
	 	 
	
                                By:

                              	
                                /s/
      Bryan A. Scott

                              
	
                                Bryan
      A. Scott, President

                              
	 
      	 
      
	
                                RxAir
      Industries, LLC

                              
	 
      	 
      
	
                                By:

                              	
                                /s/
      John J. Lennon

                              
	 	

                                John
      J. Lennon,
President

                              


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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