**MARTI**


**Metals
      & Arsenic Removal Technology, Inc.**


**Clean
      Water Technology**





July
      14,
      2006





Jay
      Sargeant


Essentially
      Yours Industries, Inc.


7865
      Edmonds Street


Burnaby,
      BC V3N 1B9


Canada





Dear
      Jay,





As
      discussed on Tuesday, I want to confirm that Hydroflo, Inc. has transferred
      the
      worldwide license for ARTI-64 to its portfolio company, Metals & Arsenic
      Removal Technology, Inc. (MARTI).





MARTI
      has
      authorized Markus Group to utilize ARTI-64 in the production of Code Blue
      Products.





MARTI
      also grants the non-exclusive, no-transferable right to use ARTI-64 to
      Essentially Yours Industries, Inc., to be used solely for the production of
      Code
      Blue filtration cartridges, should in the unlikely event, either MARTI or Markus
      Group becomes unable to continue to product Code Blue products for
      EYI.





Sincerely,




/s/
                Paul OglePaul
                Ogle, Sr.
              Executive
                VP & General Manager
              MARTI,
                Inc.
              2503
                Reliance Ave.
              Apex,
                NC 27539







**2503
      Reliance Avenue, Apex, NC 27539 Phone: (919) 335-1222 Fax: (919) 355-1220** **MARTI**









**Clean
      Water Technology**





Metals
      & Arsenic Removal Technology, Inc.





July
      12,
      2006





Jay
      Sargeant


Essentially
      Yours Industries, Inc.


7865
      Edmonds Street


Burnaby,
      BC V3N 1B9


Canada





Dear
      Jay,





Pursuant
      to our recent conversation, and recent events at MARTI, I would like to confirm
      MARTI's agreement with Mark Boone and the Markus Group. MARTI has transferred
      a
      portion of existing inventory currently stored at Source 1 to Markus Group
      in
      order to expedite completion of your current purchase order and in consideration
      of monies owed to Markus group.





Markus
      Group acknowledges and accepts the transfer of merchandise, and the obligations
      inherent in agreements between MARTI and EYI. Markus Group will, in return
      fulfill the existing EYI PO 11055, consisting of 4998 code Blue Systems, and
      1512 replacement filter three packs.





MARTI
      acknowledges the receipt of the first one-third payment pertaining to PO 11055,
      and has assigned a receivable consisting of the remaining two-thirds of PO
      11055
      to Markus Group. Instructions have been given to Source 1 to complete the
      transfer of G4 filters into 4998 Code Blue pitchers, with an anticipated
      completion date of July 21, 2006. Upon completion, this portion of PO 11055
      will
      be transferred into the EYI Inventory at Source 1.





The
      replacement filter portion of PO 11055 will be put into production immediately
      at the manufacturing facility in Nanjing, and a delivery date prior to September
      1, 2006 will be provided to EYI.





As
      MARTI's agent, Markus Group is authorized to the use of its proprietary compound
      ARTI-64, for use in the production of Code Blue products. As separate document
      authorizing EYI its continued use of ARTI-64 will be prepared and delivered
      to
      EYI, securing their continued right to use ARTI-64, in the unlikely event that
      either MARTI or Markus Group should become unable to fulfill their obligations
      to manufacture Code Blue products.





Both
      parties, MARTI & Markus Group, have received a copy of this letter and each
      acknowledges and agrees to the contents of this letter, as witnessed by the
      signatures below.





Sincerely,


/s/
                Paul OglePaul
                  Ogle, Sr.
                MARTI,
                  Inc.





/s/
                Paul Ogle
            
            
            /s/ Mark P. BoonePaul
                    Ogle
                  MARTI
                  Date:
                    7-14-06
            
            
            Mark Boone
              Markus Group
              Date:
                7-14-06







**2503
      Reliance Avenue, Apex, NC 27539 Phone: (919) 335-1222 Fax: (919)
      355-1220**