Unassociated Document


    FIRST
AMENDMENT TO

    STOCK
PURCHASE AGREEMENT

    


    THIS FIRST AMENDMENT TO STOCK PURCHASE
AGREEMENT (the “First
Amendment”) is made and entered into this 25th day
of March, 2009 (the “Effective Date”), by
and between Water Science, LLC, a Delaware limited liability company
(“Water
Science”) and EAU Technologies, Inc., a Delaware corporation (the
“Corporation”).

    


    WITNESETH:

     

    WHEREAS, the Corporation and Water
Science, and Water Science executed and delivered that certain Stock
Purchase Agreement, dated October 6, 2008 (the “Stock Purchase
Agreement”), pursuant to which Water Science agreed to purchase from the
Corporation, and Corporation agreed to sell to Water Science, a total of
2,500,000 shares of the Common Stock of the Corporation at a purchase price of
$1.00; and

    


    WHEREAS, the Corporation and Water
Science desire to amend the Stock Purchase Agreement to modify the payment
schedule to the payment of the Purchased Shares.

    


    NOW, THEREFORE, in consideration of the
mutual covenants and agreements herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

    


    1.           Amendment.  Section
2 of the Stock Purchase Agreement is hereby amended by changing the payment
dates for the Purchased Shares for the payments due on February 16,
2009, March 16, 2009 and April 15, 2009 as follows:

    


    
      	
              Payment
      Date

            	
              Purchase
      Price

            	
              Purchased
      Shares

            
	
              April
      15th,  2009

            	
              $250,000

            	
              250,000
      shares

            
	
              May
      15th,
      2009

            	
              $250,000

            	
              250,000
      shares

            
	
              June
      15th,
      2009

            	
              $250,000

            	
              250,000
      shares

            
	
              July
      15th,
      2009

            	
              $200,000

            	
              200,000
      shares

            


    

    


    2.           Miscellaneous.

    


    (a)           All
capitalized terms not otherwise defined herein shall have the meanings assigned
to them in the Stock Purchase Agreement.

    


    (b)           Except
as expressly set forth in this First Amendment, the Stock Purchase Agreement
shall remain unchanged and unmodified and in full force and effect.

    


    (c)           This
First Amendment may be executed in multiple counterparts, all of which shall
together be considered one and the same agreement.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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    IN WITNESS WHEREOF, the
parties have executed and delivered this Stock Purchase Agreement on the date
first written above.

     

     

    
      
        	 	CORPORATION:	 
	 	 	 
	 	EAU
      TECHNOLOGIES, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Wade
      R. Bradley	 
	 	 	
                Wade
      R. Bradley

                Chief
      Executive Officer

              	 


      


       

      
        
          	 	WATER SCIENCE,
      LLC:	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Peter
      F. Ullrich	 
	 	 	
                  

                    Peter
      F. Ullrich, Manager

                  

                	 


        



      
        
          
          

        

        
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