THIS
THIRD AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AND THE
SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS THE SECURITIES HAVE BEEN REGISTERED UNDER SUCH ACT AND ALL
SUCH OTHER APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.





THIRD
AMENDED AND RESTATED


SENIOR
SECURED CONVERTIBLE PROMISSORY NOTE





October
      21, 2010
            $3,000,000





WHEREAS, EAU Technologies, Inc., a
Delaware corporation (the “Company”), executed
and delivered that certain $3 million Senior Secured Convertible Promissory Note
(the “Original
Note”) dated September 5, 2005 for the benefit of Water Science, LLC, a
Florida limited liability company (“Holder”), as amended
by that certain Amended and Restated Senior Secured Convertible Promissory Note
dated May 8, 2008, that certain Second Amended and Restated Senior Secured
Convertible Promissory Note dated October 6, 2008, that certain First Amendment
to Second Amended and Restated Senior Secured Convertible Promissory Note dated
March 10, 2009 and that certain Second Amendment to Second Amended and Restated
Senior Secured Convertible Promissory Note dated August 27, 2009 (collectively,
the “Amended
Note”); and





WHEREAS, in connection with that
certain Senior Secured Convertible Promissory Note, dated of even date herewith,
in the principal amount of $1,200,000 made by the Company for the benefit of
Holder (the “New
Note”), the Company and Holder desire to amend and restate the Amended
Note to extend the Maturity Date (as defined below) and delete certain
anti-dilution protections with respect to the Common Stock (as defined below)
issuable upon conversion of this Note (as defined below) as set forth
herein.





FOR VALUE RECEIVED, the Company hereby
promises to pay to the order of Holder, the principal amount of Three Million
Dollars ($3,000,000), together with all other amounts due and owing hereunder
including interest on the unpaid principal balance hereof outstanding from time
to time, from and including September 16, 2005 until and including the date the
principal amount hereof is paid in full, at the rate and at the times set forth
in Section
2.





1.           Definitions.  For purposes of
this Note, the following capitalized terms have the following
meanings:





“Affiliate” means with
respect to any Person, any other Person (i) which directly or indirectly through
one or more intermediaries Controls, or is Controlled by, or is under common
Control with, such first Person, (ii) which beneficially owns or holds ten
percent (10%) or more of any class of the voting stock of such first Person, or
(iii) whereby ten percent (10%) or more of the voting stock (or in the case of a
Person which is not a corporation, ten percent (10%) or more of the equity
interest) of such other Person is beneficially owned or held by such first
Person or by a Subsidiary of such first Person.








“Amended Note” shall
have the meaning provided in the Recitals herein.





“Business Day” means
any day other than (a) Saturday or Sunday or (b) any other day on which banks in
the State of New York are permitted or required to be closed.





“Collateral” shall
have the meaning set forth in the Security Agreement.





“Common Stock” means
the shares of the Company’s common stock, par value $0.0001 per
share.





“Common Stock
Equivalent” any securities convertible into or exchangeable for shares of
Common Stock, or the issuance of any warrants, options, subscription or purchase
rights with respect to such convertible or exchangeable securities.





“Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, and the terms “Controlling” and
“Controlled”
(and the lower-case versions of the same) shall have meanings correlative
thereto.





“Conversion Price”
shall have the meaning set forth in Section
7(a).





“Debt”
means:  (i) indebtedness or liability for borrowed money, or for the
deferred purchase price of property or services (including trade accounts
payable); (ii) obligations as lessee under capital leases categorized as such in
accordance with GAAP; (iii) obligations under letters of credit issued for the
account of any Person; (iv) all obligations arising under bankers’ acceptance
facilities; (v) all guaranties, endorsements (other than for collection or
deposit in the ordinary course of business), and other contingent obligations to
purchase, to provide funds for payment, to supply funds to invest in any Person,
or otherwise to assure a creditor against loss; and (vi) obligations secured by
any Lien on property owned by the Person, whether or not the obligations have
been assumed.





“Event of Default”
shall have the meaning set forth in Section
6(a).





“GAAP” means generally
accepted accounting principles in the United States set forth in
the  opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.


2





“Governmental
Approval” means any authorization, consent, approval, license, franchise,
concession, lease, ruling, permit, certification, exemption, filing or
registration by or with any Governmental Authority or legal or administrative
body material and necessary for the authority of the Company to conduct its
business, the execution and delivery of this Note, the Subscription Agreement or
the Security Agreement, or the creation and perfection of the Liens contemplated
thereby.





“Governmental
Authority” means any nation or government, any state or other political
subdivision thereof, and any entity exercising executive, legislative, judicial,
regulatory or administrative authority or functions of or pertaining to
government.





“Interest Rate” shall
have the meaning set forth in Section
2(a).





“License and Distribution
Agreement” means the Amended and Restated License and Distribution
Agreement between the Company and Holder entered into on May 1,
2006.





“Lien” means any
security interest, mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), claim or other priority or
preferential arrangement of any kind or nature whatsoever.





“Material Adverse
Effect” means any event or action or lack thereof which would cause a
material adverse effect (i) on the business, prospects, operations or financial
condition of the Company, (ii) the Collateral or Holder’s Lien thereon, or (iii)
the Company’s ability to perform the Obligations.





“Maturity Date” shall
have the meaning set forth in Section
3(a).





“Note” means this
Third Amended and Restated Senior Secured Convertible Promissory
Note.





“Obligations” means
all obligations of the Company to Holder or any of Holder’s Subsidiaries
howsoever created, arising or evidenced, whether direct or indirect, joint or
several, absolute or contingent, or now or hereafter existing, or due or to
become due, which arise out of or in connection with this Note, the Subscription
Agreement or the Security Agreement and each other related document, including,
without limitation, all reasonable costs incurred by Holder in connection with
the enforcement of this Note.





“Person” means an
individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof.


3





“Representation
Default” shall have the meaning set forth in Section
6(a)(iv).





“Restructuring” shall
have the meaning set forth in Section
7(b)(viii).





“Security Agreement”
shall have the meaning set forth in Section
3(c).





“Subscription
Agreement” means the Subscription Agreement between the Company and
Holder entered into on September 16, 2005.





“Subsidiary” means,
with respect to any Person (herein referred to as the “parent”), any
corporation, partnership, association or other business entity (i) of which
securities or other ownership interests representing more than fifty percent
(50%) of the equity or more than fifty percent (50%) of the ordinary voting
power or more than fifty percent (50%) of the general partnership interests are,
at the time any determination is being made, owned, controlled or held by the
parent, or (ii) that is, at the time any determination is made, otherwise
Controlled by, the parent or one or more Subsidiaries of the parent or by the
parent and one or more Subsidiaries of the parent.





2.           Payment of
Interest.





(a)           Calculation.  Simple
interest shall accrue (computed on the basis of actual days elapsed and a year
of 360 days) at the rate of ten percent (10%) per annum on the unpaid principal
amount of this Note outstanding (such interest rate being referred to as the
“Interest
Rate”).





(b)           Payment and
Compounding.  Interest on the Note shall not compound
annually.  Interest on the Note shall be payable in full on the
Maturity Date.





3.           Payment of Principal on Note
and Security.





(a)           Maturity
Date.  The Company shall pay the principal amount outstanding
hereunder together with accrued and unpaid interest thereon and any other
amounts payable to Holder in respect of this Note on the earlier of (i) December
1, 2011, or (ii) the acceleration of the maturity of this Note by Holder
pursuant to Section
(6)(b)(i) (the earlier of such dates, the “Maturity Date”),
unless otherwise converted into Common Stock in accordance with Section
7.





(b)           Principal
Payments.  Except as otherwise expressly provided in Section (6)(b)(i)
hereof, the Company shall pay the principal amount of this Note, together with
all interest accrued thereon, on the Maturity Date.


4





(c)           Security
Agreement.  The Company’s obligations hereunder shall be
secured by that certain Security Agreement, between the Company and Holder,
dated as of September 16, 2005 (the “Security
Agreement”).





4.           Affirmative
Covenants.  So long as this
Note shall remain outstanding or any Obligations shall remain unpaid, the
Company shall:





(a)           Compliance with
Laws.  Comply in all material respects with applicable laws,
rules, regulations, and orders, such compliance to include, without limitation,
paying before the same become delinquent all taxes, assessments, and
governmental charges imposed upon it or upon its property except for good faith
contests for which adequate reserves are being maintained;





(b)           Information
Rights.  The Company will provide Holder any and all
information and reports as it may reasonably request from time to
time;





(c)           Notice of
Litigation.  Provide to Holder promptly after the commencement
thereof, notice of all material actions, suits, and proceedings before any court
or governmental entity, affecting the Company;





(d)           Notice of Defaults and
Events of Default.  Provide to Holder, as soon as possible and
in any event within three (3) Business Days after the occurrence of each event
which either (i) is an Event of Default, or (ii) with the giving of notice or
lapse of time or both would constitute an Event of Default, a written notice
setting forth the details of such event and the action which is proposed to be
taken by the Company with respect thereto;





(e)           Governmental
Approvals.  Promptly obtain and maintain all Governmental
Approvals as necessary for the operation of its business, except to the extent
any failure to obtain or maintain such Governmental Approvals would not
reasonably be expected to result in a Material Adverse Effect;





(f)           Insurance.  Maintain
in full force and effect at all times with reputable insurance companies, such
insurance of its material  properties, in such amounts and against
such risks and with such deductibles as a Person conducting a similar business
under similar conditions as the Company would customarily maintain;





(g)           Continuance of
Business.  Maintain its corporate existence and material
licenses in good standing under and in compliance with all applicable laws and
continue in operation in the business currently conducted by the Company;
and





(h)           Maintenance.  Conduct
its business in a prudent manner, keeping its material assets and properties in
good working order and condition and making all needful and proper repairs,
replacements and improvements thereof so that such business may be properly and
prudently conducted at all times.


5





5.           Negative
Covenants.  So long as this
Note shall remain outstanding or any Obligations shall remain unpaid, the
Company shall not, without the prior written consent of Holder, which consent
shall not be unreasonably withheld:





(a)          create
or suffer to exist any Lien on the Collateral;





(b)         grant
any rights to any other party with respect to any intellectual property of the
Company (except in the ordinary course of business consistent with prior
practice and not in violation of, or inconsistent with the grants of licenses or
other rights under the License and Distribution Agreement);





(c)          merge
or consolidate into another entity;





(d)          sell
or dispose of any material assets of the Company (except in the ordinary course
of business consistent with prior practice);





(e)          sell
or dispose all, or substantially all, assets of the Company;





(f)           establish
or acquire any Affiliate (except in the ordinary course of business) or merge or
spin off any Affiliate; or





(g)          amend
the Company’s Certificate of Incorporation in a manner which would impair or
otherwise adversely affect the rights of Holder hereunder.





6.           Events of
Default.





(a)           Definition.  For
purposes of this Note, an “Event of Default”
shall be deemed to have occurred if:





(i)           all
or any part of the principal of this Note is not paid when and as the same shall
become due and payable, whether at maturity or by acceleration;





(ii)          all
or any part of the interest on this Note is not paid when and as the same shall
become due and payable, whether at maturity or by acceleration, or any other
amount payable hereunder is not paid when due;





(iii)         a
default shall occur in the observance or performance in any of the other
obligation, affirmative or negative covenants or agreements of the Company
contained herein, in the Subscription Agreement, the License and Distribution
Agreement or in the Security Agreement after applicable cure periods provided
for therein have elapsed;





(iv)         any
representation, warranty or certification made by the Company herein or in any
certificate, report or other instrument or agreement delivered pursuant to any
provision hereof shall prove to have been false or incorrect in any material
respect on the date or dates as of which made (any such falsity being a “Representation
Default”);


6





(v)          any
improper use of the proceeds of this Note pursuant to Section 8
hereof;





(vi)         the
Company makes an assignment for the benefit of creditors or admits in writing
its inability to pay its debts generally as they become due; or an order,
judgment or decree is entered adjudicating the Company bankrupt or insolvent; or
any order for relief with respect to the Company is entered under the Federal
Bankruptcy Code; or the Company petitions or applies to any tribunal for the
appointment of a custodian, trustee, receiver or liquidator of the Company, or
of any substantial part of the assets of the Company, or commences any
proceeding relating to the Company under any bankruptcy reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of
any jurisdiction; or any such petition or application is filed, or any such
proceeding is commenced, against the Company and either (x) the Company by any
act indicates its approval thereof, consent thereto or acquiescence therein or
(y) such petition, application or proceeding is not dismissed within sixty (60)
days;





(vii)        the
Company shall have failed to pay money due under any other agreement or document
evidencing, securing or otherwise relating to Debt of the Company outstanding in
an aggregate principal amount greater than Five Hundred Thousand Dollars
($500,000) or there shall have occurred any other material default or event of
default by the Company under any such agreement, the effect of which is, after
the expiration of any cure periods provided for in the documentation evidencing
such Debt, to accelerate or permit the acceleration of the maturity of such
Debt;





(viii)       a
final judgment for the payment of money in excess of One Hundred Thousand
Dollars ($100,000) shall be rendered by a court of record against the Company,
and the Company does not (x) discharge the same or provide for its discharge in
accordance with its terms or (y) procure a stay of execution thereof, within
twenty (20) days from the date of entry thereof and within said period of twenty
(20) days, or such longer period during which execution of such judgment shall
have been stayed, appeal therefrom and cause the execution thereof to be stayed
during such appeal including, but not limited to, by providing adequate bond for
such judgment; or





(ix)         the
Company shall assert that the Security Agreement is invalid or unenforceable, in
whole or in part, or Holder shall cease to have a perfected first priority
security interest in any of the Collateral having a fair market value, in the
aggregate for all such collateral, in excess of Twenty Five Thousand Dollars
($25,000), other than Permitted Liens.




7




(b)           Consequences of Events of
Default.


(i)           If
an Event of Default of the type described in Section (6)(a)(vi)
has occurred, the aggregate principal amount of the Note (together with all
accrued interest thereon and all other Obligations) shall become immediately due
and payable without any action on the part of Holder, and the Company shall
immediately pay to Holder all such amounts.  In all other cases, when
any Event of Default has occurred and shall be continuing, the principal of this
Note and the interest accrued hereon will, upon written notice from Holder
(provided no further notice shall be required for Sections (6)(a)(i) and
(ii)), forthwith become and be due and payable, if not already due and
payable.  If payment of this Note is accelerated, then the outstanding
principal balance thereof shall bear interest at the Interest Rate from and
after the date of notice by the Company to Holder of the Event of
Default.  The Company agrees to pay to Holder all reasonable
out-of-pocket costs and expenses incurred by Holder in any effort to enforce the
Company’s obligations under this Note and pay interest at the Interest Rate on
such costs and expenses to the extent not paid when demanded.





(ii)          Holder
shall also have any other rights which Holder may have been afforded under any
contract or agreement at any time and any other rights which Holder may have
pursuant to applicable law.  Holder may exercise any and all of its
remedies under the Subscription Agreement or the Security Agreement
contemporaneously or separately from the exercise of any other remedies
hereunder or under applicable law.





(iii)         The
Company hereby waives diligence, presentment, protest and demand and notice of
protest and demand, dishonor and nonpayment of this Note, and expressly agrees
that this Note, or any payment hereunder, may be extended from time to time and
that Holder may accept security for this Note or release security for this Note,
all without in any way affecting the liability of the Company
hereunder.





7.           Conversion.





(a)           Optional Conversion
Right.  Until such time as all of the Obligations under this
Note are paid in full, Holder shall have the option, exercisable in its sole
discretion, to convert all or any portion of the outstanding principal and
interest due on this Note into shares of Common Stock at a price per share equal
to $1.00 per share (subject to the adjustments as set forth in Section 9 hereof)
(the “Conversion
Price”).





(b)           Conversion
Procedure.





(i)           Prior
to the conversion of this Note in accordance with this Section 7, the
Company shall take all necessary steps to ensure that such number of shares of
Common Stock as are issuable upon conversion of this Note are available for such
issuance.


8


(ii)          Any
such conversion of this Note shall be deemed to have been effected as of the
close of business on the date on which this Note was surrendered at the
principal office of the Company accompanied by a written conversion request
specifying the amount of principal, or principal and interest, to be converted.
At such time as such conversion has been effected, the rights of Holder as such
holder to the extent of the conversion shall cease, and Holder shall be deemed
to have become the holder of record of the shares of Common Stock represented
thereby.





(iii)         As
soon as possible after a conversion has been effected (but in any event within
five (5) business days), the Company shall deliver to Holder, a certificate or
certificates representing the number of shares of Common Stock (excluding any
fractional share) issuable by reason of such conversion in such name or names
and such denomination or denominations as Holder has specified to the Company in
writing.





(iv)         If
any fractional share of Common Stock would, except for the provisions hereof, be
deliverable upon conversion of this Note, the Company, in lieu of delivering
such fractional share, shall pay an amount equal to the value of such fractional
share.





(v)          The
issuance of certificates for the shares of Common Stock upon conversion of this
Note shall be made without charge to Holder for any issuance tax in respect
thereof or other cost incurred by the Company in connection with such conversion
and the related issuance of the shares of Common Stock.  Upon
conversion of this Note, the Company shall take all such actions as are
necessary in order to ensure that the shares of Common Stock issuable with
respect to such conversion shall be validly issued, fully paid and
nonassessable.





(vi)         The
Company shall not close its books against the transfer of the shares of Common
Stock issued or issuable upon conversion of this Note in any manner which
interferes with the timely conversion of this Note.  Holder, upon the
request of the Company, at the Company’s sole expense, shall assist and
cooperate with the Company in making any required governmental filings or in
obtaining any government approval prior to or in connection with the conversion
of this Note (including, without limitation, making any filings required to be
made by the Company).





(vii)        The
Company shall take all such actions as may be necessary to assure that all such
shares of Common Stock may be so issued without violation of any applicable law
or governmental regulation or any requirements of any domestic securities
exchange upon which shares of Common Stock may be listed (except for official
notice of issuance which shall be immediately delivered by the Company upon each
issuance).





(viii)       In
case of any recapitalization, reclassification or change of the outstanding
securities of the Company or of any reorganization of the Company or any similar
corporate reorganization on or after September 16, 2005 (a “Restructuring”), then
lawful and adequate provisions shall be made so that in each such case the
holder, upon conversion of this Note at any time after the consummation of such
Restructuring, shall be entitled to receive, in lieu of the shares or other
securities and property receivable upon conversion of this Note prior to such
Restructuring, the shares or other securities or property (including cash) to
which such holder would have been entitled upon such consummation if such holder
had converted the principal and interest due under this Note immediately prior
thereto, all subject to further adjustment as provided hereunder; and in each
such case, the terms of this Section 7 shall be
applicable to the shares or other securities properly receivable upon conversion
of the principal and interest due under this Note, as applicable, after the
consummation of such Restructuring.


9





(ix)          If
(A) the Company shall take a record of the holders of its shares of Common Stock
(or other securities at the time receivable upon the conversion of the Note) for
the purpose of entitling them to receive any dividend or other distribution, or
any right to subscribe for or purchase any securities, or to receive any other
right or otherwise proposes to make a dividend or distribution; (B) there is
proposed any capital reorganization of the Company, any reclassification of the
equity interests of the Company, any consolidation or merger of the Company with
or into another entity, or any conveyance of all or substantially all of the
assets of the Company to another entity; (C) any voluntary dissolution,
liquidation or winding-up of the Company; or (D) any redemption or conversion of
outstanding shares of Common Stock into any other type of securities then, and
in each such case, the Company will mail or cause to be mailed to Holder a
notice in accordance with Section 17
specifying, as the case may be, (I) the date on which a record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right, or (II) the date on which
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation, winding up, redemption or conversion is to take place,
and the time, if any is to be fixed, as of which the holders of record of the
shares of Common Stock (or at the time receivable upon the conversion of this
Note) shall be entitled to exchange their shares of Common Stock (or such other
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding up.  Such written notice shall be
given at least 30 days prior to the transaction in question and not less than 10
days prior to the record date in respect thereof.





(c)           Partial
Exercise.  Upon conversion of this Note, Holder shall be
entitled to receive a new note covering the portion of principal and interest
hereunder which shall not have been converted.





8.           Use of
Proceeds.





(a)           The
proceeds from this Note shall be used by the Company primarily for:





(i)           research
and development, marketing, working capital, operating expenses in the ordinary
course of business, manufacturing and purchase of manufacturing components, each
as related to the production and manufacturing of generators and other products,
of the type and nature contemplated by the License and Distribution Agreement;
and


10





(ii)          the
payment of fees and expenses incurred in connection with the consummation of the
transactions between Holder and the Company.





(b)           The
proceeds from this Note may not be used by the Company to repay existing
indebtedness (other than trade payables incurred in the ordinary course of
business), redeem outstanding equity interests or convertible securities, or pay
compensation.





9.           Adjustment
of Conversion Price.  The Conversion
Price with respect to the shares of Common Stock shall be subject to adjustment
from time to time only as follows:





(a)           Stock
Splits.  If the Company at any time or from time to time after
the date of this Note effects a subdivision of the outstanding Common Stock, the
Conversion Price then in effect immediately before that subdivision shall be
proportionately decreased, and conversely, if the Company at any time or from
time to time after the date of this Note combines the outstanding shares of
Common Stock, the Conversion Price then in effect immediately before the
combination shall be proportionately increased.  Any adjustment under
this subsection (i) shall become effective at the close of business on the date
the subdivision or combination becomes effective.





(b)           Dividends and
Distributions.  In the event the Company at any time or from
time to time after the date of this Note makes, or fixes a record date for the
determination of holders of Common Stock entitled to receive, a dividend or
other distribution payable in additional shares of Common Stock, then and in
each such event the Conversion Price then in effect shall be proportionally
decreased as of the time of such issuance or, in the event such a record date is
fixed, as of the close of business on such record date.





(c)           Recapitalization or
Reclassification.  If the shares of Common Stock issuable upon
the conversion of this Note are changed into the same or a different number of
shares of any class or classes of stock, whether by recapitalization,
reclassification or otherwise (other than a subdivision or combination of shares
or stock dividend or a reorganization, merger, consolidation or sale of assets,
provided for elsewhere in this Section 9), then, and
in any such event, Holder shall thereafter be entitled to receive upon
conversion of this Note such number and kind of stock or other securities or
property of the Company to which a holder of shares deliverable upon conversion
of this Note would have been entitled on such reclassification or other change,
subject to further adjustment as provided herein.





(d)           [Intentionally
Omitted].





(e)           [Intentionally
Omitted].


11





(f)           No
Adjustment.  No adjustment in the Conversion Price shall be
required unless such adjustment would require an increase or decrease of at
least 1% in such price; provided, however, that any
adjustments which by reason of this subparagraph (f) are
not required to be made shall be carried forward and taken into account in any
subsequent adjustment; and provided, further, that any
adjustment required in order to preserve the tax-free nature of a distribution
to the holders of shares of Common Stock shall be made when so
required.  All calculations under this Section 9 shall be
made to the nearest cent (with $.005 being rounded upward).  Anything
in this Section
9 to the contrary notwithstanding, the Company shall be entitled, to the
extent permitted by law, to make such reductions in the Conversion Price, in
addition to those required by this Section 9, as it in
its discretion shall determine to be advisable in order that any stock
dividends, subdivision or combination of shares, distribution of capital stock
or rights or warrants to purchase stock or securities, distribution of evidences
of indebtedness or assets or any other transaction which could be treated as any
of the foregoing transactions pursuant to Section 305 of the Internal Revenue
Code of 1986, as amended (and any successor provision), hereafter made by the
Company to its shareholders shall not be taxable to such
shareholders.





10.         Lost,
Stolen, Destroyed or Mutilated Notes.  In case this Note
shall be mutilated, lost, stolen or destroyed, the Company shall issue a new
promissory note of like date, tenor and denomination and deliver the same in
exchange and substitution for and upon surrender and cancellation of such
mutilated Note, or in lieu of this Note being lost, stolen or destroyed, upon
receipt of evidence satisfactory to the Company, including an executed affidavit
of an authorized Holder officer, of the loss, theft or destruction of such
Note.





11.         Amendment.  Except as
otherwise expressly provided herein, the provisions of this Note may be amended
and the Company may take any action herein prohibited, or omit to perform any
act herein required to be performed by it, only if the Company has obtained the
prior written consent of Holder.





12.         Waiver.  The failure of
Holder to insist on full compliance with any provision of this Note in a
particular instance shall not result in a waiver or relinquishment of any right
or obligation herein, and shall not preclude Holder from requiring full
compliance with any provision of this Note thereafter.





13.         Cancellation.  After
all principal and accrued interest, and any other Obligations, at any time owed
with respect to this Note has been paid in full or this Note has been converted
in its entirety in accordance with its terms, this Note shall immediately be
surrendered to the Company for cancellation and shall not be
reissued.





14.         Interpretation.  For
the purposes of this Note, all dollar amounts and references to “$” or “Dollar”
shall be deemed to refer to United States of America
dollars.  Whenever the context of this Note permits, the masculine
gender shall include the feminine and neuter genders, and any reference to the
singular or plural shall be interchangeable with the other.


12





15.         Place of
Payment.Payments of
principal and interest are to be paid to Holder by wire transfer in accordance
with the following instructions:





Water Science, LLC


1800 N.W. 89th
Place


Miami, FL 33172


Attention:  Peter
Ullrich


Email:  peteru@esmaraldainc.com





or to
such other address or to the attention of such other person as specified by
prior written notice to the Company.





16.         Governing
Law.  This Note shall
be governed by and construed in accordance with, the laws of the State of
Delaware.





17.         Notices.  All notices and
other communications provided for under this Note shall be in writing (including
by facsimile) and addressed, delivered or transmitted in accordance with Section
6.7 of the Subscription Agreement, made and entered into as of September 16,
2005, by and among the Company and Holder.





18.         Amended
Note.  This Note amends,
restates and supersedes the Amended Note in its
entirety.  Simultaneously with the delivery of this Note to Holder,
Holder shall either surrender the Amended Note to the Company for cancellation
or provide evidence acceptable to the Company in its sole discretion that the
Amended Note has been destroyed or marked as “cancelled” or “paid in full”;
provided, that
in either case upon delivery of this Note, the Amended Note shall be of no
further force or effect.





(Remainder
Of Page Intentionally Left Blank)


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IN WITNESS WHEREOF, the
Company has executed and delivered this Note as of the date first set forth
above.





EAU
      TECHNOLOGIES, INC.By:
              /s/ Wade BradleyWade
      Bradley, Chief Executive
Officer





ACKNOWLEDGED,
AGREED AND


CONSENTED
TO ON THE DATE FIRST


WRITTEN
ABOVE BY:





WATER
SCIENCE, LLC





By:
              /s/ Peter
Ullrich


Name:  Peter
Ullrich


Its:
              Managing
Member


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