**C** **ONSULTING** **A** **GREEMENT**




THIS
      CONSULTING AGREEMENT (this **"Agreement"** )
      is
      entered into this 1st day of May 2006 and is by and between **EAU
      Technologies, Inc.,** a
      Delaware corporation (hereinafter referred to as **** the **“Company"** )
      and JL
      Montgomery Consulting, LLC, a Florida limited liability company, (herein after
      referred to as **"CONSULTANT"** ).
      The
      Company and Consultant are referred to herein sometimes collectively as the **“Parties,”** and
      individually as the **“Party.”**




**ARTICLE
      1. WORK ASSIGNMENTS**




**Acceptance
      of Work Assignments**




**Section
      1.01.**  Consultant
      commenced consulting with the Company prior to the execution of this Agreement
      and will continue as set forth herein and will terminate as set forth
      herein. Upon execution of this Agreement, any and all prior agreements,
      contracts and agreements between the Parties shall be terminated and cancelled.




**Term
      of Agreement**




**Section
      1.02.**  The
      effective date of this Agreement is April___, 2006 and shall continue for three
      (3) years, unless terminated earlier or extended by the Parties.




**ARTICLE
      2. DUTIES OF CONSULTANT; BOARD APPROVAL**




**Performance
      Description and Duties**




**Section
      2.01.**  Consultant
      is hereby contracted to assist the Company in performing the following services:
      to assist the Company in locating and structuring equity and long-term debt
      financing; to assist the Company in establishing financial policies and
      procedures; to secure strategic financial assistance; to provide strategic
      business planning; to advise the Company and its Board of Directors on financial
      matters; to introduce the Company to third parties, including independent
      companies, governmental contacts, and/or third party individuals interested
      in
      purchasing its products or forming a business relationship with Company; to
      assist in defining marketing and business strategies for the Company; and to
      assist the Company in any other project the Company and Consultant agree upon
      in
      writing relative to other Company channels and business (the **“Duties”** ).
      In
      addition, on behalf of Mr. Peter Ullrich, a shareholder and investor in the
      Company, Consultant will review and approve the Company’s business plans,
      budgets, business strategies, financial statements and other financial
      information. The precise services of Consultant may be extended or curtailed
      by
      mutual agreement of Consultant and the Company from time to time.




**Board
      Approval**




**Section
      2.02**  This
      Agreement and the terms and conditions contained herein shall be subject to
      the
      approval of the Company’s Board of Directors (the **“Board”** ).
      This
      Agreement will become effective and a valid and binding agreement between
      Consultant and the Company only upon Board’s approval and ratification of this
      Agreement.







1




**ARTICLE
      3. COMPENSATION**




**Base
      Compensation**




**Section
      3.01.** As
      compensation for the services rendered by Consultant under this Agreement to
      date and in consideration of Consultant executing the Agreement, The Company
      agrees to pay to Consultant the following:




**(a)**   **Compensation
      for Services -- Warrant** **:** Consultant shall receive a warrant (in the form of Exhibit “A,” attached hereto
      and incorporated herein by reference) to purchase 500,000 shares of the
      Company’s common, restricted stock (the **“Shares”** )
      with an
      exercise price of $2.76 per share (the **“Warrant”** ).
      The
      Warrant shall be immediately exercisable upon execution of this Agreement.
      The
      Warrant shall carry piggy back registration rights. However, the Warrant shall
      be subject to forfeiture as to any unexercised portion thereof pursuant to
      Sections 6.01 and 6.02 below.




**(b)**  **Compensation
      for Services - Cash Compensation** **:** At
      such
      time as the Company achieves two (2) consecutive quarters of positive EBITDA,
      the Company and Consultant will negotiate in good faith to arrive at mutually
      acceptable cash compensation in the form of a monthly cash payment for
      Consultant’s ongoing services hereunder.




**(c)**  **Expenses** **.** The
      Company will reimburse Consultant for reasonable out-of-pocket expenses incurred
      in connection with performing the Duties under descried in this
      Agreement.





**ARTICLE
      4. CONSULTANT’S RECORDS/TRADE SECRETS**




**Ownership
      of Certain Assets**




**Restrictions
      on Use of Trade Secrets and Records**




**Section
      4.01.**  **(a)** During
      the term of this Agreement, and any prior dealings with the Company, Consultant
      has had access to and become acquainted with the Company’s “Confidential
      Information” (the **“Confidential
      Information”** ).
      Confidential Information means any proprietary information, technical data,
      trade secrets or know-how, including, but not limited to, research, product
      plans, products, services, customers, customer lists, reports, markets,
      software, developments, business plans, inventions, processes, formulas,
      methods, technology, designs, drawings, engineering, marketing, finances or
      other business information disclosed by the Party either directly or indirectly
      in writing or orally. The Confidential Information does not include information
      which is known to either Party at the time of disclosure as evidenced by written
      records, or has become publicly known and made generally available through
      no
      wrongful act of the other Party.




Consultant
      agrees that Consultant will not, during the term of this Agreement, improperly
      use or disclose any proprietary information or trade secrets of the Company
      or
      other person or entity with which Consultant has an agreement or duty to keep
      in
      confidence information acquired by Consultant.




**(b)**  All
      Confidential Information and files, records, documents, drawings,
      specifications, programs, equipment and similar items relating to the business
      of the Company, whether they are prepared by the Company or by Consultant,
      or
      have come into Consultant’s possession in any other way and whether or not they
      contain or constitute trade secrets owned by the Company, are and shall remain
      the exclusive property of the Company and shall not be removed from the premises
      or the Company under any circumstances whatsoever without the prior written
      consent of the Company.




2







**** **ARTICLE
      5. CONSULTANT NON-COMPETE**




**Non-Compete
      During Agreement Period**




**Section
      5.01.** During
      the term of this Agreement and for a period of two (2) years thereafter,
      Consultant shall not, directly or indirectly, engage in any business, commercial
      or professional activity that uses Company’s proprietary products, including but
      not limited to: its proprietary stabilized oxygen products; its proprietary
      hand
      and foot sanitizer products; electrolyzed oxidative water technology that uses
      the cell technology developed by the Company; or products that include any
      patented technology held by the Company.




Further,
      Consultant agrees that during this Agreement and for a period of two (2) years
      thereafter he shall not hire away or assist in other companies in hiring away
      current employees or Consultants of the Company.




**ARTICLE
      6: TERMINATION**





**Termination
      by the Company**





**Section
      6.01.**  The
      Company may
      terminate this Agreement upon thirty (30) days’ notice to Consultant upon the
      occurrence of the following:





**(a)** Any
      dishonest conduct or conviction of a felony.





Should
      the Company terminate this Agreement as per this Section 6.01, Consultant shall
      forfeit any and all rights in and to the Warrant and the unexercised Shares
      that
      underlie the same with respect to that portion of the Warrant not yet exercised
      as of the date of termination.




**Termination
      by Consultant**





**Section
      6.02.**  Consultant
      may terminate this Agreement upon thirty (30) days' written notice to the
      Company. If Consultant terminates this Agreement as per this Section 6.02,
      Consultant shall retain all exercised Shares and shall retain, pro rata, the
      number of the Shares under the Warrant, based upon a two-year vesting schedule,
      to the date of such termination. By way of example, if the Shares under the
      Warrant vest on a two-year schedule, Consultant will vest in approximately
      20,833 Shares per month. Thus, if Consultant terminates this Agreement under
      this paragraph 6.02, twelve (12) months after this Agreement’s execution and
      approval by the Board, and Consultant had not theretofore exercised any of
      the
      Shares under the Warrant, Consultant will be entitled to retain 250,000 of
      the
      Shares under the Warrant and will forfeit the other remaining 250,000 of the
      unexercised Shares under the Warrant.







3





**Termination
      Upon Sale**





**Section
      6.03.** This
      Agreement will terminate upon:




**(a)**  The
        Company’s sale of substan-tially all of its assets to a single purchaser or an
        affiliated group of purchasers; or
 
 **(b)**  The
        sale,
        exchange or other disposition, in one transaction or a series of related
        transactions, of at least two-thirds of the outstanding common shares of
        the
        Company; or
  **(c)**  A
        decision by the Company to terminate its business and liquidate its assets;
        or
        the merger or consolidation of the Company in a transaction in which the
        shareholders of the Company receive at least fifty percent (50%) of the
        outstanding voting shares of the new or continuing corporation.
 
 **(d)**  Notwithstanding
        the foregoing, should the Company agree to sell all or substantially all
        of its
        assets, the Company:
 
 **(i)**  shall
        ensure that the Shares of common stock and any unexercised Warrants then
        owned
        by Consultant (if any) at the time of the sale are sold at the same price
        and
        upon the same terms as that offered to other warrant holders or other
        shareholders; or the Company shall use its best efforts to ensure that the
        purchasing individual and/or entity shall retain Consultant upon the same
        terms
        and conditions as contained in this Agreement.




**ARTICLE
      7. GENERAL PROVISIIONS**




**Notices**




**Section
      7.01.** Any
      notices to be given by either Party to the other may be effected either by
      personal delivery in writing or by mail, registered and certified, postage
      prepaid with return receipt requested. Mailed notices shall be addressed to
      the
      parties at their last known addresses as appearing on the books of the
      Company.




**Entire
      Agreement**




**Section
      7.02.** This
      Agreement supersedes any and all other agreements between the Company and
      Consultant, either oral or written between the parties with respect to the
      engagement of Consultant by the Company for the purposes set forth in Article
      2.1, and contains all of the covenants and agreements between the parties with
      respect to such consulting work whatsoever. Each Party to this Agreement
      acknowledges that no representations, acting on behalf of any Party, that are
      not embodied herein, and that no other agreement, statement, or promise not
      contained in this Agreement shall be valid or binding. Any modification of
      this
      Agreement will be effective only if it is in writing signed by the Party to
      be
      changed.




**Partial
      Invalidity**




**Section
      7.03.** If
      any
      provision in this Agreement is held by a court of competent jurisdiction to
      be
      invalid, void, or unenforceable, the remaining provisions shall nevertheless
      continue in full force and effect without being impaired or invalidated in
      any
      manner.









4







**Law
      Governing Agreement**




**Section
      7.04.** This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida.




**Attorneys’
      Fees and Costs**




**Section
      7.06.** If
      any
      legal action is necessary or brought in any court or arbitration proceeding,
      to
      enforce or interpret the terms of this Agreement, the prevailing Party shall
      be
      entitled to reasonable attorney’s fees, costs, and necessary expenses, in
      addition to any other relief to which such Party may be entitled. This provision
      shall be construed as applicable to this Agreement.




**EAU
              TECHNOLOGIES, INC.**,**a
              Delaware corporation**By:
            **/s/ 
              Gaylord Karren****Gaylord
              Karren**
              **Its:
                CEO**




**CONSULTANT:
              JL MONTGOMERY CONSULTING, LLC,a Florida limited liability
              company**By:
            **/s/ J.
              Leo Montgomery****J.
              Leo
              Montgomery**
              **Its:
                Managing Member**




5





**EXHIBIT
      “A”**





**FORM
      OF WARRANT AGREEMENT**





THIS
      SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933
      (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD
      UNLESS REGISTERED AND QUALIFIED PURSUANT TO THE APPLICABLE PROVISIONS OF FEDERAL
      AND STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR
      QUALIFICATION APPLIES. THEREFORE, NO SALE OR TRANSFER OF THIS SECURITY SHALL
      BE
      MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT
      BE
      REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION
      HAS BEEN DULY REGISTERED UNDER THE ACT AND QUALIFIED OR APPROVED UNDER
      APPROPRIATE STATE SECURITIES LAWS, OR (B) THE ISSUER HAS FIRST
      RECEIVED




AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION,
      QUALIFICATION OR APPROVAL IS NOT REQUIRED.





**WARRANT**





For
      the
      Purchase of Shares of Common Stock of





**EAU
      TECHNOLOGIES, INC.**





Void
      After 5 P.M. April, ___ 2011





Date:  April
      __,
      2006





Warrant
      to Purchase Five Hundred Thousand Shares (500,000) of Common Stock (this
“Warrant”)





**THIS
      IS TO CERTIFY** ,
      that,
      for value received, JL Montgomery Consulting, LLC, a Florida limited liability
      corporation, or registered assigns (the “Holder”), is entitled, subject to the
      terms and conditions hereinafter set forth, on or after the date hereof, and
      at
      any time prior to 5 P.M., Mountain Time, on April ___, 2011, but not thereafter,
      to purchase such number of shares of Common Stock, par value $0.000l (“Common
      Stock” or the “Shares”), of EAU Technologies, Inc. (the “Company”), from the
      Company as set forth above and upon payment to the Company of an amount per
      Share of $2.76 (the “Purchase Price”), or conversion pursuant to Section 1.3
      hereof, if and to the extent this Warrant is exercised, in whole or in part,
      during the period this Warrant remains in force, subject in all cases to
      adjustment as provided in Section 2 hereof, and to receive a certificate or
      certificates representing the Shares so purchased, upon presentation and
      surrender to the Company of this Warrant, including changes thereto reasonably
      requested by the Company, duly executed and accompanied by payment of the
      Purchase Price of each Share.


6








**SECTION
      1**




**Terms
      of this Warrant**





1.1  Time
      of Exercise .
      This Warrant may be exercised at any time and from time to time after 9:00
      A.M.
      Mountain Time, as the case may be, on the date hereof (the “Exercise
      Commencement Date”), but no later than 5:00 P.M., Mountain Time, April ___, 2011
      (the “Expiration Time”) at which time this Warrant shall become void and all
      rights hereunder shall cease.




1.1.1 Consulting
      Agreement .
      Simultaneous with the execution of this Warrant, the Company and Holder entered
      into that certain “Consulting Agreement” (the “Agreement”), whereby Holder
      agreed to perform certain consulting services for the Company.




1.1.2  Vesting;
      Forfeiture. The
      Warrant granted hereunder shall be immediately exercisable as to all of the
      Shares covered thereby upon execution and delivery of this Warrant. However,
      pursuant to Sections 6.01 and 6.02 of the Agreement, the Warrant may be
      forfeited as to unexercised portions thereof as follows: Should the Agreement
      terminate pursuant to Section 6.01 of the Agreement, the Holder shall forfeit
      all unexercised Shares under this Warrant. Should the Agreement terminate
      pursuant to Section 6.02 of the Agreement, Holder ( Consultant
      under the Agreement) shall retain all exercised Shares and shall retain, pro
      rata, the number of the Shares under the Warrant, based upon a two-year vesting
      schedule, to the date of such termination. By way of example, if the Shares
      under the Warrant vest on a two-year schedule, Holder will vest in approximately
      20,833 Shares per month. Thus, if Holder terminates the Agreement under Section
      6.02 of the Agreement twelve (12) months after the Agreement’s execution and
      approval by the Board, and Holder had not theretofore exercised any of the
      Shares under the Warrant, Holder will be entitled to retain 250,000 of the
      Shares under the Warrant and will forfeit the other remaining 250,000 of the
      Shares under the Warrant.





1.1.2.1   Vesting .
      The
      Warrant shall vest upon execution of this Agreement.





1.2  Manner
      of Exercise.


1.2.1  The
      Holder may exercise this Warrant, in whole or in part, upon surrender of this
      Warrant, to the Company at its corporate office in Lindon, Utah, and upon
      payment to the Company of the full Purchase Price for each Share to be purchased
      in lawful money of the United States, or by certified or cashier’s check, or
      wired funds, and upon compliance with and subject to the conditions set forth
      herein.




1.2.2  Upon
      receipt of this Warrant with the form of and accompanied by payment of the
      aggregate Purchase Price for the Shares for which this Warrant is then being
      exercised, the Company shall cause to be issued certificates for the total
      number of whole Shares for which this Warrant is being exercised in such
      denominations as are required for delivery to the Holder, and the Company shall
      thereupon deliver such certificates to the Holder or its nominee.




7







1.2.3  In
      case
      the Holder shall exercise this Warrant with respect to less than all of the
      Shares that may be purchased under this Warrant, the Company shall execute
      a new
      Warrant for the balance of the Shares that may be purchased upon exercise of
      this Warrant and deliver such new Warrant to the Holder.




1.3  Conversion
      Right .
      In lieu
      of exercising this Warrant as specified in Section 1.2, Holder may from time
      to
      time convert this Warrant, in whole or in part, into a number of Shares
      determined by dividing (a) the aggregate fair market value of the Shares or
      other securities otherwise issuable upon exercise of this Warrant minus the
      aggregate Purchase Price of such Shares by (b) $2.76. The fair market value
      of
      the Shares shall be determined pursuant to Section 1.4.




1.4  Fair
      Market Value .
      If the
      Shares are traded in a public market, the fair market value of the Shares shall
      be the closing price of the Shares (or the closing price of the Company’s stock
      into which the Shares are convertible) ) reported for the average of thirty
      (30)
      business days immediately before Holder delivers its Notice of Exercise to
      the
      Company. If the Shares are not traded in a public market, the Board of Directors
      of the Company shall determine fair market value in its reasonable good faith
      judgment. The foregoing notwithstanding, if Holder advises the Board of
      Directors in writing that Holder disagrees with such determination, then the
      Company and Holder shall promptly agree upon a reputable investment banking
      firm
      to undertake such valuation. If the valuation of such investment banking firm
      is
      greater than that determined by the Board of Directors, then all fees and
      expenses of such investment banking firm shall be paid by the Company. In all
      other circumstances, such fees and expenses shall be paid by
      Holder.




1.5  Exchange
      of Warrant .
      This
      Warrant may be divided into, combined with or exchanged for another Warrant
      or
      Warrants of like tenor to purchase a like aggregate number of Shares. If the
      Holder desires to divide, combine or exchange this Warrant, he shall make such
      request in writing delivered to the Company at its corporate office and shall
      surrender this Warrant and any other Warrants to be so divided, combined or
      exchanged. The Company shall execute and deliver to the person entitled thereto
      a Warrant or Warrants, as the case may be, as so requested. The Company shall
      not be required to effect any division, combination or exchange which will
      result in the issuance of a Warrant entitling the Holder to purchase upon
      exercise a fraction of a Share. The Company may require the Holder to pay a
      sum
      sufficient to cover any tax or governmental charge that may be imposed in
      connection with any division, combination or exchange of Warrants.




1.6  Holder
      as Owner .
      Prior
      to surrender of this Warrant in accordance with Section for registration of
      assignment, the Company may deem and treat the Holder as the absolute owner
      of
      this Warrant (notwithstanding any notation of ownership or other writing hereon)
      for the purpose of any exercise hereof and for all other purposes, and the
      Company shall not be affected by any notice to the contrary.




8







1.7  Method
      of Assignment .
      Any
      assignment or transfer of any portion or all of this Warrant shall be made
      by
      surrender of this Warrant to the Company at its principal office with the form
      of assignment attached hereto duly executed and accompanied by funds sufficient
      to pay any transfer tax. In such event, the Company shall, without charge,
      execute and deliver a new Warrant in the name of the assignee named in such
      instrument of assignment and this Warrant shall promptly be
      canceled.







1.8  Rights
      of Holder .
      Nothing
      contained in this Warrant shall be construed as conferring upon the Holder
      the
      right to vote, consent or receive notice as a shareholder in respect of any
      meetings of shareholders for the election of directors or any other matter,
      or
      as having any rights whatsoever as a shareholder of the Company.







1.9  Lost
      Certificates .
      If this
      Warrant is lost, stolen, mutilated or destroyed, the Company shall, on such
      reasonable terms as to indemnity or otherwise as it may impose (which shall,
      in
      the case of a mutilated Warrant, include the surrender thereof), issue a new
      Warrant of like denomination and tenor as, and in substitution for, this
      Warrant, which shall thereupon become void. Any such new Warrant shall
      constitute an additional contractual obligation of the Company, whether or
      not
      the Warrant so lost, stolen, destroyed or mutilated shall be at any time
      enforceable by anyone.







1.9.1  At
      all
      times the Company shall reserve and keep available for the exercise of this
      Warrant such number of authorized shares of Common Stock as are sufficient
      to
      permit the exercise in full of this Warrant.




1.9.2  The
      Company covenants that all Shares when issued upon the exercise of this Warrant
      will be validly issued, fully paid, non-assessable and free of preemptive
      rights.




1.10  Piggy
      back Registration Rights .
      Holder
      shall be entitled to piggy back registration rights with respect to the Shares
      that underlie this Warrant.





**SECTION
      2**




**Adjustment
      of Purchase Price and Number of Shares Purchasable upon
      Exercise**





2.1  Stock
      Splits .
      If the
      Company at any time or from time to time after the issuance date of this Warrant
      effects a subdivision of the outstanding Common Stock, the Purchase 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 issuance date of this Warrant combines the outstanding shares of Common
      Stock, the Purchase Price then in effect immediately before the combination
      shall be proportionately increased. Any adjustment under this subsection 2.1
      shall become effective at the close of business on the date the subdivision
      or
      combination becomes effective.




9







2.2  Dividends
      and Distributions .
      In the
      event the Company at any time, or from time to time after the issuance date
      of
      this Warrant 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 Purchase
      Price then in effect shall be 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, by multiplying the Purchase Price then in effect by a fraction
      (i)
      the numerator of which is the total number of shares of Common Stock issued
      and
      outstanding immediately prior to the time of such issuance or the close of
      business on such record date, and (ii) the denominator of which shall be the
      total number of shares of Common Stock issued and outstanding immediately prior
      to the time of such issuance or the close of business on such record date plus
      the number of shares of Common Stock issuable in payment of such dividend or
      distribution; provided, however, that if such record date is fixed and such
      dividend is not fully paid or if such distribution is not fully made on the
      date
      fixed therefor, the Purchase Price shall be recomputed accordingly as of the
      close of business on such record date and thereafter the Purchase Price shall
      be
      adjusted pursuant to this subsection 2.2 as of the time of actual payment of
      such dividends or distributions.




2.3  Recapitalization
      or Reclassification .
      If the
      Shares issuable upon the exercise of the Warrant 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 2),
      then, and in any such event, the Holder shall thereafter be entitled to receive
      upon exercise of this Warrant such number and kind of stock or other securities
      or property of the Company to which a holder of Shares deliverable upon exercise
      of this Warrant would have been entitled on such reclassification or other
      change, subject to further adjustment as provided herein.




2.4  Subsequent
      Equity Sales. If the Company or any Subsidiary thereof, as applicable, at
      any time while this Warrant is outstanding, shall offer, sell, grant any option
      to purchase or offer, sell or grant any right to re-price its securities, or
      otherwise dispose of or issue (or announce any offer, sale, grant or any option
      to purchase or other disposition) any Common Stock or 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 (“Common Stock Equivalents”) entitling
      any Person to acquire shares of Common Stock, at an effective price per share
      less than the then Purchase Price (such lower price, the “Base Purchase Price”
and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder
      (if the holder of the Common Stock or Common Stock Equivalents so issued shall
      at any time, whether by operation of purchase price adjustments, reset
      provisions, floating conversion, exercise or exchange prices or otherwise,
      or
      due to warrants, options or rights per share which is issued in connection
      with
      such issuance, be entitled to receive shares of Common Stock at an effective
      price per share which is less than the Purchase Price, such issuance shall
      be
      deemed to have occurred for less than the Purchase Price on such date of the
      Dilutive Issuance), then the Purchase Price shall be reduced to equal the Base
      Purchase Price. The Company shall notify the Holder in writing, no later than
      the Business Day following the issuance of any Common Stock or Common Stock
      Equivalents subject to this section, indicating therein the applicable issuance
      price, or of applicable reset price, exchange price, conversion price and other
      pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of
      clarification, whether or not the Company provides a Dilutive Issuance Notice
      pursuant to this Section 2.4, upon the occurrence of any Dilutive Issuance
      the
      Purchase Price shall be reduced to equal the Base Purchase Price.




10







2.5  Subsequent
      Rights Offerings. If the Company, at any time while the Warrant is
      outstanding, shall issue rights, options or warrants to all holders of Common
      Stock (and not to the Holder) entitling them to subscribe for or purchase shares
      of Common Stock at a price per share less than the Purchase Price at the record
      date mentioned below, then the Purchase Price shall be multiplied by a fraction,
      of which the denominator shall be the number of shares of the Common Stock
      outstanding on the date of issuance of such rights or warrants plus the number
      of additional shares of Common Stock offered for subscription or purchase,
      and
      of which the numerator shall be the number of shares of the Common Stock
      outstanding on the date of issuance of such rights or warrants plus the number
      of shares which the aggregate offering price of the total number of shares
      so
      offered (assuming receipt by the Company in full of all consideration payable
      upon exercise of such rights, options or warrants) would purchase at such lesser
      price. Such adjustment shall be made whenever such rights or warrants are
      issued, and shall become effective immediately after the record date for the
      determination of stockholders entitled to receive such rights, options or
      warrant.




2.6  No
      adjustment in the Purchase 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 Section 2.6 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 2 shall be made to the nearest cent (with $.005
      being rounded upward). Anything in this Section 2 to the contrary
      notwithstanding, the Company shall be entitled, to the extent permitted by
      law,
      to make such reductions in the Purchase Price, in addition to those required
      by
      this Section 2, 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.









11







**SECTION
      3**




**Status
      Under the Securities Act of 1933**





This
      Warrant and the Shares issuable upon exercise of this Warrant have not been
      registered under the Securities Act of 1933, as amended (“the Act”). Upon
      exercise, in whole or in part, of this Warrant, the certificates representing
      the Shares shall bear the legend first above written.





**SECTION
      4**




**Other
      Matters**





4.1  Binding
      Effect .
      All the
      covenants and provisions of this Warrant by or for the benefit of the Company
      shall bind and inure to the benefit of its successors and assigns
      hereunder.







4.2  Notices .
      Notices
      or demands pursuant to this Warrant to be given or made by the Holder to or
      on
      the Company shall be sufficiently given or made if sent by certified or
      registered mail, return receipt requested, postage prepaid, or facsimile and
      addressed, until another address is designated in writing by the Company, as
      follows:







EAU
      Technologies, Inc.


1464
      W.
      40 South, Suite 200


Lindon,
      Utah 84042


Telephone
      No.: (801) 443-1031


Attention:  Gaylord
      Karren, CEO





Notices
      to the Holder provided for in this Warrant shall be deemed given or made by
      the
      Company if sent by certified or registered mail, return receipt requested,
      postage prepaid, and addressed to the Holder at his last known address as it
      shall appear on the books of the Company.





4.3  Governing
      Law .
      The
      validity, interpretation and performance of this Warrant shall be governed
      by
      the laws of the State of Delaware, or the State wherein the Company is domiciled
      at the time any dispute arises..




4.4  Parties
      Bound and Benefited .
      Nothing
      in this Warrant expressed and nothing that may be implied from any of the
      provisions hereof is intended, or shall be construed, to confer upon, or give
      to, any person or corporation other than the Company and the Holder any right,
      remedy or claim under any promise or agreement hereof, and all covenants,
      conditions, stipulations, promises and agreements contained in this Warrant
      shall be for the sole and exclusive benefit of the Company and its successors
      and of the Holder, its successors and permitted assigns.




12







4.5  Headings .
      The
      Section headings herein are for convenience only and are not part of this
      Warrant and shall not affect the interpretation thereof.




**(Remainder
      Of Page Intentionally Left Blank)**


13


**IN,
      WITNESS WHEREOF** ,
      this
      Warrant has been duly executed by the Company as of April ___,
      2006.








**EAU
      TECHNOLOGIES, INC.**








By:_____________________________________


Gaylord
      Karren, CEO








14


**ASSIGNMENT
      OF WARRANT**








**FOR
      VALUE RECEIVED** ,
      ___________________________ hereby sells, assigns and transfers unto
      ________________________ the within Warrant and the rights represented thereby,
      and does hereby irrevocably constitute and appoint _______________________
      Attorney, to transfer said Warrant on the books of the Company, with full power
      of substitution.




Dated: ___________________________





Signed:___________________________





Signature
      guaranteed:





15







**SUBSCRIPTION
      AGREEMENT**


**FOR
      THE EXERCISE OF WARRANTS**





The
      undersigned hereby irrevocably subscribes for the purchase of _____________
      Shares pursuant to and in accordance with the terms and conditions of this
      Warrant, which Shares should be delivered to the undersigned at the address
      stated below. If said number of Shares are not all of the Shares purchasable
      hereunder, a new Warrant of like tenor for the balance of the remaining Shares
      purchasable hereunder should be delivered to the undersigned at the address
      stated below.





The
      undersigned elects to pay the aggregate Purchase Price for such Shares in the
      following manner:





[ ]  by
      the
      enclosed cash or check made payable to the Company in the amount of $_________ ;





[ ]  by
      wire
      transfer of United States funds to the account of the Company in the amount
      of
      $__________, which transfer has been made before or simultaneously with the
      delivery of this Notice pursuant to the instructions of the Company;
      or





[ ]  by
      conversion of the Warrant into Shares in the manner specified in Section 1.3
      of
      the Warrant.





The
      undersigned agrees that: (1) the undersigned will not offer, sell, transfer
      or
      otherwise dispose of any Shares unless either (a) a registration statement,
      or
      post-effective amendment thereto, covering the Shares has been filed with the
      Securities and Exchange Commission pursuant to the Securities Act of 1933,
      as
      amended (the “Act”), such sale, transfer or other disposition is accompanied by
      a prospectus meeting the requirements of Section 10 of the Act forming a part
      of
      such registration statement, or post-effective amendment thereto, which is
      in
      effect under the Act covering the Shares to be so sold, transferred or otherwise
      disposed of, and all applicable state securities laws have been complied with,
      or (b) counsel reasonably satisfactory to Electric Aquagenics Unlimited, Inc.
      has rendered an opinion in writing and addressed to Electric Aquagenics
      Unlimited, Inc. that such proposed offer, sale, transfer or other disposition
      of
      the Shares is exempt from the provisions of Section 5 of the Act in view of
      the
      circumstances of such proposed offer, sale, transfer or other disposition;
      (2)
      Electric Aquagenics Unlimited, Inc. may notify the transfer agent for the Shares
      that the certificates for the Shares acquired by the undersigned are not to
      be
      transferred unless the transfer agent receives advice from Electric Aquagenics
      Unlimited, Inc. that one or both of the conditions referred to in (1)(a) and
      (1)(b) above have been satisfied; and (3) Electric Aquagenics Unlimited, Inc.
      may affix the legend set forth in Section 3.1 of this Warrant to the
      certificates for the Shares hereby subscribed for, if such legend is
      applicable.


16





Dated:_____________________________  Signed:___________________________





Signature
      guaranteed:________________  Address:___________________________








17