f8k121907ex10i_globalwat.htm


    AMENDMENT
      TO THE INVESTMENT AGREEMENT

    


    


    This
      Amendment to the Investment Agreement is made as of the 18th day of DECEMBER
      2007.

    


              BETWEEN

    


         GLOBAL
      WATAIRE, A NEVADA CORPORATION (THE "COMPANY")

    


              AND

    


         DUTCHESS
      PRIVATE EQUITIES FUND, LTD. (THE "INVESTOR")

    


    WHEREAS,
      THE COMPANY AND THE INVESTOR DESIRE TO AMEND THE INVESTMENT AGREEMENT DATED
      AUGUST 24, 2007.

    


    WHEREAS,
      THE COMPANY AND THE INVESTOR DESIRE TO AMEND THE INVESTMENT AGREEMENT TO REMOVE
      LANGUAGE REGARDING THE COMPANY'S RIGHT TO WITHDRAW THAT PORTION OF THE PUT
      THAT
      IS BELOW THE MINIMUM ACCEPTABLE PRICE, AS DEFINED WITHIN THE INVESTMENT
      AGREEMENT.

    


    WHEREAS,
      THE COMPANY AND THE INVESTOR DESIRE TO AMEND THE INVESTMENT AGREEMENT TO REMOVE
      LANGUAGE REGARDING THE INVESTOR’S RIGHT TO REQUIRE THAT THE COMPANY TAKE ALL
      ACTIONS NECESSARY TO QUALIFY UNDER ALL APPLICABLE SECURITIES AND “BLUE SKY”
LAWS, AS DEFINED WITHIN THE INVESTMENT AGREEMENT.

    


    WHEREAS,
      THE COMPANY AND THE INVESTOR DESIRE TO AMEND THE INVESTMENT AGREEMENT TO REMOVE
      LANGUAGE REGARDING THE REQUIREMENT THAT THE COMPANY PAY TO THE INVESTOR ALL
      CHARGES, AS REASONABLY DETERMINED BY THE INVESTOR, FOR ANY TIME OF ANY OFFICERS
      OR EMPLOYEES OF THE INVESTOR DEVOTED TO APPEARING AND PREPARING TO APPEAR AS
      WITNESSES IN ANY MATTER IN WHICH THE INVESTOR WAS A NAMED PARTY.

    


    NOW,
      THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED IN THIS AMENDMENT
      TO THE INVESTMENT AGREEMENT, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION
      (THE
      RECEIPT AND ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, THE COMPANY AND THE
      INVESTOR AGREE AS FOLLOWS:

    


      1)  SECTION
      2(C) COMPANY'S RIGHT OF
      WITHDRAWAL SHALL BE REMOVED.

     

      2)  ALL
      TERMS WITHIN SECTION 2 OF THE
      INVESTMENT AGREEMENT SHALL BE ADJUSTED TO REFLECT THE APPROPRIATE REFERENCE
      SECTION. 

     

    
      
          3)  SECTION
          5(B) BLUE SKY
          SHALL BE REMOVED.

      

       

        4)  ALL
        TERMS WITHIN SECTION
        5 OF THE INVESTMENT AGREEMENT SHALL BE ADJUSTED TO REFLECT THE APPROPRIATE
        REFERENCE SECTION. 

       

      
          5)  SECTION
          5(L) REIMBURSEMENT SHALL BE REMOVED. 

      

       

      
          6)  ALL
          TERMS
          WITHIN SECTION 5 OF THE INVESTMENT AGREEMENT SHALL BE ADJUSTED TO REFLECT
          THE
          APPROPRIATE REFERENCE SECTION. 

         

          7)  ALL
          OTHER TERMS OF THE
          INVESTMENT AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT. 

         

         

      

    

                                                     GLOBAL
      WATAIRE INC.

    


                                                 BY:
      /S/SYDNEY
      HARLAND  
      

                                                       SYDNEY
      HARLAND, C.E.O.

    


                                                     DUTCHESS
      PRIVATE

                                                     EQUITIES
      FUND, LTD.

    


                                                 BY:
      /S/TED SMITH     

                                                       TITLE:
      DIRECTOR