EAU
      TECHNOLOGIES, INC.

    2007
      STOCK INCENTIVE PLAN

    NON-EMPLOYEE
      DIRECTOR 

    RESTRICTED
      STOCK AWARD AGREEMENT 

     

    This
      Restricted Stock Award Agreement (“Agreement”)
      was
      made and entered into as of February 27, 2008 (“Date
      of Grant”),
      by
      and between EAU Technologies, Inc., a Delaware corporation (hereinafter
“EAU”
or
      the
“Company”),
      and
      ________________, a director of EAU (hereinafter “Director”).
      

    


    WITNESSETH:

    


    WHEREAS,
      the Board of Directors of EAU has adopted, and EAU’s stockholders have approved,
      the EAU Technologies, Inc. 2007 Stock Incentive Plan (the “Plan”),
      the
      purpose of which is to promote the interests of EAU and its stockholders by
      enhancing EAU’s ability to attract and retain the services of experienced and
      knowledgeable directors and by encouraging such directors to acquire an
      increased proprietary interest in EAU through the ownership of common stock,
      $0.0001 par value, of EAU (“Common
      Stock”);
      and


    


    WHEREAS,
      the Plan provides that non-employee directors may receive awards of restricted
      shares of EAU Common Stock. 

    


    NOW,
      THEREFORE, in consideration of the foregoing, the parties agree as follows:
      

    


    
      	1.	
              GRANT
                OF RESTRICTED STOCK AWARD.

            


    

    


    EAU,
      as
      authorized by the Committee, hereby grants to Director                     
      shares
      (the “Shares”)
      of
      restricted Common Stock (the “Restricted
      Stock Award”)
      pursuant to the provisions of the Plan. The Restricted Stock Award shall be
      subject to vesting as set forth in the Plan and summarized below: 

    


    
      	 	
              (a)

            	
              One-half
                (1/2) of the Restricted Stock Award shall vest on the first anniversary
                of
                the Date of Grant.

            


    

    


    
      	 	
              (b)

            	
              The
                final one-half (1/2) of the Restricted Stock Award shall vest on
                the
                second anniversary of the Date of
                Grant.

            


    

    


    
      	2.	
              RESTRICTION
                ON TRANSFER.

            


    

    


    The
      restricted Shares granted as a Restricted Stock Award and this Agreement shall
      not be sold, pledged, assigned, transferred, or encumbered prior to the time
      the
      Restricted Stock Award vests as described herein. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	3.	
              DEPOSIT
                WITH EAU. 

            


    

    


    Each
      certificate of Shares awarded hereunder shall be registered in the name of
      the
      Director and left, prior to its vesting, on deposit with EAU with a stock power
      endorsed in blank. Each such certificate will contain the following legend:
      

    


    “The
      sale
      or other transfer of the shares of stock represented by this certificate,
      whether voluntary, involuntary, or by operation of law, is subject to certain
      restrictions on transfer as set forth in the EAU Technologies, Inc. 2007 Stock
      Incentive Plan, and in the associated Award Agreement. A copy of the Plan and
      such Award Agreement may be obtained from EAU Technologies, Inc.” 

    


    
      	4.	
              RIGHTS
                AS STOCKHOLDER.

            


    

    


    Neither
      the Director nor any person claiming under or through the Director will have
      any
      of the rights or privileges of a stockholder of the Company in respect of any
      Shares deliverable hereunder unless and until certificates representing such
      Shares will have been issued, recorded on the records of the Company or its
      transfer agents or registrars, and delivered to the Director. After such
      issuance, recordation and delivery, the Director will have all the rights of
      a
      stockholder of the Company with respect to voting such Shares and receipt of
      dividends and distributions on such Shares.

    


    
      	5.	
              FORFEITURE.
                

            


    

    


    Except
      as
      set forth below and unless otherwise determined by the Committee, if Director
      ceases to be a Director (as defined in the Plan) prior to the vesting of any
      portion of the Restricted Stock Award, Director shall forfeit the portion of
      the
      Restricted Stock Award which is not vested on the date he ceases to be a
      Director. Notwithstanding any contrary provision of this Agreement, the balance
      of the Shares of Restricted Stock that have not vested pursuant to paragraph
      1
      will thereupon be forfeited and automatically transferred to and reacquired
      by
      the Company at no cost to the Company upon the date the Director’s service with
      the Company terminates for any reason. The Director will not be entitled to
      a
      refund of the price paid for any Shares returned to the Company pursuant to
      this
      paragraph 5. The Director hereby appoints the Company with full power of
      substitution, as the Director’s true and lawful attorney-in-fact with
      irrevocable power and authority in the name and on behalf of the Director to
      take any action and execute all documents and instruments, including, without
      limitation, stock powers which may be necessary to transfer the certificate
      or
      certificates evidencing such unvested Shares to the Company upon such
      violation.

    


    
      	6.	
              ADJUSTMENT
                TO AWARD IN CERTAIN EVENTS. 

            


    

    


    In
      the
      event of a change in the capitalization of EAU due to a stock split, stock
      dividend, recapitalization, merger, consolidation, combination, or similar
      event, the aggregate shares subject to this Agreement shall be adjusted to
      reflect such change. 

     

    
      
        
        

      

      
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      	7.	
              NO
                COMPROMISE WITH REGULATORY AUTHORITY.


            


    

    


    Notwithstanding
      any other provision of this Agreement to the contrary, Director agrees that
      EAU
      shall not be obligated to deliver any shares of Common Stock, if EAU determines
      such delivery would violate any law or regulation of any governmental authority
      or agreement between EAU and any national securities exchange upon which the
      Common Stock is listed. 

    


    
      	8.	
              PLAN
                CONTROLS. 

            


    

    


    In
      the
      event of a conflict between the terms of this Agreement and the Plan, the Plan
      shall be the controlling document. Capitalized terms not otherwise defined
      herein shall have the meaning ascribed to them in the Plan. 

    


    
      	9.	
              END
                OF RESTRICTIONS; DELIVERY OF STOCK.


            


    

    


    If
      all
      terms and conditions of this Agreement are complied with in full, all
      restrictions on the Restricted Stock Award referred to herein shall lapse.
      

    


    [Signatures
      on Following Page]

    

      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written. 

     

    
      
        
          	
                   

                	
                  EAU
                    TECHNOLOGIES, INC.

                
	
                   

                	
                   

                
	
                   

                	
                  /s/
                    WADE BRADLEY 

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  By: 

                	
                  Wade
                    Bradley

                
	
                   

                	
                   

                	
                  Chief
                    Executive Officer and President 

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  DIRECTOR

                
	
                   

                	
                                                   
                                
                                         
                    

                
	
                   

                	
                  «FirstName»
                    «LastName»

                


        

      

    

    


    
      
        
        

      

      
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