CONSULTING AGREEMENT

     This Agreement is effective as of the 6th day of August 2003 by and between
AquaCell Technologies, Inc. (the "Company"), a Delaware corporation with
principal offices at 10410 Trademark Street, Rancho Cucamonga, CA 91730 and
BD Advisor Corp.. (the "Consultant") a New York corporation with principal
offices at 220 East 42nd Street, 35th Floor, New York , NY 10017.

     WHEREAS, the Company manufactures, markets and sells unique water
filtration products and technologies (the "Products"), and

     WHEREAS, the Consultant possesses appropriate knowledge and skill to
promote the Company and the Products and to advise the Company in regard to
marketing the Products, and

     WHEREAS, the Company desires to retain Consultant to provide services to
the Company,

     NOW, THEREFORE in consideration of the mutual covenants and promises
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereby agree as follows:

     1.   The Company hereby engages Consultant to provide assistance in
          promotion of the Company and promotion and advice in regard to
          marketing of its Products.

     2.   Duties and Involvement

            a.  Such services will generally include assistance in promotion of
                the Company's name to the public for greater public awareness
                and promotion of the Company in the investment community (such
                as introductions of the Company to firms such as UBS, Bear
                Stearns, Merrill Lynch, and Lehman Bros.).  Consultant will make
                use of its business network for these purposes and will also
                provide promotion of the Products on radio and television.
                Consultant will also assist in introductions to distribution
                channels and assist in establishing the Products in residential
                and corporate environments and provide assistance in setting up
                meetings with appropriate parties in various pharmaceutical and
                other companies for possible advertising on the Company's water
                coolers.  In addition, as requested, Consultant will provide
                advice to and consulting with the Company's management
                concerning the design, structure and manner of presentation of
                the Company's Products, and as appropriate, and as requested, to
                provide assistance in the negotiation of contracts with the
                Company's customers.  Consultant shall also assist the Company
                in positioning the Company for possible future financings with
                companies such as General Electric and others.

            b.  Consultant acknowledges that neither it nor any of its employees
                will make use of Company proprietary data for personal use or
                gain, and will not disclose to any third party any confidential
                information or materials which it receives as a result of
                providing services hereunder.

            c.  Consultant shall confer with and report directly to the CEO
                unless otherwise directed.

     3.   Term and Termination

            a.  This Agreement shall begin effective with the execution of this
                Agreement and shall terminate 36 months thereafter.

            b.  This Agreement maybe terminated upon the following events:

                (i)   Mutual agreement of the parties provided written notice is
                      given;

                (ii)  A material breach of any of the covenants or provisions
                      hereof by either party.

     3.   Compensation and Expenses

            a.  The Company agrees to compensate Consultant as follows: Within
                ten days of execution of this Agreement, the Company shall
                issue warrants to the Consultant, exercisable for 400,000 shares
                of the Company's common stock at an exercise price of $0.01 (one
                cent) per share.  The warrants shall be exercisable immediately
                and for a five-year period after the actual warrant issuance
                date.

                The Company further agrees to include the shares underlying such
                warrants in the next registration statement filed by the
                Company.  Upon exercise of the warrants, the securities issued
                shall bear a restrictive legend, whereby 50% of the shares shall
                be locked up from sale for a period of one year, and the
                remaining 50% shall be locked up for an additional year.
                However, at the discretion of the Company's CEO, these lockup
                periods may be released at an earlier date. The foregoing lockup
                provision shall be deemed null and void in the event of a non-
                hostile acquisition of the Company's common stock by a third
                party, or in the event of the voluntary termination or
                resignation of the current CEO.  Consultant agrees to execute
                appropriate securities representations documents as reasonably
                requested by the Company in conjunction with the issuance of the
                warrants (including acknowledgement that the warrants being
                issued constitute restricted securities and are subject to the
                usual securities law restrictions) and documents as necessary
                for the registration of the underlying shares.

            b.  DELETED

            c.  Consultant shall be responsible for all of its own expenses
                unless otherwise expressly agreed to in writing by the Company.

     4.   Services

          Consultant shall devote such time and effort necessary to discharge
          the duties hereunder.  The Company acknowledges that Consultant may
          engage in other business activities and that it may pursue such
          activities during the term of this Agreement so long as such
          activities are not inconsistent with the intent and duties
          contemplated hereunder.

     5.   Confidentiality

          Consultant acknowledges that it will have access to confidential
          information regarding the Company and it business.  Consultant agrees
          that it will not, during or subsequent to the term of this Agreement
          divulge, furnish or make accessible to any person (other than with the
          written permission of the Company) any confidential information or
          confidential plans of the Company with respect the Company or its
          business including but not limited to, the Products of the Company,
          whether in the concept or development stage or being marketed by the
          Company on the effective date of the Agreement or during the term
          hereof.

          Any party(ies) to whom warrants or their underlying shares are
          assigned shall be bound by this confidentiality section.

     6.   Covenant not to Compete

          Consultant warrants, represents and agrees that it will not directly
          or indirectly compete with, or represent third parties which may
          directly or indirectly compete with, the Company in the Company's
          primary industry or related fields, during the term of this Agreement
          and for a period of two years thereafter.

          Any party(ies) to whom warrants or their underlying shares are
          assigned shall be bound by this Covenant not to compete.

     7.   Assignment

          This Agreement may not be assigned by either party hereto without the
          written consent of the other but shall be binding upon the successors
          of the parties.

     8.   Arbitration

          Any claim or controversy among or between the parties hereto arising
          out of or pertaining to any matter contained in this Agreement, or any
          difference as to the interpretation or performance of any of the
          provisions of this Agreement shall be settled by arbitration in Los
          Angeles, California, before three (3) arbitrators of the American
          Arbitration Association under its then prevailing rules.  The
          arbitrators sitting in any such controversy shall not have the
          authority or power to modify or alter any express condition or
          provision of this Agreement, or any modification thereof, or to render
          any award which, by its terms, has the effect of altering or modifying
          any express condition or provision of this Agreement or modification
          thereof.  It shall be a condition precedent to the institution of said
          arbitration proceedings that the proceedings be commenced within one
          (1) year from (i) the date the claim or controversy arises; or (ii)
          the date of  termination of the consultant's services or, whichever is
          first to occur, and the failure to institute arbitration proceedings
          within such period shall constitute an absolute bar to the institution
          of any proceedings and a waiver of all claims.  The award of the
          arbitrators shall be final and binding, and judgment may be entered
          thereon in any court of competent jurisdiction.

          The parties consent to the jurisdiction of the Superior Court of San
          Bernardino, California and the United States District Court for the
          Central District of California for all purposes in connection with
          arbitration, including the entry of judgment on any award.  The
          parties consent that any process or motion or other application to
          either of said courts, and any paper in connection with the
          arbitration may be served by certified mail, return receipt requested,
          or by personal service, or in such other manner as may be permissible
          under the rules of the applicable court or arbitration tribunal
          provided a reasonable time for appearance is allowed.

          Notwithstanding the foregoing and without intending to limit the
          remedies available to the Company, including the right to recover
          damages, the Consultant further agrees and acknowledges that the
          unauthorized disclosure or use of the Company's trade secrets and
          confidential information pursuant to paragraphs 6 and/or 7 hereunder
          could cause irreparable harm and significant injury to the Company
          that may be difficult to ascertain and that damages at law will be an
          insufficient remedy to the Company in the event that the consultant
          violate the terms hereof, and that the Company may apply for and
          obtain injunctive relief, without bond or security, in any court of
          competent jurisdiction to restrain the breach or threatened breach of
          those provisions of this Agreement.

     9.   Notices

          All notices required or permitted to be given under with Agreement
          shall be in writing and shall be deemed to have been duly given: (i)
          two (2) hours after delivered personally to the party to be notified;
          or (ii) five (5) business day after deposited in the US mail postage
          paid via registered or certified mail, return receipt requested.
          Notices to the Company shall be addressed to its president at her
          principal executive office an to the Consultant at the address on
          record with the Company, or to such other addresses as either party
          may designate upon at least ten day's notice to the other party.

     10.  Governing Law

          This Agreement shall be constructed by and enforced in accordance with
          the laws of the State of Delaware.

     11.  Entire Agreement

          This Agreement contains the entire understanding and agreement between
          the parties.  There are no other agreements, conditions or
          representation, oral or written, express or implied, with regard
          hereto.  This Agreement may be amended only in writing signed by both
          parties.

     12.  Non-waiver

          A delay or failure by either party to exercise a right under this
          Agreement, or a partial or single exercise of that right shall not
          constitute a waiver of that or any other right.

     13.  Headings

          Headings in this Agreement are for convenience only and shall not e
          used to interpret or construe these provisions.

     14.  Counterparts

          This Agreement may be executed in counterparts, each of which shall be
          deemed an original but all of which together shall constitute one and
          the same agreement.

     15.  Binding Effect

          The provisions of the Agreement shall be binding upon the parties,
          their successors and assigns.

     16.  Execution and Exchange of Fax Copies

          The parties agree that the Agreement shall be binding upon receipt by
          each party of faxed copies of the executed Agreement signature page.
          Following transmittal of fax copies, the originals shall be delivered
          by mail or courier service.

     17.  Severability

          If any provisions of this Agreement, or application thereof to any
          person or circumstance shall be deemed or held to be invalid, illegal
          or unenforceable to any extent, the remainder of this Agreement shall
          not be affected and the application of such affected provision shall
          be enforced to the greatest extend possible under law.

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


COMPANY                                CONSULTANT
AquaCell Technologies, Inc.            BD Advisor Corp.

BY: /s/ James C. Witham                BY: /s/ Daniel Del Giorno
    ----------------------------           --------------------------------
        James C. Witham, CEO                   Daniel Del Giorno, President