DISTRIBUTION AGREEMENT
                     ----------------------

      This  Agreement  made on October 9,  2001  by  and  between
AquaCell  Technologies, Inc., a Delaware corporation  having  its
main office at 10410 Trademark Street, Rancho Cucamonga, CA 91730
(hereinafter "AquaCell") and Corbett Water Technologies, Inc.,  a
company   organized  and  existing  under  the  laws  of   Nevada
(hereinafter "Dealer" or "Corbett").

                       W I T N E S S E T H

      In  consideration  of the mutual covenants  and  agreements
herein contained, AquaCell and Corbett agree as follows:

      1.    Appointment;  Territory.  AquaCell hereby  authorizes
Corbett  to  act  as  AquaCell's  exclusive  distributor  in  the
territory set forth on Exhibit "A" (hereinafter the "territory"),
with  respect to AquaCell products (hereinafter the "product"  or
"products").

      2.    Limitations on Appointment.  Without AquaCell's prior
written  consent, Corbett shall neither solicit  orders  for  the
sale  of  products outside of the territory, nor  engage  in  the
solicitation of orders for the sale of items to customers located
within the territory on the following orders generated by:

          (a)  Roto-Rooter pursuant to separate agreement;

          (b)   Global  Water-Aquacell in  connection  with  its
Government Services Administration contract;

          (c)  Global Water-Aquacell to its current customers;
and

          (d)  AquaCell Media.

      3.    AquaCell's  Duties.   Subject  to  all  other  terms,
provisions and conditions hereof, AquaCell will:

          (a)  Sell all products required to be sold to Dealer at
the prices set forth on Exhibit "B".

          (b)  Furnish Dealer with such manuals, parts, catalogs,
price  lists, technical data and sales assistance as AquaCell  in
its  sole discretion, shall deem appropriate. AquaCell's  consent
to  furnish such items pursuant to Dealer's reasonable  requests,
shall  not  be  unreasonably withheld.

      4.   Dealer's   Duties.  Subject   to   all   other  terms,
provisions and conditions  hereof, Dealer will:

          (a)   Sell  the  products   within   the  territory  in
accordance with the terms and conditions hereof and/or enter into
as  many  Sub-dealer  Agreements for the product  as  Dealer  and
AquaCell deem proper and adequate to cover the territory.

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          (b)  Pay in full, on a net thirty (30) day  basis,  all
of  AquaCell's  invoices  for products that  AquaCell  ships  for
Dealer pursuant to Dealer's orders.  All shipments shall be  made
F.O.B. AquaCell's place of business.

          (c)  Return to AquaCell upon its request, all materials
AquaCell  furnishes pursuant to Paragraph 3(c) hereof,  it  being
understood that the same shall remain AquaCell's property.

          (d)  Send to AquaCell, at the end of each month, a copy
of  all  Dealer invoices for AquaCell products sold  during  such
month.

      5.    AquaCell's Warranty.  AquaCell makes no  warranty  or
representation with respect to any of the products, except those,
if  any,  made  under  its standard warranty.   A  copy  of  such
warranty is annexed hereto as Exhibit "C", and made a part hereof
as  though  set  forth at length herein.  AquaCell  reserves  the
right  to amend such warranty from time to time, and Dealer shall
not  in any manner make any representations intended to alter  or
amend  said warranty.  The rights and obligations of each of  the
parties with respect to said warranty are as follows:

           (a)   Pursuant to written instructions from  AquaCell,
Dealer  shall deliver a copy of the applicable warranty to  every
purchaser of the products from Dealer.

           (b)   AquaCell will furnish Dealer with a  replacement
and Dealer shall then replace any of the products which shall  be
defective  in material or workmanship.  If any customer  makes  a
claim  under a warranty other than the latest applicable warranty
with  respect to which AquaCell has notified Dealer, Dealer shall
promptly  refer  such claim to AquaCell before taking  any  other
action with regard thereto.

      6.    Term.  This Agreement shall remain  in effect  for  a
period of five (5) years from the date hereof, and  thereafter it
shall be extended automatically on  a year-to-year  basis subject
to the termination rights set forth below:

           (a)   Either  party  may  cancel  and  terminate  this
Agreement at the end of the initial five (5) year term or at  the
end of  any  renewal  term by giving at least  ninety  (90) days'
written notice thereof prior  to  the  termination  date  of  the
Agreement.

      7.   Noncompetition; Confidential Information.  For so long
as  this  Agreement shall remain in effect and for a  period  one
year thereafter:

           (a)   Dealer  shall  not, directly or  indirectly,  be
involved   as   owner,  partner,  shareholder,  joint   venturer,
director, employee, or otherwise, in the conduct of any  business
that competes with AquaCell in the territory.

           (b)   Dealer  shall not solicit business from  any  of
AquaCell's  customers, except on behalf and for  the  benefit  of
AquaCell nor shall Dealer solicit any of Aquacell's employees  or
other sales representatives for the purpose of being employed  by
Dealer or by any party in which Dealer is an owner or employee.

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           (c)   Dealer acknowledges that certain information  of
AquaCell, such as AquaCell's sales manuals, price lists, customer
lists  and  similar materials, are AquaCell's trade  secrets  and
shall  be  and  remain AquaCell's sole and exclusive confidential
property.   Dealer  shall not disclose any  such  information  to
others.   Dealer  shall not use such confidential information  in
any  way  except  in  furtherance of its services  on  AquaCell's
behalf.

           (d)   Dealer  acknowledges that in the  event  of  its
breach,  or  threatened  breach, of  any  of  the  provisions  of
Paragraphs  7(a), (b) and (c) hereof, AquaCell's  remedy  at  law
would  be  inadequate,  and that the damages  flowing  from  such
breach  would  not  be readily susceptible of being  measured  in
monetary   terms.   Accordingly,  upon  Dealer's   violation   or
threatened violation of any of the foregoing provisions, AquaCell
shall be entitled to immediate injunctive relief and may obtain a
temporary order restraining any threatened or further breach.

     8.   Assignment.  This Agreement is not assignable by either
party without the prior written consent of the other.

     9.    Dealer  Status.  Nothing in this  Agreement  shall  be
construed in such a manner as to constitute Dealer the  agent  or
legal  representative  of  AquaCell for any  purpose  whatsoever.
Dealer  shall  have no authority whatsoever, whether  express  or
implied,  to assume, create or incur any obligation or  liability
whatsoever  on  behalf  or in the name of AquaCell,  or  to  bind
AquaCell in any manner whatsoever.  AquaCell shall not be  liable
for  any  damages,  loss, cost, or expense whatsoever,  including
incidental  or  consequential damages, resulting from  any  sale,
service, repair or replacement performed by Dealer, except to the
extent  expressly  provided  herein with  respect  to  AquaCell's
warranty.

      10.   Shares to be Acquired.  Corbett will sell to AquaCell
fifteen percent (15%) of its issued and outstanding common  stock
in exchange for AquaCell stock as follows:

           (a)   That  number of shares of AquaCell common  stock
equal  to  $1,500,000  calculated by taking the  average  closing
price  of  AquaCell  common stock on the five (5)  business  days
immediately  preceding the execution of the Letter of  Intent  as
the denominator and $1,500,000 as the numerator.

     11.  Warrants.  Upon closing, AquaCell will issue to Corbett
300,000  common stock purchase warrants exercisable over  a  five
(5) year period as follows:


         (a) 100,000 warrants exercisable @ $5.00 per share;

         (b) 100,000 warrants exercisable @ $6.00 per share; and

         (c) 100,000 warrants exercisable @ $7.00 per share.

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           All  warrants  will be immediately  exercisable,  will
contain demand registration rights after one (1) year and  piggy-
back  registration rights subject to underwriter's  approval  and
may be redeemed by AquaCell upon certain conditions.

      12.   Initial  Order.  Upon execution  of  this  Agreement,
Corbett  shall  place an initial order with Global Water-Aquacell
in  the amount of $250,000.  Payment terms for this initial order
shall  be  agreed by AquaCell and Dealer, based on  a  reasonable
manufacturing and  shipping schedule, irrespective  of  paragraph
4(b)  of this Agreement.

      13.   Entire Agreement.  This Agreement supercedes any  and
all  prior agreements between AquaCell and Dealer with regard  to
the   matters  herein  contained,  and  constitutes  the   entire
Agreement between the parties hereto with regard to such matters.
Neither  this  Agreement  nor any of  the  provisions,  terms  or
conditions  hereof may be waived, altered, abridged, modified  or
amended, except in writing, and signed by the party against  whom
the enforcement thereof is sought.



      IN WITNESS WHEREOF, this Agreement has been executed as  of
the date first above written.

                              AquaCell Technologies, Inc.


                                 /s/ James C. Witham
                              By:_______________________________
                                     James C. Witham,
                                     Chief Executive Officer

                              Corbett Water Technologies, Inc.


                                 /s/ Brad Corbett, Jr.
                              By:_______________________________
                                     Brad Corbett, Jr.,
                                     Chairman and
                                     Chief Executive Officer

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                             Exhibit "A"


                              Territory



                            United States



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                             Exhibit "B"


                       Model                 Price
                       -----                 -----
          Purific Water Cooler Model 500      $725
          Purific Water Cooler Model 300      $575
          Purific Water Cooler Model 100      $425



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                             Exhibit "C"


                 [Insert standard warranty language]



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