Unassociated Document


     

    
      SECOND
AMENDMENT

      TO

      SECOND
AMENDED AND RESTATED

      SENIOR
SECURED CONVERTIBLE PROMISSORY NOTE

       

      This Second Amendment to Second Amended
and Restated Senior Secured Convertible Promissory Note (“Second Amendment”) is
made and entered into this 27th day of August, 2009 by EAU Technologies, Inc., a
Delaware corporation (the “Company”) and Water
Science, LLC, a Florida limited liability company (“Holder”).

      


      BACKGROUND

      


      WHEREAS, Company and Holder executed
and delivered that certain Second Amended and Restated Senior Secured
Convertible Promissory Note, dated October 6, 2008, in the original principal
amount of $3 million (the “Original
Note”);

      


      WHEREAS, Company and Holder executed
and delivered that certain First Amendment to the Original Note, dated March 10,
2009 (the “First
Amendment”); and

      


      WHEREAS, the Company and the Holder
desire to execute and deliver this Second Amendment to the Original
Note.

      


      NOW, THEREFORE, for and in
consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Holder do hereby agree as
follows:

      


      1.           Section
3(a) of the Original Note, as amended by the First Amendment, is hereby deleted
in its entirety and the following is hereby inserted in its place:

      


      Maturity
Date.  The Company shall pay the principal amount outstanding
hereunder together with accrued and unpaid interest thereon and any other
amounts payable to Holder in respect of this Note on the earlier of (i) November
1, 2010, or (ii) the acceleration of the maturity of this Note by Holder
pursuant to Section
(6)(b)(i), (the earlier of such dates, the “Maturity Date”),
unless otherwise converted into Common Stock in accordance with Section
7.

      


      2.           Except
as expressly set forth herein, the Original Note, as amended by the First
Amendment, shall remain unchanged and unmodified and in full force and
effect.

      


      3.           All
capitalized terms not otherwise defined in this Second Amendment shall have the
meanings assigned to them in the Original Note, as amended by the First
Amendment.

       

      4.           This
Second Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument, with the same effect as if the signatures thereto were in
the same instrument.

       

      [Remainder
of page intentionally left blank.  Signatures on following
page.]

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Second
Amendment under seal on the date first above written.

       

      
        
          	 	Company:	 
	 	EAU
      TECHNOLOGIES, INC. 	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/
      Wade Bradley 	 
	 	 	Wade
      Bradley 	 
	 	 	Chief
      Executive Officer 	 
	 	 	 	 


        

      

       

      
         

        
          
            	 	Holder:	 
	 	WATER
      SCIENCE, LLC 	 
	 	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/
      Peter Ullrich 	 
	 	 	Peter
      Ullrich 	 
	 	 	Manager 	 
	 	 	 	 


          

        

         

        
          
             

          

          
            2