Filed by sedaredgar.com - Aqua Society, Inc. - Exhibit 10.1






THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND ARE PROPOSED TO BE ISSUED
IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT.
UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.

CONSULTANT NON-QUALIFIED STOCK OPTION AGREEMENT OF 
AQUA
SOCIETY, INC. 
Konrad – Adenauer Strasse 9-13 
45699 Herten,
Germany 
A Nevada Corporation 

THIS AGREEMENT is made between AQUA SOCIETY,
INC., a Nevada corporation (hereinafter referred to as the "Company"),
and Frank Iding of Hydethorpe Road 105, London, England SW12 OJF, United
Kingdom (hereinafter referred to as the “Optionee”), a consultant of the
Company, effective as of the 1st day of September, 2009. 

1.         Option
  Granted

The Company hereby grants the Optionee a non-qualified option
to purchase Five Million (5,000,000) shares of the Company’s common stock
(the “Option Shares”) at a purchase price of EUR 0.05 per share for a
term commencing on the effective date of this Agreement and expiring at 5:00 pm
(Pacific Time) on the 30th day of August, 2012 (the “Expiration Date”), subject
to termination as set forth herein. All options will be fully vested upon
execution of this Agreement. 

2.         Time of
  Exercise of Option

The Optionee may exercise the option granted herein at any time
after the effective date of this Agreement until the Expiration Date. 

3.         Method
  of Exercise

To exercise this option, the Optionee shall complete and
execute the form of Notice of Exercise attached as Schedule A to this Agreement,
or such other form of written notice acceptable to the Company, and shall
deliver such notice to the Company at its principal place of business. The
notice must be accompanied by a check or other method of payment acceptable to
the Company for the full amount of the purchase price. 

4.        
Restricted Securities Agreements of the Optionee 

	 	(a) 	
      The Optionee acknowledges and agrees that the Company’s
      securities being offered to it under this Agreement are, or will be,
      “restricted securities” within the meaning of the United State Securities
      Act of 1933 (the “Securities Act”) as they are being issued to the
      Optionee in a transaction not involving a public offering and that the
      Option Shares may be resold only in limited circumstances.

	 	 	 
	 	(b) 	
      The Optionee agrees to resell the Option Shares only
      pursuant to an effective registration under the Securities Act, or
      pursuant to an available exemption from the registration requirements of
      the Securities Act, and further agrees that the Company will refuse to
      register any transfer of the Option Shares not made in accordance with the
      provisions of Regulation S of the Securities Act, pursuant to an effective
      registration under the Securities Act or pursuant to an available
      exemption from the registration requests of the Securities Act.

	 	 	 
	 	(c) 	
      The Optionee agrees to not engage in hedging transactions
      with respect to Option Shares unless such transactions are conducted in
      compliance with the Securities Act.







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	 	(d) 	
      The Optionee acknowledges and agrees, unless an effective
      registration statement has been filed with the United States Securities
      and Exchange Commission (the “SEC”) prior to the exercise of the option,
      that all certificates representing the Option Shares will be endorsed with
      the following legend in accordance with Regulation S of the Securities Act
      or such similar legend as deemed advisable by the lawyers for the Company
      to ensure compliance with the Securities Act:



“THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND ARE PROPOSED TO BE
ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT.
UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”


5.        
Representations and Warranties of the Optionee 

The Optionee, covenants, represents and warrants to the Company
as follows, and acknowledges that the Company is relying upon such covenants,
representations and warranties in connection with granting of this option to the
Optionee and the sale and issuance of the Option Shares to the Optionee upon the
exercise of this option: 

	 	(a) 	
      The Optionee is not a “U.S. Person" as defined in
      Regulation S of the Securities Act, and that the Optionee is not acquiring
      the options granted herein or the Option Shares for the account or benefit
      of a U.S. Person.

	 	 	 
	 	(b) 	
      The Optionee was not in the United States either at the
      time the offer to acquire the Company’s securities was made or at the time
      of the Optionee’s decision to acquire the Company’s securities.

	 	 	 
	 	(c) 	
      The Optionee is an investor in securities of companies in
      the development stage and acknowledges that it is able to fend for itself,
      can bear the economic risk of its investment, and has such knowledge and
      experience in financial or business matters such that it is capable of
      evaluating the merits and risks of the investment in the securities of the
      Company. The Optionee can bear the economic risk of this investment, and
      was not organized for the purpose of acquiring this option or the Option
      Shares.

	 	 	 
	 	(d) 	
      The Optionee has had full opportunity to review the
      Company’s filings with the SEC pursuant to the Securities Exchange Act of
      1934 (the “Exchange Act”), including the Company’s Annual Reports,
      Quarterly Reports, Current Reports and additional information regarding
      the business and financial condition of the Company. The Optionee
      acknowledges and understands that the Company’s filings with the SEC
      pursuant to the Exchange Act are not up to date and the Optionee further
      represents that it has had an opportunity to ask questions and receive
      answers from the Company regarding the terms and conditions under which
      the Company’s securities are being offered to it and the current business,
      properties, prospects and financial condition of the Company. The Optionee
      has had full opportunity to discuss this information with the Optionee’s
      legal and financial advisers prior to execution of this Agreement. The
      Optionee believes it has received all the information it considers
      necessary or appropriate for deciding whether to purchase the Company’s
      securities.

	 	 	 
	 	(e) 	
      The Optionee acknowledges that the offering of the
      Company’s securities being made to the Optionee has not been reviewed by
      the SEC and that such securities are being, and will be, issued by the
      Company pursuant to exemptions from registration requirements of the
      Securities Act.

	 	 	 
	 	(f) 	
      The Optionee understands that the Company’s securities
      being offered to it are characterized as "restricted securities" under the
      Securities Act inasmuch as they are being acquired from the Company in a
      transaction not involving a public offering and that under such laws and
      applicable regulations such securities may be resold without registration
      under the Securities Act only in certain
limited







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      circumstances. In this connection, the Optionee
      represents that it is familiar with SEC Rule 144, as presently in effect,
      and understands the resale limitations imposed thereby and by the
      Securities Act.

	 	 	 
	 	(g) 	
      The Optionee is not aware of any advertisement or general
      solicitation regarding the offer or sale of the Company’s
    securities.

	 	 	 
	 	(h) 	
      This Agreement has been duly authorized, validly executed
      and delivered by the Optionee.

	 	 	 
	 	(i) 	
      The Optionee has satisfied himself as to the full
      observance of the laws of the Optionee’s jurisdiction in connection with
      any offer or purchase of the Company’s securities; including, but not
      limited to: (i) the legal requirements within the Optionee’s jurisdiction
      for the purchase of the Company’s securities; (ii) any foreign exchange
      restrictions applicable to such purchase; (iii) any governmental or other
      consents that may need to be obtained; (iv) any tax consequences that may
      be relevant to an investment in the Company’s securities; and (v) any
      restrictions on transfer applicable to any disposition of the Company’s
      securities imposed by the jurisdiction in which the Optionee
    resides.



6.         Capital
  Adjustments

The existence of this option shall not affect in any way the
right or power of the Company or its stockholders to: (1) make or authorize any
or all adjustments, recapitalizations, reorganizations, or other changes in the
Company's capital structure or its business; (2) enter into any merger or
consolidation; (3) issue any bonds, debentures, preferred or prior preference
stocks ahead of or affecting the common stock or the rights thereof, (4) issue
any securities convertible into any common stock, (5) issue any rights, options,
or warrants to purchase any common stock, (6) dissolve or liquidate the Company,
(7) sell or transfer all or any part of its assets or business, or (8) take any
other corporate act or proceedings, whether of a similar character or otherwise.


7.        
Reorganization, Merger, Amalgamation and Consolidation 

If there shall, prior to the exercise of any of the options
provided for by this Agreement, be any reorganization of the authorized capital
of the Company by way of consolidation, merger, subdivision, amalgamation or
otherwise, or the payment of any stock dividends, then there shall automatically
be an adjustment in either or both of the number of shares which may be
purchased pursuant hereto or the price at which such shares may be purchased so
that the rights evidenced hereby shall thereafter as reasonably as possible be
equivalent to those originally granted hereby. The Company shall have the sole
and exclusive power to make such adjustments as it considers necessary and
desirable. 

In the event of a complete liquidation of the Company or a
merger, reorganization, or consolidation of the Company with any other
corporation in which the Company is not the surviving corporation, or the
Company becomes a wholly-owned subsidiary of another corporation, any
unexercised options granted under this Agreement shall be deemed cancelled
unless the surviving corporation in any such merger, reorganization, or
consolidation elects to assume the options under this Agreement or to issue
substitute options in place thereof; provided, however, that notwithstanding the
foregoing, if such options would be cancelled in accordance with the foregoing,
the Optionee shall have the right exercisable during a ten-day period ending on
the fifth day prior to such liquidation, merger, or consolidation to exercise
such option in whole or in part without regard to any installment exercise
provisions in this Agreement. 

8.         Transfer
  of this Option

Notwithstanding any other provision of this Agreement, except
with the prior written consent of the Company, this option shall be exercisable
only by the Optionee and shall not be transferable by the Optionee other than by
the laws of descent and distribution upon the Optionee’s death. In the vent of
the Optionee’s death during the term of this Agreement, the Optionee’s personal
representatives may exercise any portion of this option that remains vested and
unexercised at the time of the Optionee’s death. 




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9.         Rights as Shareholder

The Optionee will not be deemed to be a holder of any shares
pursuant to the exercise of this option until he or she pays the option price
and a stock certificate is delivered to him or her for those shares. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date the stock certificate is delivered. 

10.       General Provisions


	 	(a) 	
      The Company shall not be required to pay any tax or other
      charge imposed in connection with the exercise of this option or a
      permissible transfer involved in the issuance of any certificate for
      shares issuable under this option in the name other than that of the
      Optionee, and in any such case, the Company shall not be required to issue
      or deliver any stock certificate until such tax or other charge has been
      paid or it has been established to the Company’s satisfaction that no such
      tax or other charge is due.

	 	 	 
	 	(b) 	
      Time shall be of the essence of this Agreement.

	 	 	 
	 	(c) 	
      This Agreement will be governed by and construed in
      accordance with the laws of the State of Nevada and each of the parties
      hereto irrevocably attorns to the jurisdiction of the courts of the State
      of Nevada.

	 	 	 
	 	(d) 	
      Any notice to be given under this Agreement shall be duly
      and properly given if made in writing and delivered to telecopied to the
      addressee at the address as set out on page one of this Agreement. Any
      notice given as aforesaid shall be deemed to have been given or made on,
      if delivered, the date on which it was delivered or, if telecopied, on the
      next business day after it was telecopied. Any party hereto may change its
      address for notice from time to time by providing notice of such change to
      the other party hereto in accordance with the foregoing.

	 	 	 
	 	(e) 	
      This Agreement may be executed in one or more
      counter-parts, each of which so executed shall constitute and original and
      all of which together shall constitute one and the same
  agreement.

	 	 	 
	 	(f) 	
      The Optionee acknowledges that this Agreement has been
      prepared by O’Neill Law Group PLLC acting on behalf of the Company only
      and that the Optionee has been advised to obtain independent legal
      advice.



IN WITNESS WHEREOF, the parties hereto have executed this
  Agreement as of the 1st day of September, 2009.

AQUA SOCIETY, INC. 

  by its authorized signatory:

   

	/s/
      Hubert Hamm 	 
	  HUBERT HAMM 	 
	  PRESIDENT 	 
	 	 
	 	 
	 	 
	 	 
	/s/
      Frank Iding 	 
	  FRANK IDING 	 





SCHEDULE A TO THE NON-QUALIFIED
STOCK OPTION AGREEMENT BETWEEN

AQUA SOCIETY, INC. AND FRANK IDING

Dated effective as of the 1st
day of September, 2009. 

NOTICE OF EXERCISE FORM 

	TO: 	AQUA SOCIETY, INC. 
	  	A Nevada Corporation (the
      “Company”) 


Dear Sirs: 

The undersigned (the “Subscriber”) hereby exercises the right
to purchase and hereby subscribes for shares (the “Shares”) of the common stock
of AQUA SOCIETY, INC. referred to in the Consultant Non-Qualified Stock Option
Agreement between the Company and Frank Iding, dated effective as of the
1st of September, 2009 (the “Option Agreement”), according to the
terms and conditions thereof and herewith makes payment by cash, certified check
or bank draft of the purchase price in full for the Shares in accordance with
the Option Agreement. 

Please issue a certificate for the shares being purchased as
follows in the name of the Subscriber: 

	 	NAME: 	 	 
	 		(Please Print) 	 
	 	  	 	 
	 	ADDRESS: 	 	 
	 	 	 	 
	 	 	 	 


The Subscriber represents and warrants to the Company that:

	 	(a) 	
      The Subscriber has not offered or sold the Shares within
      the meaning of the United States Securities Act of 1933 (the “Securities
      Act”);

	 	 	 
	 	(b) 	
      The Subscriber is acquiring the Shares for its own
      account for investment, with no present intention of dividing its interest
      with others or of reselling or otherwise disposing of all or any portion
      of the same;

	 	 	 
	 	(c) 	
      The Subscriber does not intend any sale of the Shares
      either currently or after the passage of a fixed or determinable period of
      time or upon the occurrence or non-occurrence of any predetermined event
      or circumstance;

	 	 	 
	 	(d) 	
      The Subscriber has no present or contemplated agreement,
      undertaking, arrangement, obligation, indebtedness or commitment providing
      for or which is likely to compel a disposition of the Shares;

	 	 	 
	 	(e) 	
      The Subscriber is not aware of any circumstances
      presently in existence which are likely in the future to prompt a
      disposition of the Shares;

	 	 	 
	 	(f) 	
      The Shares were offered to the Subscriber in direct
      communication between the Subscriber and the Company and not through any
      advertisement of any kind;








	 	(g) 	 The Subscriber has the financial means to
        bear the economic risk of the investment which it hereby agrees to make;

	 	 	 	 
	 	(h) 	 This subscription form will also confirm the
        Subscriber’s agreement as follows:

	 	 	 	 
			(i) 	 The Subscriber will only sell the Shares in accordance
        with the provisions of Regulation S of the Act pursuant to registration
        under the Act, or pursuant to an available exemption from registration
        pursuant to the Act;

	 	 	 	 
			(ii) 	 The Corporation will refuse to register any transfer
        of the Shares not made in accordance with the provisions of Regulation
        S of the Act, pursuant to registration under the Act, or pursuant to an
        available exemption from registration;

	 	 	 	 
			(iii) 	 The Subscriber will not engage in hedging transactions
        except in accordance with the Act;

	 	 	 	 
			(iv) 	 The Subscriber has no right to require the Corporation
        to register the Shares under the Act;

	 	 	 	 
			(v) 	 The certificates representing the Shares will be endorsed
        with the following legend:



“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "ACT"), AND HAVE BEEN ISSUED IN
RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT
PROVIDED BY REGULATION S PROMULGATED
UNDER THE ACT. SUCH SECURITIES MAY NOT BE
REOFFERED FOR SALE OR RESOLD OR
OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION UNDER THE ACT. HEDGING
TRANSACTIONS INVOLVING THE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE ACT.” 

	 	 	(vi) 	 The Subscriber is not a U.S. Person, as defined in Regulation
        S of the Act.



Please deliver a share certificate in respect of the common
shares referred to in the Option Agreement surrendered herewith but not
presently subscribed for, to the Subscriber. 

DATED this _____ day of _____________________________, _______.



	 	Signature of Subscriber: 	 
	 	 	 
	 	Name of Subscriber: 	 
	 	 	 
	 	Address of Subscriber: