FIRST
AMENDMENT


TO


SECOND
AMENDED AND RESTATED


SENIOR
SECURED CONVERTIBLE PROMISSORY NOTE





This First Amendment to Second Amended
and Restated Senior Secured Convertible Promissory Note (“First Amendment”) is
made and entered into this 10th day of
March, 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, the Company and the Holder
desire to execute and deliver this First Amendment of 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.           The
following language is hereby deleted in its entirety from Section 1 of the
Original Note:





“Default Rate” means
eight percent (8%) per annum.





2.           All
references in the Original Note to “Default Rate” are hereby
changed to “Interest
Rate” (which term is defined in Section 3 below of this First
Amendment).





3.           Section
2(a) of the Original Note is hereby deleted in its entirety and the following is
hereby inserted in its place:





Calculation.  Except
as otherwise expressly provided in Section (6)(b)(i)
hereof, simple interest shall accrue (computed on the basis of actual days
elapsed and a year of 360 days) at the rate of ten percent (10%) per annum on
the unpaid principal amount of this Note outstanding (such interest rate being
referred to as the “Interest
Rate”).





4.           Section
3(a) of the Original Note 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)
September 16, 2009, 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.








5.           Except
as expressly set forth herein, the Original Note shall remain unchanged and
unmodified and in full force and effect.





6.           All
capitalized terms not otherwise defined in this First Amendment shall have the
meanings assigned to them in the Original Note.




7.           This
First 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.














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






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






Company:EAU
      TECHNOLOGIES, INC.By:
              /s/ Wade
      BradleyWade
      Bradley
                Chief
      Executive Officer


Holder:WATER
      SCIENCE, LLCBy:
                /s/ Peter
      UllrichPeter
      Ullrich
                    Manager




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