EAU
        TECHNOLOGIES, INC.

      2007
        STOCK INCENTIVE PLAN

      


      2007
        STOCK OPTION AGREEMENT

      


      


      Under
        the
        terms and conditions of the EAU Technologies, Inc. 2007 Stock Incentive Plan
        (the "Plan"), a copy of which is incorporated into this Agreement by reference,
        EAU Technologies, Inc. (the "Corporation" or “EAU”) grants to _______________
        (the "Optionee") the option to purchase _______ shares of the Corporation's
        Common Stock, $.0001 par value, at the price of $_____ per share, subject
        to
        adjustment as provided in the Plan (the "Option").

      


      This
        Option shall be for a term of 10 years commencing on the date of grant set
        forth
        below and ending on ___________, 20__ and shall be subject to the Terms and
        Conditions of Stock Option attached hereto and incorporated in this Agreement
        by
        reference.

      


      When
        exercised, all or a portion of this Option may be an incentive stock option,
        governed by Section 422 of the Internal Revenue Code of 1986, as
        amended.

      


      By
        accepting this Option, you accept and agree to be bound by all of the terms
        and
        conditions of the Plan and Terms and Conditions of Stock Option, and you
        acknowledge receipt of the Plan and the Plan Prospectus dated ________________,
        2007, which contains important information, including a discussion of federal
        tax consequences, and EAU’s 2007 Annual Report to Shareholders. In the event of
        any conflict between the terms of this Option and the Plan, the Plan will
        control.

      


      Granted
        on ____________, 200_.

      


      


      EAU
        TECHNOLOGIES, INC.

      


      


      ____________________________

      Wade
        R.
        Bradley

      President
        and Chief Executive Officer


      
        
          
          

        

        
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      TERMS
        AND
        CONDITIONS OF STOCK OPTION

      


      


      	1.  	
              Please
                carefully review all of the provisions of the EAU Technologies, Inc.
                2007
                Stock Incentive Plan (the "Plan"). In addition to the conditions
                set forth
                in the Plan, the exercise of your option is contingent upon satisfying
                the
                terms and conditions set forth in this
                document.

            


      


      	2.  	
              The
                shares subject to your Option will vest as
                follows:

            


      


      _________
        shares on __________, 20__;

      


      _________
        shares on __________, 20__;

      


      _________
        shares on __________, 20__; and

      


      _________
        shares on __________, 20__.

      


      	3.  	
              This
                option will expire at the close of business on ____________,
                20__.

            


      


      	4.  	
              The
                vested portion of your option may be exercised at any time after
                it vests,
                provided that at the time of the exercise all of the conditions set
                forth
                in the Plan and in this document have been met. No portion of your
                option
                may be exercised prior to ______________,
                20__.

            


      


      	5.  	
              Please
                note that your option is nontransferable, except as designated by
                you by
                will or by the laws of descent and distribution. Your stock option
                is in
                all respects limited and conditioned as provided in the Plan, including,
                but not limited to, the following: Your option will normally terminate
                on
                the earlier of (i) the date of the expiration of the option or (ii)
                the
                90th day after severance of your employment relationship with the
                Corporation or any Subsidiary, as defined in the Plan, for any reason,
                for
                or without cause. Whether an authorized leave of absence, or an absence
                for military or government service, constitutes severance of your
                employment relationship with the Corporation or a Subsidiary will
                be
                determined by the Committee administering the Plan at the time of
                the
                event. However, if before the expiration of your option, your employment
                relationship with the Corporation or a Subsidiary terminates as a
                result
                of your retirement in good standing or disability under the established
                rules of the Corporation then in effect, your option will remain
                in
                effect, vest and be exercisable in accordance with its terms as if
                you
                remained an employee of the Corporation or a Subsidiary, and in the
                event
                of your death while employed by the Corporation or any Subsidiary,
                your
                unvested options will vest immediately and may be exercised by the
                executors or administrators of your estate for up to three years
                following
                the date of your death, but in no event later than the original
                termination date of the option. Notwithstanding the foregoing, no
                option
                may be exercised more than ten years from the date of grant, and
                to the
                extent not exercised by the applicable deadline, the option will
                terminate.

            


       

      
        
           

        

        
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      	6.  	
              By
                accepting this option, you acknowledge and agree that nothing contained
                herein shall be deemed an offer of employment to you, or a contract
                of
                employment or a promise of continued employment by or with the Corporation
                or any Subsidiary.

            


      


      	7.  	
              At
                the time or times when you wish to exercise your option, you shall
                be
                required to follow the procedures established by the Corporation
                for the
                exercise of options, a copy of which has been provided to you with
                this
                stock option, and which the Corporation may revise from time to time,
                provided that the Corporation will provide you with a copy of any
                such
                revision. Notice of exercise of your option must be accompanied by
                a
                payment equal to the applicable option exercise price plus all withholding
                taxes due, if any, such amount to be paid in cash or by tendering,
                either
                by actual delivery of shares or by attestation, shares of common
                stock
                that are acceptable to the Committee, such shares to be valued at
                Fair
                Market Value, as defined in the Plan, as of the day the shares are
                tendered, or paid in any combination of cash and shares, as determined
                by
                the Committee. To the extent permitted by applicable law and the
                policies
                adopted from time to time by the Committee, you may elect to pay
                the
                exercise price through the contemporaneous sale by a third party
                broker of
                shares of common stock acquired upon exercise yielding net sales
                proceeds
                equal to the exercise price and any withholding tax due and the remission
                of those sale proceeds to the
                Corporation.

            


      


      	8.  	
              Your
                option shall be subject to and governed by the laws of the State
                of
                Delaware. The
                Option Agreement, together with this document and the Plan, contains
                the
                entire agreement of you and the Corporation with respect to your
                option,
                and no representation, inducement, promise, or agreement or other
                similar
                understanding between you and the Corporation not embodied herein
                shall be
                of any force or effect, and the Corporation will not be liable or
                bound in
                any manner for any warranty, representation, or covenant except as
                specifically set forth herein or in the
                Plan.

            


    

     

    
      
         

      

      
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