Limited Waiver Letter Regarding Warrant Agreements and Senior Secured Convertible Promissory Note between Water Science, LLC and Electric Aquagenics Unlimited, Inc.

Summary

Water Science, LLC and Electric Aquagenics Unlimited, Inc. have agreed that the sale of 2,307,692 shares of Electric Aquagenics Unlimited, Inc. common stock to Peter F. Ullrich at $1.30 per share will not trigger any adjustments to the conversion or purchase prices set in their prior Warrant Agreements and Senior Secured Convertible Promissory Note. This waiver is limited to this specific transaction and ensures that the terms of the existing agreements remain unchanged despite the new stock issuance.

EX-10.3 5 eau8k111606ex103.txt WAIVER LETTER EXHIBIT 10.3 Water Science, LLC 1800 NW 89th Place Miami, Florida 33172 January 10, 2007 Electric Aquagenics Unlimited, Inc. 1464 West 40 South, Suite 200 Lindon, Utah 84042 Re: Limited Waiver of Section 2.4 of Warrant Agreement dated September 16, 2005, Section 2.4 of Warrant Agreement dated May 1, 2006, and Section 9 of Senior Secured Convertible Promissory Note dated September 16, 2005 Gentlemen: Reference is made to (a) the Warrant Agreement, dated as of September 16, 2005 by and between Water Science, LLC (the "Investor") and Electric Aquagenics Unlimited, Inc. (the "Company") (the "September 16, 2005 Warrant"), (b) the Warrant Agreement, dated as of May 1, 2006 by and between the Investor and the Company (the "May 1, 2006 Warrant"), and (c) the Senior Secured Convertible Promissory Note, dated as of September 16, 2005 by and between the Investor and the Company (the "Senior Secured Convertible Note"). The Company has proposed to sell and issue 2,307,692 shares of its $0.0001 par value common stock to Peter F. Ullrich ("Ullrich") for a purchase price of $1.30 per share. Investor hereby agrees that the sales and issuance of the shares of stock to Ullrich for $1.30 per share will not cause an adjustment in (a) the Conversion Price of $3.00 pursuant to Section 9 under the Senior Secured Convertible Note, (b) the Purchase Price pursuant to Section 2.4 of the September 16, 2005 Warrant Agreement, or (c) the Purchase Price pursuant to Section 2.4 of the May 1, 2006 Warrant Agreement. Very truly yours, WATER SCIENCE, LLC /s/ Peter F. Ullrich Peter F. Ullrich Manager