WaterScience, LLC 1800 NW89thPlace Miami,Florida 33172 March __,2010

 

 

Water Science, LLC

1800 NW 89th Place

Miami, Florida 33172

March __, 2010

EAU Technologies, Inc.

1890 Cobb International Blvd., Suite A

Kennesaw, Georgia 30152

Re:

Limited Waiver of Section 2.4 of Warrant Agreement dated May 9, 2007, and Section 9 of Second Amended and Restated Senior Secured Convertible Promissory Note dated October 6, 2008, as amended on March 10, 2009 and August 27, 2009

Gentlemen:

Reference is made to (a) the Warrant Agreement dated May 9, 2007, by and between Water Science, LLC (the "Investor") and EAU Technologies, Inc. (the "Company"), and (b) the Second Amended and Restated Senior Secured Convertible Promissory Note, dated as of October 6, 2008 and amended as of March 10, 2009 and August 27, 2009, by and between the Investor and the Company (the "Second Amended Convertible Note").

The Board of Directors of the Company, or the Compensation Committee thereof, has approved the issuance of 100,000 of shares of its $0.0001 par value common stock at a sales price of $1.00 per share to Theodore C. Jacoby, Jr., a director of the Company.  Investor hereby agrees that the issuance of the shares of stock will not cause an adjustment in (a) the Conversion Price of $1.00 pursuant to Section 9 under the Second Amended Convertible Note, or (b) the Purchase Price pursuant to Section 2.4 of the Warrant Agreement.

	Very truly yours,
	WATER SCIENCE, LLC
	/s/ Peter F. Ullrich
	Peter F. Ullrich
	Manager