SECONDAMENDMENT TO SECONDAMENDED AND RESTATED SENIORSECURED CONVERTIBLE PROMISSORY NOTE

This Second Amendment to Second Amended and Restated Senior Secured Convertible Promissory Note (“Second Amendment”) is made and entered into this 27th day of August, 2009 by EAU Technologies, Inc., a Delaware corporation (the “Company”) and Water Science, LLC, a Florida limited liability company (“Holder”).

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, Company and Holder executed and delivered that certain First Amendment to the Original Note, dated March 10, 2009 (the “First Amendment”); and

WHEREAS, the Company and the Holder desire to execute and deliver this Second Amendment to 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.           Section 3(a) of the Original Note, as amended by the First Amendment, 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) November 1, 2010, 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.

2.           Except as expressly set forth herein, the Original Note, as amended by the First Amendment, shall remain unchanged and unmodified and in full force and effect.

3.           All capitalized terms not otherwise defined in this Second Amendment shall have the meanings assigned to them in the Original Note, as amended by the First Amendment.

 

4.           This Second 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.