SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

SECOND AMENDMENT

TO

SECOND AMENDED AND RESTATED

SENIOR SECURED 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 ”).

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, 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 Comp