JOINT VENTURE AGREEMENT

This Joint Venture Agreement (this “Agreement” ) is made and entered into this 10th day of October 2005 by and between William R. Jackson, PhD, with offices at P.O. 1749, Evergreen, CO or his assignee ( “JACKSON” ) and Electric Aquagenics Unlimited, Inc., a Delaware corporation with offices at 1464 West 40 South, Suite 100, Lindon, Utah 84042 ( “EAU” ). JACKSON and EAU are referred to herein sometimes collectively as the “Parties” and individually as the “Party.”

WHEREAS , JACKSON is in the business of researching, developing, manufacturing and marketing certain proprietary products that clean, sanitize and protect as well as products that minimize corrosion, mold, mildew, fungi and other microbial growth on interior and exterior surfaces, and have a myriad of application, including agricultural, all of which are more particularly described on Exhibit “A,” attached hereto and incorporated herein by reference (the “JACKSON Products” ); and

WHEREAS , JACKSON markets certain of the JACKSON Products to third parties (the “Marketed Products” ); and

WHEREAS , JACKSON has contracted with numerous third parties to market the JACKSON Products domestically in multiple market sectors nationally and internationally (the “JACKSON Sales Agents” ); and

WHEREAS , certain of the JACKSON Products are in the research and development stage and have not been introduced into the market (the “Undeveloped Products” ) and are described on Exhibit “A”; and

WHEREAS , certain of the JACKSON Products are still in the a conceptual stage and are not yet subject to any development and are described on Exhibit “A” (the “Concept Products” ); and

WHEREAS , EAU designs, manufactures and sells equipment that produces electrolyzed oxidative water that is useful in a variety of applications, including killing and controlling the growth of mold (the “EO Products” ); and

WHEREAS, EAU manufactures products that contain proprietary stabilized oxygen known as “Aquagen®,” (the “Aquagen Products” ); and

WHEREAS , EAU markets and sells many of the EO Products and the Aquagen Products in diverse marketing channels that include industrial, commercial and residential applications; and

WHEREAS , JACKSON and EAU desire to establish a limited liability company as a joint venture company, (the “JVC” ) for the purpose of developing, promoting, distributing and selling JACKSON Products, including the Marketing Products, the Undeveloped Products and the Concept Products, that may include applications with the EO Products and the Aquagen Products:

1.1   Purpose of the JVC . The purpose and scope of the business to be engaged in by the JVC shall be to (A) increase the promotion, distribution and sale of JACKSON Products; and (B) develop, prepare to market and market the Undeveloped Products and the Concept Products, with or without application of the EO Products and the Aquagen Products.

1.2   The JACKSON Sales Agents . The Parties shall retain certain of the JACKSON Sales Agents and empower them to market and sell the EO Products to their current customers; and shall establish direct independent sales agreements with each of the JACKSON Sales Agents to affect the purposes of this paragraph.

2.1   Formation and Organization . Promptly after the execution of this Agreement, the Parties shall cause “Articles of Organization” (the “Articles” ) to be executed and filed with the Nevada Secretary of State and shall execute an “Operating Agreement,” (the “Operating Agreement” ) to govern the JVC, acceptable to the Parties. In addition to the foregoing, the parties shall take all other actions required to form the JVC under the laws of the State of Nevada.

2.2   Contributions . Upon the execution of this Agreement or as soon thereafter as is practicable, subject to the conditions set forth in Article 10 of this Agreement,

(A)   JACKSON shall transfer or cause to be transferred to the JVC the non-exclusive rights to sell certain of the JACKSON Products identified on Exhibit “A” and the rights to sell to the Undeveloped Products and the Concept Products, pursuant to terms and price to be determined, as JACKSON contributions to the JVC in exchange for its “Membership Interest” (referred as the “JACKSON Membership Interest” ) therein; and

(B)   JACKSON shall manufacture the JACKSON Products for the JVC and sell such to the JVC at the price stated for each of the respective JACKSON Products set forth on or attached to Exhibit “A”; and to the extent required, will manufacture the Undeveloped Products and the Concept Products, if any, and sell the same to the JVC at the price to be determined for each of the respective products, if any, that may be produced and developed by JACKSON.

(C)   EAU shall do the following for its “Membership Interest” (the “EAU Membership Interest” );

2.3   JVC Exclusive Joint Ventures .   The Parties shall initially designate certain proposed Exclusive Joint Venture projects as set forth on Exhibit “B”, which from time to time may be amended or enhanced upon mutual written agreement signed by the Parties.

3.1   Manager . Subject to the provisions of the Articles and the Operating Agreement as to any actions required to be authorized or approved by the JVC’s members, the business and affairs of the JVC shall be managed and all its powers shall be exercised jointly by JACKSON and EAU.

3.2   Officers . Subject to the provisions of the Articles and the Operating Agreement, the officers of the JVC shall be a president, a secretary, and a treasurer, who shall also be the chief financial officer of the JVC.

3.3   Personnel . The Parties agree that the policy of the JVC is that it will pay no salary or fees, other than the JACKSON Consulting Agreement, to anyone employed by JACKSON or EAU unless such person is engaged full-time in the operation of the JVC and such salary or fee shall be commensurate with amounts generally paid for such services in Nevada.

4.1   Books and Records . Throughout the term of this Agreement, the Parties shall ensure that the JVC maintains full and accurate accounting records in accordance with generally accepted accounting principles consistently applied, and shall prepare quarterly financial and operating reports. Such reports shall be in such form as JACKSON and EAU may from time to time agree.

4.2   Right of Inspection . At all times after the JVC’s formation and organization, each Party shall have the right by its duly authorized representative or accountant to inspect and have full access to all properties, books of account, records and the like of the JVC and the JVC shall furnish to the requesting Party all information concerning the same which the requesting Party may reasonably require in connection with a complete examination thereof, and the requesting Party shall have the right to inspect and make copies from the books and records of the JVC at all reasonable times.

5.1   Sources of JVC Profits . It is contemplated that the initial of revenue and profit for the JVC will be revenues and profits derived from the sale of JACKSON Products.

( A)   The JACKSON Products . The sales of the JACKSON Products described herein shall exclude revenues generated to the JACKSON Sales Agents. JACKSON shall deliver the JACKSON Products to the JVC at the price stated for each JACKSON Products on or attached to Exhibit “A”.

(B)   The Undeveloped Products and Concept Products . With respect to the Jackson Products, the Undeveloped Products and Concept Products (if any), the Parties shall divide the net profits from the sale of the JACKSON Products, the Undeveloped Products and the Concept Products (if any), fifty percent (50%) to EAU and fifty percent (50%) to JACKSON, provided that JACKSON sells the Undeveloped Products and Concept Products (if any), to the JVC for the amount determined to be the manufacturing cost price.

5.2   Profits from Other Sources . Any profits derived by the JVC from revenue sources other than those described in Sections 5.1 of this Agreement, shall be distributed as described in Section 5.1.

5.3   Accumulated JVC Assets .   In the event that JVC accumulates assets or income, if any, which has not been subject of appropriation and distribution, pursuant to Sections 5.1 and 5.2 of this Agreement, then the Parties shall receive fifty percent (50%) appropriation and distribution of the same, periodically, per the mutual agreement of the Parties, otherwise, upon termination of the JVC.

6.1   Representations and Warranties of JACKSON . JACKSON represents and warrants to EAU that:

(A)   Organization and Existence . JACKSON is an individual has full corporate power and authority to own and lease the properties and assets it now owns and leases and to carry on its business as and where such properties and assets are now owned or leased and such business is now conducted. JACKSON owns the formulas of the JACKSON Products and any and all rights attached to or arising from the Undeveloped Products and Concept Products and does not require the approval, consent or agreement from any other third party entity and/ or individual to enter into this Agreement and deal with the JACKSON Products and the Undeveloped Products and Concept Products.

(B)   Authority and Approval . JACKSON has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement is a valid and binding obligation of JACKSON, enforceable against JACKSON in accordance with its terms. When executed the Operating Agreement will be a valid and binding obligation of JACKSON enforceable against JACKSON in accordance with its terms. No other act, approval or proceedings on the part of JACKSON or any other person or entity is or will be required to authorize the execution and delivery of this Agreement and the Operating Agreement by JACKSON or the consummation of the transactions contemplated by each.

(C)   No Conflict . This Agreement and the Operating Agreement and the execution and delivery of each by JACKSON do not, and the fulfillment and compliance with the terms and conditions of each and the consummation of the transactions contemplated by each will not, (i) conflict with any of, or require the consent of any person or entity under, the terms, conditions or provisions of the articles of incorporation or bylaws of JACKSON, (ii) violate any provision of, or require any consent, authorization or approval under, any law or administrative regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to JACKSON, (iii) conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, lien, lease, agreement or instrument to which JACKSON is a party or by which it is bound or to which any of its assets or property is subject, or (iv) result in the creation of any lien, charge or encumbrance upon the assets or property of JACKSON under any such indenture, mortgage, lien, lease, agreement or instrument. JACKSON is not subject to any order, judgment, decree or award of any court or other judicial administrative or regulatory body or arbitrator having prospective effect.

(D)   Compliance . To the best of its knowledge, JACKSON has complied in all material respects with all laws, regulations, orders, judgments or decrees of any federal, state or local court or governmental authority or agency applicable to JACKSON with respect to its activities relating to the offer and sale of JACKSON Products.

(E)   Disclosure . No representation or warranty by JACKSON contained in this Agreement, nor any statement contained in the Operating Agreement or in any Schedule, Exhibit, certificate, list or other instrument furnished or to be furnished by JACKSON to EAU pursuant to this Agreement or the Operating Agreement or in connection with the transactions contemplated by either, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact which is necessary in order to make the statements contained herein or therein not false or misleading. There is no fact known to JACKSON which materially adversely affects, or in the future may (as far as JACKSON can now reasonably foresee) materially adversely affect, the condition (financial or other), properties, assets, business, operations or prospects of JACKSON. All documents delivered or to be delivered by JACKSON to EAU pursuant to this Agreement are or will be true and complete copies of what they purport to be.

6.2   Representations and Warranties of EAU . EAU represents and warrants to JACKSON that:

(A)   Organization and Existence . EAU is a c