FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (the “ First Amendment ”) is made and entered into this 25 ^th  day of March, 2009 (the “ Effective Date ”), by and between Water Science, LLC, a Delaware limited liability company (“ Water Science ”) and EAU Technologies, Inc., a Delaware corporation (the “ Corporation ”).

WHEREAS, the Corporation and Water Science, and Water Science executed and delivered that certain Stock Purchase Agreement, dated October 6, 2008 (the “ Stock Purchase Agreement ”), pursuant to which Water Science agreed to purchase from the Corporation, and Corporation agreed to sell to Water Science, a total of 2,500,000 shares of the Common Stock of the Corporation at a purchase price of $1.00; and

WHEREAS, the Corporation and Water Science desire to amend the Stock Purchase Agreement to modify the payment schedule to the payment of the Purchased Shares.

NOW, THEREFORE, in consideration of the mutual cov