Stock Purchase Agreement

STOCK PURCHASE AGREEMENT


This STOCK PURCHASE AGREEMENT ("Agreement") is made effective as of the 13 day of September, 2006, by and between Electric Aquagenics Unlimited, a Delaware corporation whose principal office is located at 1464 W. 40 South, Suite 200, Lindon, Utah 84042 ("EAU"), EOWORP, LLC, a Nevada limited liability company whose principal office is located at 139 South Denali Drive, Lindon, Utah 84042 ("EOWORP"), and Equilease, Inc., a Nevada corporation whose principal office is located at 1464 W. 40 South, Suite 200 ("Equilease").


R E C I T A L S:


WHEREAS, EAU owns all of the issued and outstanding stock of Equilease, a company organized to provide financing to franchisees of Zerorez Franchising Systems, Inc. ("Zerorez"), in order to allow such franchisees to purchase equipment from EAU;


WHEREAS, EAU desires to sell to EOWORP, and EOWORP desires to purchase from EAU, all of the issued and outstanding shares of Equilease (the "Equilease Shares") in exchange for the payment to EAU of (a) approximately $178,650.94 in trade payables owed to EAU by Zerorez, and (b) approximately $273,958.13 owed to Equilease by three franchisees of Zerorez as evidenced by four separate promissory notes;


NOW, THEREFORE, in consideration of the terms, conditions and other agreements set forth herein, the parties hereto agree as follows:


1. Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, EAU agrees to sell the Equilease Shares to EOWORP, and EOWORP agrees to purchase the Equilease Shares from EAU, in exchange for the cash payment of $452,609.07.


2. Escrow Agreement; Closing. The purchase and sale of the Equilease Shares shall be completed through the use of an Escrow pursuant to the terms and conditions of the Escrow Agreement attached hereto as Exhibit "A," which Escrow Agreement is incorporated herein by reference. The purchase and sale (the "Closing") provided for in this Agreement will take place at the offices of Kirton & McConkie, 60 E. South Temple, Suite 1800, Salt Lake City, Utah 84111, at such time and date as shall be agreed upon by the parties, provided that each party shall have delivered or deposited in the Escrow all funds, documents or agreements that are required to be delivered or deposited by the terms of this Agreement, by the terms of the Stock Purchase Agreement dated of the same date hereof between EOWORP and Peter F. Ullrich related to the sale of 590,000 shares of EAU common stock from EOWORP to Peter F. Ullrich, and by the terms of the Escrow Agreement. The Closing of the sale of the Equilease Shares will occur simultaneously with the Closing of the sale of EAU Shares from EOWORP to Peter F. Ullrich, LLC, and both transactions shall be handled by a single Escrow Agreement.


3. Escrow Deposits.


Prior to the Closing:


3.1 EAU shall deliver to, or deposit with, Kirton & McConkie as the Escrow Agent pursuant to the terms of the Escrow Agreement:


(i) original Certificate No. 001 representing all of the issued and
outstanding shares of capital stock of Equilease, Inc., duly endorsed for
transfer by EAU (or accompanied by duly executed stock powers);


(ii) four (4) original promissory notes in the aggregate principal
amount of $273,958.13 made by three franchisees of Zerorez and payable to
Equilease (the "Zerorez Notes"); and


(iii) such other documents or items as the Escrow Agent shall
reasonably request.


3.2 There shall be deposited in the Kirton & McConkie trust account as part of the closing of the sale of EAU Shares from EOWORP to Peter F. Ullrich the sum of $885,000.


4. Closing.


At the Closing:


4.1 The Escrow Agent shall deliver the original Certificate No. 001
representing the Equilease Shares to EOWORP, together with duly executed
stock powers transferring ownership of the Equilease Shares to EOWORP;


4.2 The Escrow Agent shall deliver to EOWORP the Zerorez Notes;


4.3 The Escrow Agent shall cause the $885,000 deposited in the Kirton
& McConkie trust account to be disbursed as provided in the Escrow
Agreement;


4.4 The trade payable in the amount of approximately $178,650.94 owed
to EAU by Zerorez shall be reflected on the books of EAU as being paid in
full.


5. Representations and Warranties of EAU. EAU represents and warrants to EOWORP as follows:


5.1 Capital Stock. The authorized capital stock of Equilease consists of 10,000,000 shares of $0.001 par value common stock, of which, as of June 30, 2006, a total of 10,000,000 shares had been issued and were outstanding, all of which are owned by EAU. The Equilease Shares were duly and validly issued, and are fully paid and nonassessable. EAU has good title, beneficially and of record, to the Equilease Shares, free and clear of all security interests, liens, claims, encumbrances and other contractual restrictions of any kind. The transfer and delivery of the Equilease Shares by EAU to EOWORP as contemplated by this Agreement will transfer good and marketable ...