Exclusive Worldwide Distribution Agreement

WATERGEEKS LABORATORIES INC.

- AND -

FRESHWATER TECHNOLOGIES INC.


EXCLUSIVE WORLDWIDE DISTRIBUTION AGREEMENT


October 9, 2008

EXCLUSIVE WORLDWIDE DISTRIBUTION AGREEMENT

THIS EXCLUSIVE WORLDWIDE DISTRIBUTION AGREEMENT (the " Agreement" ) is made this 9th day of October, 2008.

B E T W E E N:

WATERGEEKS LABORATORIES INC., a company duly incorporated under the laws of Canada and having its head office located at 300-2130


Leckie Place, Kelowna, British Columbia.


(the "Company ")

- and

FRESHWATER TECHNOLOGIES INC., a company duly incorporated under the laws of the State of Nevada, and having its head office located at 30 Denver Crescent, Suite 200, Toronto, Ontario.


(the " Distributor")

RECITALS:


1.

Company is the owner or has an interest in Patents, Products, Names and Marks as described herein and has the right to appoint an exclusive distributor of its Products;

2.

Company wishes to appoint and Distributor wishes to accept the appointment of the exclusive, worldwide right to distribute and sell the Products, and the rights to otherwise Use the Products, Names and Marks to accomplish this Purpose, subject to the terms of this Agreement and upon the satisfaction of certain conditions by Company or the waiver of such conditions by Distributor.

NOW THEREFORE , in consideration of the mutual covenants set forth in this Agreement and the exchange of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1

Definitions.

Wherever used in this Agreement, unless there is something in the subject matter or context inconsistent therewith, and unless otherwise defined in this Agreement, the following terms shall have the following meanings:

" Affiliate " means any business organization, present or future that controls, is controlled by, or is under common control with a Party. "Control" for this definition is defined as directly or indirectly holding or controlling at least a majority of voting power or operating control (at least fifty percent (50%) of the voting stock or other ownership interest of the corporation or entity), whether through ownership of voting securities, by contract or otherwise;

" Applicable Laws" means the laws, regulations, rules, notices, and other legislative, executive or judicial decisions or pronouncements binding on either Party or in relation to the subject matter of this Agreement;

" Business Day " means a day, other than a Saturday or Sunday, on which the principal commercial banks located in the City of Toronto, Canada are open for business during normal banking hours;

" FOB Destination" stands for "Freight on Board" and means that for an order submitted to Company by Distributor, Company will pay shipping costs and remain responsible for the goods, including insurance


and replacement of lost or damaged Products, until Distributor or other party designated by Distributor takes possession of the Products;

" Closing" means the closing of the Agreement, in accordance with Article 6 herein;

" Closing Date" means, subject to Articles 7 and 8 herein, January 4th or such earlier or later date as agreed to in writing by the Parties;

" Company" means Watergeeks Laboratories Inc.;

" Defaulting Party" has the meaning ascribed to it in Section 10.2 herein;

" Dispute " has the meaning ascribed to it in Section 9.1(a);

" Distributor" means Freshwater Technologies Inc.;

" Due Diligence Period" means a period commencing on the Effective Date and ending on January 3, 2009, unless such period is reduced at the sole election of Distributor following its written notification of the change in the Due Diligence Period to Company;

" Effective Date" means the date of this Agreement first stated above;

" Infringement Claim" means any suit, claim, or proceeding brought against Distributor alleging that Distributor' s use of the Patents constitutes an infringement of any third party' s Intellectual Property Rights;

" Intellectual Property Rights" means any and all rights in any invention, discovery, improvement, utility model, copyrightable work, industrial design or mask work, algorithm, data structure, trade secrets or know-how, or any idea having commercial value and includes (i) any trademark, trade dress, trade name, domain name, or other marks that serve to identify and distinguish goods or services as coming from, or falling under the control of, a single source; and (ii) all rights of whatsoever nature in computer software and data, all intangible rights or privileges of a nature similar to any of the foregoing in every case in any part of the world and whether or not registered, and all rights in any applications and granted registrations for any of the foregoing rights.

" Marks" means all trademarks worldwide registered in the name of Company or licensed to Company;

" Names" means all trade names worldwide used by Company;

" Parties" means collectively, Company and Distributor;

" Party" means individually, Company or Distributor;

" Patents " means all classes or types of patents and patent applications (including all divisions, continuations, continuations-in-part, reissues, renewals, and extensions thereof and any counterparts claiming priority therefrom), inventions, methods, processes and discoveries that may be patentable, and utility models, patents of importation/confirmations, and certificates of invention and the like and statutory rights for the aforementioned of all countries of the world that Company owns or holds an interest in as of the Effective Date or thereafter;

" Person " means any natural person, sole proprietorship, partnership, corporation, trust, joint venture, any governmental authority or any incorporated or unincorporated entity or association of any nature;


" Products " means all products manufactured, offered or controlled by the Company or those products for which the Company has the right to manufacture, offer or control, on or after the Effective Date including but not limited to the Products specified in Schedule " A" hereto;

" Purpose" means the exclusive right to offer to sell, sell, export or otherwise disposing of Products in the Licensed Territory for the Term;

" Tax" means all taxes imposed by the relevant tax authorities in accordance with Applicable Laws;

" Territory" means every region and territory worldwide;

" Term " has the meaning ascribed to it in Section 10.1 herein;

" Terminating Party" has the meaning ascribed to it in Section 10.2 herein; and

" Use " means any form of practice or utilization of Products, Names and Marks, other than the distribution or sale of the Products.

" Year" means any twelve-month period ending on each anniversary of the Closing Date for the duration of the Term

1.2

Rules of Interpretation.

In this Agreement:

(a) When calculating the period of time within which or following which any act is to be done or step taken, the date which is the reference day in calculating such period will be excluded. If the last day of such period is not a Business Day, the period will end on the next Business Day;

(b) A reference to any Applicable Laws or to any legislation or to any provision of Applicable Laws or of any legislation includes a reference to such Applicable Laws or legislation as amended or modified from time to time;

(c) The division of this Agreement into separate articles, sections, subsections and schedules, the provision of a table of contents, the Agreement' s title and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement;

(d) Any reference to any government authority or department includes such authority or department at federal, state, provincial, municipal and other levels;

(e) Any references in this Agreement to government ministries, bureaux, departments, commissions, agencies, etc. shall include all successor entities thereto;

(f) In this Agreement, the masculine form includes the feminine form and the singular form includes the plural form, and vice versa;

(g) Any reference to any Party to this Agreement or to any other party to any contract, agreement or document includes a reference to that party' s successors and permitted assigns;

(h) Unless specified otherwise, all statements of or references to dollar amounts in this Agreement refer to Canadian dollars;


(i) Words or abbreviations which have well known or trade meanings are used herein in accordance with their recognized meanings; and,

(j) The words " includes" or " including" mean " includes without limitation" and " including without limitation" respectively.

1.3

Schedules

The following Schedules annexed to this Agreement are integral to, and form part of, this Agreement:


Schedule A

Description of the Products


Schedule B

[Blank]


Schedule C

[Blank]


Schedule D

Quotas


Schedule E

Prices

ARTICLE 2 DISTRIBUTOR

2.1

Distributor.

Subject to the terms and conditions of this Agreement, Company hereby grants to Distributor the exclusive right to offer to sell, sell, export or otherwise disposing of Products in the Licensed Territory for the Term (the " Purpose" ) and the non-exclusive right to Use the Patents, Products, Names and Marks in the Licensed Territory for the Term in relation to carrying out the Purpose.

2.2

Sublicense

Distributor may not sublicense to any Person for the Term, including Company, to carry out the Purpose except in accordance with the terms of this Agreement.

2.3

Quotas.

Subject to the terms and conditions of this Agreement, Distributor agrees:

(a) to purchase Products in such minimum quantities as set out in Schedule " D" hereto per twelve-month period ending on each anniversary of the Closing Date for the duration of the Term (" Year" ).

(b) that during any Year, it may vary the quantity of units per type of Product that it purchases from Company if the total dollar amount spent by Distributor for the purchase of Products from Company in that Year equals the dollar amount that Distributor would have spent had it purchased the quantity of units per type of Product set out in Schedule " D" hereto.

2.4

Delivery.

Subject to the terms and conditions of this Agreement, Company agrees that in satisfaction of each order for Products from Distributor:

(a)

Company shall deliver all Products to Distributor promptly and FOB Destination;

(b) Company shall deliver to Distributor only Products that meet or exceed the Health and Safety, bottling and labelling laws, regulations and standards of all jurisdictions of North America.


(c) Company shall deliver to Distributor only Products that are of first class commercial quality and manufactured strictly in accordance with the Products' specifications.

ARTICLE 3 PAYMENTS

3.1

Payment and Delivery of Shares.

(a) Subject to the terms and conditions of this Agreement, the Parties agree that Distributor shall pay Company Thirty Million (30,000,000) restricted common shares (the " Shares" ) upon Closing of this Agreement.

(b) The Distributor shall issue the shares from Treasury within seven days of the Effective Date. The shares will be held in escrow as a condition of the issuance of the Shares and released according to the terms and conditions of an escrow agreement governing the escrow and delivery or cancellation of the Shares to be agreed to and executed by the Parties.

(c) Upon the delivery of notice of satisfaction of the Due Diligence review from Distributor to Company, Distributor shall pay the Shares to Company.

3.2

Tax.

Company acknowledges and agrees that it is responsible for all Taxes imposed on it in respect of the signing or performance of this Agreement and the recei ...