Participant Revenue Sharing Agreement

This Participant Revenue Sharing Agreement (“Agreement”) is made effective and entered into as of this ___ day of March, 2009, by and between Pure H20 Bio-Technologies, Inc., a corporation organized and existing under the laws of Florida., located at 370 West Camino Gardens Blvd, Suite 300, Boca Raton, Florida 33432 (“hereinafter referred to as the “Company”) and ___________________, with its principal office located at ______________________(herein referred to as “Participant.”)

1. WHEREAS, Pure H20 Bio-Technologies, Inc., is a bio-technology corporation formed under the laws of the State of Florida, for the purpose of developing and providing consumers certain potable water disinfection delivery systems, filtration and purification products to address health concerns resulting from microbiological contamination of drinking water. The Company intends to offer qualified individuals and /or entities (herein referred to as (“Participant”) the opportunity to participate in revenues generated in its first pilot program of the Company’s first 100 Potable Water Disinfection Systems (herein referred to as “Unit” or “Units”) for use in related medical facilities upon final certification currently under contract with National Sanitation Foundation (NSF). This Agreement is one of a limited number of Agreements for the participating of revenue sharing of the Corporation’s Hospital Potable Water Disinfection Delivery Systems by a limited number of suitable participants. Execution of this Agreement by the Participant shall constitute an offer by the Participant to subscribe for the number of Units set forth in Section 2 hereof on the terms and conditions specified herein. The Corporation has the right to reject such subscription offer or, by executing a copy of this Agreement, to accept such offer. If the Participant’s application is rejected for any cause as deemed by the Board of Directors of the Company, the payment accompanying this Agreement will be returned with the notice of rejection.

2. Subscription Amount and Payments.

The Participant hereby subscribes to an aggregate of five (5) Units of the Corporation's Potable Water Disinfection Delivery Hospital System(s) Model number 7000 at a price of $12,500 per unit and tenders its payment of $62,500. Payable to Pure H20 Bio-Technologies, Inc. as full payment for his or her participation in revenue sharing derived from the aggregate amount of Units specified above.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:

TERMS:
1. This Participant Revenue Sharing Agreement (the “Agreement”) sets forth the terms under which the undersigned Participant (the "Participant") will provide funds in advance to commence the manufacture of the Company’s Hospital Potable Water Disinfection System Model 7000 on a wholesale cost per Unit (the “Unit”) basis at a price of $12,500. per Unit. Upon receipt and acceptance of the advance payment in accordance with the terms and conditions set forth below in this Agreement, the Participant shall be entitled to share in the revenue sharing as generated for each Unit or Units subscribed for above after such revenues are received by the Company. Subject to further provisions of this section 1, the Company agrees to pay Participant an amount equal to (50%) from the net proceeds received by the Company from the following intended contract(s): (i)direct purchase agreement(s), (ii)lease agreement(s) or (iii) rental agreement(s). The Company and Participant will share equally from revenues for the full term of one of the above described executed contracts including renewals, but not to exceed the anticipated 10 year life of the Unit. Upon completion the Company agrees to use the final Unit, if necessary, as collateral to cover the initial wholesale Unit cost as described in #2 above.

2. The Unit is comprised of a single Hospital Potable Water Disinfection Delivery System intended for use under strict policies as defined by protocol and criteria associated with NSF standards along with other local and state regulatory agencies.
In this regard, all contract agreements including sales agreement, lease agreements or rental agreements shall be negotiated by the Company’s authorized representatives. Upon review of each contract procured by its representative, the Board of Directors will approve or reject each contract executed by authorized directors or officers employed by Hospitals, Nursing Homes, Assisted Living Facilities, Day Care Centers and other related medical facilities. In the event the Board of Directors deems a contract suitable in all respects, the Participant will be notified via Email or telephonically of the status of his or hers Unit.

3. Obligation to Pay Participant From Proceeds Received from Sale, Lease or Rental Income. For value received on each Unit, Pure H2O Bio-Technologies Inc., Inc., a Florida Corporation (the “Company”), hereby promises to pay to the undersigned Participant (the “Participant”), an amount equal to 50% of the proceeds after received and accepted by the Company from either the sale, lease or rental income contract procured by the Company as executed by one of the above described facilities on a per Unit basis as subscribed for by the Participant. The Company intends to outsource and rely on qualified service maintenance companies to monitor the Company’s Units therefore maintenance and service contracts are not part of the revenue sharing agreement.

Acknowledgements:

(i) The undersigned Participant acknowledges that the Company has works years to develop its product(s), technology and testing and agrees that it has no rights, title or interest in ownership or licensing of the Company’s products and /or technology in all respects. (ii) The Participant acknowledges and agrees that this Participant Revenue Sharing Agreement is for the sole purpose to advance funds to the Company’s pilot program in order to commence the manufacture of its first 100 Units, complete its final stage of certification conducted by NSF, and to procure sales agreements, lease and rental agreements. In exchange for the Participant to advance funds on a wholesale unit basis, the Company agrees to pay the Participant 50% of the revenue collected by the Company for each Unit contracted in the form of a lease or rental or sale agreement of which the Participant subscribed for in this agreement. (iii) The Participant acknowledges that each individual Unit produced is owned by the Company in its entirety, including its engineering design, technology, patents, protocol, laboratory tests including bench, kinetic, pre-certification, scientific reports, papers, intellectual data and any future testing or final certification results. Proceeds received from this Agreement shall, upon receipt, immediately be disbursed to the Corporation working capital account to pay for the following: purchase of product inventory, labor and assembly of the Hospital Potable Water Disinfection Delivery System and fees related to the certification process conducted by National Sanitation Foundation (NSF). The Company has executed its agreement(s) with NSF to go forward prior to this date for its Hospital Potable Water Disinfection Delivery System.


4. Participant Representations, Warranties and Covenants.

The Participant represents warrants and covenants to the Corporation as follows:

(a) The Participant (i) has received no general solicitation or advertisement and has attended no seminar or meeting with regard to executing this Participant Revenue Sharing Agreement in regard to the Company’s Hospital Potable Water Disinfection System(s). (ii) has, alone or together with such Participant's Representative, if any, (as hereinafter defined) such knowledge and experience in startups, regulatory authority, compliance matters on state and local levels, delays and that the Participant is capable of evaluating the relative risks and merits of this Agreement. (iii) has satisfied itself as to the full observance by this offer to participate in the revenue sharing in exchange for the advanced funds to commence the manufacture of the Company’s first 100 Potable Water Disinfection Delivery Systems.(iv)is sophisticated with respect to this type of transaction in its risks and rewards and has had the opportunity to ask questions and receive answers to any and all questions the Participant had with respect to the Company, its Business Plan, Management and current financial condition.(v) is comfortable in participating in revenue sharing after the Units are manufactured then sold or leased or rented. (vi) is comfortable in respect that upon completion of the Unit its value is higher than the initial wholesale Unit cost and will be used as collateral, if necessary, to cover the advanced funds. (vii) The Participant is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings in regard to the financing of the Company’s pilot program to manufacture Units, procure rent, lease or sale agreements of the Company’s Potable Water Disinfection Delivery System, Model 7000 for the intended use for patients and sensitive individuals with immune compromised conditions.

(b) The Participant understands that the offer to participate in revenue sharing in the form of rental or leases is being made pursuant to the final certification through the EPA’s designated agency NSF located in Michigan. The Participant is familiar with the nature of delays in connection with government agencies and has been advised and understands that his or her hospital unit or units could result in a rent, lease or sale in another country deemed by the board of directors of the Company. The Participant is fully aware of the material risks associated with further testing or engineering modification as requested by NSF to comply with certification criteria.

(c) The Participant has had an opportunity to ask questions of and receive answers from the President and/or other officers and directors of the Corporation concerning (i) the terms and conditions of this Participant Revenue Sharing Agreement and the transactions contemplated hereby, as well as the affairs of the Corporation and related matters.

(d) The Participant has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (c) hereof;

(e) Any information supplied to the Participant by the Company or the President or any other person is intended solely to assist him/her in conducting an investigation into the merits of such participation and is not to be considered a representation of the Corporation.

(f) The Participant has received, completed and returned to the Company a questionnaire relating to the Participant general suitability and the Participant hereby affirms the correctness of the answers to the questionnaire;

(g) The Participant will not transfer or assign this Agreement, or any interest therein if this Agreement is accepted, the assignment and transferability of the Agreement by the Participant.


4. Responsibility. The President of the Company will exercise his best judgment in the conduct of all matters arising under this Participant Revenue Sharing Agreement; provided, however, that this provision shall not enlarge, limit or otherwise affect the liability of the Corporation or its President. The undersigned Participant shall indemnify and hold harmless the Corporation, any corporation or entity affiliated with the Corporation; the officers, directors and employees of any of the foregoing; or any professional advisor thereto, from and against any and all loss, damage, liability or expense, including costs and reasonable attorney's fees at trial or on appeal, to which said entities and persons may be subject or which said entities and persons incur by reason of or in connection with any misrepresentation made by the Participant, any breach of any of the Participant’s warranties or the Participant’s failure to fulfill any of the covenants or agreements under this Agreement.

5. Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements contained herein shall survive the delivery of and the payment for the Unit(s).

6. Notices. Any and all notices, designations, consents, offers, acceptances or any other communication provided for herein shall be given in writing by registered or certified mail which shall be addressed in the case of the Corporation to Pure H20 Bio-Technologies, Inc., at its address located at 370 West Camino Gardens Blvd., Suite 300, Boca Raton, Florida 33432 and in the case of the Participant, at the address first written above.

7. Miscellaneous. This Participant Revenue Sharing Agreement (“Agreement”) shall be governed by, construed and enforced in accordance within the laws of the State of Florida substantive, procedural and remedial. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. This Agreement shall be binding on and shall inure to the benefit of the Parties and their respective successors, assigns, executors and administrators but this Agreement and the respective rights and obligations of the parties hereunder shall not be assembled by any party hereto without the prior written consent of the other. This Agreement represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof; and can not be amended, supplemented or modified except by an instrument in writing signed by the party against whom enforcement of any such amendment, supplement or modification is sought. The failure of any provision of this Agreement shall in no manner affect the right to enforce the other provisions of same, and the waiver of any party of any breach of any provision of this Agreement shall not be construed to be a waiver by such party of any succeeding breach of such provision or waiver by such party of any breach of any provision.


EXECUTION PAGE

8. Participant Information.

Please print the following information:

Participant’s Individual Name or Entity: __________________

Participant’s Address: _______________________________

Telephone/Email address: ___________________________


IN WITNESS WHEREOF, I have executed this Agreement as Participant this ____ day of March, 2009.

Acknowledged and Agreed to:
SUBSCRIBED FOR _____Units

PARTICIPANT:

_______________________________
Name of Entity


By: ____________________________
Name:
Title:

AGREEMENT ACCEPTED BY:

PURE H2O BIO-TECHNOLOGIES, INC.
a Florida Corporation

By: _________________________
Joseph P. Doxey, President

Date:__________________, 2009