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                   AQUACELL TECHNOLOGIES, INC.
                   ---------------------------

            DEAL POINTS TO CONCLUDING AGREEMENT WITH
            ----------------------------------------

                CORBETT WATER TECHNOLOGIES, INC.
                --------------------------------


1. In exchange for the return of the exclusive under the
   Distribution Agreement and Joint Venture Agreement, Corbett
   Water will recover its net advances in the water business up
   to $1,336,582, per attached analysis prepared at your request,
   by Gary Wolff after his visit to Forth Worth.  This amount
   will be recovered through the proceeds received from:

   . Payments from AquaCell based upon 5% of the revenues
     generated by its Global Water-Aquacell subsidiary.
   . Proceeds from sales of AquaCell stock under Rule 144,
     including proceeds from shares sold in may, 2003.
   . Proceeds from sales of stock in AquaCell Media, Inc., under
     Rule 144.

2. Corbett Water continues to sell, on a non-exclusive basis, in
   the areas in which it retains salesmen.
3. S & B Technical purchases AquaCell's 15% interest in Corbett
   Water for $274,000 in exchange for a three-year note.  The
   note will carry interest at 4% to be paid on a semi-annual
   basis.  The principal will be repaid from 100% of the 5%
   commission payments received by Corbett Water and 100% of the
   proceeds received from the proceeds from sales of AquaCell
   stock after the recapture of the net advances of $1,338,582.
4. Corbett will retain 100,000 warrants at a $5 exercise price.
   Corbett will return the 100,000 warrants exercisable at $6 and
   the 100,000 warrants exercisable at $7 so that AquaCell is not
   required to take additional Black Scholes write-offs.
5. On Monday June 2, 2003 Corbett Water will wire $204,245 to
   STB/Overlook Ventures/Mel Stier in full payment of the
   remaining open invoices.
6. Upon acknowledgement of receipt of the wire AquaCell will
   cause its attorney to issue an Opinion of Counsel with respect
   to the 117,000 shares pursuant to Rule 144.
7. AquaCell will convert inventory in accordance with our
   previous discussion: 300UVs to 300ROs and 500UVs to 500ROs at
   no charge, and model 100s to 300ROs based upon the difference
   in the selling price of the coolers to Corbett Water.
8. This agreement supercedes all previous agreements executed
   between the parties.
9. AquaCell will not delay future Opinions of Counsel for sale of
   stock under Rule 144.

   AquaCell Technologies, Inc.     Corbett Water Technologies, Inc.
                                   S & B Technical Products, Inc.

  /s/ James C. Witham              /s/ Brad Corbett, SR.
  ________________________         _____________________________
  By: James C. Witham, CEO         By: Brad Corbett, SR.

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