AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT
AMENDMENT
TO THE REGISTRATION RIGHTS AGREEMENT
This
Amendment to the Investment Agreement is made as of the 18th day of DECEMBER
2007.
BETWEEN
GLOBAL
WATAIRE, A NEVADA CORPORATION (THE "COMPANY")
AND
DUTCHESS
PRIVATE EQUITIES FUND, LTD. (THE "INVESTOR")
WHEREAS,
THE COMPANY AND THE INVESTOR DESIRE TO AMEND THE REGISTRATION RIGHTS AGREEMENT
DATED AUGUST 24, 2007.
WHEREAS,
THE COMPANY AND THE INVESTOR DESIRE TO AMEND THE REGISTRATION RIGHTS AGREEMENT
TO REMOVE LANGUAGE REGARDING THE REQUIREMENT THAT THE COMPANY INCORPORATE A
PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT UPON A REQUEST BY THE
INVESTOR.
NOW,
THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED IN THIS AMENDMENT
TO THE REGISTRATION RIGHTS AGREEMENT, AND FOR OTHER GOOD AND VALUABLE
CONSIDERATION (THE RECEIPT AND ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, THE
COMPANY AND THE INVESTOR AGREE AS FOLLOWS:
1) SECTION
3(M) SHALL BE REMOVED.
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2) ALL
TERMS WITHIN SECTION 3 OF THE REGISTRATION RIGHTS AGREEMENT SHALL
BE
ADJUSTED TO REFLECT THE APPROPRIATE REFERENCE SECTION.
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3) ALL
OTHER TERMS OF THE INVESTMENT AGREEMENT SHALL REMAIN IN FULL FORCE
AND
EFFECT.
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GLOBAL
WATAIRE INC.
BY:
/S/ XXXXXX
XXXXXXX
XXXXXX XXXXXXX, C.E.O.
DUTCHESS
PRIVATE
EQUITIES
FUND, LTD.
BY: /S/ XXX
XXXXX
TITLE:
DIRECTOR