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CONFIDENTIALITY STATEMENT This confidential business plan (the Plan) is being delivered to a select number of parties who may be interested in entering into a strategic or investment transaction (the Transaction) involving INFINITE WATER (collectively " INFINITE WATER " or the "Company"). The sole purpose of this Plan is to assist the recipient in deciding whether to proceed with an in-depth investigation of the Company in accordance with procedures established by INFINITE WATER management. Neither INFINITE WATER, its management, nor any of its respective representatives makes any representation or warranty, expressed, or implied, as to the accuracy or completeness of the information contained herein or any other written or oral communication transmitted or made available to any recipient. INFINITE WATER, its management, and their respective affiliates and representatives expressly disclaim any, and all liability based, in whole or in part, on such information, errors therein or omissions thereto. This Plan does not purport to contain all of the information that may be required to evaluate all the factors that would be relevant to a recipient considering entering into any Transaction and any recipient hereof should conduct their own investigation and analysis. In addition, this Plan includes certain projections provided by the Company with respect to the Companys anticipated future performance. Such projections reflect various assumptions of management concerning the future performance of the Company. These assumptions may, or may not prove to be correct. No representations are made as to the accuracy or reasonableness of such assumptions or the projections based thereon. Only those representations and warranties, which may be made in a definitive written agreement relating to the transaction, when, and if, executed, and subject to any limitations and restrictions, as may be specified in such definitive agreement, shall have any legal effect. In no event will INFINITE WATER, its management, or their respective affiliates and representatives make any representations or warranties regarding this Plan, or the projections contained herein, in any such definitive agreement. This Plan and any other information related to the Company provided to the recipient shall remain the sole property of INFINITE WATER and may not be copied, reproduced or distributed (or any of the contents herein communicated) to others without the prior written consent of INFINITE WATER or its management. INFINITE WATER reserves the right to require the return of this Plan and such other information at any time. INFINITE WATER and its management undertake no obligation to provide the recipient with access to additional information and INFINITE WATER management reserve the right, at any time, to terminate participation by any party in its investigation or evaluation of a potential transaction.

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Table of Contents
1 Executive Summary ............................................................................................................................... 4 1.1 The Business ............................................................................................................................................................. 4 1.2 The Window of Opportunity ................................................................................................................................... 4 1.3 The Business History ............................................................................................................................................... 5 1.4 The Business Concept .............................................................................................................................................. 7 1.5 Management, Personnel and Facilities ................................................................................................................... 8 1.6 The Products........................................................................................................................................................... 10 1.7 Strategies & Roadmap ........................................................................................................................................... 12 1.8 Product Development ............................................................................................................................................ 13 1.8.1 2 Development Tasks, Schedule and Budget ................................................................................................. 13 1.8.2 Component and Assembly Cost Analysis ................................................................................................... 14 Capital Needs ........................................................................................................................................ 15 2.1 Financing and Use of Proceeds ............................................................................................................................. 15 2.2 Projected Return on Investment ........................................................................................................................... 15 2.3 Exit Strategy ........................................................................................................................................................... 15 2.4 (3) Year Quick Cash Flow Analysis ...................................................................................................................... 16 2.5 Safe Harbor Statement, Attachments and Financials ......................................................................................... 16

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Executive Summary 1.1 The Business

INFINITE WATER, INC. (INFINITE WATER) was formed to develop, manufacture, sell and service the first generation of Atmospheric Water Generators (AWG) using seven US patents and pending patents that allow INFINITE WATER to control and develop the market without patent infringement. Infinite Water patents are broad based and create a technology barrier to all other companies that intend on producing an AWG using Thermo Electric Technology (TEM) and intend on entering the leased water cooler market. We have a contract manufacturer in place with production ready samples of the initial unit to be retrofitted with our proprietary patented technology. We are in the initial stage of development for our ultra filtration filters and their design with a prominent company that has been in the AWG business before. Within six (6) months of capital investment we will lease/sell primarily to customers of home &, office delivery of bottled water in the US and larger commercial units for the international market. INFINITE WATER is a Nevada corporation. INFINITE WATER will use two sales channels focusing on selling AWG products that provide a secure water source while reducing the cost of water consumption and improving our customers water quality. The Company will manufacture, contract sale, sell through distributors, and employ a program with advertising, marketing and sales programs in conjunction with a website that has both an online store and an educational section to teach people about water and AWGs. INFINITE WATER will establish a leasing identity that will provide a low cost entry for customers that are sold units from the distribution network in the US, Mexico and Canada. INFINITE WATER has an established financial plan with detailed expenses, high return on investment, based on a conservative sales forecast. INFINITE WATER Objectives: Becoming cash flow positive after sixteen months of operation and beginning loan repayment or dividend payments Create wealth for our investors Be the market share leader of AWG water products in the US and world market Provide clean, healthy secure water for our customers Make reliable, Green easy to use products 1.2 The Window of Opportunity

INFINITE WATER anticipates releasing the assembly production version of an AWG to the market for sale in first to third quarter of 2014. The production consumer AWGs will be assembled from knock down part and sub-assemblies from vendors in the Southeast Asia (Singapore and Malaysia). A Proof of Concept unit is currently operational for review and the production units will carry the new patented thermoelectric engine that replaces the older refrigeration compressor technology. These units are available for review. The Companys consumer units can contain all the proprietary components that will be a part of the AWG production units that surpasses any other comparable product in purification or atmospheric water generation; First generation (Peltier) AWGs will be focused on a small unit for consumer, commercial and military applications. INFINITE WATER will develop a sales distribution and service location in Orlando, Florida and will be ready for leasing the consumer AWGs. All of these products are scheduled for implementation in assembly and pre-production
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prototypes for our Peltier units in Q1 2014. Once the company has produced the production unit AWG, it will seek its first orders direct from consumers. This process could take 2-3 months and should be completed in Q4 2013. During this time, INFINITE WATER will begin initial marketing and administration of the AWGs to domestic and international customers. INFINITE WATER believes it will ship 21,000 AWGs by end of fiscal 2014. Several larger AWGs models are scheduled for release during fiscal 2014-15. 1.3 The Business History

The INFINITE WATER/J.J. REIDY founders developed the core innovations and Seven US patents, U.S. Patent No(s). (#7,337,615 B2), (#5,149,446), (#5,106,512), (#5,203,989), (#5,336,705), (#501,847,507) (#501,847,580) and perfected them to a pre-production unit using several strategic alliances. The Company owns seven patents that provide an exclusive right to sell AWGs in the USA and in select international countries, that includes all designs for intended use with human consumption. Additional technologies are being developed and some may be acquired to enhance the Companys intellectual property portfolio. Pros and cons of drinking AWG water vs. delivered bottled water: Pros for AWG Costs less than bottled water alternatives, easy to rent or lease Pure Water That Tastes Good Eco Friendly Green Technology 12Volt operation for alternative energy sources, (Solar, Wind). No bottles to carry or store Few moving parts, rugged for outdoor or military use Convenient and quiet operation while being energy efficient Provides purified air while making water, no odor Cons for bottled water Much more expensive than AWG Heavy bottles and storage High Carbon Unit Usage It may just be tap water It may be contaminated with bacteria or other chemicals

Specifically, we will target different types of customers: The home user The small and medium size business The commercial customer The military

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Market Segmentation We have broken down our target markets into the following categories: Home This segment is the huge market of people using bottled water in their homes. We estimate there to be about 20,000,000 locations using bottled water in the United States, with about a 5% per year growth rate. Small and Medium Size Business The small office market is also quite large, with a 5% per year growth rate. Most of these businesses have bottled water and could benefit from our AWG. Commercial This market segment has huge potential for sales where natural disasters occur and remote water supplies are required. It has a 2% per year growth rate . Military There is a great need for water in areas such as military exercises or in battle. Logistics play a large role in how effective a mobile force can be. We see a sub-assembly as a small unit that would fit into other spaces such as a personal backpack or as an accessory to a Hummer vehicle. The unit can be designed for many other military uses.

Strategy and Implementation Summary The primary strategies of INFINITE WATER are: Lease AWG water products and programs that are superior to current bottled water services and provide fresh water production machines to the world. Provide options for our customers and nurture relationships with them by providing an ongoing marketing program of additional products and services, while providing superior customer service. Continue to develop new and better technology to sell.

Competitive Edge The primary competitive edge of INFINITE WATER is our product features, economic benefits and the market controlling patents and strategic partnerships that we have which allow us to monopolize the global market. We also create a large profit center from leasing programs that create a low cost entry for consumers to acquire one of our AWGs. We market our products by educating our customers so they know that we are the only company that carries AWG products that solve fresh water needs while eliminating the need for heavy bottles and expensive services. The products (AWG) are manufactured and assembled in a contracted facility, allowing us to manufacture the units at a low cost and have a quick turnaround in availability. Online, we will be the best at educating our customers. We will show them why they need our products and how those same products will help solve their water problems throughout the world. INFINITE WATER products will address all of the following key trends in the water industry: Eco-Friendly GREEN Technology Producing water at a substantially lower cost Pure, clean healthy water in almost any location Easy to use and service A secure water source that prevents contaminates Multiple sizes, from in-house units to large commercial units providing up to 1000 gallons per day
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No storage or carrying of water bottles Providing purified clean air as a by-product of water production

GREEN TECHNOLOGY Infinite Water has an added advantage of being a GREEN TECHNOLOGY We have the ability to conform to all power usage requirements that meet energy efficiency regulations that lower the cost for operations and help the environment. We run on 12V for portable or alternative energy sources. The AWG unit can be rated Energy Star efficient by design and allows a programming feature that can shut down the unit during peak energy consumption times during the year and during the day. This type of programming allows the unit to be a primary consideration for purchase by the government. It also lowers the overall cost of use and cost per gallon for consumers. Comparatively, Infinite Waters program for consumers compared to standard water delivery services is absent of all the energy and cost uses needed to deliver bottled water. GREEN ATTRIBUTES: Meets or exceeds household appliance energy efficiency standards Meets power regulations or recommendations set by state and county for power usage during day or run on 12V. Eliminates cost and use of fuel for water delivery Reduces auto emissions from delivery vehicles Reduces water usage from cleaning water bottles Reduces power consumption from sanitizing returned and new water bottles Eliminates plastic bottle production and bottles that become waste 1.4 The Business Concept

INFINITE WATER plans to manufacture and sell product and generate revenue through the following programs: Assemble/Manufacture- sell and service several sizes of AWG models under the INFINITE WATER brand name to the consumer, business office, commercial and military markets. License manufacturing and distribution to international companies Provide low cost easy to enter rental programs for consumers over the appliances life. Sell aftermarket filters and parts for service. Private label AWG water engine system with distributors and system integrators and promote INFINITE WATER Inside branding Sell AWGs to small private bottled water companies and share in contract revenues; Sell water product peripherals and extended warranties.

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Combining Infinite Water product design with its proprietary patents, AWG assembly is relatively simple and requires low capital investment to make an assortment of water generating capacity models. Infinite Water patented intellectual property, technology knowledge and proprietary processes provide a fast road to revenue. INFINITE WATER is in the process of filing additional patents on its next generation key innovations and processes used in making its patented AWGs. After establishing a position in bottled water and AWG markets, INFINITE WATER will pursue other high volume, growth and margin niche markets. Some possibilities include medical, recreational, back end sales, security and institutional. Financing and Use of Proceeds INFINITE WATER seeks short term bridge capital of $250K to begin production, followed by $2 million to capitalize first inventory and product support. Long term capital of $7.75 million in debt or equity financing for: a) Ongoing support programs b) Capitalized inventory c) Marketing, sales, and leasing d) Working capital, and e) General corporate expenses. Summary of general start up expenses for first year(2013) Development of Production unit Capitalized inventory and lease program start up Ongoing inventory and company expenses Total Expenses
Three (3) Year Financial Projection Summary

$250,000.00 $2,000,000.00 $7,750,000.00 $10,000,000.00

PROJECTIONS UNIT LEASES CUMILATIVE REVENUE@ $40.00 PER MONTH TOTAL YEAR END. COST @ $450.00 ea. GROSS PROFIT

FY2014 21,200 $10,176,000.00 $9,540,000.00 $636,000.00

FY2015 45,000 $20,250,000.00 $10,800,000.00 $9,450,000.00

FY2016 69,000 $33,120,000.00 $10,800,000.00 $22,320,000.00

1.5

Management, Personnel and Facilities

President/Chief Executive Officer Arthur Neumann, COO of Atmospheric Water Generator (AWG) product development companies for the last six (6) years, previously served as vice president and president positions in consumer product development for the last twenty years. He was involved with medical and high tech companies as an operational executive with responsibilities to plan, develop and implement strategy for operational management and development to meet agreed organizational performance plans within agreed budgets and timescales (covering relevant areas of operation - e.g. manufacturing, distribution, and administration). Having extensive experience in product development and sales in the US and internationally. Mr. Neumann is directly involved in the business to business relationships and day to day operations

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Chief Operating Officer, Lewis Lembeck has worked as The Advertising Director for Tri-State Media in Westchester County New York where he was responsible for running all of the day-to-day operations of this $25 million dollar a year company. He was also the Sales and Marketing Manager for All Island Media. AIM sells both display and classified advertising in a publication that is direct mailed to over 1,000,000 homes and businesses on all of Long Island, New York each week. He was responsible for 18 account executives as well as the interviewing, hiring and training of all future new account executives as well as the daily training of the newer people. In this industry, Mr. Lembeck has worked as the Sales and Marketing Manager for the Staten Island Marketeer and the Huntington Pennysaver (the oldest shopper publication in the U.S.). Lewis Lembeck has worked in the Sales & Marketing arena for such companies as AT & T, Random House Publishers, CBS Educational & Professional Publishing (Holt, Rinehart & Winston) and C.V. Mosby (The Times Mirror Company). He has also worked as Director of Video Products Distributors. VPD is a Sacramento, CA based company that had 20,000% growth over a three-year period in the mid 1980s and was #32, #40 and #8 on Inc. Magazines List of the fastest growing privately held companies in the United States. Being involved in startup companies before. In the late 70s, as a partner, helped start Best Price Video. BPV was one of the first big mail order video companies and was the very first company to run full page 4-Color advertisements in the major Video Magazines. Those ads were responsible for over $24 Million in sales in our very first year of existence. Executive Vice President Stuart Shapiro, has been in the sales, marketing and advertising industry for the past twenty years. He is responsible for the ground up development, in the Southern NY & CT region, for the countries largest direct mail magazine, Clipper Magazine. Generated, from zero dollars, to over $5.5 million in annual regional sales which helped established Clipper Magazine as the premiere advertising vehicle in the region. Responsible for recruiting, interviewing, hiring, field training, mentoring, motivating and management of the companies most efficient and profitable sales team. Because of his abilities, market share rose from 50,000 homes to 470,000 homes. Revenue grew an average of 12% annually. As the economic landscape evolved, he effectively reduced expenses and increased profits. An experienced supervisor, he interacted with company staff for deadlines in art, print production, mail coordination, marketing, payroll, human resources and executive level management. Responsible for providing the company CFO with annual projections of revenue, page counts and ancillary product sales. Created goals for each area and each sales rep. Reviewed and evaluated performance and made recommendations for advancement or improvement to the corporate executives. He initiated compensation increases or other measures as needed. Adept at forecasting events, conditions, shifts in policy, spikes of activity, changes in personnel and charted the companies direction. Chief Technical Officer Robert K. Waite has thirty five years experience in product development, electrical and software engineering, and engineering management. Mr. Waite is a graduate of Worcester Polytechnic Institute with advanced education at Harvard and other institutions. As proprietor of his own engineering consulting firm, he has served various roles designing and managing engineering for companies in diverse fields ranging from producing ultrapure sterile water for injection to monitoring the activities of trash collection vehicles before the existence of GPS. He brings a product design approach with strong emphasis on iterative, customer interactive design for usable products. Mr. Waite is the driving technical force behind the latest J.J. Reidy patents and comes to the project fully prepared to advance the state of the art.

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Chief Information Officer Thomas Dufault, CFO of J.J. Reidy and Company, Inc. took over the day to day operations of the company in February 2011 after the passing of James J. Reidy, the companys founder and CEO of the past twenty years. J. J. Reidy and Company assigned the five U.S. patents to Infinite Water Inc.for use in their Atmospheric Water Generation (AWG) unit. The companys sole focus since its inception has been creating and advancing technologies in the Atmospheric Water Generation field. Mr. Dufault brings thirty years of business management and finance expertise to the table. He has served on the Executive team for seven startup companies since 1985. Serving as President of three of these companies and Treasurer / CFO of the other four. He has also served as the Chairman of The Rutland Development and Industrial Commission (RDIC) in Rutland Massachusetts since July 1996. In his tenure as chairman, Mr. Dufault was instrumental in having two areas in Rutland designated as Economic Opportunity Areas. This designation allows start up or expanding companies Tax Increment Financing on real estate development and State Income Tax exemption for a period of five years. For the past fifteen years, Mr. Dufault has worked as the RDIC point person for the cleanup and redevelopment of the former Rutland Heights 1.6 The Products

INFINITE WATER is in the process of preparing two products for release and is building the assembly program for their manufacture. During FY2013-2014 INFINITE WATER will release a consumer unit comparable to current water cooler dimensions and configurations and a modular engine that can be adapted to a variety of water producing products and AWGs. Both products will use the patented design and water purification technology and monitoring user interface. The Company anticipates building many AWG models ranging from 2-5 gallons a day production to 960 gallons per day @ 60% humidity and 80 degrees F. During FY2015, INFINITE WATER plans to release Water Star commercial models. Consumer AWGs will contain a fixed purification system.

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Technology Competition vs. WATER STAR

WATERSTAR Product Name Manufacturer Country of Mfg. Water Production Capacity Power Supply Volts Power Supply HZ Power Consumption Input Power Refrigerant Filter Type(s) RO UV Digital Display Holding Capacity Weight Height Width Depth Noise Level Warranty Period U.S. Agency/Distributor Foreign Distributor DNS = Does Not State Eriva Cloudspring Yu Xin China 7 Gal./28 L 115/225V 50/60 HZ DNS 0.5kW R407c Carbon Yes Yes Yes 5 Gal 96 lbs. 42.5 14 16 70dB One Year None Swanson Ag. Everest E-10 Dong Yang. S. Korea 12 Gallons 115V 60 HZ DNS DNS R134A Carbon DNS Yes Yes 10 Gal 125 lbs. 49 16 20 DNS DNS TTW TTW AW-310 Yu Xin China 7 Gal./28 L 115/225V 50/60 HZ DNS 0.5kW R407c Carbon Yes Yes Yes 5 Gal 96 lbs. 42.5 14 16 75dB DNS Air Water Corp Air Water Corp

Infinite Water USA 4-5 Gallons 12V/110/220V 50/60 HZ 450W DNS No Carbon/UF/ Sediment No Yes Yes 4-5 Gal 70 30- 48" 15" 15" >50dB One Year Infinite Water

Yu Xin China 7 Gal./28 L 115/225V 50/60 HZ DNS 0.5kW R407c Carbon Yes Yes Yes 5 Gal 96 lbs. 42.5 14 16 70dB One Year Hendrix Corp. Waterex

Commercial models will contain a fixed purification system with an optional additional purification system that may be used as a purification system for other water sources. The AWGs will include a monitoring systems on a user interface panel. The board may also be upgraded with a microprocessor to provide production calculation functions. The AWGs may be enhanced into a self sufficient power system for trailer or emergency uses through integration with fuel cells, generators in conjunction with peripheral devices such as solar cell energy. The peripherals will provide customers with add-on power potential and functionality. In FY2014, the Company will release consumer and business license programs. The license program will allow the company control the influx of competitors into the US market and insure branding through a Infinite Water Inside designation on licensed products.

to

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The AWGs, sub assemblies (engines) and monitoring systems will be sold as OEM products to major appliance and water filtration manufacturers for resale under their brand names. The products will also be sold to HVAC system manufacturers for private labeling as all in one system, and to contractors, integrators, consultants and distributors to enhance their product offerings. 1.7 Strategies & Roadmap

Strategy 1: Since the purification engine is a simple design and each AWG is self-contained as a single unit and has few other components, INFINITE WATER can make its AWGs UPS shippable for the consumer market. Since the AWG is lightweight, INFINITE WATER can ship its AWGs at substantially lower costs. This enables INFINITE WATER to centralize its inventory further lowering costs. INFINITE WATER will promote its AWGs to consumers on television, the internet, radio, free advertorials and through print advertising as UPS shippable and ready to install by simply plugging it in. Strategy 2: The INFINITE WATER Patented purification engine will support AWGs ranging from 5 gal consumer unit to a 925 gal. commercial unit. The engine is universally deployed in all AWGs. Since the consumer units cost is fixed (presently at about $425.00), INFINITE WATER can make smaller (Personal) AWGs at a minimal cost by using the AWG engine found in the consumer units. The other components in an INFINITE WATER commercial unit consist of a larger water condensing unit that is capable of condensing water at varying capacities, a chassis, and in the case of a commercial unit, a power source. Competitive technologies only use available water sources and cannot compete economically in locations or under circumstances where there is no available water to pump or filter. For large AWG market segments our technologies are not cost effectively scalable. Therefore, Infinite Water primary strategy is to make AWGs that fit into specific environments while its technology competitors go after traditional water programs. INFINITE WATER will develop AWGs that are larger and less expensive than its competitors. These will be offered in the near future. Strategy 3: The patented purification process and versatile size capabilities allow Infinite Water AWGs rapid entry through licensing into many high margin niche business markets. Medical, recreational, agriculture, emergency, municipal, home builders. and apartments HVAC paired systems are just a few of the many niche markets that justify higher margins for superior water quality. INFINITE WATER will pursue strategic alliances with market leaders in these niches and enter into licensed project development contracts with sales advances and royalty commitments to develop niche products to penetrate these markets or license its technologies to enable the market leaders to develop their own products for these markets. Strategy 4: Modular Peltier thermo electric design makes an INFINITE WATER AWG much smaller than a current water dispenser. Without forcing unnecessary weight, functionality and pricing, a personal water generator can be presented to the military buyer. The military may configure an INFINITE WATER AWG to meet their personnel dimension needs. At point of order, the military may add a solar powered unit, to their INFINITE WATER AWG. Through plug-in interfaces and standard water carrying capacities, these power source peripherals may be effortlessly added to an INFINITE WATER AWG personal system at any time.

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1.8 1.8.1

Product Development

Development Tasks, Schedule and Budget

The development tasks, and their respective duration and budget (excluding salaries and burden) for completing the production assembly components, for a consumer AWG is depicted in the table below. Parallel development enables a six (6)-month development schedule. Table: Product Development Schedule and Approximate Budget Development Task Industrial & mechanical design of internal and external cabinetry Peltier engine, fan and power assembly Filtration development Monitoring system and user interface panel with software Packaging and user materials First Production units Total Concurrent Timeline/ Total Cost Duration (Months) 1 4 4 6 2 6 6 months Budget ($000) $25 $50 $10 $25 $15 $125 $ 250

Table: Product Sales/Leasing Channels Sales Channel Water Star Commercial Five gal. grade units Cooler Consumer Direct Retail Consumer AWG OEM Manufacturer Commercial OEM Military HVAC Wholesaler/Distributor Yes Yes Yes No Yes No Yes No Yes Yes Yes Yes Yes Yes No No Yes Yes Yes Yes Yes Yes Yes No No Yes No Yes No No Yes Yes No Yes No AWG Engine Personal Unit License

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 Sales Forecast
INFINITE WATER projects leasing 12,000 units and about $1.6 million in product leases FY2014 of the estimated target market. INFINITE WATER projects capturing 5% of its target market by 2015 year end representing 36,000 units and about $17.2 million in cumulative product lease revenue. Manufacturing Cost Analysis 1.8.2 Component and Assembly Cost Analysis Table: Component Cost and Percent of Total Cost
Description Cabinet Components Cabinet enclosure Internal hardware wiring and plumbing User interface panel electronics Subtotal Cabinet Assembly Filtration Components Ozone Filtration Subtotal Power Assembly Power Supply and Peltier Components Peltier condenser Power supply Power supply and Peltier Condenser Sub Total Total parts Final Assembly Peltier sub assembly Internal wiring and plumbing Final assembly and testing Packaging and inventory administration Subtotal Assembly AWG completed summary Components Final Assembly Total AWG $235.00 $215.00 $450.00 52.0 48.0 100.0% $85.00 $48.50 $53.50 $28.00 $ 215.00 40.0 23.0 25.0 12.0 100.0% $80.00 $10.00 $90.00 $ 235.00 89.0 11.0 100% 100.0% $50.00 $35.00 $ 85.00 59.0 41.0 100.0% $20.00 $15.00 $25.00 $ 60.00 33.0 25.0 41.0. 100.0% Cost % of Total Cost

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Capital Needs 2.1 Financing and Use of Proceeds

To address its short and long-term financial requirements. The company desires to raise $10,000,000.00 that will be disbursed to the Company and used in its business as depicted below over a two year period to a net profit occurring in month twenty one (21). Table: Use of Proceeds
Description Production Units Marketing, Sales & Promotion Product Development Working Capital Reserve Total Amount ($000K) rounded to Zero $7,000 $200 $275 $2,250 $275 $10,000

2.2

Projected Return on Investment

Based on completing the financing pursuant to its projected schedule, together with completing other milestones described in this Plan, INFINITE WATER projects fiscal year 2014 Sales to be about $1.6 million with a net sales profit establishing positive cash flow within the first two 2 years of sales. The Company projects a very high return to investors based on a 95% of net profits repayment to investor of principle and twenty five percent (25%) dividend thereafter. 2.3 Exit Strategy

The Company's products and services are aimed at the US consumer market as well as large growing industries serving many commercial, institutional and government sectors. Its products are capable of achieving substantial annual recurring and non-recurring sales revenue. INFINITE WATER projects steady growth in sales beginning in Q3-Q4 2014 and in the foreseeable future. Based on its projections, the Company could seek several exit strategies as early as Q4 2016, given market availability and conditions. Alternative strategies include an IPO or sale of interest in INFINITE WATER to a large company, although no assurance can be given that any of these opportunities will be available to the Company. The Financial Plan Table: Approximate Maximum Production Capacity Assumptions
Fiscal Year 2013 2014 2015 Capacity/Month 2,000 2,500 3,000 Production Period (Months) 12 12 12 Total Production (Units) 24,000 30,000 36,000

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Capital Input: $10 million in equity or debt financing paid in three installments. 1st stage $250,000.00 Projected Cash Flow 2nd stage $2,750,000.00 3rd stage $7,000,000.00

2.4
Units Leased 12,000 36,000 48,000

(3) Year Quick Cash Flow Analysis

Total Sales Unit Costs $(5,400,000.00) $(5,400,000.00) $(5,400,000.00) Total Operating Costs $(1,222,966.00) $(2,149,528.00) $(3,174,159.00) *$2,880,000.00 $17,280,000.00 $23,040,000.00 Profit $(3,742,966.00) $9,304,472.00 $14,465,841.00 Net Profit Percentage 0.0% 44.0% 37.0%

Year 1 2 3

*(6 month revenue in year one )

2.5

Safe Harbor Statement, Attachments and Financials

The following "Safe Harbor Statement" is made pursuant to the Private Securities Litigation Reform Act of 1995. Certain of the statements contained in the body of this Plan and its financial projections are forward-looking statements (rather than historical facts). These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described. With respect to such forward-looking statements, the Company seeks the protections afforded by the Private Securities Litigation Reform Act of 1995. These risks include, without limitation, (1) that the amount of funding anticipated will fail to close, (2) that the sales projected during year 2014 and beyond will not close, materialize, or be as beneficial to the Company as management anticipates, (3) that the Company will fail to enter into partnering relationships as anticipated or that these relationships will not be as beneficial to the Company as management projects, (4) that the Company's customer base will not grow as projected, (5) that the Company will not be able to complete its product development as scheduled, (6) that the Company's manufacturing and contract manufacturing relationships will not materialize or be as advantageous as the Companys management anticipates and/or businesses will not accept the Company's product and service pricing as management anticipates, (7) that the Company will fail to be competitive with existing or new competitors, (8) that the Company will not adequately respond to developments impacting its target markets, (9) that needed financing will not be available to the Company if and as needed, and (10) that market availability and conditions will not be available to the Company to support its exit strategy, if and as needed. This list is intended to identify certain of the principal factors that could cause actual results to differ materially from those described in the forward-looking statements included elsewhere herein. These factors are not intended to represent a complete list of all risks and uncertainties inherent in the Company's business, and should be read in conjunction with the more detailed cautionary statements included elsewhere in the Company's Plan.

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