-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HM1k8k/uoYwY1i8ZtjPltjFCQoPHUoulZ1WRtsW5FC2JeY5wzg+hwHdwoCLRzyY7 L6b5W2QfMvQj/c+SUlKesw== 0000892569-97-001834.txt : 19970716 0000892569-97-001834.hdr.sgml : 19970716 ACCESSION NUMBER: 0000892569-97-001834 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19970715 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTROPURE INC CENTRAL INDEX KEY: 0000808015 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 330056212 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40223 FILM NUMBER: 97641080 BUSINESS ADDRESS: STREET 1: 23251 VISTA GRANDE SUITE A CITY: LAGUNA HILLS STATE: CA ZIP: 91320 BUSINESS PHONE: 7147709187 MAIL ADDRESS: STREET 1: 25231 VISTA GRANDE STREET 2: SUITE A CITY: LAGUNA HILLS STATE: CA ZIP: 92653 FORMER COMPANY: FORMER CONFORMED NAME: HOH WATER TECHNOLOGY CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANK RANDALL P CENTRAL INDEX KEY: 0001041883 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1310 2ND ST CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 BUSINESS PHONE: 3103795236 MAIL ADDRESS: STREET 1: 1310 2ND ST CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 SC 13D 1 SCHEDULE 13D FOR RANDALL P. FRANK 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------------------------- SCHEDULE 13D (RULE 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 ELECTROPURE, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 286133 (CUSIP Number) Catherine Patterson Electropure, Inc. 23251 Vista Grande, Suite A Laguna Hills, CA 92653 (714) 770-9347 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 2, 1997 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b) (3) or (4), check the following box [ ]. (Continued on following pages) (Page 1 of 8 pages) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 13D CUSIP NO. 286133 PAGE 2 OF 8 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RANDALL P. FRANK - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - $135,000 00 - $ 61,000 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION CALIFORNIA, USA - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 358,898 NUMBER OF --------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY NONE EACH --------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 358,898 --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 358,898 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% OF THE COMMON STOCK 8.8% OF VOTING POWER - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! 3 PAGE 3 OF 8 PAGES On July 25, 1996, the issuer changed its corporate name to "Electropure, Inc." and effected a one-for-ten reverse stock split. FOR PURPOSES OF THIS REPORT, ALL ISSUANCES OF COMMON STOCK AND WARRANTS TO PURCHASE COMMON STOCK ARE REFLECTED IN POST-REVERSE SPLIT AMOUNTS. ITEM 1. SECURITY AND ISSUER Common Stock, $0.01 par value, of Electropure, Inc., a California corporation ("Electropure"). Electropure's principal executive office is located at 23251 Vista Grande, Suite A, Laguna Hills, California 92653. ITEM 2. IDENTITY AND BACKGROUND (a) Randall P. Frank (b) 1310 2nd Street, Manhattan Beach, CA 90266 (c) Insurance underwriter; Five Star Managers, LLC, 50 California St., San Francisco, CA 94111. (d) Not applicable (e) Not applicable (f) U.S.A. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Of the $196,000 used to acquire securities of Electropure, $61,000 was gifted to Mr. Frank by his father, Anthony M. Frank. All of the funds utilized to purchase shares of Common Stock from Electropure, including certain amounts invested in EDI, were from Mr. Randall Frank's personal funds. ITEM 4. PURPOSE OF THE TRANSACTION Mr. Frank purchased 319,202 shares of Electropure Common Stock in a private transaction on June 2, 1997 from his father, Anthony M. Frank. Prior to such transaction, Mr. Randall Frank had owned less than one percent (1%) of the securities of Electropure. Electropure is currently negotiating with its licensee, EDI Components, to terminate a July, 1992 license agreement granting EDI exclusive manufacturing and marketing rights to the Company's patented water purification technology. It is anticipated that Electropure will pay EDI up to $2,950,000 to terminate the license relationship in some combination of cash and equity over a period of time. It is also anticipated that Electropure will hire the management and staff of EDI; will grant EDI the right to appoint a Director(s) to the Company's Board; will seek to obtain sufficient working capital through a private and/or public sale of its securities; and that manufacturing and marketing of the water purification technology will then be conducted by Electropure. 4 PAGE 4 OF 8 PAGES Mr. Frank may in the future acquire, hold and dispose of shares of Common Stock or warrants or options for such Common Stock or other securities of Electropure and such transactions may be in the open market, privately or directly from Electropure. Except as set forth above, Mr. Frank does not have any plans or proposals which may have, which related to or which would result in: (a) The acquisition by any person of additional securities of Electropure, or the disposition of securities of Electropure; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Electropure or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of Electropure or any of its subsidiaries; (d) Any change in the present Board of Directors or management of Electropure, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of Electropure; (f) Any other material change in Electropure's business or corporate structure; (g) Changes in Electropure's charter, bylaws or instruments, correspondence thereto or other actions which may impede the acquisition or control of Electropure by any person; (h) Causing a class of securities of Electropure to be delisted from a national securities exchange or to cease to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of Electropure becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF ISSUER (a) Mr. Frank owns the following shares of Electropure: 358,898 shares of Common Stock with one vote per share(1). - ------------- (1) Includes warrants for 10,000 shares of Common Stock exercisable at $1.25 per share; 1,250 shares exercisable at $9.00 per share; and 1,112 shares exercisable at $15.00 per share. 5 PAGE 5 OF 8 PAGES Mr. Frank owns beneficially 8.8% of the Common Stock; 9.1% if all of the warrants described in in Item 6 are exercised. Mr. Frank owns 5.0% of the voting power of all classes of stock of Electropure. (b) Mr. Frank has the sole voting and dispositive power over the shares he owns. (c) Since Setpebmer, 1990, Mr. Frank has entered into the following transactions with regard to Electropure's Common Stock: In or around September, 1990, Mr. Frank was gifted, by his father, a total of 3,334 shares of Electropure Common Stock and 1,112 Warrants to purchase Common Stock at an exercise price of $15.00 per share. The purchase price of such securities was $25,000. In May, 1992, Mr. Frank acquired, by gift, 10,000 Warrants to purchase Common Stock of Electropure at $0.50 per share as a result of his father's investment of $25,000 in EDI Components, a privately-held California corporation. The Company entered into various agreements in July, 1992 granting EDI the exclusive manufacturing and marketing rights to the Company's patented water treatment technology. In exchange for cash consideration, certain royalty rights and the right to terminate the license, the Company granted EDI's investors warrants to purchase Common Stock equal to four (4) times such investors' capital investment in EDI. On October 24, 1994, Mr. Frank exercised such Warrants and received 10,000 shares of Common Stock. In October, 1992, Mr. Randall Frank invested an additional $25,000 in EDI Components and received, as provided by the above license arrangements, an additional 10,000 Warrants to purchase Common Stock of Electropure at $0.50 per share. These Warrants were also exercised on October 24, 1994 and, as a result, Mr. Frank was issued an additional 10,000 shares of Common Stock. On December 17, 1992, Mr. Anthony Frank gifted Randall Frank 10,000 Warrants (at a value of $0.10 per Warrant) to purchase Common Stock at $1.25 per share, exercisable until December 17, 2002. On December 18, 1992, Mr. Anthony Frank converted an aggregate of $315,000 in outstanding loans to the Company into 126,000 shares of Common Stock and 39,375 one-year Warrants to purchase Common Stock at $9.00 per share. Concurently therewith, Mr. Frank gifted 4,000 and 1,250 of such shares and warrants, respectively, to Randall Frank. 6 PAGE 6 OF 8 PAGES The following Warrants are currently exercisable by Mr. Frank:
-------------- ---------------- --------------- DATE GRANTED PURCHASE PRICE NO. OF SHARES -------------- ---------------- --------------- 12/01/89 $15.00 1,112 12/17/92 $ 1.25 10,000 12/18/92 $ 9.00 1,250
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER Pursuant to the transactions described in Item 5 above, Mr. Frank has the right, until December 17, 2002 to purchase 10,000 shares of Electropure's Common Stock at $1.25 per share. Additionally, Mr. Frank has the right to purchase 1,250 shares of Common Stock at $9.00 per share and 1,112 shares of Common Stock at $15.00 per share for a period of one (1) year after the Company has registered the Common Stock underlying such warrants. In addition to the 20,000 Warrants described in Item 5 above, as partial consideration for his aggregate $50,000 investment in EDI Components in 1992, Mr. Frank received the following rights under the license agreement between Electropure and EDI: (a) A Stock Right Agreement providing the right to purchase, in an amount equal to his investment in EDI, additional shares of Electropure Common Stock at a 25% discount from the cash purchase price at which the Company may, in the future, offer such stock to bona fide third party purchasers; (b) A Security interest in the Company's patented water purification technology equal to Mr. Frank's $50,000 investment; and (c) The right to payment by Electropure in the sum of $200,000 upon the termination of the license relationship with EDI. It is anticipated that the Company will negotiate an arrangement with Mr. Frank, and with the other investors of EDI Components, to satisfy such payment in some combination of cash and/or securities of the Company. ITEM 7. EXHIBITS 10.12.A Warrants for 1,112 shares (Warrant No. 261 - 12/01/89) 10.12.B Warrants for 1,250 shares (Warrant No. 295 - 12/18/92) - face sheet only* 10.12.C Warrants for 10,000 shares (Warrant No. 357 - 12/17/92) - face sheet only* 10.12.D Warrants for 10,000 shares (Warrant No. E-1005 - 05/14/92) - face sheet only* 10.12.E Warrants for 10,000 shares (Warrant No. E-1010 - 10/27/92) - face sheet only* 10.12.F Stock Right Agreement No. E-1005 - 05/14/92 7 PAGE 7 OF 8 PAGES 10.12.G Stock Right Agreement No. E-1010 - 10/27/92 - face sheet only - --------------- * The number of Warrants reflected have been modified to give effect to the one-for-ten reverse stock split conducted by the Company in July, 1996. 8 PAGE 8 OF 8 PAGES SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct. Dated: July 11, 1997 /s/ RANDALL P. FRANK -------------------------- Randall P. Frank 9 SCHEDULE 13D RANDALL P. FRANK (Name of Reporting Person) INDEX TO EXHIBITS -----------------
PAGE SEQUENTIALLY NUMBERED ------------ 10.12.A Warrants for 1,112 shares (Warrant No. 261 - 12/01/89) 10.12.B Warrants for 1,250 shares (Warrant No. 295 - 12/18/92)* 10.12.C Warrants for 10,000 shares (Warrant No. 357 - 12/17/92)* 10.12.D Warrants for 10,000 shares (Warrant No. E-1005 - 05/14/92)* 10.12.E Warrants for 10,000 shares (Warrant No. E-1010 - 10/27/92)* 10.12.F Stock Right Agreement No. E-1005 - 05/14/92 10.12.G Stock Right Agreement No. E-1010 - 10/27/92
EX-10.10.A 2 WARRANTS FOR 1,112 SHARES (WARRANT NO. 261) 1 EXHIBIT (A); PAGE 1 WARRANT NO. 261 THIS WARRANT, AND THE COMMON STOCK ISSUABLE UPON ITS EXERCISE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, DISPOSED OF OR OFFERED FOR SALE, IN WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT COVERING THIS WARRANT AND/OR THE COMMON STOCK ISSUABLE UPON ITS EXERCISE, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOH WATER TECHNOLOGY CORPORATION THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. ---------------------------------------------------- WARRANT TO PURCHASE COMMON STOCK OF HOH WATER TECHNOLOGY CORPORATION ---------------------------------------------------- This is to Certify that, FOR VALUE RECEIVED, RANDALL P. FRANK, or assigns, ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from HOH WATER TECHNOLOGY CORPORATION, a California corporation ("Company"), Eleven Thousand One Hundred Eleven (11,111) fully paid, validly issued and nonassessable shares of Common Stock, $0.01 par value, of the Company ("Common Stock") at any time or from time to time during the period from the date hereof, through and including August 31, 1992, but not later than 5:00 P.M. Los Angeles City Time on said date (the "Exercise Period") at an initial exercise price equal to $1.50 per share. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time are hereinafter sometimes referred to as "Warrant Shares" and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the "Exercise Price." (A) EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part at any time during the Exercise Period, and during the Exercise Period the Holder shall have the right to exercise this Warrant into the kind and amount of shares of stock and other securities and property (including cash) receivable by a holder of the number of shares of Common Stock into which this Warrant might have been exercisable immediately prior thereto. This Warrant may be exercised by presentation and surrender hereof to the Company at its principal office, or at the office of its stock transfer agent, if any, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the number of Warrant Shares specified in such form. As soon as practicable after each such exercise of the Warrants, but not later than seven (7) days from the date of such exercise, the Company shall issue and deliver to the Holder a certificate or certificates for the Warrant Shares issuable upon such 2 EXHIBIT (A); PAGE 2 exercise, registered in the name of the Holder or its designee. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the Warrant Shares purchasable thereunder. Upon receipt by the Company of this Warrant at its office, or by the stock transfer agent of the Company at its office, in proper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be physically delivered to the Holder. (B) RESERVATION OF SHARES. The Company shall at all times reserve for issuance and/or delivery upon exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance and delivery upon exercise of the Warrants. (C) FRACTIONAL SHARES. No fractional shares or script representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of a share, determined as follows: (1) If the Common Stock is listed on a National Securities Exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the NASDAQ system, the current market value shall be the last reported sale price of the Common Stock on such exchange or system on the last business day prior to the date of exercise of this Warrant or if no such sale is made on such day, the average closing bid and asked prices for such day on such exchange or system; or (2) If the Common Stock is not so listed or admitted to unlisted trading privileges, the current market value shall be the mean of the last reported bid and asked prices reported by the National Quotation Bureau, Inc. on the last business day prior to the date of the exercise of this Warrant; or (3) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current market value shall be an amount, not less than book value thereof as at the end of the most recent fiscal year of the Company ending prior to the date of the exercise of the Warrant, determined in such reasonable manner as may be prescribed by the Board of Directors of the Company or, if higher, $0.01 per share. (D) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company at its principal office or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant I the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other warrants which carry the same rights upon presentation hereof at the principal office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to 3 EXHIBIT (A); PAGE 3 be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants into which this Warrant may be divided or exchanged. Upon receipt of the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone. (E) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at low or equity, and the rights of the Holder are limited to those expressed in the Warrant and are not enforceable against the Company except to the extent set forth herein. (F) ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time upon the happening of certain events as follows: (1) In case the Company shall (i) declare a dividend or make a contribution on its outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivisions, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action, and the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action. Such adjustment shall be made successively whenever any event listed above shall occur. (2) Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsection (1) above, the number of shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. (3) Whenever the Exercise Price is adjusted, as herein provided, the Company shall promptly cause a notice setting forth the adjusted Exercise Price and adjusted number of shares issuable upon exercise of each Warrant to be mailed to the Holders, at their last addresses appearing in the Warrant Register, and shall cause a certified copy thereof to be mailed to its transfer agent, if any. The Company may retain a firm of independent certificate public accountants selected by the Board of Directors (who may be the regular accountants employed by the Company) to make any computation required by this Section F and a certificate signed by such firms shall be conclusive evidence of the correctness of such adjustment. 4 EXHIBIT (A); PAGE 4 (4) In the event that at any time, as a result of an adjustment made pursuant to Subsection (1) above, the Holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Subsection (1) above. (5) Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Agreement. (G) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as required by the provisions of the foregoing Section, the Company shall forthwith file in the custody of its Secretary or an Assistant Secretary at its principal office and with its stock transfer agent, if any, an officer's certificate showing the adjusted Exercise Price determined as herein provided, setting forth in reasonable detail the facts requiring such adjustment, including a statement of the number of additional shares of Common Stock, if any, and such other facts as shall be necessary to show the reason for and the manner of computing such adjustment. Each such officer's certificate shall be made available at all reasonable times for inspection by the holder or any holder of a Warrant executed and delivered pursuant to Section A and the Company shall, forthwith after each such adjustment, mail a copy by certified mail of such certificate to the Holder or any such holder. (H) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be outstanding, (i) if the Company shall pay any dividend or make any distribution upon the Common Stock or (ii) if the Company shall offer to the holders of Common Stock for subscription or purchase by them any share of any class or any other rights or (iii) if the capital reorganization of the Company, reclassification of the capital stock of the Company, consolidation or merger of the Company with or into another corporation, sale, lease or transfer of all or substantially all of the property and assets of the Company to another corporation, or voluntary or involuntary dissolution, liquidation or winding up of the Company shall be effected, then in any such case, the Company shall cause to be mailed by certified mail to the Holder, at least fifteen days prior to the date specified in (x) or (y) below, as the case may be, a notice containing a brief description of the proposed action and stating the date on which (x) a record is to be taken for the purpose of such dividend, distribution or rights, or (y) such reclassification, reorganization, consolidation, merger, conveyance, lease, dissolution, liquidation or winding up is to take place and the date, if any is to be fixed, as of which the holders of Common Stock or other securities shall receive cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up. (I) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease or conveyance to another 5 EXHIBIT (A); PAGE 5 corporation of the property of the Company as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section I shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Subsection (1) of Section F hereof. IN WITNESS THEREOF, the Company has caused this Warrant to be signed and attested by the Undersigned, being duly authorized, as of the date set forth on the first part hereof. HOH WATER TECHNOLOGY CORPORATION By: /s/ CATHERINE PATTERSON --------------------------- Catherine Patterson Corporate Secretary 6 EXHIBIT (A); PAGE 6 PURCHASE FORM ------------- Dated:____________________, 19___ The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing _________________ shares of Common Stock and hereby makes payment of $____________________ in payment of the actual exercise price thereof. ===================================================================== INSTRUCTIONS FOR REGISTRATION OF STOCK -------------------------------------- Name ________________________________________________________________________ (Please typewrite or print in block letters) Address ______________________________________________________________________ ----------------------------------- Signature of Warrant Holder 7 EXHIBIT (A); PAGE 7 ASSIGNMENT FORM --------------- FOR VALUE RECEIVED, _______________________________________________ (the "Warrant Holder") hereby sells, assigns and transfers unto: Name ______________________________________________________________ (Please typewrite or print in block letters) Address ______________________________________________________________ the right to purchase Common Stock represented by this Warrant to the extent of ____________ shares as to which such right is exercisable and does hereby irrevocably constitute and appoint ________________________________ Attorney, to transfer the same on the books of the Company with full power of substitution in the premises. Dated: _________________, 19 ___ ----------------------------------- Signature of Warrant Holder EX-10.10.B 3 WARRANTS FOR 1,250 SHARES (WARRANT NO. 295) 1 EXHIBIT (B); PAGE 1 WARRANT NO. 295 THIS WARRANT, AND THE COMMON STOCK ISSUABLE UPON ITS EXERCISE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, DISPOSED OF OR OFFERED FOR SALE, IN WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT COVERING THIS WARRANT AND/OR THE COMMON STOCK ISSUABLE UPON ITS EXERCISE, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOH WATER TECHNOLOGY CORPORATION THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. ---------------------------------------------------- WARRANT TO PURCHASE COMMON STOCK OF HOH WATER TECHNOLOGY CORPORATION ---------------------------------------------------- This is to Certify that, FOR VALUE RECEIVED, RANDALL P. FRANK, or assigns, ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from HOH WATER TECHNOLOGY CORPORATION, a California corporation ("Company"), Twelve Thousand Five Hundred (12,500) fully paid, validly issued and nonassessable shares of Common Stock, $0.01 par value, of the Company ("Common Stock") at any time or from time to time during the period from the date hereof, through and including May 31, 1992, but not later than 5:00 P.M. Los Angeles City Time on said date (the "Exercise Period") at an initial exercise price equal to $0.90 per share. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time are hereinafter sometimes referred to as "Warrant Shares" and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the "Exercise Price." (A) EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part at any time during the Exercise Period, and during the Exercise Period the Holder shall have the right to exercise this Warrant into the kind and amount of shares of stock and other securities and property (including cash) receivable by a holder of the number of shares of Common Stock into which this Warrant might have been exercisable immediately prior thereto. This Warrant may be exercised by presentation and surrender hereof to the Company at its principal office, or at the office of its stock transfer agent, if any, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the number of Warrant Shares specified in such form. As soon as practicable after each such exercise of the Warrants, but not later than seven (7) days from the date of such exercise, the Company shall issue and deliver to the Holder a certificate or certificates for the Warrant Shares issuable upon such EX-10.10.C 4 WARRANTS FOR 10,000 SHARES (WARRANT NO. 357) 1 EXHIBIT (C); PAGE 1 WARRANT NO. 357 THIS WARRANT, AND THE COMMON STOCK ISSUABLE UPON ITS EXERCISE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, DISPOSED OF OR OFFERED FOR SALE, IN WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT COVERING THIS WARRANT AND/OR THE COMMON STOCK ISSUABLE UPON ITS EXERCISE, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOH WATER TECHNOLOGY CORPORATION THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. ---------------------------------------------------- WARRANT TO PURCHASE COMMON STOCK OF HOH WATER TECHNOLOGY CORPORATION ---------------------------------------------------- This is to Certify that, FOR VALUE RECEIVED, RANDALL P. FRANK, or assigns, ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from HOH WATER TECHNOLOGY CORPORATION, a California corporation ("Company"), One Hundred Thousand (100,000) fully paid, validly issued and nonassessable shares of Common Stock, $0.01 par value, of the Company ("Common Stock") at any time or from time to time during the period from the date hereof, through and including December 17, 2002, but not later than 5:00 P.M. Los Angeles City Time on said date (the "Exercise Period") at an initial exercise price equal to $1.25 per share. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time are hereinafter sometimes referred to as "Warrant Shares" and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the "Exercise Price." (A) EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part at any time during the Exercise Period, and during the Exercise Period the Holder shall have the right to exercise this Warrant into the kind and amount of shares of stock and other securities and property (including cash) receivable by a holder of the number of shares of Common Stock into which this Warrant might have been exercisable immediately prior thereto. This Warrant may be exercised by presentation and surrender hereof to the Company at its principal office, or at the office of its stock transfer agent, if any, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the number of Warrant Shares specified in such form. As soon as practicable after each such exercise of the Warrants, but not later than seven (7) days from the date of such exercise, the Company shall issue and deliver to the Holder a certificate or certificates for the Warrant Shares issuable upon such EX-10.10.D 5 WARRANTS FOR 10,000 SHARES (WARRANT NO. E-1005) 1 EXHIBIT (D); PAGE 1 WARRANT NO. E-1005 THIS WARRANT, AND THE COMMON STOCK ISSUABLE UPON ITS EXERCISE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, DISPOSED OF OR OFFERED FOR SALE, IN WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT COVERING THIS WARRANT AND/OR THE COMMON STOCK ISSUABLE UPON ITS EXERCISE, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOH WATER TECHNOLOGY CORPORATION THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. ---------------------------------------------------- WARRANT TO PURCHASE COMMON STOCK OF HOH WATER TECHNOLOGY CORPORATION ---------------------------------------------------- This is to Certify that, FOR VALUE RECEIVED, RANDALL P. FRANK, or assigns, ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from HOH WATER TECHNOLOGY CORPORATION, a California corporation ("Company"), One Hundred Thousand (100,000) fully paid, validly issued and nonassessable shares of Common Stock, $0.01 par value, of the Company ("Common Stock") at any time or from time to time during the period from the date hereof until the first to occur to (i) the exercise by HOH of Right provided in and defined in Section 3(b) of that certain Master Agreement between HOH and Electropure, Inc., a California corporation, dated July 29, 1992, or (ii) 5:00 P.M. Los Angeles City Time on January 31, 1998 (the "Exercise Period") at an initial exercise price equal to $0.05 per share. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time are hereinafter sometimes referred to as "Warrant Shares" and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the "Exercise Price." (A) EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part at any time during the Exercise Period, and during the Exercise Period the Holder shall have the right to exercise this Warrant into the kind and amount of shares of stock and other securities and property (including cash) receivable by a holder of the number of shares of Common Stock into which this Warrant might have been exercisable immediately prior thereto. This Warrant may be exercised by presentation and surrender hereof to the Company at its principal office, or at the office of its stock transfer agent, if any, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the number of Warrant Shares specified in such form. As soon as practicable after each such exercise of the Warrants, but not later than seven (7) days from the date of such exercise, the Company shall issue and deliver to the Holder a certificate or certificates for the Warrant Shares issuable upon such EX-10.10.E 6 WARRANTS FOR 10,000 SHARES (WARRANT NO. 1010) 1 EXHIBIT (E); PAGE 1 WARRANT NO. E-1010 THIS WARRANT, AND THE COMMON STOCK ISSUABLE UPON ITS EXERCISE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, DISPOSED OF OR OFFERED FOR SALE, IN WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT COVERING THIS WARRANT AND/OR THE COMMON STOCK ISSUABLE UPON ITS EXERCISE, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOH WATER TECHNOLOGY CORPORATION THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. ---------------------------------------------------- WARRANT TO PURCHASE COMMON STOCK OF HOH WATER TECHNOLOGY CORPORATION ---------------------------------------------------- This is to Certify that, FOR VALUE RECEIVED, RANDALL P. FRANK, or assigns, ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from HOH WATER TECHNOLOGY CORPORATION, a California corporation ("Company"), One Hundred Thousand (100,000) fully paid, validly issued and nonassessable shares of Common Stock, $0.01 par value, of the Company ("Common Stock") at any time or from time to time during the period from the date hereof until the first to occur to (i) the exercise by HOH of Right provided in and defined in Section 3(b) of that certain Master Agreement between HOH and Electropure, Inc., a California corporation, dated July 29, 1992, or (ii) 5:00 P.M. Los Angeles City Time on January 31, 1998 (the "Exercise Period") at an initial exercise price equal to $0.05 per share. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time are hereinafter sometimes referred to as "Warrant Shares" and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the "Exercise Price." (A) EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part at any time during the Exercise Period, and during the Exercise Period the Holder shall have the right to exercise this Warrant into the kind and amount of shares of stock and other securities and property (including cash) receivable by a holder of the number of shares of Common Stock into which this Warrant might have been exercisable immediately prior thereto. This Warrant may be exercised by presentation and surrender hereof to the Company at its principal office, or at the office of its stock transfer agent, if any, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the number of Warrant Shares specified in such form. As soon as practicable after each such exercise of the Warrants, but not later than seven (7) days from the date of such exercise, the Company shall issue and deliver to the Holder a certificate or certificates for the Warrant Shares issuable upon such EX-10.10.F 7 STOCK RIGHT AGREEMENT NO. E-1005 1 EXHIBIT (F); PAGE 1 STOCK RIGHT AGREEMENT NO. E-1005 THIS STOCK RIGHT AGREEMENT (the "Agreement") is made and entered into as of July 29, 1992, by and between RANDALL P. FRANK ("Investor") and HOH WATER TECHNOLOGY CORPORATION, a California Corporation ("HOH"), with respect to the following factsd: A. HOH has entered into a Master Agreement dated July 29, 1992 and Amendments to such Master Agreement, with ELECTROPURE, INC., a California corporation ("Electropure"). B. Investor is an investor in Electropure. C. The Master Agreement provides for HOH to enter into this Agreement with Investor. NOW, THEREFORE, in consideration of the foregoing facts and the mutual covenants and agreements contained herein, the parties hereby agree as follows: 1. RIGHT TO PURCHASE SHARES. HOH hereby grants to Investor the right (the "Preferential Right") to purchase shares of HOH Common Stock or Preferred Stock (the "Shares") as set forth herein. Investor shall have the Preferential Right to purchase any Shares HOH offers to any bona fide third party for cash and/or cancellation of indebtedness, provided, however, Investor shall have the right and priority to purchase only that percentage of the Shares offered as his investment in Electropure bears to the total investments in Electropure by all other investors of Electropure who have entered into substantially similar Stock Right Agreements and desire to purchase Shares, unless cuh other Investor does not or cannot purchase his full allocated share of the Shares, in which case, the balance of the Shares not being purchased shall be allocated again based on the investments in Electropure. Notwithstanding the above, Investor shall not be able to purchase Shares under this Agreement with an aggregate Purchase Price (as defined in Section 2 hereof) of more than Twenty Five Thousand ($25,000.00) Dollars. 2. PURCHASE PRICE. The total purchase price per Share shall be seventy-five percent (75%) of the price the third party investor has agreed in writing to purchase all the Shares for. 3. MECHANICS. Before HOH can enter into a valid sale or transfer of any Shares which the Investor has a Preferential Right to purchase herein, HOH shall first offer such Shares to the Investor and the other investors in Electropure in the manner set forth below: 3.1. HOH shall deliver written notice to the Investor and the other investors in Electropure stating the name and address of each prospective bona fide third party purchasers, the bona fide price, terms and conditions of such proposed sale or transfer, and written evidence of the intentioned purchasers' agreement to purchase and ability to purchase such Shares. 3.2. Upon receipt of the notice from HOH, the Investor shall have the Preferential Right to purchase certain of the Shares specified in the notice by delivery to HOH, by certified or registered mail or by hand, a written offer to purchase a specific number of the Shares or the Investors' 2 EXHIBIT (F); PAGE 2 percentage subject to the notice, upon the terms enclosed in HOH's notice (subject to the Purchase Price set forth in Section 2 hereof). Such offer must be delivered to HOH within fourteen (14) days after mailing or delivery of the notice to the Investor. 3.3. If the Investor and all other investors in Electropure fail to agree to purchase ALL Shares set forth in the HOH notice in accordance with the provisions of this Agreement and substantially similar Stock Right Agreements, HOH shall at the end of such fourteen (14) day period, inform Investor of the failure of Investor and the other investors in Electropure to agree to purchase all the Shares and unless within five (5) days after receipt by Investor of such second notice, HOH receives the written agreement to purchase ALL Shares in the first notice from the Investor and/or the other investors in Electropure, ALL Shares identified in the notice of intention to sell or transfer may be sold or transferred at any time within ninety (90) days after the date of such first notice by HOH, and Investor and all other investors in Electropure shall not have the right to purchase the Shares. If the proposed transferee fails to purchase such Shares according to these terms, within ninety (90) days after the date of HOH's first notice, then the Investor must again be given the option to purchase such Shares in the manner set forth in this Section 3. 4. TRANSFERS AND DELIVERY OF PURCHASE PRICE. The Shares shall be purchased by Investor within ten (10) days after HOH notifies Investor that Investor and other investors in Electropure have elected to purchase all the Shares offered in accordance with the terms, conditions and procedures set forth herein. By the close of business on such tenth day, HOH shall deliver to Investor, Stock Certificates for the Shares to be purchased by Investor upon delivery of the Purchase Price for such Shares being purchased by Investor. Payment shall be made by Investor by cash or a certified check payable to HOH. 5. REPRESENTATIONS AND WARRANTIES BY HOH. 5.1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California, has the corporate power and authority to own or lease its properties and to carry on its business as now being conducted. 5.2. The Company has the power to enter into this Agreement, and this Agreement has been duly executed and delivered and constitutes a valid and binding obligation of the Company. 5.3. The Shares, when issued, will be duly and validly authorized, fully paid and nonassessable. 6. REPRESENTATIONS AND WARRANTIES OF INVESTOR. Investor represents and warrants to HOH that: 6.1. The Shares will be acquired by Investor for investment for an indefinite period, for Investor's own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and the Investor will not have at the time of the purchase of any Shares a then present intention of selling, granting participation in, or otherwise distributing the same. 3 EXHIBIT (F); PAGE 3 6.2. Investor understands that the Shares will not have been registered under the Securities Act of 1933, as amended (the "Act"), in reliance upon the exemptions from the registration provisions of the Act contained in Section 4(2) thereof. 6.3. At the time of purchase of any of the Shares, Investors will (i) have adequate means of providing for his current needs and possible personal contingencies, (ii) have no need for liquidity in the investment in the Shares, (iii) be able to bear the substantial economic risks of an investment in the Shares for an indefinite period, (iv) be able to afford a complete loss of such investment, and (v) will not have an overall commitment to investments which are not readily marketable that is disproportionate to Investor's net worth, and the Investor's investment in the Shares will not cause such overall commitment to become excessive. 6.4. At the time of any purchase of the Shares, Investor will be an "accredited investor" (as set forth in Regulation D promulgated under the Act) and the undersigned's total investment in the Shares will not then exceed 10% of the Investor's net worth or joint net worth with the Investor's spouse. 6.5. Investor understands that the Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act, or an exemption from such registration is available. Investor further understands that HOH is under no obligation to register the Shares on his behalf or to assist him in complying with any exemption from registration except as otherwise provided herein. 6.6. Investor agrees not to transfer the Shares without registering them under applicable federal or state securities laws unless the transfer is exempt from registration. Investor realizes that HOH may not allow a transfer of Shares unless the transferee is also an "accredited investor". Investor understands that legends will be placed on certificates representing the Shares, with respect to the above restrictions on resale or other disposition of the Shares and that stop transfer instructions have or will be placed with respect to the Shares so as to restrict the assignment, resale or other disposition thereof. 6.7. HOH will direct its transfer agent to place such a stop transfer order in its books respecting transfer of the Shares, and the certificate or certificates representing the Shares will bear the following legend or a legend substantially similar thereto: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF: (1) AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THAT ACT, OR (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." 6.8. Investor understands that Rule 144, promulgated by the Securities and Exchange Commission under the Act, is not currently available for sale of the Shares, and there is no assurance that it will be available at any particular time in the future. If and when Rule 144 is available for sale of the Shares, such sales in reliance upon Rule 144 may only be (i) in limited quantities after the securities have been held for two years after being sold by HOH or an affiliate of HOH, or (ii) in unlimited quantities by non-affiliates after the securities have been held for three years after being sold by HOH or an affiliate of HOH, in each case in accordance with the conditions of the Rule, all of which must be met (including the 4 EXHIBIT (F); PAGE 4 requirement, if applicable, that adequate information concerning HOH is then available to the public). HOH has no obligation to supply the information required for sales under Rule 144. 6.9. Any notice to HOH provided under Section 5 hereof to purchase any Shares shall contain a current reaffirmation of the representations and warrants contained in this Section 6 as a condition to the purchase of any Shares. 7. EXCEPTIONS. The Preferential Right set forth in Section I hereof to purchase Shares shall not apply to any sale of Shares not solely for cash and/or cancellation of indebtedness, to any sales to employees of HOH or any subsidiary, or to any merger, reorganization or acquisition involving HOH or sale of all or substantially all the assets of HOH. 8. REGISTRATION RIGHTS. The Shares issued pursuant to this Agreement shall be subject to the same registration rights as provided for the "Warrant Shares" in Section (i) of the Warrant between the Company and the Investor dated June _, 1992. For purpose thereof, "Warrant Shares" in the Warrant shall refer to the Shares and the parties hereto shall have the same rights and duties regarding the Shares as provided in Section (j) as to the Warrant Shares. 9. ENTIRE AGREEMENT. This Agreement and the Warrant Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relating to such subject matter. 10. AMENDMENT. This Agreement may not be amended except by written document executed by the parties. 11. SUBJECT HEADINGS. Subject headings are included for convenience only and shall not be deemed part of this Agreement. 12. SEVERABILITY. If any provision of this Agreement shall be held unenforceable as applied to any circumstance, the remainder of this Agreement and the application of such provision to other circumstances shall be interpreted so as best to effect the intent of the parties. The parties further agree to replace any such unenforceable provision with an enforceable provision (and to take such other action) which will achieve, to the extent possible, the purposes of the unenforceable provision. 13. CHOICE OF LAW AND VENUE. This Agreement shall be governed by and construed under the laws of the State of California in force from time to time. Any proceeding arising out of this Agreement shall be brought in orange County, California. 14. ATTORNEYS' FEES. In any action to enforce this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs, including, without limitation, attorneys' fees. 15. ADDITIONAL DOCUMENTS. The parties agree to execute such additional documents and perform such other acts as may be necessary or appropriate to achieve the purposes of this Agreement. 5 EXHIBIT (F); PAGE 5 16. NON-WAIVER. No waiver by a party of any failure by the other party to keep any provision of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision. 17. PARTIES BOUND. This Agreement is binding on and shall inure to the benefit of the parties and their respective successors, assigns, heirs, and legal representatives. 18. NUMBER AND GENDER. Wherever required by the context hereof, the singular shall include the plural and vice versa, and the neuter gender shall include the masculine and feminine genders, and vice versa; the word "person" shall include a natural person and a corporation, partnership, firm or other form of association; the word "or" is not exclusive; and the words "herein," "hereof" and "hereunder" refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context expressly requires otherwise. 19. EXPENSES. HOH and Investor shall each be responsibl e for the payment of their own expenses incurred in connection with this Agreement and the transactions contemplated hereunder. 20. JOINT PREPARATION. This Agreement shall be interpreted as if prepared jointly by the parties. 21. SURVIVAL. The representations, warranties, covenants, and agreements contained in this Agreement shall survive the consummation of the transactions contemplated hereby. 22. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. HOH: HOH WATER TECHNOLOGY CORPORATION By: /s/ CATHERINE PATTERSON ---------------------------- Catherine Patterson Chief Financial Officer Address: P.O. Box 3613 Laguna Hills, California 92654-3613 Investor: /s/ RANDALL P. FRANK ----------------------- Randall P. Frank Address: 320 Meadowood Court Pleasant Hill, CA 94523-3176 EX-10.10.G 8 STOCK RIGHT AGREEMENT NO. E-1010 1 EXHIBIT (G); PAGE 1 STOCK RIGHT AGREEMENT NO. E-1010 THIS STOCK RIGHT AGREEMENT (the "Agreement") is made and entered into as of July 29, 1992, by and between RANDALL P. FRANK ("Investor") and HOH WATER TECHNOLOGY CORPORATION, a California Corporation ("HOH"), with respect to the following factsd: A. HOH has entered into a Master Agreement dated July 29, 1992 and Amendments to such Master Agreement, with ELECTROPURE, INC., a California corporation ("Electropure"). B. Investor is an investor in Electropure. C. The Master Agreement provides for HOH to enter into this Agreement with Investor. NOW, THEREFORE, in consideration of the foregoing facts and the mutual covenants and agreements contained herein, the parties hereby agree as follows: 1. RIGHT TO PURCHASE SHARES. HOH hereby grants to Investor the right (the "Preferential Right") to purchase shares of HOH Common Stock or Preferred Stock (the "Shares") as set forth herein. Investor shall have the Preferential Right to purchase any Shares HOH offers to any bona fide third party for cash and/or cancellation of indebtedness, provided, however, Investor shall have the right and priority to purchase only that percentage of the Shares offered as his investment in Electropure bears to the total investments in Electropure by all other investors of Electropure who have entered into substantially similar Stock Right Agreements and desire to purchase Shares, unless cuh other Investor does not or cannot purchase his full allocated share of the Shares, in which case, the balance of the Shares not being purchased shall be allocated again based on the investments in Electropure. Notwithstanding the above, Investor shall not be able to purchase Shares under this Agreement with an aggregate Purchase Price (as defined in Section 2 hereof) of more than Twenty Five Thousand ($25,000.00) Dollars. 2. PURCHASE PRICE. The total purchase price per Share shall be seventy-five percent (75%) of the price the third party investor has agreed in writing to purchase all the Shares for. 3. MECHANICS. Before HOH can enter into a valid sale or transfer of any Shares which the Investor has a Preferential Right to purchase herein, HOH shall first offer such Shares to the Investor and the other investors in Electropure in the manner set forth below: 3.1. HOH shall deliver written notice to the Investor and the other investors in Electropure stating the name and address of each prospective bona fide third party purchasers, the bona fide price, terms and conditions of such proposed sale or transfer, and written evidence of the intentioned purchasers' agreement to purchase and ability to purchase such Shares. 3.2. Upon receipt of the notice from HOH, the Investor shall have the Preferential Right to purchase certain of the Shares specified in the notice by delivery to HOH, by certified or registered mail or by hand, a written offer to purchase a specific number of the Shares or the Investors' -----END PRIVACY-ENHANCED MESSAGE-----