SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

AMENDMENT NO. 15
TO
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.
23456 South Pointe Drive
Laguna Hills, CA 92653
(949) 770-9347
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 5, 2002
(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 o.

(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).

13D—AMENDMENT NO. 15

CUSIP No.    286133 PAGE 2 OF 8 PAGES

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony M. Frank
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)    o
			(b)    o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		o
6	CITIZENSHIP OR PLACE OR ORGANIZATION California, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 7,195,647
		8	SHARED VOTING POWER None
		9	SOLE DISPOSITIVE POWER 7,195,647
		10	SHARED DISPOSITIVE POWER None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,195,647, including 250,000 shares of Series C Convertible Preferred Stock and 250,000 shares of Series D Convertible Preferred Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.2% of the Common Stock          100% of the Series C Convertible Preferred Stock 100% of the Series D Convertible Preferred Stock          52.8% of voting power
14	TYPE OF REPORTING PERSON* IN — 5,669,829 EP — 80,000
*SEE INSTRUCTION BEFORE FILLING OUT!

Page 3 of 8

This Amendment No. 15 amends, in relevant part as follows, the Schedule 13D, filed April 16, 2002, of Anthony M. Frank (the "Reporting Person") with respect to the common stock, $0.01 par value per share ("Common stock") of Electropure, Inc., a California corporation.

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 23456 South Pointe Drive, Laguna Hills, California 92653.

ITEM 2. IDENTITY AND BACKGROUND

(a)

Anthony M. Frank



(b)

320 Meadowood Court, Pleasant Hill, CA 94523



(c)

Retired—former Postmaster General



(d)

Not applicable



(e)

Not applicable



(f)

U.S.A.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

        The funds utilized to acquire the 57,143 shares of Electropure, Inc. common stock as described below, were from Mr. Frank's personal funds.

ITEM 4. PURPOSE OF THE TRANSACTION

        In January 2001, Mr. Frank loaned Electropure $1,000,000 for three years at 8% annual interest. The terms of the loan provide for interest only payments each calendar quarter. On July 5, 2002, Mr. Frank converted $20,000 in interest accrued on the loan through June 30, 2002 for 57,143 shares of common stock. The common stock is entitled to one vote per share on all matters to be voted upon by the shareholders and except as may otherwise be required by law will vote with the holders of the Class B common stock and Convertible Preferred Stock as one class.

        The shares of common stock have no preemptive, subscription, conversion or redemption rights. Upon liquidation, dissolution or winding up, the holders of common stock are entitled to receive pro rata our assets which are legally available for distribution to shareholders, subject to the liquidation rights held by the Class B common stock, Series C and Series D Preferred Stock and the Convertible Preferred Stock, and the prior rights, if any, that may be established in the future for Preferred Stock, if any. Holders of common stock are entitled to dividends when, as and if declared by the Board of Directors out of funds legally available therefor along with the holders of the Class B common stock, subject to any prior rights when may be granted in the future to holders of Preferred Stock.

        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 relate 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;

Page 4 of 8

(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:

7,195,647 shares of common stock with one vote per share¹.
250,000 shares of Series C convertible preferred stock with no voting rights.
250,000 shares of Series D convertible preferred stock with no voting rights.

¹

Includes warrants for 300,000 shares exercisable at $1.25 per share; 50,000 shares exercisable at $0.51; 50,000 shares exercisable at $0.50 per share; 250,000 shares exercisable at $0.47; 100,000 shares exercisable at $0.42; and 902,603 shares exercisable at $2.00 per share.

Mr. Frank owns beneficially 52.8% of the Common stock (55.2% if all of the warrants described below are exercised); 100% of the Series C Convertible preferred stock; and 100% of the Series D convertible preferred stock of Electropure. Mr. Frank owns 44.4% 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 April 16, 2002, Mr. Frank has entered into the following transactions with regard to Electropure's common stock and/or preferred stock:

On July 5, 2002, Mr. Frank converted $20,000.00 in interest due him on a loan into 57,143 shares of common stock at $0.45 per share.

Page 5 of 8

        The following Warrants are currently exercisable by Mr. Frank:

DATE GRANTED	PURCHASE PRICE		NO. OF SHARES
12/17/92	$	1.25	50,000
08/02/00	$	1.25	250,000
07/29/99	$	2.00	450,000
02/25/00	$	2.00	202,603
03/06/00	$	2.00	250,000
01/11/01	$	0.47	250,000
11/01/01	$	0.51	50,000
01/02/02	$	0.42	50,000
01/15/02	$	0.42	50,000
03/15/02	$	0.50	50,000

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
                THE SECURITIES OF THE ISSUER

        Mr. Frank has the right, until December 17, 2002 to purchase 50,000 shares of Electropure's common stock at $1.25 per share. Additionally, Mr. Frank has the right, until August 31, 2002, to purchase 450,000 shares of Electropure common stock at $2.00 per share. Such right is subject to earlier redemption by Electropure at $0.05 per warrant if the common stock shall equal or exceed $3.00 per share for thirty consecutive trading days. Mr. Frank also has the right to purchase 50,000 shares each at $0.51 and $0.42 per share until November 1, 2004 and January 2, 2005, respectively.

        Pursuant to his subscription of Units in February and March, 2000, Mr. Frank has the right until May 23, 2003 to purchase 452,603 shares of Electropure common stock at $2.00 per share. Such right is subject to earlier redemption by Electropure at $0.05 per warrant if the common stock shall equal or exceed $4.00 per share for thirty consecutive trading days.

        Mr. Frank has the right, pursuant to his August 2000 subscription of securities, to purchase 250,000 shares of Electropure common stock at $1.25 per share. The warrants are exercisable commencing on July 31, 2001 and expire on June 20, 2005. As described in Item 4, Mr. Frank also received the right to purchase 250,000 shares of Micro Imaging Technology, the private-held, wholly-owned subsidiary of Electropure, Inc.

        Mr. Frank has the right to purchase 250,000 shares of common Stock at $0.47 per share through January 11, 2006. Such warrants were granted in recognition for Mr. Frank's assistance to Electropure over the years.

        Pursuant to a private placement offering on January 2, 2002 and January 15, 2002, Mr. Frank has the right to purchase a total of 100,000 shares of Electropure common stock at $0.42 per share; 50,000 of which expire on January 2, 2005 and 50,000 expire on January 15, 2002

        On March 15, 2002, Mr. Frank acquired warrants, through a private placement offering, to purchase 50,000 shares of common stock at $0.50 per share. Such warrants expire on March 15, 2005.

        Pursuant to an August, 1997 License Termination Agreement between the Company and its former licensee, EDI Components, the Company is obligated to issue shares to the investors of EDI Components upon the Common stock of the Company first having a per share market value for thirty consecutive trading days equal to or in excess each of $3.00, $4.00 and $5.50 per share (each a "Trigger Value"). Of such shares, if and when issued by the Company, as an investor in EDI Components, Mr. Frank is to receive 16,667, 12,501 and 9,090 shares valued at $3.00, $4.00 and $5.50, respectively.

Page 6 of 8

        On January 17, 2001, Mr. Frank loaned Electropure $1,000,000 for three years at 8% annual interest as the down payment to purchase the building occupied by Electropure. Interest on the loan is payable each calendar quarter beginning on June 30, 2001, with the principal balance due on January 18, 2004.

        On May 3, 2002, Mr. Frank loaned Electropure $150,000 at 8% annual interest. The Agreement, as amended, provides for repayment of principal and interest on or before July 3, 2003. Mr. Frank has the option to convert such loan to common stock at fair market value prior to repayment.

ITEM 7. EXHIBITS

10.10.A	Subscription Agreement, December 6, 1989*
10.10.B	Subscription Agreement, October 10, 1990*
10.10.C	Subscription Agreement, March 1, 1991*
10.10.D	Warrants for 4,444 shares (Warrant No. 219—11/17/89)*
10.10.E	Warrants for 2,222 shares (Warrant No. 278—10/18/90)*
10.10.F	Warrants for 6,250 shares (Warrant No. 299—03/27/91)*
10.10.G	Warrants for 2,500 shares (Warrant No. 324—08/06/92)*
10.10.H	Warrants for 3,125 shares (Warrant No. 332—08/06/92)*
10.10.I	Warrants for 25,000 shares (Warrant No. 361—12/18/92)*
10.10.J	Warrants for 50,000 shares (Warrant No. 360—12/17/92)*
10.10.K	Warrants for 20,000 shares (Warrant No. E-1003—07/29/92)*
10.10.L	Warrants for 2,500 shares (Warrant No. E-1024—06/24/93)**
10.10.M	Warrants for 5,000 shares (Warrant No. E-1029—05/25/94)**
10.10.N	Warrants for 5,000 shares (Warrant No. E-1030—06/17/94)**
10.10.O	Warrants for 4,000 shares (Warrant No. E-1034—03/27/95)**
10.10.P	Warrants for 300,000 shares (Warrant No. 388—02/22/96)**
10.10.Q	Stock Right Agreement No. E-1034**
10.10.R	10% Two-Year Convertible Term Note—12/31/96**
10.10.S	10% Two-Year Convertible Term Note—02/25/97**
10.10.T	10% Two-Year Convertible Term Note—04/10/97**
10.10.U	10% Two-Year Convertible Term Note—01/26/98****
10.10.V	10% Two-Year Convertible Term Note—02/04/98 (face sheet only)****
10.10.W	Stock Purchase Agreement—01/15/99*****
10.10.X	10% Two-Year Convertible Term Note—12/13/99******
10.10.Y	10% Two-Year Convertible Term Note—01/25/00******
10.10.Z	10% Two-Year Convertible Term Note—02/10/00******

Page 7 of 8

10.10.AA	Warrants for 250,000 shares (Warrant No. A-3128—01/11/01)*******
10.10.AB	8% Three-Year Convertible Term Note—01/17/01*******
10.10.AC	Stock Conversion Agreement—01/17/01*******
10.10.AD	Stock Purchase Agreement—01/17/01*******
10.10.AE	Stock Purchase Agreement—08/28/01********
10.10.AF	Debt Conversion Agreement—10/23/01*********
10.10.AG	Stock Purchase Agreement—11/01/01*********
10.10.AH	Debt Conversion Agreement—01/02/02*********
10.10.AI	Stock Purchase Agreement—01/02/02*********
10.10.AJ	Stock Purchase Agreement—01/15/02*********
10.10.AK	Stock Purchase Agreement—03/15/02**********
10.10.AL	Debt Conversion Agreement—04/03/02**********
10.10.AM	Debt Conversion Agreement—07/05/02
10.10.AN	8% Sixty-Day Term Note, and Amendment—05/03/02
10.47.8	License Termination Agreement dated August 14, 1997***

*	Previously filed in connection with Schedule 13D filed on December 18, 1992 by the Reporting Person.
**	Previously filed in connection with Amendment No. 1 to Schedule 13D filed on June 2, 1997 by the Reporting Person.
***	Previously filed in connection with Issuer's Form 10-QSB for the fiscal quarter ended July 31, 1997.
****	Previously filed in connection with Issuer's Form 10-KSB for the fiscal year ended October 31, 1998.
*****	Previously filed in connection with Amendment No. 6 to Schedule 13D filed on February 16, 1999 by the Reporting Person.
******	Previously filed in connection with Amendment No. 8 to Schedule 13D filed on March 15, 2000 by the Reporting Person.
*******	Previously filed in connection with Amendment No. 10 to Schedule 13D filed on February 13, 2001.
********	Previously filed in connection with Amendment No. 11 to Schedule 13D filed on September 4, 2001.
*********	Previously filed in connection with Issuer's Form 10-KSB for the fiscal year ended October 31, 2001.
**********	Previously filed in connection with Amendment No. 14 to Schedule 13D filed on April 16, 2002.

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SIGNATURES

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 15 to Schedule 13D is true, complete and correct.

Dated: July 23, 2002

/s/  ANTHONY M. FRANK Anthony M. Frank

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ITEM 1. SECURITY AND ISSUER
ITEM 2. IDENTITY AND BACKGROUND
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ITEM 4. PURPOSE OF THE TRANSACTION
ITEM 5. INTEREST IN SECURITIES OF ISSUER
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER
ITEM 7. EXHIBITS

SIGNATURES

EX-10.10AM

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EXHIBIT 10.10 AM

DEBT CONVERSION AGREEMENT

        THIS DEBT CONVERSION AGREEMENT (the "Agreement") is made and entered into effective as of the 5^th day of July, 2002, by and between ANTHONY M. FRANK KEOGH PLAN UTA CHARLES SCHWAB & CO., INC. (hereinafter referred to as "Buyer") and ELECTROPURE, INC., a California corporation (hereinafter referred to as "Electropure" or the "Company").

R E C I T A L S

        WHEREAS, Buyer loaned the Company One Million Dollars ($1,000,000) under the terms of that certain 8% Three-Year Convertible Term Note dated January 17, 2001 (the "Term Note").

        WHEREAS, as of June 30, 2002, a total of $20,000.00 in interest accrued under the above Term Note is due and payable to Buyer by the Company.

        WHEREAS, Buyer wishes to convert all of the interest accrued on the Term Note through June 30, 2002 into shares of Electropure, Inc. Common Stock and the Company wishes to issue such shares to extinguish the debt owed Buyer.

        NOW, THEREFORE, in consideration of the foregoing and of the mutual obligations herein contained, it is agreed as follows:

        1.    CONVERSION

        (a)  On the effective date set forth above, Buyer hereby converts all of the $20,000.00 in interest accrued on the Term Note into Fifty Seven Thousand One Hundred Forty three (57,143) Shares of Electropure, Inc. Common Stock, $0.01 par value, at an effective conversation rate of $0.35 per share (the "Shares").

        (b)  The Shares shall have the rights, preferences, privileges, restrictions and other terms set forth in the By-laws of the Company.

        (c)  Upon conversion hereby and pursuant to the Debt Conversion Agreements entered into on November 1, 2001, January 2, 2002, and April 3, 2002 whereby a total of $96,444.44 in interest accrued on said note was converted to an aggregate of 253,334 shares of Common Stock, Buyer acknowledges that all interest accrued and due through June 30, 2002 pursuant to the terms of the 8% Three-Year Convertible Term Note entered into between the parties on January 17, 2001 has been satisfied in full by the Company. Buyer also acknowledges that pursuant to these Debt Conversion Agreements any default by Electropure for failure to pay of interest due on the Term Note through June 30, 2002 has been cured.

        2.    REPRESENTATIONS AND WARRANTIES OF BUYER    Buyer represents and warrants to the Company:

        (a)  The Shares are being acquired by Buyer for investment for an indefinite period, for Buyer'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 Buyer has no present intention of selling, granting participations in, or otherwise distributing the same except as may be permitted by the Securities Act of 1933, as amended (the "Act").

        (b)  Buyer does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participation to such person or to any third person, with respect to the Shares.

        (c)  That Buyer understands that the Shares have not 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, and any continued reliance on such exemption is predicated on the representations of the Buyer set forth herein.

        (d)  Buyer understands that the Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act, as amended, or an exemption from such registration is available. Buyer further understands that the Company is under no obligation to register the Securities on its behalf or to assist him in complying with any exemption from registration except as otherwise provided herein.

        (e)  Buyer (i) has adequate means of providing for his current needs and possible contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the substantial economic risks of an investment in the Shares for an indefinite period, (iv) at the present time, can afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are not readily marketable that is disproportionate to Buyer's net worth, and Buyer's investment in the Shares will not cause such overall commitment to become excessive.

        (f)    Buyer is an "accredited investor" (as defined in Regulation D promulgated under the Act) and the undersigned's total investment in the Shares does not exceed 10% of the Buyer's net worth.

        (g)  Buyer recognizes that the Company has had only limited revenues to date and that the Shares as an investment involve significant risks.

        (h)  Buyer will not transfer the Shares without registering them under applicable federal and state securities laws unless the transfer is exempt from registration. Buyer realizes that the Company may not allow a transfer of Shares unless the transferee is also an "accredited investor". Buyer 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.

        (i)    The Company will direct its transfer agent to, or will itself, 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 SHARES 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 THE ACT, OR (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

        (j)    That Buyer understands that Rule 144, promulgated by the Securities and Exchange Commission under the Act, may not be 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 Common Stock underlying the Shares, such sales in reliance upon Rule 144 may only be (i) in limited quantities after the Shares have been held for one (1) year after being sold by the Company, or (ii) in unlimited quantities by non-affiliates after the Shares have been held for two (2) years after being sold by the Company, in each case in accordance with the conditions of the Rule, all of which must be met (including the requirement, if applicable, that adequate information concerning the Company is then available to the public). The Company and Buyer acknowledges that the Company has no obligation to supply the information required for sales under Rule 144.

        (k)  The Purchase Price to be paid by Buyer to Company for the Shares has been determined by Buyer as fair and appropriate based solely upon Buyer's independent investigation and due diligence of the Company, and neither Buyer nor the Company nor any of their agents, including, without limitation, any of their officers, directors, employees, accountants and attorneys, has made any representations or warranties whatsoever in connection with the sale of the Shares by the

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Company to Buyer. Buyer has had sufficient opportunity in connection with the sale of the Shares to review the Company's business and affairs (including, without limitation, the Company's financial statements and other information). The Buyer has had answered to his satisfaction any questions with respect to the Company's business and affairs. Buyer further has had the opportunity to obtain independent financial, legal, accounting, business, tax and other appropriate advice with respect to the transactions contemplated by this Agreement, and is not relying upon the Company or any of its agents in any manner in connection with same.

        3.    REGISTRATION RIGHTS    The Company agrees to include for registration under the Act all of the Shares issued hereby in the next Registration Statement filed by the Company with the Securities and Exchange Commission.

        4.    REPRESENTATIONS AND WARRANTIES OF ELECTROPURE

        (a)  Electropure is a corporation duly organized and validly existing under the laws of the State of California without limit as to duration of its existence, and is authorized and in good standing to do business in no other state; Electropure has the corporate power and adequate authority, rights and franchise to own its property and to carry on its business as now conducted; and, subject to ratification by its Board of Directors, Electropure has the corporate power and adequate authority to enter into this Agreement.

        (b)  The execution and delivery of this Agreement and subject to (1) ratification by the Board of Directors of the Company and (2) filing the Certificate with the California Secretary of State, the performance of the provisions of this Agreement are not in contravention of or in conflict with any law or regulation or any term or provision of Electropure's Articles of Incorporation or By-Laws and are duly authorized and do not require the consent or approval of any governmental body or other regulatory authority; and this Agreement is a valid, binding and legal obligation of Electropure, enforceable in accordance with the terms herein.

        5.    ENTIRE AGREEMENT    This 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.

        6.    AMENDMENT    This Agreement may not be amended except by written document executed by the parties.

        7.    SUBJECT HEADINGS    Subject headings are included for convenience only and shall not be deemed part of this Agreement.

        8.    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.

        9.    GOVERNING LAW    This Agreement shall be governed by and construed under the laws of the State of California in force from time to time.

        10.    PARTIES BOUND    This Agreement is binding on and shall inure to the benefit of the parties and their respective successors, assign, heirs, and legal representatives.

        11.    SURVIVAL    The representations, warranties, covenants, and agreements contained in this Agreement shall survive the consummation of the transactions contemplated hereby.

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        12.    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 effective as of the date first above written.

COMPANY:	BUYER:
ELECTROPURE, INC.	ANTHONY M. FRANK KEOGH PLAN UTA CHARLES SCHWAB & CO., INC.
/s/  CATHERINE PATTERSON Catherine Patterson, Chief Financial Officer 23456 South Pointe Drive Laguna Hills, CA 92653-1512	/s/  ANTHONY M. FRANK Anthony M. Frank, Trustee 101 Montgomery Street San Francisco, CA 94104

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EXHIBIT 10.10 AM

DEBT CONVERSION AGREEMENT
R E C I T A L S

EX-10.10AN

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EXHIBIT 10.10 AN

8% SIXTY-DAY TERM NOTE

$150,000 May 3, 2002

ELECTROPURE, INC., a California corporation, (the "Company"), for the value received, hereby unconditionally and absolutely promises to pay to the order of ANTHONY M. FRANK, TTEE, ANTHONY M. FRANK DEFINED BENEFIT PENSION PLAN, UNDER AGREEMENT DATED 12/01/98, FBO: SHIRLEY M. PEGG, or holder (collectively, the "Holder"), upon presentation and surrender of this Note at its office at 23456 South Pointe Drive, Laguna Hills, California 92653, or such other place as the Company may, from time to time, designate, the sum of One Hundred Fifty Thousand ($150,000), in lawful money of the United States, on July 3, 2002, or if such day is not a regular business day, then on the next business day thereafter (the "Maturity Date").

1.PAYMENTS AND PREPAYMENTS.

        (a)  All payments and prepayments of principal and interest shall be made in immediately available funds on or before the Maturity Date to the Holder at 101 Montgomery, San Francisco, California 94104.

        (b)  The unpaid principal amount of the Note from time to time outstanding shall bear interest from the date of this Note at the rate of Eight Percent (8%) per annum until paid. Interest shall be computed for the actual number of days elapsed on the basis of a year consisting of 360 days.

        (c)  The Company may prepay at any time in advance of the Maturity Date all or any part of this Note, plus accrued interest on the portion of the principal being prepaid. Interest on the portion of the Note prepaid shall cease to accrue on and after the date of such prepayment.

2.NOTICES TO NOTEHOLDER.

        So long as this Note shall be outstanding, if the Company (i) shall pay any dividend or make any distribution upon the Company Stock or (ii) shall effect a capital reorganization, reclassification of capital stock, consolidation or merger 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, 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 or distribution, 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.

3.EVENTS OF DEFAULT.    If one or more of the following described events shall occur (each an "Event of Default"):

        (a)  The Company shall fail to pay the principal of, or interest on, this Note within five (5) days after the Holder has given written notice to the Company that the same has become due; or

        (b)  The Company shall fail to perform or observe any of the provisions contained in any Section of this Note and such failure shall continue for more than thirty (30) days after the Holder has given written notice to the Company; or

        (c)  Any material representation or warranty made in writing by or on behalf of the Company in this Note shall prove to have been false or incorrect in any material respect, or omits to state a

material fact required to be stated therein in order to make the statements contained therein, in the light of the circumstances under which made, not misleading, on the date as of which made, and the Company shall have failed to cure such false or incorrect statement within thirty (30) days after the Holder has given written notice to Borrower; or

        (d)  The Company shall be adjudicated a bankrupt or insolvent, or admit in writing its inability to pay its debts as they mature, or make an assignment for the benefit of creditors; or the Company shall apply for or consent to the appointment of a receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or consent of the Company and such appointment shall continue undischarged for a period of thirty (30) days; or the Company shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Company and shall remain undismissed for a period of ninety (90) days; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of the Company and such judgment, writ, or similar process shall not be released, vacated or fully bonded within ninety (90) days after its issue or levy; or

        (e)  The Company shall be enjoined, restrained or in any way prevented by a court order from continuing to conduct all or any material part of its business affairs;

        (f)    Any suit, action or other proceeding (judicial or administrative) commenced against the Company, or with respect to any assets of the Company, shall threaten to have a material adverse effect on their future operations, including, without limitation a final judgment or settlement in excess of $25,000 in excess of insurance shall be entered in, or agreed to in respect of any such suit, action or proceeding.

THEN, or at any time thereafter, and in each and every case:

        (1)  Where the Company is in default under the provisions of Section 3(d) hereof, the entire unpaid principal amount of the Note, all interest accrued and unpaid thereon, and all other amounts payable to the Holder hereunder shall automatically become and be forthwith due and payable without offset or counterclaim of any kind and without presentment, demand, protest or notice of any kind, and without regard to the running of the statute of limitations, all of which are hereby expressly waived by the Company; and

        (2)  In any other case referred to in this Section 3, the Holder may, by written notice to the Company, as the case may be, declare the entire unpaid principal amount of this Note, all interest accrued and unpaid hereon, and all other amounts payable hereunder to be forthwith due and payable, whereupon the same shall become immediately due and payable, without offset or counterclaim of any kind and without presentment, demand, or protest, and without regard to the running of any statutes of limitation, all of which are hereby expressly waived by the Company.

        Any declaration made pursuant to Section 3(2) hereof is subject to the condition that, if at any time after the principal of this Note shall have become due and payable, and before any judgment or decree for the payment of the moneys so due, or any thereof, shall have been entered, all arrears of principal and interest upon this Note (except that principal of this Note which by such declaration shall have become payable) shall have been duly paid, and every Event of Default shall have been made good, waived or cured, then and in every such case the Holder shall be deemed to have rescinded and annulled such declaration and its

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consequences; but no such rescission or annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereon.

4.CORPORATE OBLIGATION.    It is expressly understood that this Note is solely a corporate obligation of the Company and that any and all personal liability, either at common law or in equity, or by constitution or statute, of, and any and all rights and claims against, every stockholder, officer, or director, as such, past, present or future, are expressly waived and released by the Holder as a part of the consideration for the issuance hereof.

5.AUTHORIZATION; NO CONFLICT.    The borrowings hereunder, the execution and delivery of the Note and the performance by the Company of its obligations under this Agreement and the Note are within the corporate powers of the Company, have been authorized by all necessary corporate action, have received all necessary governmental approval (if any shall be required) and do not and will not contravene or conflict with any provision of law or of the charter or by-laws of the Company or of any agreement binding upon the Company.

6.TRANSFER.    Subject to the appropriate provisions hereof, this Note or any portion of the principal amount hereof (or any remaining balance if any pre-payments have occurred pursuant to Section 1 hereof) is transferable on the records of the Company upon presentation of this Note, properly endorsed, at its principal office; upon such presentation and transfer a new Note or Notes will be issued. For the purposes of payment and all other purposes, the Company shall deem and treat the person in whose name this Note is registered as the absolute owner hereof and the Company shall not be affected by any notice to the contrary.

7.MISCELLANEOUS.

        (a)  Notwithstanding the foregoing, the Company promises to pay interest after maturity (whether by acceleration or otherwise, and before as well as after judgment) at the same rate as above provided prior to maturity on balances, if any, then outstanding.

        (b)  Interest under this Note shall be computed on the basis of a thirty (30) day month and a year of 360 days for the actual number of days elapsed.

        IN WITNESS WHEREOF, the Company has caused this Note to be executed in Laguna Hills, California as of the day and year first above written.

COMPANY:		HOLDER:
ELECTROPURE, INC.		ANTHONY M. FRANK,TTEE, ANTHONY M. FRANK DEFINED BENEFIT PENSION PLAN UNDER AGREEMENT DATED 12-01-98, FBO: SHIRLEY M. PEGG
By	/s/  CATHERINE PATTERSON Catherine Patterson, Secretary 23456 South Pointe Drive Laguna Hills, CA 92653	By	/s/  ANTHONY M. FRANK Anthony M. Frank 101 Montgomery San Francisco, CA 94104

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AMENDMENT TO
8% SIXTY-DAY TERM NOTE

DATED:	May 3, 2002
By and Between (Company):	Electropure, Inc.
(Holder):	Anthony M. Frank, TTEE, Anthony M. Frank Defined Benefit Pension Plan, Under Agreement Dated 12/01/98, FBO: Shirley M. Pegg

The above-described parties to the Agreement hereby agree to the following amendments to the Agreement hereinabove referenced:

1.

The first paragraph of the Agreement shall read as follows:

ELECTROPURE, INC., a California corporation, (the "Company"), for the value received, hereby unconditionally and absolutely promises to pay to the order of ANTHONY M. FRANK, TTEE, ANTHONY M. FRANK DEFINED BENEFIT PENSION PLAN, UNDER AGREEMENT DATED 12/01/98, FBO: SHIRLEY M. PEGG, or holder (collectively, the "Holder"), upon presentation and surrender of this Note at its office at 23456 South Pointe Drive, Laguna Hills, California 92653, or such other place as the Company may, from time to time, designate, the sum of One Hundred Fifty Thousand ($150,000), in lawful money of the United States, on July 3, 2003, or if such day is not a regular business day, then on the next business day thereafter (the "Maturity Date").

2.

The following paragraph is added as Paragraph 1 (d) of the Agreement to read as follows:

The Holder of this Note shall have the right, at its option, at any time up until 5:00 P.M. Los Angeles time on the fifth (5th) day immediately before July 3, 2003 (except that, with respect to any portion of this Note which shall be called for prepayment, such right shall as to such portion terminate at 5:00 P.M. Los Angeles time on the fifth (5th) day immediately prior to the Prepayment Date), to convert all or any portion of the principal amount of this Note, including interest accrued thereon into Class A Common Stock of Electropure, Inc. (the "Conversion Shares") at and having a value equal to the closing bid price of the Company's common stock as of the date of such conversion (the "Conversion Price").

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on the 19th day of June, 2002.

COMPANY:		HOLDER:
ELECTROPURE, INC.		ANTHONY M. FRANK,TTEE, ANTHONY M. FRANK DEFINED BENEFIT PENSION PLAN UNDER AGREEMENT DATED 12-01-98, FBO: SHIRLEY M. PEGG
By	/s/  CATHERINE PATTERSON Catherine Patterson, Secretary 23456 South Pointe Drive Laguna Hills, CA 92653	By	/s/  ANTHONY M. FRANK Anthony M. Frank 101 Montgomery San Francisco, CA 94104

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EXHIBIT 10.10 AN

8% SIXTY-DAY TERM NOTE
AMENDMENT TO 8% SIXTY-DAY TERM NOTE