SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

AMENDMENT NO. 18
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 Driv
Laguna Hills, CA 92653
(949) 770-9347
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 13, 2003
(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. 18

CUSIP No.    286133

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		7	SOLE VOTING POWER 6,838,616
BENEFICIALLY
OWNED BY EACH REPORTING		8	SHARED VOTING POWER None
PERSON WITH
		9	SOLE DISPOSITIVE POWER 6,838,616
		10	SHARED DISPOSITIVE POWER None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,838,616 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) 54.0% of the Common Stock          100% of the Series C Convertible Preferred Stock 100% of the Series D Convertible Preferred Stock          51.6% of voting power
14	TYPE OF REPORTING PERSON* IN—5,829,829 EP— 80,000
* SEE INSTRUCTIONS BEFORE FILLING OUT!

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This Amendment No. 18 amends, in relevant part as follows, the Schedule 13D, filed November 12, 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 227,273 shares of Electropure, Inc. common stock as described below, were from Mr. Frank's personal funds.

ITEM 4.    PURPOSE OF THE TRANSACTION

        On March 13, 2003, the Board of Directors of Electropure, Inc. authorized the issuance of 307,692 shares of Common Stock in payment for $40,000 in interest due Mr. Frank.

        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;



(c)

A sale or transfer of a material amount of assets of Electropure or any of its subsidiaries;

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(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:

6,838,616 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.

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Includes warrants for 250,000 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; and 100,000 shares exercisable at $0.42.

        Mr. Frank owns beneficially 51.6% of the Common stock (54.0% 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 43.1% 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 November 12, 2002, Mr. Frank has entered into the following transactions with regard to Electropure's common stock and/or preferred stock:

        On March 13, 2003, the Board of Directors authorized the issuance of 307,692 shares of Electropure, Inc. common stock in payment of $40,000 in interest accrued through March 31, 2003 on a loan share made by Mr. Frank in January 2001. The fair market value of the common stock on the conversion date was $0.13 per share.

        The following Warrants are currently exercisable by Mr. Frank:

DATE GRANTED	PURCHASE PRICE		NO. OF SHARES
08/02/00	$	1.25	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

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

        Mr. Frank has the right, until November 1, 2004 to purchase 50,000 shares of Electropure's common stock at $0.51 per share. Mr. Frank also 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. 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.

        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. In September 2002, Mr. Frank assigned $400,000 of the principal balance of this loan from his Keogh account to his Pension Plan. The interest rate, maturity date and payment terms remain the same. On May 13, 2003, the Board of Directors of Electropure granted Mr. Frank a security interest in the building and issued a Second Deed of Trust and Security Agreement to the extent of the unpaid principal and interest due on the above loan.

        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.

        Between December 2, 2002 and February 23, 2003, Mr. Frank loaned Electropure a total of $450,000 at 8% annual interest. Payment is due one year from the date of the loans unless Mr. Frank elects to convert the principal and/or interest into common stock of Electropure at fair market value on the conversion date.

ITEM 7.    EXHIBITS

10.10.A	Subscription Agreement, December 6, 1989 (1)
10.10.B	Subscription Agreement, October 10, 1990 (1)
10.10.C	Subscription Agreement, March 1, 1991 (1)
10.10.D	Warrants for 4,444 shares (Warrant No. 219—11/17/89) (1)
10.10.E	Warrants for 2,222 shares (Warrant No. 278—10/18/90) (1)
10.10.F	Warrants for 6,250 shares (Warrant No. 299—03/27/91) (1)

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10.10.G	Warrants for 2,500 shares (Warrant No. 324—08/06/92) (1)
10.10.H	Warrants for 3,125 shares (Warrant No. 332—08/06/92) (1)
10.10.I	Warrants for 25,000 shares (Warrant No. 361—12/18/92) (1)
10.10.J	Warrants for 50,000 shares (Warrant No. 360—12/17/92) (1)
10.10.K	Warrants for 20,000 shares (Warrant No. E-1003—07/29/92) (1)
10.10.L	Warrants for 2,500 shares (Warrant No. E-1024—06/24/93) (2)
10.10.M	Warrants for 5,000 shares (Warrant No. E-1029—05/25/94) (2)
10.10.N	Warrants for 5,000 shares (Warrant No. E-1030—06/17/94) (2)
10.10.O	Warrants for 4,000 shares (Warrant No. E-1034—03/27/95) (2)
10.10.P	Warrants for 300,000 shares (Warrant No. 388—02/22/96) (2)
10.10.Q	Stock Right Agreement No. E-1034 (2)
10.10.R	10% Two-Year Convertible Term Note—12/31/96 (2)
10.10.S	10% Two-Year Convertible Term Note—02/25/97 (2)
10.10.T	10% Two-Year Convertible Term Note—04/10/97 (2)
10.10.U	10% Two-Year Convertible Term Note—01/26/98 (4)
10.10.V	10% Two-Year Convertible Term Note—02/04/98 (face sheet only) (4)
10.10.W	Stock Purchase Agreement—01/15/99 (5)
10.10.X	10% Two-Year Convertible Term Note—12/13/99 (6)
10.10.Y	10% Two-Year Convertible Term Note—01/25/00 (6)
10.10.Z	10% Two-Year Convertible Term Note—02/10/00 (6)
10.10.AA	Warrants for 250,000 shares (Warrant No. A-3128- 01/11/01) (7)
10.10.AB	8% Three-Year Convertible Term Note—01/17/01 (7)
10.10.AC	Stock Conversion Agreement—01/17/01 (7)
10.10.AD	Stock Purchase Agreement—01/17/01 (7)
10.10.AE	Stock Purchase Agreement—08/28/01 (8)
10.10.AF	Debt Conversion Agreement—10/23/01 (9)
10.10.AG	Stock Purchase Agreement—11/01/01 (9)
10.10.AH	Debt Conversion Agreement—01/02/02 (9)
10.10.AI	Stock Purchase Agreement—01/02/02 (9)
10.10.AJ	Stock Purchase Agreement—01/15/02 (9)
10.10.AK	Stock Purchase Agreement—03/15/02 (10)
10.10.AL	Debt Conversion Agreement—04/03/02 (10)
10.10.AM	Debt Conversion Agreement—07/05/02 (11)
10.10.AN	8% Sixty-Day Term Note, and Amendment—05/03/02 (11)
10.10.AO	Debt Conversion Agreement (Keogh)—10/21/02 (12)
10.10.AP	Debt Conversion Agreement (Pension)—10/21/02 (12)
10.10.AQ	Stock Purchase Agreement—11/08/02 (13)
10.10.AR	Debt Conversion Agreement (Keogh)—04/15/03
10.10.AS	Debt Conversion Agreement (Pension)—04/15/03—Face Sheet Only
10.10.AT	Second Deed of Trust and Security Agreement (Keogh)—05/12/03
10.10.AU	Second Deed of Trust and Security Agreement (Pension)—05/12/03—Face Sheet Only
10.10.AV	8% Convertible Term Note—12/02/02
10.10.AW	8% Convertible Term Note—12/18/02—Face Sheet Only
10.10.AX	8% Convertible Term Note—01/09/03—Face Sheet Only
10.10.AY	8% Convertible Term Note—01/23/03—Face Sheet Only
10.10.AZ	8% Convertible Term Note—02/23/03—Face Sheet Only
10.47.8	License Termination Agreement dated August 14, 1997 (3)

(1)

Previously filed in connection with Schedule 13D filed on December 18, 1992 by the Reporting Person.

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(2)

Previously filed in connection with Amendment No. 1 to Schedule 13D filed on June 2, 1997 by the Reporting Person.

(3)

Previously filed in connection with Issuer's Form 10-QSB for the fiscal quarter ended July 31, 1997.

(4)

Previously filed in connection with Issuer's Form 10-KSB for the fiscal year ended October 31, 1998.

(5)

Previously filed in connection with Amendment No. 6 to Schedule 13D filed on February 16, 1999 by the Reporting Person.

(6)

Previously filed in connection with Amendment No. 8 to Schedule 13D filed on March 15, 2000 by the Reporting Person.

(7)

Previously filed in connection with Amendment No. 10 to Schedule 13D filed on February 13, 2001.

(8)

Previously filed in connection with Amendment No. 11 to Schedule 13D filed on September 4, 2001.

(9)

Previously filed in connection with Issuer's Form 10-KSB for the fiscal year ended October 31, 2001.

(10)

Previously filed in connection with Amendment No. 14 to Schedule 13D filed on April 16, 2002.

(11)

Previously filed in connection with Amendment No. 15 to Schedule 13D filed on August 15, 2002.

(12)

Previously filed in connection with Amendment No. 16 to Schedule 13D filed on October 23, 2002.

(13)

Previously filed in connection with Amendment No. 17 to Schedule 13D filed on November 12, 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. 18 to Schedule 13D is true, complete and correct.

Dated:    May 13, 2003 /s/  ANTHONY M. FRANK Anthony M. Frank

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EXHIBIT 10.10.AR

DEBT CONVERSION AGREEMENT

        THIS DEBT CONVERSION AGREEMENT (the "Agreement") is made and entered into effective as of the 15th day of April, 2003, 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, on or about September 16, 2002, the Company repaid Four Hundred Thousand Dollars ($400,000) of the principal balance due on said Term Note to Buyer and issued an 8% Convertible Term Note to Buyer for the remaining principal sum of Six Hundred Thousand Dollars ($600,000).

        WHEREAS, as of March 31, 2003, a total of $24,000.00 in interest accrued on the above loan is due and payable to Buyer by the Company.

        WHEREAS, Buyer wishes to convert all of the interest accrued on the Term Note through March 31, 2003 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 $24,000.00 in interest accrued on the Term Note into Shares of Electropure, Inc. Common Stock, $0.01 par value, at an effective conversion rate of $0.13 per share, for a total of 184,615 Shares (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 previously entered into between the parties, Buyer acknowledges that all interest accrued and due through March 31, 2003 pursuant to the terms of the 8% Three-Year Convertible Term Note and the 8% Convertible Term Note entered into between the parties on January 17, 2001 and September 16, 2002, respectively, (the "Notes") 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 interest due on the Notes through March 31, 2003 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").

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        (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.

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        (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 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.

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

        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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R E C I T A L S

EX-10.10AS

EXHIBIT 10.10.AS

DEBT CONVERSION AGREEMENT

        THIS DEBT CONVERSION AGREEMENT (the "Agreement") is made and entered into effective as of the 15^th day of April, 2003, by and between ANTHONY M. FRANK, TTEE, ANTHONY M. FRANK DEFINED BENEFIT PENSION PLAN, UNDER AGREEMENT DATED 12/01/98, FBO: SHIRLEY M. PEGG, (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 Four Hundred Thousand Dollars ($400,000) under the terms of that certain 8% Convertible Term Note dated September 16, 2001 (the "Term Note").

        WHEREAS, as of March 31, 2003, a total of $16,000.00 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 March 31, 2003 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 $16,000.00 in interest accrued on the Term Note into Shares of Electropure, Inc. Common Stock, $0.01 par value, at an effective conversion rate of $0.13 per share, for a total of 123,077 Shares (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 Agreement previously entered into between the parties, Buyer acknowledges that all interest accrued and due through March 31, 2003 pursuant to the terms of the 8% Convertible Term Note entered into between the parties on September 16, 2002 has been satisfied in full and that any default by Electropure for failure to pay interest due on the Term Note through March 31, 2003 has been cured.

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

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EX-10.10AT

EXHIBIT 10.10.AT

SECOND DEED OF TRUST AND SECURITY AGREEMENT

        THIS SECOND DEED OF TRUST AND SECURITY AGREEMENT ("Security Instrument") is made as of the 12th day of May, 2003, by ELECTROPURE, INC., a California corporation ("ELTP"), ELECTROPURE HOLDINGS, LLC, a California limited liability company ("LLC"), to and for the benefit of ANTHONY M. FRANK KEOGH PLAN UTA CHARLES SCHWAB & CO., INC. ("Lender").

        As used herein, the term "Borrower" shall mean Electropure, Inc. and its wholly-owned subsidiary, Electropure Holdings, LLC, jointly and severally.

        ELTP owes Lender the principal sum of Six Hundred Thousand Dollars ($600,000.00), evidenced by that certain 8% Convertible Term Note dated September 16, 2002 (the "Note"), a copy of which is attached hereto as Exhibit "A". The Note provides that the full debt, if not paid earlier, shall be due and payable on January 17, 2004, the "Maturity Date" of the Note.

        LLC obtained a Two Million Dollar ($2,000,000) deed of trust loan (the "First Deed of Trust Loan") from Universal Bank (the "Senior Lien Holder") on or about June 3, 2002, which loan is secured by a first deed of trust lien on the Property (the "First Deed of Trust") and is also guaranteed by ELTP. The documents evidencing or securing the First Deed of Trust Loan are collectively referred to herein as the First Deed of Trust Loan Documents.

        This Security Instrument secures to Lender:

(a)

the repayment of the debt evidenced by the Note, with interest as provided in the Note, and all renewals, extensions and modifications of the Note;



(b)

the payment of all other sums, with interest as provided in the Note, advanced under paragraph 6 hereof to protect the security of this Security Instrument; and



(c)

the performance of Borrower's covenants and agreements under this Security Instrument and the Note.

For these purposes, Borrower irrevocably grants and conveys to Lender, with power of sale, subject to the rights of the Senior Lien Holder under the First Deed of Trust, the property located in Orange County, California which has the address of 23456 South Pointe Drive, Laguna Hills, California 92653 and is further described below ("Property Address"):

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND DESCRIBED AS: PARCEL 12, IN THE CITY OF LAGUNA HILLS, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 120, PAGES 17 TO 21 OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.

EXCEPTING ALL OIL, GAS AND OTHER MINERALS THAT MAY BE WITHIN OR UNDER THE LAND ABOVE DESCRIBED AND ALL DRILLING AND OTHER RIGHTS WITH RESPECT THERETO EXCEPT THE RIGHT TO DRILL, MINE, OF SAID LAND, AS RESERVED IN DEEDS RECORDED NOVEMBER 20, 1961 IN BOOK 5917, PAGE 12 AND MAY 9, 1962 IN BOOK 6102, PAGE 647 OF OFFICIAL RECORDS.

together with all the improvements now or hereafter erected on the property, and all easements, appurtenances, and fixtures now or hereafter a part of the property. All replacements and additions shall also be covered by this Security Instrument. All of the foregoing is referred to in this Security Instrument as the "Property."

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        BORROWER COVENANTS that Borrower is lawfully possessed of the estate hereby conveyed and has the right to grant and convey the Property and, except for the First Deed of Trust and other encumbrances of record acceptable to the Senior Lien Holder, the Property is unencumbered. Borrower warrants and will defend generally the title to the Property against all claims and demands, subject to such encumbrances of record.

        THIS SECURITY INSTRUMENT combines uniform covenants for national use and non-uniform covenants with limited variations by jurisdiction to constitute a uniform security instrument covering real property.

        UNIFORM COVENANTS.    Borrower and Lender covenant and agree as follows:

        1.    Payment of Principal and Interest; Prepayment.    Borrower shall promptly pay when due the principal of and interest on the debt evidenced by the Note.

        2.    Prior Deed of Trust; Charges; Liens.    The Borrower shall perform all of the Borrower's obligations under the First Deed of Trust, including Borrower's covenants to make payments when due. Borrower shall pay all taxes, assessments, charges, fines and impositions attributable to the Property which may attain priority over this Security Instrument, and leasehold payments or ground rents, if any.

        Except for the lien of the First Deed of Trust, Borrower shall promptly discharge any other lien which shall have attained priority over this Security Instrument unless Borrower: (a) agrees in writing to the payment of the obligation secured by the lien in a manner acceptable to Lender; (b) contests in good faith the lien by, or defends against enforcement of the lien in, legal proceedings which in the Lender's opinion operate to prevent the enforcement of the lien; or (c) secures from the holder of the lien an agreement satisfactory to Lender subordinating the lien to this Security Instrument. Except for the lien of the First Deed of Trust, if Lender determines that any part of the Property is subject to a lien which may attain priority over this Security Instrument, Lender may give Borrower a notice identifying the lien. Borrower shall satisfy such lien or take one or more of the actions set forth above within 10 days of the giving of notice.

        3.    Subordination.    Lender and Borrower acknowledge and agree that this Security Instrument is subject and subordinate in all respects to the liens, terms, covenants and conditions of the First Deed of Trust and to all advances heretofore made or which may hereafter be made pursuant to the First Deed of Trust including all sums advanced for the purpose of (a) protecting or further securing the lien of the First Deed of Trust, curing defaults by the Borrower under the First Deed of Trust or for any other purpose expressly permitted by the First Deed of Trust or (b) constructing, renovating, repairing, furnishing, fixturing or equipping the Property. The terms and provisions of the First Deed of Trust are paramount and controlling, and they supersede any other terms and provisions hereof in conflict therewith. In the event of a foreclosure or deed in lieu of foreclosure of the First Deed of Trust, any provisions herein or any provisions in any other collateral agreement restricting the use of the Property or otherwise restricting the Borrower's ability to sell the Property shall have no further force or effect on subsequent owners or purchasers of the Property. Any person, including his successors or assigns (other than the Borrower or a related entity of the Borrower), receiving title to the Property through a foreclosure or deed in lieu of foreclosure of the First Deed of Trust shall receive title to the Property free and clear from such restrictions.

        Further, if the Senior Lien Holder acquires title to the Property pursuant to a deed in lieu of foreclosure, the lien of this Security Instrument shall automatically terminate upon the Senior Lien Holder's acquisition of title, provided that (i) the Lender has been given written notice of a default under the First Deed of Trust and (ii) the Lender shall not have cured the default under the First Deed of Trust, or diligently pursued curing the default as determined by the Senior Lien Holder, within the period provided in such notice sent to the Lender.

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        4.    Hazard or Property Insurance.    Borrower shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire, hazards included within the term "extended coverage" and any other hazards, including floods or flooding, for which Lender requires insurance. This insurance shall be maintained in the amounts and for the periods that Lender requires. The insurance carrier providing the insurance shall be chosen by Borrower. If Borrower fails to maintain coverage described above, Lender may, at Lender's option, obtain coverage to protect Lender's rights in the Property in accordance with paragraph 6.

        All insurance policies and renewals shall be acceptable to Lender and shall include a standard mortgagee clause. All requirements hereof pertaining to insurance shall be deemed satisfied if the Borrower complies with the insurance requirements under the First Deed of Trust. All original policies of insurance required pursuant to the First Deed of Trust shall be held by the Senior Lien Holder; provided, however, Lender may be named as a loss payee as its interest may appear and may be named as an additional insured. If Lender requires, Borrower shall promptly give to Lender copies of all receipts of paid premiums and renewal notices. In the event of loss, Borrower shall give prompt notice to the insurance carrier, the Senior Lien Holder and Lender. Lender may make proof of loss if not made promptly by the Senior Lien Holder or the Borrower.

        Unless Lender and Borrower otherwise agree in writing, insurance proceeds shall be applied to restoration or repair of the Property damaged, if the restoration or repair is economically feasible and Lender's security is not lessened. If the restoration or repair is not economically feasible or Lender's security would be lessened, the insurance proceeds shall be applied to the sums secured by this Security Instrument, whether or not then due, with any excess paid to Borrower. If Borrower abandons the Property, or does not answer within 30 days a notice from Lender that the insurance carrier has offered to settle a claim, then Lender may collect the insurance proceeds. Lender may use the proceeds to repair or restore the Property or to pay sums secured by this Security Instrument, whether or not then due. The 30-day period will begin when the notice is given.

        Unless Lender and Borrower otherwise agree in writing, any application of proceeds to principal shall not extend or postpone the due date of the payments referred to in paragraph 1 or change the amount of the payments. If under paragraph 17 the Property is acquired by Lender, Borrower's right to any insurance policies and proceeds resulting from damage to the Property prior to the acquisition shall pass to Lender to the extent of the sums secured by this Security Instrument immediately prior to the acquisition.

        Notwithstanding the above, the Lender's rights to collect and apply the insurance proceeds hereunder shall be subject and subordinate to the rights of the Senior Lien Holder to collect and apply such proceeds in accordance with the First Deed of Trust.

        5.    Maintenance and Protection of the Property.    Borrower shall not destroy, damage or impair the Property, allow the Property to deteriorate, or commit waste on the Property. Borrower shall be in default if any forfeiture action or proceeding, whether civil or criminal, is begun that in Lender's good faith judgment could result in forfeiture of the Property or otherwise materially impair the lien created by this Security Instrument or Lender's security interest. Borrower may cure such a default and reinstate, as provided in paragraph 14, by causing the action or proceeding to be dismissed with a ruling that, in Lender's good faith determination, precludes forfeiture of the Borrower's interest in the Property or other material impairment of the lien created by this Security Instrument or Lender's security interest.

        6.    Protection of Lender's Rights in the Property.    If Borrower fails to perform the covenants and agreements contained in this Security Instrument, or there is a legal proceeding that may significantly affect Lender's rights in the Property (such as a proceeding in bankruptcy, for condemnation or forfeiture or to enforce laws or regulations), then Lender may do and pay for whatever is necessary to protect the value of the Property and Lender's rights in the Property. Lender's actions may include

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paying any sums secured by a lien, which has priority over this Security Instrument (including sums secured by the First Deed of Trust), appearing in court, paying reasonable attorneys' fees and entering on the Property to make repairs. Although Lender may take action under this paragraph 6, Lender does not have to do so.

        Any amounts disbursed by Lender under this paragraph 6 shall become additional debt of Borrower secured by this Security Instrument. Unless Borrower and Lender agree to other terms of payment, these amounts shall bear interest from the date of disbursement at the Note rate and shall be payable, with interest, upon notice from Lender to Borrower requesting payment.

        Prior to taking any actions under this Section 6, however, Lender shall notify the Senior Lien Holder of such default in the manner provided in Section 17 of this Security Instrument, and shall provide the Senior Lien Holder with the opportunity to cure any such default under this Security Instrument. All amounts advanced by the Senior Lien Holder to cure a default hereunder shall be deemed advanced by the Senior Lien Holder and shall be secured by the First Deed of Trust. In addition, the Lender agrees that it will not commence foreclosure proceedings or accept a deed in lieu of foreclosure, or exercise any other rights or remedies hereunder until it has given the Senior Lien Holder at least 60 days' prior written notice. Any action by Lender hereunder to foreclosure or accept a deed in lieu of foreclosure shall be subject to the "due on sale" provisions of the First Deed of Trust.

        Lender and Borrower further agree that a default hereunder shall constitute a default under the First Deed of Trust. In the event of a default hereunder, the Senior Lien Holder shall have the right to exercise all rights and remedies under the First Deed of Trust.

        7.    Inspection.    Lender or its agent may make reasonable entries upon and inspection of the Property. Lender shall give Borrower notice at the time of or prior to an inspection specifying reasonable cause for the inspection.

        8.    Condemnation.    The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of any part of the Property, or for conveyance in lieu of condemnation, are hereby assigned and shall be paid to Lender, subject to the terms of the First Deed of Trust.

        In the event of a total taking of the Property, the proceeds shall be applied to the sums secured by this Security Instrument, whether or not then due, with any excess paid to Borrower. In the event of a partial taking of the Property in which the fair market value of the Property immediately before the taking is equal to or greater than the amount of the sums secured by this Security Instrument immediately before the taking, unless Borrower and Lender otherwise agree in writing, the sums secured by this Security Instrument shall be reduced by the amount of the proceeds multiplied by the following fraction: (a) the total amount of the sums secured immediately before the taking, divided by (b) the fair market value of the Property immediately before the taking. Any balance shall be paid to Borrower. In the event of a partial taking of the Property in which the fair market value of the Property immediately before the taking is less than the amount of the sums secured immediately before the taking, unless Borrower and Lender otherwise agree in writing or unless applicable law otherwise provides, the proceeds shall be applied to the sums secured by this Security Instrument whether or not the sums are then due.

        If the Property is abandoned by Borrower, or if, after notice by Lender to Borrower that the condemnor offers to make an award or settle a claim for damages, Borrower fails to respond to Lender within 30 days after the date the notice is given, Lender is authorized to collect and apply the proceeds, at its option, either to restoration or repair of the Property or to the sums secured by this Security Instrument, whether or not then due.

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        Unless Lender and Borrower otherwise agree in writing, any application of proceeds to principal shall not extend or postpone the due date of the payments referred to in paragraph 1 or change the amount of such payments.

        9.    Borrower Not Released; Forbearance By Lender Not a Waiver.    Extension of the time for payment or modification of amortization of the sums secured by this Security Instrument granted by Lender to any successor in interest of Borrower shall not operate to release the liability of the original Borrower or Borrower's successors in interest. Lender shall not be required to commence proceedings against any successor in interest or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Security Instrument by reason of any demand made by the original Borrower or Borrower's successor in interest. Any forbearance by Lender in exercising any right or remedy shall not be a waiver of or preclude the exercise of any right or remedy.

        10.    Successors and Assigns Bound; Joint and Several Liability; Co-signers.    The covenants and agreements of this Security Instrument shall bind and benefit the successors and assigns of Lender and Borrower, subject to the provisions of paragraph 13. Borrower's covenants and agreements shall be joint and several. Any Borrower who co-signs this Security Instrument but does not execute the Note: (a) is co-signing this Security Instrument only to mortgage, grant and convey the Borrower's interest in the Property under the terms of this Security Instrument; (b) is not personally obligated to pay the sums secured by this Security Instrument; and (c) agrees that Lender and any other Borrower may agree to extend, modify, forbear or make any accommodations with regard to the terms of this Security Instrument or the Note without that Borrower's consent; provided, however, that such modification or accommodation shall not be made without the prior written consent of the Senior Lien Holder.

        11.    Notices.    Any notice to Borrower provided for in this Security Instrument shall be given by delivering it or by mailing it by first class mail unless applicable law requires use of another method. The notice shall be directed to the Property Address or any other address Borrower designates by notice to Lender. Any notice to Lender shall be given by first class mail to Lender's address stated herein or any other address Lender designates by notice to Borrower. Any notice required to be given to the Senior Lien Holder shall be given by first class mail to the following address:

Universal Bank
3455 Nogales Street, 2^nd Floor
West Covina, CA 91792

or such other address the Senior Lien Holder designated by notice to the Borrower. Any notice provided for in this Security Instrument shall be deemed to have been given to Borrower or Lender when given as provided in this paragraph.

        12.    Governing Law; Severability.    This Security Instrument shall be governed by federal law and the law of the jurisdiction in which the Property is located. In the event that any provision or clause of this Security Instrument or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Security Instrument or the Note which can be given effect without the conflicting provision. To this end the provisions of this Security Instrument and the Note are declared to be severable.

        13.    Transfer of the Property or a Beneficial Interest in Borrower.    Except for a conveyance to the trustee under the First Deed of Trust, if all or any part of the Property or any interest in it is sold or transferred without Lender's prior written consent, Lender may, at its option, require immediate payment in full of all sums secured by this Security Instrument. However, this option shall not be exercised by Lender if exercise is prohibited by federal law as of the date of this Security Instrument.

        If Lender exercises this option, Lender shall give Borrower and the Senior Lien Holder prior written notice of acceleration. The notice shall provide a period of not less than 30 days from the date

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the notice is delivered or mailed within which Borrower must pay all sums secured by this Security Instrument. If Borrower fails to pay these sums prior to the expiration of this period, Lender may invoke any remedies permitted by this Security Instrument without further notice or demand on Borrower.

        Notwithstanding Lender's right to invoke any remedies hereunder, as provided in Section 6 above, Lender agrees that it will not commence foreclosure proceedings or accept a deed in lieu of foreclosure, or exercise any other rights or remedies hereunder until it has given the Senior Lien Holder at least 60 days' prior written notice.

        The Borrower and the Lender agree that whenever the Note or this Security Instrument gives the Lender the right to approve or consent with respect to any matter affecting the Property (or the construction of any improvements thereon) or otherwise (including the exercise of any "due on sale" clause), and a right of approval or consent with regard to the same matter is also granted to the Senior Lien Holder pursuant to the First Deed of Trust, the senior Lien Holder's approval or consent or failure to approve or consent, as the case may be, shall be binding on the Borrower and the Lender.

        14.    Borrower's Right to Reinstate.    If Borrower meets certain conditions, Borrower shall have the right to have enforcement of this Security Instrument discontinued at any time prior to the earlier of: (a) 5 days (or such other period as applicable law may specify for reinstatement) before sale of the Property pursuant to any power of sale contained in this Security Instrument, or (b) entry of a judgment enforcing this Security Instrument. Those conditions are that Borrower: (a) pays Lender all sums which then would be due under this Security Instrument and the Note as if no acceleration had occurred; (b) cures any default of any other covenants or agreements; (c) pays all expenses incurred in enforcing this Security Instrument, including, but not limited to, reasonable attorneys' fees; and (d) takes such action as Lender may reasonably require to assure that the lien of this Security Instrument, Lender's rights in the Property and Borrower's obligation to pay the sums secured by this Security Instrument shall continue unchanged. Upon reinstatement by Borrower, this Security Instrument and the obligations secured hereby shall remain fully effective as if no acceleration had occurred. However, this right to reinstate shall not apply in the case of acceleration under paragraph 13.

        15.    Sale of Note; Change of Loan Servicer.    The Note or a partial interest in the Note (together with this Security Instrument) may be sold one or more times without prior notice to Borrower. A sale may result in a change in the entity (known as the "Loan Servicer") that collects payments due under the Note and this Security Instrument. There also may be one or more changes of the Loan Servicer unrelated to a sale of the Note. If there is a change of the Loan Servicer, Borrower will be given written notice of the change in accordance with paragraph 11 above and applicable law. The notice will state the name and address of the new Loan Servicer and the address to which payments should be made. The notice will also contain any other information required by applicable law.

        16.    No Assignment.    Until the loan secured by the First Deed of Trust has been satisfied in full, the Lender and the Borrower agree that the Note and the Security Instrument will not be assigned without the Senior Lien Holder's prior written consent.

NON-UNIFORM COVENANTS.    Borrower and Lender further covenant and agree as follows:

        17.    Acceleration; Remedies.    Lender shall give notice to Borrower and the Senior Lien Holder prior to acceleration following Borrower's breach of any covenant or agreement in this Security Instrument. The notice shall specify: (a) the default; (b) the action required to cure the default; (c) a date, not less than 30 days from the date the notice is given to Borrower (and with respect to the Senior Lien Holder, 60 days from the date the notice is given to the Senior Lien Holder), by which the default must be cured; and (d) that failure to cure the default on or before the date specified in the notice may result in acceleration of the sums secured by this Security Instrument and sale of the

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Property. The notice shall further inform Borrower of the right to reinstate after acceleration and the right to bring a court action to assert the non-existence of a default or any other defense of Borrower to acceleration and sale. If the default is not cured by the Borrower on or before the date specified in the notice, and the Senior Lien Holder has not exercised its right to cure the default, then Lender at its option may require immediate payment in full of all sums secured by this Security Instrument without further demand and may invoke the power of sale and any other remedies permitted by applicable law. Notwithstanding Lender's right to invoke any remedies hereunder, as provided in Section 6 above, the Lender agrees that it will not commence foreclosure proceedings or accept a deed in lieu of foreclosure, or exercise any other rights or remedies hereunder until it has given the Senior Lien Holder at least 60 days' prior written notice. Lender shall be entitled to collect all expenses incurred in pursuing the remedies provided in this paragraph 17, including, but not limited to, reasonable attorneys' fees and costs of title evidence.

        If Lender invokes the power of sale, Lender shall mail copies of a notice of sale in the manner prescribed by applicable law to Borrower, the Senior Lien Holder and to the other persons prescribed by applicable law. Lender shall give notice of sale by public advertisement for the time and in the manner prescribed by applicable law. Lender, without demand on Borrower, shall sell the Property, at public auction to the highest bidder for cash at the time and place and under the terms designated in the notice of sale in one or more parcels and in any order Lender determines. Lender may postpone sale of all or any parcel of the Property to any later time on the same date by public announcement at the time and place of any previously scheduled sale. Lender or its designee may purchase the Property at any sale.

        Lender shall deliver to the purchaser Lender's deed conveying the Property without any covenant or warranty, expressed or implied. The recitals in the Lender's deed shall be prima facie evidence of the truth of the statements made therein. Lender shall apply the proceeds of the sale in the following order: (a) to all expenses of the sale, including, but not limited to, reasonable Lender's and attorneys' fees; (b) to all sums secured by this Security Instrument; and (c) any excess to the person or persons legally entitled to it.

        18.    Release.    Upon payment of all sums secured by this Security Instrument, Lender shall release this Security Instrument without charge to Borrower. Borrower shall pay any recordation costs.

        19.    Trustee.    Lender, at its option, may from time to time appoint a Trustee by an instrument recorded in the county in which this Security Instrument is recorded. Without conveyance of the Property, the trustee shall succeed to all the title, power and duties conferred upon Lender herein and by applicable law.

        20.    Modification of First Deed of Trust Loan Documents.    The Lender consents to any agreement or arrangement in which the Senior Lien Holder waives, postpones, extends, reduces or modifies any provisions of the First Deed of Trust Loan Documents, including any provisions requiring the payment of money.

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        BY SIGNING BELOW, the Borrower and the Lender accept and agree to the terms and covenants contained in this Security Instrument.

ELTP:		LENDER:
ELECTROPURE, INC.		ANTHONY M. FRANK KEOGH PLAN UTA CHARLES SCHWAB & CO., INC.
By	/s/  FLOYD H. PANNING Floyd H. Panning, President 23456 South Pointe Drive Laguna Hills, CA 92653	By	/s/  ANTHONY M. FRANK Anthony M. Frank 320 Meadowood Court Pleasant Hill, CA 94523-3176
LLC:
By	/s/  CATHERINE PATTERSON Catherine Patterson, CFO 23456 South Pointe Drive Laguna Hills, CA 92653

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EX-10.10AU

EXHIBIT 10.10.AU

SECOND DEED OF TRUST AND SECURITY AGREEMENT

        THIS SECOND DEED OF TRUST AND SECURITY AGREEMENT ("Security Instrument") is made as of the 12th day of May, 2003, by ELECTROPURE, INC., a California corporation ("ELTP"), ELECTROPURE HOLDINGS, LLC, a California limited liability company ("LLC"), to and for the benefit of ANTHONY M. FRANK, TTEE, ANTHONY M. FRANK DEFINED BENEFIT PENSION PLAN, UNDER AGREEMENT DATED 12/01/98, FBO: SHIRLEY M. PEGG ("Lender").

        As used herein, the term "Borrower" shall mean Electropure, Inc. and its wholly-owned subsidiary, Electropure Holdings, LLC, jointly and severally.

        ELTP owes Lender the principal sum of Four Hundred Thousand Dollars ($400,000.00), evidenced by that certain 8% Convertible Term Note dated September 16, 2002 (the "Note"), a copy of which is attached hereto as Exhibit "A". The Note provides that the full debt, if not paid earlier, shall be due and payable on January 17, 2004, the "Maturity Date" of the Note.

        LLC obtained a Two Million Dollar ($2,000,000) deed of trust loan (the "First Deed of Trust Loan") from Universal Bank (the "Senior Lien Holder") on or about June 3, 2002, which loan is secured by a first deed of trust lien on the Property (the "First Deed of Trust") and is also guaranteed by ELTP. The documents evidencing or securing the First Deed of Trust Loan are collectively referred to herein as the First Deed of Trust Loan Documents.

        This Security Instrument secures to Lender:

(d)

the repayment of the debt evidenced by the Note, with interest as provided in the Note, and all renewals, extensions and modifications of the Note;



(e)

the payment of all other sums, with interest as provided in the Note, advanced under paragraph 6 hereof to protect the security of this Security Instrument; and



(f)

the performance of Borrower's covenants and agreements under this Security Instrument and the Note.

For these purposes, Borrower irrevocably grants and conveys to Lender, with power of sale, subject to the rights of the Senior Lien Holder under the First Deed of Trust, the property located in Orange County, California which has the address of 23456 South Pointe Drive, Laguna Hills, California 92653 and is further described below ("Property Address"):

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND DESCRIBED AS: PARCEL 12, IN THE CITY OF LAGUNA HILLS, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 120, PAGES 17 TO 21 OF PARCEL MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.

EXCEPTING ALL OIL, GAS AND OTHER MINERALS THAT MAY BE WITHIN OR UNDER THE LAND ABOVE DESCRIBED AND ALL DRILLING AND OTHER RIGHTS WITH RESPECT THERETO EXCEPT THE RIGHT TO DRILL, MINE, OF SAID LAND, AS

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EX-10.10AV

EXHIBIT 10.10.AV

8% CONVERTIBLE TERM NOTE

$50,000 December 2, 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 KEOGH PLAN UTA CHARLES SCHWAB & CO., INC., 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 Fifty Thousand ($50,000), in lawful money of the United States, on December 2, 2003, or if such day is not a regular business day, then on the next business day thereafter (the "Maturity Date").

        1.    CONVERSION.    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 the Maturity Date (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 (as defined in Section 2 hereof)), to convert all or any portion of the principal amount of this Note, including interest accrued thereon, subject to the terms and provisions of this Section 1, into common stock of Electropure, Inc. at the then fair market value (closing bid price) on the date of such conversion.

        2.    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.

        3.    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.

1

        4.    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.

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

        5.    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.

        6.    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.

        7.    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.

        8.    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 KEOGH PLAN, UTA CHARLES SCHWAB & CO., INC.
By	/s/  FLOYD PANNING Floyd Panning, President 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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EX-10.10AW

EXHIBIT 10.10.AW

8% CONVERTIBLE TERM NOTE

$100,000 December 18, 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 KEOGH PLAN UTA CHARLES SCHWAB & CO., INC., 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 Thousand ($100,000), in lawful money of the United States, on December 18, 2003, or if such day is not a regular business day, then on the next business day thereafter (the "Maturity Date").

        1.    CONVERSION.

        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 the Maturity Date (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 (as defined in Section 2 hereof)), to convert all or any portion of the principal amount of this Note, including interest accrued thereon, subject to the terms and provisions of this Section 1, into common stock of Electropure, Inc. at the then fair market value (closing bid price) on the date of such conversion.

        2.    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.

        3.    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

1

EX-10.10AX

EXHIBIT 10.10.AX

8% CONVERTIBLE TERM NOTE

$100,000 January 9, 2003

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 KEOGH PLAN UTA CHARLES SCHWAB & CO., INC., 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 Thousand ($100,000), in lawful money of the United States, on January 9, 2004, or if such day is not a regular business day, then on the next business day thereafter (the "Maturity Date").

        1.    CONVERSION.

        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 the Maturity Date (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 (as defined in Section 2 hereof)), to convert all or any portion of the principal amount of this Note, including interest accrued thereon, subject to the terms and provisions of this Section 1, into common stock of Electropure, Inc. at the then fair market value (closing bid price) on the date of such conversion.

        2.    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.

        3.    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

1

EX-10.10AY

EXHIBIT 10.10.AY

8% CONVERTIBLE TERM NOTE

$100,000 January 23, 2003

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 KEOGH PLAN UTA CHARLES SCHWAB & CO., INC., 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 Thousand ($100,000), in lawful money of the United States, on January 23, 2004, or if such day is not a regular business day, then on the next business day thereafter (the "Maturity Date").

        1.    CONVERSION.

        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 the Maturity Date (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 (as defined in Section 2 hereof)), to convert all or any portion of the principal amount of this Note, including interest accrued thereon, subject to the terms and provisions of this Section 1, into common stock of Electropure, Inc. at the then fair market value (closing bid price) on the date of such conversion.

        2.    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.

        3.    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

1

EX-10.10AZ

EXHIBIT 10.10.AZ

8% CONVERTIBLE TERM NOTE

$100,000 February 23, 2003

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 KEOGH PLAN UTA CHARLES SCHWAB & CO., INC., 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 Thousand ($100,000), in lawful money of the United States, on February 23, 2004, or if such day is not a regular business day, then on the next business day thereafter (the "Maturity Date").

        1.    CONVERSION.    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 the Maturity Date (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 (as defined in Section 2 hereof)), to convert all or any portion of the principal amount of this Note, including interest accrued thereon, subject to the terms and provisions of this Section 1, into common stock of Electropure, Inc. at the then fair market value (closing bid price) on the date of such conversion.

        2.    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.

        3.    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

1