-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CAjmVZBMJB66FtfmvpqLGdI1WxEqx7eO+cBe1j+idFQQAdVtlbS0AAH3cMcQ5rao TorP9MehryjDMHq2oRNVGQ== 0001095811-01-504716.txt : 20010905 0001095811-01-504716.hdr.sgml : 20010905 ACCESSION NUMBER: 0001095811-01-504716 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010904 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANK ANTHONY M CENTRAL INDEX KEY: 0000904422 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 320 MEADOWOOD CT CITY: PLEASANT HILL STATE: CA ZIP: 94523 BUSINESS PHONE: 4159746245 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTROPURE INC CENTRAL INDEX KEY: 0000808015 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 330056212 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40223 FILM NUMBER: 1730233 BUSINESS ADDRESS: STREET 1: 23456 S POINTE DR CITY: LAGUNA HILLS STATE: CA ZIP: 92653-1512 BUSINESS PHONE: 9497709347 MAIL ADDRESS: STREET 1: 23456 S POINTE DR STREET 2: SUITE A CITY: LAGUNA HILLS STATE: CA ZIP: 92653 FORMER COMPANY: FORMER CONFORMED NAME: HOH WATER TECHNOLOGY CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 a75522a1sc13da.txt AMENDMENT NO. 11 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------- AMENDMENT NO. 11 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) August 28, 2001 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b) (3) or (4), check the following box [ ]. (Continued on following pages) (Page 1 of 8 pages) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 13D - AMENDMENT NO. 10 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) [ ] (b) [ ] - ------- ------------------------------------------------------------------------ 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) [ ] - ------- ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OR ORGANIZATION CALIFORNIA, USA - ------- ------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 6,520,885 ------- ---------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY NONE ------- ---------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 6,520,885 ------- ---------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH NONE - ------- ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,520,885, 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* [ ] - ------- ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.2% OF THE COMMON STOCK 100% OF THE SERIES C CONVERTIBLE PREFERRED STOCK 100% OF THE SERIES D CONVERTIBLE PREFERRED STOCK 53.5% OF VOTING POWER - ------- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN -- 6,304,948 EP -- 80,000 - ------- ------------------------------------------------------------------------ * SEE INSTRUCTIONS BEFORE FILLING OUT! 3 Page 3 of 8 This Amendment No. 11 amends, in relevant part as follows, the Schedule 13D, filed February 13, 2001, 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 $100,000 utilized to purchase 333,334 shares of Electropure, Inc. common stock, as described below, was from Mr. Frank's personal funds. ITEM 4. PURPOSE OF THE TRANSACTION On August 28, 2001, Mr. Frank purchased 333,334 shares of Electropure, Inc. common stock, $0.01 par value, in a private sale transaction for the total purchase price of $100,000, or $0.30 per share. 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. 4 Page 4 of 8 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; (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. 5 Page 5 of 8 ITEM 5. INTEREST IN SECURITIES OF ISSUER (a) Mr. Frank owns the following shares of Electropure: 6,520,885 shares of common stock with one vote per share(1). 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. Mr. Frank owns beneficially 53.5% of the Common stock (56.2% 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 44.1% 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 January 17, 2001, Mr. Frank has entered into the following transactions with regard to Electropure's common stock and/or preferred stock: On August 28, 2001, Mr. Frank purchased 333,334 shares of common stock for $0.30 per share from the issuer for a total purchase price of $100,000. The following Warrants are currently exercisable by Mr. Frank:
--------------------------------------------------------------- DATE GRANTED PURCHASE PRICE NO. OF SHARES --------------------------------------------------------------- 12/17/92 $1.25 50,000 12/17/96 $1.25 50,000 08/02/00 $1.25 250,000 02/22/96 $2.25 300,000 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
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 February 22, 2001 to purchase 300,000 shares of common stock at $2.25 per share. Mr. Frank also 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. 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. - -------- (1) Includes warrants for 300,000 shares of common stock exercisable at $2.25 per share; 300,000 shares exercisable at $1.25 per share; and 902,603 shares exercisable at $2.00 per share. 6 Page 6 of 8 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 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. 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) *
7 Page 7 of 8 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 ****** 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 10.47.8 License Termination Agreement dated August 14, 1997 ***
----------------------------------------------- 8 Page 8 of 8 * 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. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 10 to Schedule 13D is true, complete and correct. Dated: August 30, 2001 /S/ ANTHONY M. FRANK ----------------------------------------- Anthony M. Frank EX-10.10AE 3 a75522a1ex10-10ae.txt EXHIBIT 10.10.AE 1 EXHIBIT 10.10.AE; PAGE 1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 28th day of August, 2001, 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"). 1. PURCHASE AND SALE OF SHARES (a) Effective on the date hereof, the Company hereby sells to Buyer and Buyer hereby purchases Three Hundred Thirty Three Thousand Three Hundred Thirty Four (333,334) Shares of Electropure, Inc. Common Stock (the "Shares") with an aggregate value equal to One Hundred Thousand Dollars ($100,000). (b) The Shares shall have the rights, preferences, privileges, restrictions and other terms set forth in the By-laws of the Company. 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 2 EXHIBIT 10.10.AE; PAGE 2 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 3 EXHIBIT 10.10.AE; PAGE 3 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 register under the Act all of the Common Stock issuable upon conversion of the Shares by the Buyer in connection with 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. 4 EXHIBIT 10.10.AE; PAGE 4 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. 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 as of the date first above written. COMPANY: ELECTROPURE, INC. By: /S/ FLOYD H. PANNING ------------------------------------- Floyd H. Panning, President 23456 South Pointe Drive Laguna Hills, CA 92653-1512 BUYER: By: /S/ ANTHONY M. FRANK ------------------------------------- ANTHONY M. FRANK 320 Meadowood Court Pleasant Hill, CA 94523-3176 -----END PRIVACY-ENHANCED MESSAGE-----