0001104659-04-001675.txt : 20040126 0001104659-04-001675.hdr.sgml : 20040126 20040126122037 ACCESSION NUMBER: 0001104659-04-001675 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20040126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANK ANTHONY M CENTRAL INDEX KEY: 0000904422 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: 04542683 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 a04-1551_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 21)*

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)

January 22, 2004

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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 (“Act”) 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).

CUSIP No. 286133

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Anthony M. Frank

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization California, USA

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 7,305,283

			8.	Shared Voting Power None

			9.	Sole Dispositive Power 7,305,283

			10.	Shared Dispositive Power None

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,305,283 including 250,000 shares of Series C Convertible Preferred Stock and 250,000 shares of Series D Convertible Preferred Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 55.9% 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 (See Instructions) IN – 6,289,829 EP - 80,000

This Amendment No. 21 amends, in relevant part as follows, the Schedule 13D, filed September 10, 2003, 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 166,667 shares of Electropure, Inc. common stock as described below, were from Mr. Frank’s personal funds.
Item 4.	Purpose of Transaction
On October 13, 2003, Mr. Frank received 66,667 shares of Electropure, Inc. common stock upon the conversion of $20,000 in interest accrued on a personal loan to the Company. An additional 100,000 shares of common stock of Electropure were issued on January 22, 2004 on the conversion of an additional $20,000 accrued on said loan.
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;
(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 the Issuer
(a) Mr. Frank owns the following shares of Electropure:
7,305,283 shares of common stock with one vote per share(1).

(1) 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; 100,000 shares exercisable at $0.42; and 200,000 shares exercisable at $1.00 per share.

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 (55.9% 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 45.0% of the voting power of all classes of stock of Electropure.

(b) Mr. Frank has the sole voting and dispositive power over the shares he owns.

(c) Since September 10, 2003, Mr. Frank has entered into the following transactions with regard to Electropure’s common stock and/or preferred stock:

On October 13, 2003, Mr. Frank converted $20,000 in interest accrued on a $1,000,000 loan to Electropure into 66,667 shares of Electropure, Inc. common stock. The fair market value of the common stock on the date of conversion was $0.30 per share.

On January 22, 2004, Mr. Frank converted an additional $20,000 in accrued interest to 100,000 shares of Electropure, Inc. common stock at the conversion rate of $0.20 per share.

The following Warrants of Electropure, Inc. 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
09/09/03	$	1.00	200,000

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to 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 January 22, 2004, Mr. Frank rescinded the security interest he holds in the building so that the Company may proceed with refinancing arrangements.

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. On October 3, 2003, the parties agreed to extend the maturity date on this loan to July 3, 2004. 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. And between November 4 and December 19, 2003, Mr. Frank loaned Electropure an additional $300,000 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)

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 (14)

10.10.AS Debt Conversion Agreement (Pension) - 04/15/03 - Face Sheet Only (14)

10.10.AT Second Deed of Trust and Security Agreement (Keogh) - 05/12/03 (14)

10.10.AU Second Deed of Trust and Security Agreement (Pension) - 05/12/03 - Face Sheet Only (14)

10.10.AV 8% Convertible Term Note - 12/02/02 (14)

10.10.AW 8% Convertible Term Note - 12/18/02 - Face Sheet Only (14)

10.10.AX 8% Convertible Term Note - 01/09/03 - Face Sheet Only (14)

10.10.AY 8% Convertible Term Note - 01/23/03 - Face Sheet Only (14)

10.10.AZ 8% Convertible Term Note - 02/23/03 - Face Sheet Only (14)

10.10.BA Debt Conversion Agreement (Keogh) - 07/22/03 (15)

10.10.BB Debt Conversion Agreement (Pension) - 07/22/03 - Face Sheet Only (15)

10.10.BC Subscription Agreement, September 9, 2003 (16)

10.10.BD Debt Conversion Agreement (Keogh) - 09/09/03 (16)

10.10.BE Second Amendment to 8% Sixty-Day Term Note

10.10.BF Debt Conversion Agreement (Keogh) – 10/13/03

10.10.BG Debt Conversion Agreement (Pension) – 10/13/03 – Face Sheet Only

10.10.BH 8% Convertible Term Note – 11/04/03

10.10.BI 8% Convertible Term Note – 11/21/03 – Face Sheet Only

10.10.BJ 8% Convertible Term Note – 12/19/03 – Face Sheet Only

10.10.BK Debt Conversion Agreement (Keogh) – 01/22/04

10.10.BL Debt Conversion Agreement (Pension) – 01/22/04 – Face Sheet Only

10.10.BM Mutual Rescission of Second Deed of Trust and Security Agreement (Keogh) – 01/22/04

10.10.BN Mutual Rescission of Second Deed of Trust and Security Agreement (Pension) – 01/22/04 – 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.

(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.

(14) Previously filed in connection with Amendment No. 18 to Schedule 13D filed on May 15, 2003.

(15) Previously filed in connection with Amendment No. 19 to Schedule 13D filed on July 24, 2003.

(16) Previously filed in connection with Amendment No. 20 to Schedule 13 filed on September 10, 2003.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	January 23, 2004
	Date
	/S/ ANTHONY M. FRANK
	Signature
	Anthony M. Frank
	Name/Title

EX-10.10BE 3 a04-1551_1ex10d10be.htm EX-10.10BE

EXHIBIT 10.10BE

SECOND AMENDMENT
TO
8% SIXTY-DAY TERM NOTE

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

The above-described parties to the Agreement hereby agree as follows:

1. That the Maturity Date of the above-referenced Agreement, as amended on June 19, 2002, shall be extended to July 3, 2004, or if such day is not a regular business day, then on the next business day thereafter.

2. That interest shall be accrued at the rate of Eight Percent (8%) per annum on the unpaid principal balance of $150,000 and all interest accrued through October 3, 2003 on such principal balance, in the sum of $17,000.00 from the date hereof until paid.

3. That all other terms and conditions of the Agreement and the June 19, 2002 Amendment to the 8% Sixty-Day Term Note shall remain in full force and effect unless otherwise modified in writing by the parties.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on the 3rd day of October, 2003.

COMPANY:		HOLDER:

ELECTROPURE, INC.		ANTHONY M. FRANK,TTEE, ANTHONY M. FRANK DEFINED BENEFIT PENSION PLAN UNDER AGREEMENT DATED 12-01-98, FBO: SHIRLEY M. PEGG

By	/S/ CATHERINE PATTERSON	By	/S/ ANTHONY M. FRANK
	Catherine Patterson, Secretary		Anthony M. Frank
	23456 South Pointe Drive		101 Montgomery
	Laguna Hills, CA 92653		San Francisco, CA 94104

EX-10.10BF 4 a04-1551_1ex10d10bf.htm EX-10.10BF

EXHIBIT 10.10.BF

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made and entered into effective as of the 13th day of October, 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 September 30, 2003, a total of $12,000.00 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 September 30, 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 $12,000.00 in interest accrued on the Term Note into Shares of Electropure, Inc. Common Stock, $0.01 par value, at an effective conversion rate of $0.30 per share, for a total of 40,000 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 September 30, 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 September 30, 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”).

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

(c) That Buyer understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), in reliance upon the exemptions from the registration provisions of the Act contained in Section 4 (2) thereof, and any continued reliance on such exemption is predicated on the representations of the Buyer set forth herein.

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

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

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

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

(h) Buyer will not transfer the Shares without registering them under applicable federal and state securities laws unless the transfer is exempt from registration. Buyer realizes that the Company may not allow a transfer of Shares unless the transferee is also an “accredited investor”. Buyer understands that legends will be placed on certificates representing the Shares, with respect to the above restrictions on resale or other disposition of the Shares and that stop transfer instructions have or will be placed with respect to the Shares so as to restrict the assignment, resale or other disposition thereof.

(i) The Company will direct its transfer agent to, or will itself, place such a stop transfer order in its books respecting transfer of the Shares, and the certificate or certificates representing the Shares will bear the following legend or a legend substantially similar thereto:

“THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF: (1) AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT, OR (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

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

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

are duly authorized and do not require the consent or approval of any governmental body or other regulatory authority; and this Agreement is a valid, binding and legal obligation of Electropure, enforceable in accordance with the terms herein.

5. ENTIRE AGREEMENT This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relating to such subject matter.

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

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

8. SEVERABILITY If any provision of this Agreement shall be held unenforceable as applied to any circumstance, the remainder of this Agreement and the application of such provision to other circumstances shall be interpreted so as best to effect the intent of the parties. The parties further agree to replace any such unenforceable provision with an enforceable provision (and to take such other action) which will achieve, to the extent possible, the purposes of the unenforceable provision.

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

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

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

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		/S/ ANTHONY M. FRANK
Catherine Patterson, Chief Financial Officer		Anthony M. Frank, Trustee
23456 South Pointe Drive		101 Montgomery Street
Laguna Hills, CA 92653-1512		San Francisco, CA 94104

EX-10.10BG 5 a04-1551_1ex10d10bg.htm EX-10.10BG

EXHIBIT 10.10.BG

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made and entered into effective as of the 13th day of October, 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 September 30, 2003, a total of $8,000.00 in interest accrued under the above Term Note is due and payable to Buyer by the Company.

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 $8,000.00 in interest accrued on the Term Note into Shares of Electropure, Inc. Common Stock, $0.01 par value, at an effective conversion rate of $0.30 per share, for a total of 26,667 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 December 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 September 30, 2003 has been cured.

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

EX-10.10BH 6 a04-1551_1ex10d10bh.htm EX-10.10BH

EXHIBIT 10.10.BH

8% CONVERTIBLE TERM NOTE

$100,000

November 4, 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 November 4, 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 1 Maritime Plaza, Suite 825, San Francisco, California 94111.

(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.

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.

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		By	/S/ ANTHONY M. FRANK
		Floyd Panning, President			Anthony M. Frank
		23456 South Pointe Drive			1 Maritime Plaza, Suite 825
		Laguna Hills, CA 92653			San Francisco, CA 94111

EX-10.10BI 7 a04-1551_1ex10d10bi.htm EX-10.10BI

EXHIBIT 10.10.BI

8% CONVERTIBLE TERM NOTE

$100,000

November 21, 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, 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 November 21, 2004, or if such day is not a regular business day, then on the next business day thereafter (the “Maturity Date”).

1. CONVERSION.

2. PAYMENTS AND PREPAYMENTS.

3. NOTICES TO NOTEHOLDER.

EX-10.10BJ 8 a04-1551_1ex10d10bj.htm EX-10.10BJ

EXHIBIT 10.10.BJ

8% CONVERTIBLE TERM NOTE

$100,000

December 19, 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, 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 19, 2004, or if such day is not a regular business day, then on the next business day thereafter (the “Maturity Date”).

1. CONVERSION.

2. PAYMENTS AND PREPAYMENTS.

3. NOTICES TO NOTEHOLDER.

EX-10.10BK 9 a04-1551_1ex10d10bk.htm EX-10.10BK

EXHIBIT 10.10.BK

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made and entered into effective as of the 22nd day of January, 2004, by and between ANTHONY M. FRANK KEOGH PLAN UTA CHARLES SCHWAB & CO., INC. (hereinafter referred to as “Buyer”) and ELECTROPURE, INC., a California corporation (hereinafter referred to as “Electropure” or the “Company”).

R E C I T A L S

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

WHEREAS, as of December 31, 2003, a total of $12,000.00 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 December 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 $12,000.00 in interest accrued on the Term Note into Shares of Electropure, Inc. Common Stock, $0.01 par value, at an effective conversion rate of $0.20 per share, for a total of 60,000 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 December 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, as amended on January 22, 2004, 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 December 31, 2003 has been cured.

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

(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.

transfer instructions have or will be placed with respect to the Shares so as to restrict the assignment, resale or other disposition thereof.

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

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.

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.

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 effective as of the date first above written.

COMPANY:		BUYER:

ELECTROPURE, INC.		ANTHONY M. FRANK KEOGH PLAN UTA CHARLES SCHWAB & CO., INC.


/S/ FLOYD H. PANNING		/S/ ANTHONY M. FRANK
Floyd H. Panning, President		Anthony M. Frank, Trustee
23456 South Pointe Drive		101 Montgomery Street
Laguna Hills, CA 92653-1512		San Francisco, CA 94104

EX-10.10BL 10 a04-1551_1ex10d10bl.htm EX-10.10BL

EXHIBIT 10.10.BL

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made and entered into effective as of the 22nd day of January, 2004, 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”), as amended on January 22, 2004.

WHEREAS, as of December 31, 2003, a total of $8,000.00 in interest accrued under the above Term Note is due and payable to Buyer by the Company.

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 $8,000.00 in interest accrued on the Term Note into Shares of Electropure, Inc. Common Stock, $0.01 par value, at an effective conversion rate of $0.20 per share, for a total of 40,000 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 December 31, 2003 pursuant to the terms of the 8% Convertible Term Note entered into between the parties on September 16, 2002, and as amended on January 22, 2004, has been satisfied in full and that any default by Electropure for failure to pay interest due on the Term Note through December 31, 2003 has been cured.

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

EX-10.10BM 11 a04-1551_1ex10d10bm.htm EX-10.10BM

EXHIBIT 10.10.BM

MUTUAL RESCISSION OF

SECOND DEED OF TRUST AND SECURITY AGREEMENT

This Agreement of mutual rescission of a Second Deed of Trust and Security Agreement is made and entered into this 22^nd day of January, 2004, by and between ELECTROPURE, INC., a California corporation (“ELTP”), ELECTROPURE HOLDINGS, LLC, a California limited liability company ( “LLC”), and the ANTHONY M. FRANK KEOGH PLAN UTA CHARLES SCHWAB & CO., INC. (“Lender”).

The parties hereby mutually acknowledge and agree that:

1. On March 12, 2003, the parties entered into a Second Deed of Trust and Security Agreement, which is attached hereto and marked as Exhibit “A”.

2. The parties to that Second Deed of Trust and Security Agreement and to this agreement of mutual rescission wish to rescind the May 12, 2003 agreement.

Therefore, in consideration of the mutual covenants of the parties, the parties hereby rescind the aforementioned Second Deed of Trust and Security Agreement as of this day first written above. This agreement of mutual rescission shall be binding upon the parties, their successors, assigns and personal representatives. None of the parties shall have any further rights or duties thereunder.

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

This Agreement contains the entire agreement of the parties hereto and may be modified or amended only by a written instrument executed by both parties hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

ELTP:			LENDER:

ELECTROPURE, INC.			ANTHONY M. FRANK KEOGH PLAN
			UTA CHARLES SCHWAB & CO., INC.

By		/S/ FLOYD H. PANNING	By	/S/ ANTHONY M. FRANK
		Floyd H. Panning, President		Anthony M. Frank
		23456 South Pointe Drive		320 Meadowood Court
		Laguna Hills, CA 92653		Pleasant Hill, CA 94523-3176
LLC:


By	/S/ CATHERINE PATTERSON
	Catherine Patterson, CFO
	23456 South Pointe Drive
	Laguna Hills, CA 92653

EX-10.10BN 12 a04-1551_1ex10d10bn.htm EX-10.10BN

EXHIBIT 10.10.BN

MUTUAL RESCISSION OF

SECOND DEED OF TRUST AND SECURITY AGREEMENT

This Agreement of mutual rescission of a Second Deed of Trust and Security Agreement is made and entered into this 22^nd day of January, 2004, by and between ELECTROPURE, INC., a California corporation (“ELTP”), ELECTROPURE HOLDINGS, LLC, a California limited liability company ( “LLC”), and the ANTHONY M. FRANK, TTEE, ANTHONY M. FRANK DEFINED BENEFIT PENSION PLAN, UNDER AGREEMENT DATED 12/01/98, FBO: SHIRLEY M. PEGG (“Lender”).

The parties hereby mutually acknowledge and agree that:

1. On March 12, 2003, the parties entered into a Second Deed of Trust and Security Agreement, which is attached hereto and marked as Exhibit “A”.

2. The parties to that Second Deed of Trust and Security Agreement and to this agreement of mutual rescission wish to rescind the May 12, 2003 agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

This Agreement contains the entire agreement of the parties hereto and may be modified or amended only by a written instrument executed by both parties hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

ELTP:			LENDER:

ELECTROPURE, INC.			ANTHONY M. FRANK, TTEE, ANTHONY M.
			FRANK DEFINED BENEFIT PENSION PLAN,
			UA DTD 12/01/98, FBO: SHIRLEY M. PEGG

By		/S/ FLOYD H. PANNING	By	/S/ ANTHONY M. FRANK
		Floyd H. Panning, President		Anthony M. Frank
		23456 South Pointe Drive		320 Meadowood Court
		Laguna Hills, CA 92653		Pleasant Hill, CA 94523-3176
LLC:


By	/S/ CATHERINE PATTERSON
	Catherine Patterson, CFO
	23456 South Pointe Drive
	Laguna Hills, CA 92653

Under the Securities Exchange Act of 1934 (Amendment No. 21)*

Signature

Under the Securities Exchange Act of 1934
(Amendment No. 21)*