SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(RULE 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. 23)*

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)

October 1, 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 7,742,958
			8.	Shared Voting Power  None
			9.	Sole Dispositive Power  7,742,958
			10.	Shared Dispositive Power  None
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  7,742,958 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)  56.9% of the Common Stock          100% of the Series C Convertible Preferred Stock 100% of the Series D Convertible Preferred Stock          54.6% of voting power
	14.	Type of Reporting Person (See Instructions) IN – 6,369,829 EP -      80,000

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This Amendment No. 23 amends, in relevant part as follows, the Schedule 13D, filed May 21, 2004, 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 521,008 shares of Electropure, Inc. common stock as described below, were from Mr. Frank’s personal funds.
Item 4.	Purpose of Transaction
On October 1, 2004, Mr. Frank received 235,294 shares of Electropure, Inc. common stock upon the conversion of $40,000 in interest accrued on a personal loan to the Company.
On January 27, 2005, Mr. Frank received an additional 285,714 shares of common stock upon conversion of $20,000 in interest accrued on the same personal loan to the Company.
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.

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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:
7,742,958 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.

(1)Includes warrants for 250,000 shares exercisable at $1.25 per share; 50,000 shares exercisable at $0.50; 250,000 shares exercisable at $0.47; and 200,000 shares exercisable at $1.00 per share.

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Mr. Frank owns beneficially 54.6% of the Common stock (56.9% 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 46.1% 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 May 21, 2004, Mr. Frank has entered into the following transactions with regard to Electropure’s common stock and/or preferred stock:

On October 1, 2004, Mr. Frank converted $40,000 in interest accrued on a $1,000,000 loan to Electropure into 235,294 shares of Electropure, Inc. common stock.  The fair market value of the common stock on the date of conversion was $0.17 per share.

On January 27, 2005, Mr. Frank converted an additional $20,000 in accrued interest on the same loan into 285,714 shares of Electropure, Inc. common stock, with a fair market value of $0.07 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
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, 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.
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

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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.  The original maturity date of this loan was extended on May 20, 2004 from January 17, 2004 to January 17, 2006.  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, as extended.
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.  On May 20, 2004, the maturity date was again extended to July 3, 2005.  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.  Of these loans, Mr. Frank converted $200,000 into shares and warrants of Micro Imaging Technology, Electropure’s subsidiary, on September 9, 2003.  The original one-year maturity dates on the remaining principal loans have been extended for additional one year terms through February 2006.
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.  The maturity date of these loans has been extended through December 2005.
On May 20, 2004, the Board of Directors of Electropure and its Micro Imaging Technology subsidiary granted Mr. Frank a security interest in certain patents owned by MIT as collateral for all of the outstanding loans described above.
Between July 1, 2004 and January 12, 2005, Mr. Frank loaned Electropure a total of 170,000 at 8% annual interest.  Until paid, Mr. Frank has the right to convert the principal and/or interest on these loans into common stock of Electropure at fair market value on the conversion date.  Payment on the loans is due through July 12, 2005 or from the proceeds of any sale of the Company’s EDI subsidiary, whichever occurs first.
Item 7.	Material to Be Filed as 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)

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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)

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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	Debt Conversion Agreement (Keogh) – 10/13/03 (17)
10.10.BF	Debt Conversion Agreement (Pension) – 10/13/03 – Face Sheet Only (17)
10.10.BG	8% Convertible Term Note – 11/04/03 (17)
10.10.BH	8% Convertible Term Note – 11/21/03 – Face Sheet Only (17)
10.10.BI	8% Convertible Term Note – 12/19/03 – Face Sheet Only (17)
10.10.BJ	Debt Conversion Agreement (Keogh) – 01/22/04 (17)
10.10.BK	Debt Conversion Agreement (Pension) – 01/22/04 – Face Sheet Only (17)
10.10.BL	Debt Conversion Agreement (Keogh) – 05/20/04 (18)
10.10.BM	Debt Conversion Agreement (Pension – 05/20/04 – Face Sheet Only (18)
10.10.BN	Security Agreement (Keogh) – 05/20/04 (18)
10.10.BO	Security Agreement (Pension) – 05/20/04 – Face Sheet Only (18)
10.10.BP	Security Agreement (Frank) – 05/20/04 – Face Sheet Only (18)

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10.10.BQ	Debt Conversion Agreement (Keogh) – 09/30/04
10.10.BR	Debt Conversion Agreement (Pension) – 09/30/04 – Face Sheet Only
10.10.BS	Debt Conversion Agreement (Keogh) – 01/27/05 – Face Sheet Only
10.10.BT	Debt Conversion Agreement (Pension – 01/27/05 – 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.

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(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.
(17)	Previously filed in connection with Amendment No. 21 to Schedule 13 filed on January 26, 2004.
(18)	Previously filed in connection with Amendment No. 22 to Schedule 13 filed on May 21, 2004.

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 28, 2005

Date

/S/ ANTHONY M. FRANK

Signature

Anthony M. Frank

Name/Title

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EX-10.10.BQ

EXHIBIT 10.10.BQ

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made and entered into effective as of the 30th day of September, 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, 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, 2004, 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 Septembe4 30, 2004 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 $0.17 per share, for a total of 141,176 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, 2004 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 May 20, 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 September 30, 2004 has been cured.

2.REPRESENTATIONS AND WARRANTIES OF BUYERBuyer 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.

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(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 RIGHTSThe 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.

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(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 AGREEMENTThis 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.AMENDMENTThis Agreement may not be amended except by written document executed by the parties.

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

8.SEVERABILITYIf 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 LAWThis Agreement shall be governed by and construed under the laws of the State of California in force from time to time.

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

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

12.COUNTERPARTSThis 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.

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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

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EX-10.10.BR

EXHIBIT 10.10.BR

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made and entered into effective as of the 30th day of September, 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 May 20, 2004.

WHEREAS, as of September 30, 2004, 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 September 30, 2004 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 $0.17 per share, for a total of 94,118 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 September 30, 2004 pursuant to the terms of the 8% Convertible Term Note entered into between the parties on September 16, 2002, and as amended on May 20, 2004, has been satisfied in full and that any default by Electropure for failure to pay interest due on the Term Note through September 30, 2004 has been cured.

2.REPRESENTATIONS AND WARRANTIES OF BUYERBuyer 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

EX-10.10.BS

EXHIBIT 10.10.BS

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made and entered into effective as of the 27th day of January, 2005, 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 December 31, 2004, 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, 2004 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 $0.07 per share, for a total of 171,428 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, 2004 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 May 20, 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, 2004 has been cured.

EX-10.10.BT

EXHIBIT 10.10.BT

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made and entered into effective as of the 30th day of September, 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 May 20, 2004.

WHEREAS, as of December 31, 2004, a total of $8,000.00 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 December 31, 2004 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 $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 $0.07 per share, for a total of 114,286 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, 2004 pursuant to the terms of the 8% Convertible Term Note entered into between the parties on September 16, 2002, and as amended on May 20, 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, 2004 has been cured.

2.REPRESENTATIONS AND WARRANTIES OF BUYERBuyer 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