Date: __________ Dear __________: The Board of Directors of T/F Purifiner, Inc.(the "Corporation") is pleased to award you an Option pursuant to the provisions of the 1996 Stock Option Plan (the "Plan"). This letter will describe the Option granted to...

                                                                [NSO GRANT FORM]


                               T/F PURIFINER, INC.
                         0000 Xxxx Xxxxx Xxxx, Xxxxx 000
                          Xxxxxxx Xxxxx, Xxxxxxx 00000


                                                               Date:  __________


___________
___________
___________


Dear __________:

      The  Board of  Directors  of T/F  Purifiner,  Inc.(the  "Corporation")  is
pleased  to award you an Option  pursuant  to the  provisions  of the 1996 Stock
Option Plan (the "Plan").  This letter will describe the Option  granted to you.
Attached  to this  letter is a copy of the Plan.  The terms of the Plan also set
forth provisions governing the Option granted to you. Therefore,  in addition to
reading this letter you should also read the Plan. Your signature on this letter
is an acknowledgement to us that you have read and under-stand the Plan and that
you agree to abide by its terms. All terms not defined in this letter shall have
the same meaning as in the Plan.

       1.   TYPE OF OPTION.  You are granted an NSO.  Please  see in  particular
Section 11 of the Plan.

       2.   RIGHTS AND  PRIVILEGES.  Subject to the  conditions  hereinafter set
forth,  we  grant  you the  right  to  purchase  __________  shares  of Stock at
$__________  per share,  the current fair market value of a share of Stock.  The
right to purchase the shares of Stock  accrues in __________  installments  over
the time periods described below:

          The right to acquire __________ shares accrues on __________.

          The right to acquire __________ shares accrues on __________.

       3.   TIME OF  EXERCISE.  The Option may be exercised at any time and from
time to time  beginning  when the right to purchase the shares of Stock  accrues
and ending when they terminate as provided in Section 5 of this letter.

       4.   METHOD OF EXERCISE. The Options shall be exercised by written notice
to the Chairman of the Board of Directors at the  Corporation's  principal place
of  business.  The  notice  shall set forth the  number of shares of Stock to be








acquired and shall  contain a check payable to the  Corporation  in full payment
for the Stock or that number of already  owned shares of Stock equal in value to
the total Exercise Price of the Option.  We shall make delivery of the shares of
Stock subject to the conditions described in Section 13 of the Plan.

       5.   TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

            (a) __________,  199_, being __________ years from the date of grant
pursuant to the provisions of Section 2 of this Agreement; or

            (b)  The  expiration  of  three  months   following  the  date  your
employment  terminates with the Corporation and any of its subsidiaries included
in the  Plan  for any  reason,  other  than by  reason  of  death  or  permanent
disability.  As used  herein,  "permanent  disability"  means your  inability to
engage  in  any  substantial   gainful  activity  by  reason  of  any  medically
determinable  physical or mental  impairment  which can be expected to result in
death or which has lasted or can be expected to last for a continuous  period of
not less than 12 months; or

            (c) The expiration of 12 months  following the date your  employment
terminates  with the  Corporation  and any of its  subsidiaries  included in the
Plan, if such employment termination occurs by reason of your death or by reason
of your permanent disability (as defined above).

       6.   SECURITIES LAWS.

            The Option and the shares of Stock  underlying  the Option  have not
been  registered  under the Securities Act of 1933, as amended (the "Act").  The
Corporation  has no  obligations  to ever  register  the Option or the shares of
Stock  underlying the Option.  All shares of Stock acquired upon the exercise of
the Option shall be "restricted  securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the shares shall bear an
appropriate  legend  restricting  their  transfer.  Such shares  cannot be sold,
transferred,  assigned or otherwise  hypothecated without registration under the
Act or  unless a valid  exemption  from  registration  is then  available  under
applicable  federal  and  state  securities  laws and the  Corporation  has been
furnished with an opinion of counsel  satisfactory  in form and substance to the
Corporation that such registration is not required.

       7.   BINDING EFFECT.  The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.

















       8.   DATE OF GRANT. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.

                                    Very truly yours,



                                    By:_______________________________
                                        President

AGREED AND ACCEPTED:


_________________________











                                                         Date:  ________________

                             T/F PURIFINER, INC.
                        0000 Xxxx Xxxxx Xxxx, Xxxxx 000
                         Xxxxxxx Xxxxx, Xxxxxxx 00000



_______________
_______________
_______________


Dear _______________:

      The  Board of  Directors  of T/F  Purifiner,  Inc.(the  "Corporation")  is
pleased  to award you an Option  pursuant  to the  provisions  of the 1996 Stock
Option Plan (the "Plan").  This letter will describe the Option  granted to you.
Attached  to this  letter is a copy of the Plan.  The terms of the Plan also set
forth provisions governing the Option granted to you. Therefore,  in addition to
reading this letter you should also read the Plan. Your signature on this letter
is an acknowledgement to us that you have read and under-stand the Plan and that
you agree to abide by its terms. All terms not defined in this letter shall have
the same meaning as in the Plan.

       1.   TYPE OF OPTION.  You are  granted an ISO.  Please see in  particular
Section 11 of the Plan.

       2.   RIGHTS AND  PRIVILEGES.  Subject to the  conditions  hereinafter set
forth,  we  grant  you the  right  to  purchase  __________  shares  of Stock at
$__________  per share,  the current fair market value of a share of Stock.  The
right to purchase the shares of Stock  accrues in __________  installments  over
the time periods described below:

          The right to acquire __________ shares accrues on __________.

          The right to acquire __________ shares accrues on __________.

          The right to acquire __________ shares accrues on __________.

          The right to acquire __________ shares accrues on __________.

          The right to acquire __________ shares accrues on __________.

          The right to acquire __________ shares accrues on __________.

       3.   TIME OF EXERCISE.  The Option may be exercised at any  time and from
time to time  beginning  when the right to purchase the shares of Stock  accrues
and ending when they terminate as provided in Section 5 of this letter.











       4.   METHOD OF EXERCISE. The Options shall be exercised by written notice
to the Chairman of the Board of Directors at the  Corporation's  principal place
of  business.  The  notice  shall set forth the  number of shares of Stock to be
acquired and shall  contain a check payable to the  Corporation  in full payment
for the Stock or that number of already  owned shares of Stock equal in value to
the total Exercise Price of the Option.  We shall make delivery of the shares of
Stock subject to the conditions described in Section 13 of the Plan.

       5.   TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

            (a) _____________,  199___,  being __________ years from the date of
grant pursuant to the provisions of Section 2 of this Agreement; or

            (b) The  expiration  of  thirty  (30) days  following  the date your
employment  terminates with the Corporation and any of its subsidiaries included
in the  Plan  for any  reason,  other  than by  reason  of  death  or  permanent
disability.  As used  herein,  "permanent  disability"  means your  inability to
engage  in  any  substantial   gainful  activity  by  reason  of  any  medically
determinable  physical or mental  impairment  which can be expected to result in
death or which has lasted or can be expected to last for a continuous  period of
not less than 12 months; or

            (c) The expiration of 12 months  following the date your  employment
terminates  with the  Corporation  and any of its  subsidiaries  included in the
Plan, if such employment termination occurs by reason of your death or by reason
of your permanent disability (as defined above).

       6.   SECURITIES LAWS.

            The Option and the shares of Stock  underlying  the Option  have not
been  registered  under the Securities Act of 1933, as amended (the "Act").  The
Corporation  has no  obligations  to ever  register  the Option or the shares of
Stock  underlying the Option.  All shares of Stock acquired upon the exercise of
the Option shall be "restricted  securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the shares shall bear an
appropriate  legend  restricting  their  transfer.  Such shares  cannot be sold,
transferred,  assigned or otherwise  hypothecated without registration under the
Act or  unless a valid  exemption  from  registration  is then  available  under
applicable  federal  and  state  securities  laws and the  Corporation  has been
furnished with an opinion of counsel  satisfactory  in form and substance to the
Corporation that such registration is not required.










                                        2








       7.   BINDING EFFECT.  The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.

       8.   DATE OF GRANT.  The Option shall be treated as having  been  granted
to you on the date of this letter even though you may sign it at a later date.

               
                                    Very truly yours,



                                    By:_______________________________
                                       President

AGREED AND ACCEPTED:


_________________________
































                                      3






                                                                 [NSO GRANT FORM
                                                            WITH RELOAD OPTIONS]


                             T/F PURIFINER, INC.
                        0000 Xxxx Xxxxx Xxxx, Xxxxx 000
                         Xxxxxxx Xxxxx, Xxxxxxx 00000


                                                               Date:  __________


__________
__________
__________


Dear __________:

      The Board of Directors  of T/F  Purifiner,  Inc.  (the  "Corporation")  is
pleased  to award you an Option  pursuant  to the  provisions  of the 1996 Stock
Option Plan (the "Plan").  This letter will describe the Option  granted to you.
Attached  to this  letter is a copy of the Plan.  The terms of the Plan also set
forth provisions governing the Option granted to you. Therefore,  in addition to
reading this letter you should also read the Plan. Your signature on this letter
is an  acknowledgement to us that you have read and understand the Plan and that
you agree to abide by its terms. All terms not defined in this letter shall have
the same meaning as in the Plan.

       1.   TYPE OF OPTION.  You are  granted an NSO.  Please see in  particular
Section 11 of the Plan.

       2.   RIGHTS AND PRIVILEGES.

            (a) Subject to the conditions  hereinafter  set forth,  we grant you
the right to purchase  __________  shares of Stock at $__________ per share, the
current fair market value of a share of Stock.  The right to purchase the shares
of Stock  accrues in  __________  installments  over the time periods  described
below:

          The right to acquire __________ shares accrues on __________.

          The right to acquire __________ shares accrues on __________.

            (b) In  addition  to the  Option  granted  hereby  (the  "Underlying
Option"),  the Corporation  will grant you a reload option (the "Reload Option")
as hereinafter provided. A Reload Option is hereby granted to you if you acquire
shares of Stock  pursuant to the exercise of the  Underlying  Option and pay for
such  shares of Stock  with  shares of Common  Stock  already  owned by you (the
"Tendered Shares"). The Reload Option grants you the right to purchase shares of



                                        1






Stock  equal in number to the number of Tendered  Shares.  The date on which the
Tendered  Shares are tendered to the  Corporation in full or partial  payment of
the purchase price for the shares of Stock acquired  pursuant to the exercise of
the Underlying Option is the Reload Grant Date. The exercise price of the Reload
Option is the fair market value of the Tendered Shares on the Reload Grant Date.
The fair  market  value of the  Tendered  Shares  shall be the low bid price per
share of the  Corporation's  Common Stock on the Reload  Grant Date.  The Reload
Option shall vest equally over a period of __________ (___) years, commencing on
the first  anniversary of the Reload Grant Date, and on each  anniversary of the
Reload  Grant  Date  thereafter;  however,  no Reload  Option  shall vest in any
calendar  year if it would  allow you to  purchase  for the  first  time in that
calendar  year shares of Stock with a fair market  value in excess of  $100,000,
taking into account  ISOs  previously  granted to you.  The Reload  Option shall
expire on the earlier of (i) __________  (___) years from the Reload Grant Date,
or (ii) in accordance with Paragraph 5(b), or (iii) in accordance with Paragraph
5(c) as set forth herein. If vesting of the Reload Option is deferred,  then the
Reload Option shall vest in the next calendar  year,  subject,  however,  to the
deferral of vesting  previously  provided.  Except as provided herein the Reload
Option is subject to all of the other  terms and  provisions  of this  Agreement
governing Options.

       3.   TIME OF EXERCISE.  The Option may be exercised  at any time and from
time to time  beginning  when the right to purchase the shares of Stock  accrues
and ending when they terminate as provided in Section 5 of this letter.

       4.   METHOD OF EXERCISE. The Options shall be exercised by written notice
to the Chairman of the Board of Directors at the  Corporation's  principal place
of  business.  The  notice  shall set forth the  number of shares of Stock to be
acquired and shall  contain a check payable to the  Corporation  in full payment
for the Stock or that number of already  owned shares of Stock equal in value to
the total Exercise Price of the Option.  We shall make delivery of the shares of
Stock subject to the conditions described in Section 13 of the Plan.

       5.   TERMINATION OF OPTION. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

            (a) __________,  199_, being __________ years from the date of grant
pursuant to the provisions of Section 2 of this Agreement; or

            (b)  The  expiration  of  three  months   following  the  date  your
employment  terminates with the Corporation and any of its subsidiaries included
in the  Plan  for any  reason,  other  than by  reason  of  death  or  permanent













                                      2



disability.  As used  herein,  "permanent  disability"  means your  inability to
engage  in  any  substantial   gainful  activity  by  reason  of  any  medically
determinable  physical or mental  impairment  which can be expected to result in
death or which has lasted or can be expected to last for a continuous  period of
not less than 12 months; or

            (c) The expiration of 12 months  following the date your  employment
terminates  with the  Corporation  and any of its  subsidiaries  included in the
Plan, if such employment termination occurs by reason of your death or by reason
of your permanent disability (as defined above).

       6.   SECURITIES LAWS.

            The Option and the shares of Stock  underlying  the Option  have not
been  registered  under the Securities Act of 1933, as amended (the "Act").  The
Corporation  has no  obligations  to ever  register  the Option or the shares of
Stock  underlying the Option.  All shares of Stock acquired upon the exercise of
the Option shall be "restricted  securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the shares shall bear an
appropriate  legend  restricting  their  transfer.  Such shares  cannot be sold,
transferred,  assigned or otherwise  hypothecated without registration under the
Act or  unless a valid  exemption  from  registration  is then  available  under
applicable  federal  and  state  securities  laws and the  Corporation  has been
furnished with an opinion of counsel  satisfactory  in form and substance to the
Corporation that such registration is not required.

       7.   BINDING EFFECT.  The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.

       8.   DATE OF GRANT.  The Option shall be  treated as having  been granted
to you on the date of this letter even though you may sign it at a later date.

                                    Very truly yours,



                                    By:_______________________________
                                          President

AGREED AND ACCEPTED:


_________________________









                                        3