0000912057-02-032465 Sample Contracts

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • August 15th, 2002 • Electropure Inc • Patent owners & lessors • California

THIS DEBT CONVERSION AGREEMENT (the "Agreement") is made and entered into effective as of the 5th day of July, 2002, 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").

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8% SIXTY-DAY TERM NOTE
Term Note • August 15th, 2002 • Electropure Inc • Patent owners & lessors

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, TTEE, ANTHONY M. FRANK DEFINED BENEFIT PENSION PLAN, UNDER AGREEMENT DATED 12/01/98, FBO: SHIRLEY M. PEGG, 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 Fifty Thousand ($150,000), in lawful money of the United States, on July 3, 2002, or if such day is not a regular business day, then on the next business day thereafter (the "Maturity Date").

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