EXHIBIT
10.10.BC


 


SUBSCRIPTION
AGREEMENT


 


The Board of Directors of


Micro Imaging Technology


23456 South Pointe Drive


Laguna Hills, CA  92653-1512


 


Gentlemen:


 


The undersigned hereby applies to Electropure, Inc. (the “Company”) to
purchase the number of Units indicated on Page B-6 of this document, in
accordance with the terms of this Subscription Agreement attached to the
Confidential Private Placement Memorandum dated August 19, 2003, relating to
the Units (such Confidential Private Placement Memorandum, including all
financial statements, exhibits and schedules attached thereto, contained or
specified therein as available from the Company, and any amendments and
supplements thereto, is herein called the “Memorandum”).  This subscription is irrevocable.


 


INSTRUCTIONS


 


Please complete the Subscription Agreement in the following manner:


 


1.             Complete
Sections D and E by inserting the amount of your subscription and/or other
information called for in those Sections.


 


2.             Complete
the signature page.


 


A             Representations
and Warranties.                    The
undersigned acknowledges, represents, warrants and agrees as follows:


 


1.             The undersigned has
received and carefully reviewed the Memorandum and has relied only on the
information contained therein, information otherwise provided to him in writing
by the Company or information from books and records of the Company.  The undersigned acknowledges that all
documents, records and books pertaining to this investment have been made
available for inspection by him, his attorney and/or his accountant and in the
Memorandum, and that the books and records of the Company will be available
upon reasonable notice, for inspection by investors during reasonable business
hours at the principal place of the business of the Company.  The undersigned and/or his advisor(s) have
had a reasonable opportunity to ask questions of and receive answers from the
Company or a person or persons acting on its behalf, concerning the terms and
conditions of the Offering, and to obtain additional information, to the extent
possessed or obtainable without unreasonable effort or expense, necessary to
verify the accuracy of the information in the Memorandum.  All such questions have been answered to the
full satisfaction of the undersigned. 
No oral representations have been made or oral information


 


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furnished to the undersigned or
his advisor(s) concerning the Offering which were in any way inconsistent with
the Memorandum.


 


2.             The
undersigned (i) has adequate means of providing for his current needs and
possible personal contingencies, (ii) has no need for liquidity in this
investment, (iii) is able to bear the substantial economic risks of an
investment in the Units 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 the undersigned’s net worth, and the undersigned’s
investment in the Units will not cause such overall commitment to become
excessive.


 


3.             The
undersigned is an “accredited investor” as set forth in the Purchaser
Questionnaire accompanying this Subscription Agreement.


 


4.             The
undersigned recognizes that the Company has had only limited operating revenues
to date and that the Units as an investment involve significant risks,
including those set forth under the caption “Risk Factors” in Exhibit A to the
Memorandum.


 


5.             The
undersigned understands that the Memorandum has not been filed with or reviewed
by the United States Securities and Exchange Commission and may not have been
filed or reviewed by certain state securities administrators because of the
representation made by the Company as to the private or limited nature of the
Offering.


 


6.             The
undersigned understands that neither the Offering nor the sale of the Units has
been registered under the Securities Act of 1933, as amended (the “Act”) in
reliance upon an exemption therefrom. 
The undersigned understands that the Units 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.  The undersigned further understands that the
Company is under no obligation to register the Units on his behalf (except as
set forth in the Memorandum) or to assist him in complying with any exemption
from registration.


 


7.             The
Units are being purchased solely for the undersigned’s own account for
investment purposes only and not for the account of any other person and not
for distribution, assignment or resale to others, and no other person has a
direct or indirect beneficial interest in such Units.


 


8.             The
undersigned will not transfer the Units without registering them under
applicable federal or state securities laws unless the transfer is exempt from
registration under such laws.  The
undersigned realizes that the Company may not allow a transfer of the Units
unless the transferee meets the suitability standards for an initial purchaser
of the Units.  The undersigned
understands that legends will be placed on the certificates representing the
Units (or common shares underlying the Units), with respect to the above
restrictions on resale or other disposition of the Units and that stop transfer
instructions have or will be placed with respect to the Units so as to restrict
the assignment, resale or other disposition thereof.


 


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9.             The
Company will direct its transfer agent to place such an order in its books
respecting the transfer of the Units, and the certificate or certificates
representing the Units (or common shares underlying the Units) will bear the
following legend or a legend substantially similar thereto:


 


“THESE SECURITIES 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.  FURTHER, TRANSFER IS
RESTRICTED PURSUANT TO AN AGREEMENT WITH THE COMPANY.”


 


10.           Rules
144, promulgated by the Securities and Exchange Commission under the Act, may
be available for sale of the Units, but 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 such Units, such
sales in reliance upon Rule 144 may only be made (i) in limited quantities
after the Units have been held for one year, including one year after the
exercise of a warrant or (ii) in unlimited quantities by non-affiliates after
the Units have been held for two years (including two years after exercise of a
warrant), 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 has no obligation to supply the
information required for sales under Rule 144.


 


11.           All
information which the undersigned has provided to the Company in the Purchaser
Questionnaire or otherwise concerning himself, his investor status, financial
position and knowledge and experience in financial, tax and business matters is
correct and complete as of the date set forth at the end hereof, and if there
should be any adverse change in such information prior to acceptance of his
subscription, the undersigned will immediately provide the Company with such
information.


 


12.           The
undersigned, if a corporation, partnership, trust or other entity, is
authorized and otherwise duly qualified to purchase and hold the Units, such
entity has its principal place of business as set forth on the signature page
hereof and such entity has not been formed for the specific purpose of
acquiring Units unless all of its equity owners qualify as accredited
individual investors under the standards set forth in the accompanying
Purchaser Questionnaire.  Beneficiaries
of a trust will not be considered equity owners.


 


B.            Indemnification.   The undersigned agrees to
indemnify and hold harmless the Company, its subsidiaries, and their officers,
directors and affiliates from and against all damages, losses, costs and
expenses (including reasonable attorneys’ fees) which they may incur by reason
of the failure of the undersigned to fulfill any of the terms or conditions of
this Subscription Agreement, or by reason of any breach of the representations
and warranties made by the undersigned herein, in the undersigned’s related
Purchaser Questionnaire or in any document provided by the undersigned to the
Company.


 


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C.            Miscellaneous.


 


1.             The undersigned
agrees not to transfer or assign this Subscription Agreement, or any of the
undersigned’s interest herein, and further agrees that the transfer or
assignment of the Units acquired pursuant hereto shall be made only in
accordance with the conditions and restrictions contained in the Memorandum and
all applicable laws.


 


2.             The undersigned
agrees that the undersigned may not cancel, terminate or revoke this
Subscription Agreement or any agreement of the undersigned made hereunder
(except as otherwise specifically provided herein) and that this Subscription
Agreement shall survive the death or disability of the undersigned and shall be
binding upon the undersigned’s heirs, executors, administrators, successors and
assigns.


 


3.             Notwithstanding any
of the representations, warranties, acknowledgments or agreements made herein
by the undersigned, the undersigned does not thereby or in any other manner
waive any rights granted to the undersigned under federal or state securities
laws.


 


4.             This Subscription
Agreement constitutes the entire agreement among the parties with respect to
the subject matter hereof and may be amended only by a writing executed by all
parties.


 


5.             This Subscription
Agreement shall be enforced, governed, and construed in all respects in
accordance with the laws of the State of California.


 


6.             Within five days
after receipt of a written request from the Company, the undersigned agrees to
provide such information and to execute and deliver such documents as
reasonably may be necessary to comply with any and all laws, rules and
regulations to which the Company is subject.


 


7.             The representations
and warranties of the undersigned set forth herein shall survive the sale of
the Units pursuant to this Subscription Agreement.


 


D.            Subscription
and Method of Payment.             The
undersigned, acknowledging that one (1) Unit is the minimum subscription
required and that this Offering involves the sale of up to 60 Units, each Unit
consisting of 25,000 shares of MIT Common Stock, 12,500 Warrants to purchase
ELTP Common Stock at $1.00 per share, and 12,500 Warrants to purchase MIT
Common Stock at $2.00 per share, hereby subscribes for the following number of
Units and encloses payment as follows:


 


	
  (1)

  	
   

  	
  (2)

  
	
  Sixteen (16) Units

  	
   

  	
  Units at $25,000 per Unit for an

  aggregate purchase price of

  $400,000.00

  
	
  Number of Units (up to a maximum of 60 Units)

  	
   

  	
  payable by check or money order to “Micro Imaging Technology”

  



 












(1)           Fill
in the number of Units you desire to purchase pursuant to this Offering.


 


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(2)           Fill
in the aggregate purchase price of the Units purchased ($25,000 times the
number of Units).


 


E.             Form
of Ownership.            Please
indicate the form of ownership you desire for the Units.


 


ý            Individual (one signature required)


 


o            Joint Tenants with right of
survivorship (both parties must sign)


 


o            Tenants-in-Common (all parties must
sign)


 


o            Community Property (one signature
required if interest held in one name, i.e., managing spouse; two signatures
required if interest is held in both names)


 


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


 


Please PRINT
here the exact name(s) (registration) investor desires for the Units


 


 


	
   

  	
   

  	
  ACCEPTED:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MICRO IMAGING TECHNOLOGY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /S/ CATHERINE PATTERSON

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:  September 9, 2003

  	
   

  	
  Number of Units:  Sixteen (16)

  
								



 


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SIGNATURE
PAGE


 


TRUST  INVESTORS


 


NOTE:           Trustee
empowered to bind the trust must sign and must provide evidence of identity of
all trustees and a copy of the trust agreement or will (and any amendments)
which authorizes the trustee to sign on behalf of the trust and authorizes
investments by the trustee.  The Company
may request the Trustee to complete a special questionnaire.


 


 


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

  	
   

  	 

	
  Name of Trust (please print or type)

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  ANTHONY M. FRANK

  	
   

  	
   

  	 

	
  Name of Trustee (please print or type)

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  By

  	
  /S/ ANTHONY M. FRANK

  	
   

  	
   

  	
   

  
	
   

  	
  Trustee’s signature

  	
   

  	
  Date Trust was Formed

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Taxpayer Identification No: 

  	
  ###-##-####

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Trustee’s Address:

  	
   

  	
  320 Meadowood Court

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Pleasant Hill, CA 94523-3176

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Mailing Address

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
    (if different)

  	
   

  	
  101 Montgomery Street 

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  San Francisco, CA  94104

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Attention:  

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

															



 


Executed at:


 


	
  San Francisco

  	
  ,

  	
  CA

  	
  ,

  	
  USA

  	
   

  	
  this 9th day of 
  September, 2003.

  
	
  (City)

  	
   

  	
  (State)

  	
   

  	
  (Country)

  	
   

  	
   

  



 


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