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EXHIBIT 10.10.AL    
  


 
 

DEBT CONVERSION AGREEMENT    
  


        THIS DEBT CONVERSION AGREEMENT (the "Agreement") is made and entered into effective as of the 3rd day of April, 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"). 


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 March 31, 2002, a total of $20,000.00 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 March 31, 2002 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 $20,000.00 in interest accrued on the Term Note into Forty Four Thousand Four Hundred Forty Five
(44,445) Shares of Electropure, Inc. Common Stock, $0.01 par value, at an effective conversation rate of $0.45 per share (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 entered into on November 1, 2001 and January 2, 2002 whereby a total of $76,444.44 in
interest accrued on said note was converted to an aggregate of 208,889 shares of Common Stock, Buyer acknowledges that all interest accrued and due through March 31, 2002 pursuant to the terms
of the 8% Three-Year Convertible Term Note entered into between the parties on January 17, 2001 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 of interest due on the Term Note through March 31, 2002 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. 


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        (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 


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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. 



        (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 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. 


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        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      
 Catherine Patterson, Chief Financial Officer

23456 South Pointe Drive

Laguna Hills, CA 92653-1512	 	/s/  ANTHONY M. FRANK      
 Anthony M. Frank, Trustee

101 Montgomery Street

San Francisco, CA 94104




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EXHIBIT 10.10.AL


DEBT CONVERSION AGREEMENT