EXHIBIT 10.1


                    PURADYN FILTER TECHNOLOGIES INCORPORATED

                     2000 NON-EMPLOYEE DIRECTOR'S STOCK PLAN



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                        PURADYN FILTER TECHNOLOGIES, INC.
                       NON-EMPLOYEE DIRECTORS' STOCK PLAN

         1. Purpose. The purpose of this Non-Employee Directors' Stock Plan (the
"Plan") of PURADYN FILTER TECHNOLOGIES, INC., a Florida corporation (the
"Company"), is to advance the interests of the Company and its stockholders by
providing a means to attract and retain highly qualified persons to serve as
non-employee directors and advisory directors of the Company, thereby promoting
a closer identity of interests between such persons and the Company's
stockholders.

         2. Definitions. In addition to terms defined elsewhere in the Plan, the
following are defined terms under the Plan:

            (a)     "Code" means the Internal Revenue Code of 1986, as
                    amended from time to time. References to any provision
                    of the Code shall be deemed to include regulations
                    thereunder and successor provisions and regulations
                    thereto.

            (b)     "Exchange Act" means the Securities Exchange Act of
                    1934, as amended. References to any provision of the
                    Exchange Act shall be deemed to include rules thereunder
                    and successor provisions and rules thereto.

            (c)     "Fair Market Value" of a Share on a given date means the
                    last sales price or, if last sales information is generally
                    unavailable, the average of the closing bid and asked prices
                    per Share on such date (or, if there was no trading or
                    quotation in the stock on such date, on the next preceding
                    date on which there was trading or quotation) as reported in
                    The Wall Street Journal.

            (d)     "Option" means the right, granted to a director under
                    Section 6 to purchase a specified number of Shares at the
                    specified exercise price for a specified period of time
                    under the Plan. All Options will be non-qualified stock
                    options.

            (e)     "Participant" means a person who, as a non-employee director
                    or advisory director of the Company, has been granted an
                    Option which remain outstanding under the Plan.

            (f)     "Rule 16b-3" means Rule 16b-3, as from time to time in
                    effect and applicable to the Plan and Participants,
                    promulgated by the Securities and Exchange Commission under
                    Section 16 of the Exchange Act.

            (g)     "Share" means a share of common stock, $.001 par value, of
                    the Company and such other securities as may be substituted
                    for such Share or such other securities pursuant to Section
                    8.

         3. Shares Available under the Plan. Subject to adjustment as provided
in Section 7, the total number of Shares reserved and available for issuance
under the Plan is 400,000


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Shares. Such Shares may be authorized but unissued Shares, treasury Shares, or
Shares acquired in the market for the account of the Participant. For purposes
of the Plan, Shares that may be purchased upon exercise of an Option will not be
considered to be available after such Option has been granted, except for
purposes of issuance in connection with such Option, provided, however, that, if
an Option expires for any reason without having been exercised in full, the
Shares subject to the unexercised portion of such Option will again be available
for issuance under the Plan.

         4. Administration of The Plan. The Plan will be administered by the
Board of Directors of the Company; provided, however, that any action by the
Board relating to the Plan will be taken only if, in addition to any other
required vote, such action is approved by the affirmative vote of a majority of
the directors who are not then eligible to participate in the Plan.

         5. Eligibility. Each director or advisory director of the Company who,
on any date on which an Option is to be granted under Section 6 is not an
employee of the Company or any subsidiary of the Company will be eligible, at
such date, to be granted an Option under Section 6. No person other than those
specified in this Section 5 will be eligible to participate in the Plan.

         6. Options. Commencing on the date hereof, an option to purchase 5,000
Shares, subject to adjustment as provided in Section 7, will be automatically
granted at the effective date of initial election to the Board of Directors, to
each person so elected or appointed who is eligible under Section 5 at that
date. In addition, an Option to purchase 5,000 Shares, subject to adjustment as
provided in Section 7, will be automatically granted, at the close of business
of each annual organizational meeting of directors of the Company, to each
member of the Board of Directors or advisory director who is eligible under
Section 5 at the close of business of such annual organizational meeting. In
addition, a Director will automatically receive an Option to purchase 2,500
Shares for each committee of the Board of Directors on which a Director serves
at the time of initial appointment and at each annual organizational meting of
directors thereafter at which he is appointed to such committee. Notwithstanding
the foregoing, any person who was automatically granted an Option to purchase
5,000 Shares at the effective date of initial election to the Board of Directors
or appointment as an advisory director shall not be automatically granted an
Option to purchase 5,000 shares at the first annual organizational meeting of
directors following such initial election or appointment, but instead will
receive a pro rata portion of such Option based on the number of months that
have elapsed from the date of initial election or appointment and such
succeeding organizational meeting of directors. Similar adjustments shall be
made with respect to Options provided to committee members. The Board of
Directors shall have the right to make any adjustments in the number of Options
granted at the time of initial election or appointment in order to effectuate an
equitable allocation of Options.

            (a)     Exercise Price. The exercise price per Share purchasable
                    upon exercise of an Option will be equal to 100% of the Fair
                    Market Value of a Share on the date of grant of the Option.

            (b)     Option Expiration. A Participant's Option will expire at the
                    earlier of (i) 5 years after the date of grant or (ii) one
                    year after the date the Participant ceases to serve as a
                    director of the Company for any reason.

            (c)     Exercisability. Each Option may be exercised commencing two
                    (2) years following its grant (subject to any other
                    limitations set forth in the Option


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                    grant) or prior thereto in the event of (i) the sale or
                    transfer of 50% of the equity interest of the Company in a
                    single transaction; (ii) the sale of substantially all of
                    the Company's assets to a third party or (ii) a merger of
                    the Company with a third party in which the Company is not
                    the surviving entity or in which control of the Company is
                    acquired by such third party or its stockholders.

            (d)     Method of Exercise. A Participant may exercise an Option, in
                    whole or in part, at such time as it is exercisable and
                    prior to its expiration, by giving written notice of
                    exercise to the Secretary of the Company, specifying the
                    Option to be exercised and the number of Shares to be
                    purchased, and paying in full the exercise price in cash
                    (including by check) or by surrender of Shares already owned
                    by the Participant having a Fair Market Value at the time of
                    exercise equal to the exercise price or by a combination of
                    cash and Shares.

         7. Adjustment Provisions.

            (a)     Corporate Transactions And Events. In the event any dividend
                    or other distribution (whether in the form of cash, Shares
                    or other property), recapitalization, forward or reverse
                    split, reorganization, merger, consolidated, spin-off,
                    combination, repurchase, exchange of Shares or other
                    securities of the Company, extraordinary dividend (whether
                    in the form of cash, Shares or other property), liquidation,
                    dissolution, or other similar corporate transaction or event
                    affects the Shares such that an adjustment is appropriate in
                    order to prevent dilution or enlargement of each
                    Participant's rights under the Plan, then an adjustment
                    shall be made, in a manner that is proportionate to the
                    change to the Shares and otherwise equitable, in (i) the
                    number and kind of Shares remaining reserved and available
                    for issuance under Section 3, (ii) the number and kind of
                    Shares to be subject to each automatic grant of an Option
                    under Section 6, and (iii) the number and kind of Shares
                    issuable upon exercise of outstanding Options, and/or the
                    exercise price per Share thereof (provided that no
                    fractional Shares will be issued upon exercise of any
                    Option). In addition, the Board of Directors is authorized
                    to make such adjustments in recognition of unusual or
                    non-recurring events (including, without limitation, events
                    described in the preceding sentence) affecting the Company
                    or any subsidiary or the financial statements of the Company
                    or any subsidiary, or in response to changes in applicable
                    laws, regulations or accounting principles. The foregoing
                    notwithstanding, no adjustments may be made hereunder except
                    as will be necessary to maintain the proportionate interest
                    of the Participant under the Plan and to preserve, without
                    exceeding, the value of outstanding Options and potential
                    grants of Options.

            (b)     Insufficient Number of Shares. If at any date an
                    insufficient number of Shares are available under the Plan
                    for the automatic grant of Options, the Options will first
                    be automatically granted proportionately to each eligible
                    director, to the extent Shares are then available (provided
                    that no fractional


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                    Shares will be issued upon exercise of any Option) and
                    otherwise as provided under Section 6.

         8. Changes to The Plan. The Board of Directors may amend, alter,
suspend, discontinue or terminate the Plan or authority to grant Options under
the Plan without the consent of stockholders or Participants except that an
amendment or alteration will be subject to the approval of the Company's
stockholders at or before the next annual meeting of stockholders for which the
record date is after the date of such Board action if such approval is required
by any federal or state law or regulation or the rules of any stock exchange or
automated quotation system as then in effect, and the Board may otherwise
determine to submit other such amendments or alterations to stockholders for
approval; provided, however, that, without the consent of an affected
Participant, no such action may materially impair the rights of such Participant
with respect to any previously granted Option.

         9. General Provisions:

           (a)      Agreements. Options and any other right or obligation under
                    the Plan may be evidenced by agreements or other documents
                    executed by the Company and the Participant incorporating
                    the terms and conditions set forth in the Plan, together
                    with such other terms and conditions not inconsistent with
                    the Plan, as the Board of Directors may from time to time
                    approve.

           (b)      Compliance With Laws And Obligations. The Company will not
                    be obligated to issue or deliver Shares in connection with
                    any Option in a transaction subject to the registration
                    requirements of the Securities Act of 1933, as amended, or
                    any other federal or state securities law, any requirement
                    under any listing agreement between the Company and any
                    stock exchange or automated quotation system, or any other
                    law, regulation, or contractual obligation of the Company,
                    until the Company is satisfied that such laws, regulations,
                    and other obligations of the Company have been complied with
                    in full. Certificates representing Shares issued under the
                    Plan will be subject to such stop-transfer orders and other
                    restrictions as may be applicable under such laws,
                    regulations, and other obligations of the Company, including
                    any requirement that a legend or legends be placed thereon.

           (c)      Limitations on Transferability. Options and any other right
                    under the Plan will not be transferable by a Participant
                    except by will or the laws of descent and distribution or to
                    a Beneficiary in the event of the Participant's death, and,
                    if exercisable, shall be exercisable during the lifetime of
                    a Participant only by such Participant or his guardian or
                    legal representative. Notwithstanding the foregoing, the
                    Committee may, in its discretion, authorize all or a portion
                    of the Options, or other right under the Plan granted to a
                    Participant to be on terms which permit transfer by such
                    Participant to (i) the spouse, children or grandchildren of
                    such Participant ("Immediate Family Members"), (ii) a trust
                    or trusts for exclusive benefit of such Immediate Family
                    Members, or (iii) a partnership in which such Immediate
                    Family Members are the only partners, provided that (x)
                    there may be no consideration for any such transfer, (y) the
                    Option, or other right


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                    agreement pursuant to which such awards are granted must be
                    approved by the Board of Directors and must expressly
                    provide for transferability in a manner consistent with this
                    Section, and (z) subsequent transfers of transferred Options
                    are similarly limited. Following transfer, any such awards
                    shall continue to be subject to the same terms and
                    conditions as were applicable immediately prior to transfer,
                    provided that for purposes of the Plan, the term participant
                    shall be deemed to refer to the transferee. Options and any
                    other right under the Plan may not be pledged, mortgaged,
                    hypothecated or otherwise encumbered, and shall not be
                    subject to the claims of creditors.

           (d)      No Right to Continue as a Director. Nothing contained in the
                    Plan or any agreement hereunder will confer upon any
                    Participant any right to continue to serve as a director or
                    advisory director of the Company.

           (e)      No Stockholder Rights Conferred. Nothing contained in the
                    Plan or any agreement hereunder will confer upon any
                    Participant (or any person or entity claiming rights by or
                    through a Participant) any rights of a stockholder of the
                    Company unless and until Shares are in fact issued to such
                    Participant (or person) or, in the case an Option, such
                    Option is validly exercised in accordance with Section 6.

           (f)      Nonexclusivity of The Plan. Neither the adoption of the Plan
                    by the Board of Directors nor any submission to the
                    stockholders of the Company for approval shall be construed
                    as creating any limitations on the power of the Board to
                    adopt such other compensatory arrangements for directors as
                    it may be desirable.

           (g)      Governing Law. The validity, construction, and effect of the
                    Plan and any agreement hereunder will be determined in
                    accordance with the laws of the State of Delaware without
                    giving effect to principles of conflicts of laws and
                    applicable federal law.

           (h)      Board Approval, Effective Date And Plan Termination. The
                    Company's Non-Employee Directors' Stock Plan was adopted by
                    the Board on November 8, 2000. The Plan will be effective as
                    of the date of its adoption by the Board, and, unless
                    earlier terminated by action of the Board of Directors,
                    shall terminate at such time as no Shares remain available
                    for issuance under the Plan and the Company and Participants
                    have no further rights or obligations under the Plan.






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