EXHIBIT 10.9



                                 [PURADYN LOGO]

                                               ---------------------------------

                                               3020 High Ridge Road Suite 100
                                               Boynton Beach, Florida 33426-8710

                                               Telephone
                                               561 547 9499
                                               800 488 0577

                                               Fax
                                               561 547 4025

                                               Internet
                                               www.puradyn.com

                              EMPLOYMENT AGREEMENT

      This Employment  Agreement (the "Agreement") by and between Puradyn Filter
Technologies,   Inc.,   a  Delaware   corporation   ("PFTI")  and  Kevin  Kroger
("Employee"), is hereby entered into as of this day of July 3, 2000.

                                 /s/ [ILLEGIBLE]

                                    RECITALS

A.    As of the  date  of  this  Agreement,  PFTI is  engaged  primarily  in the
      business of providing Bypass Oil Filtration Systems.

B.    Employee  is employed  hereunder  by PFTI in a  confidential  relationship
      wherein  Employee,  in the course of Employee's  employment with PFTI, has
      and will continue to become  familiar with and aware of  information as to
      PFTI's  customers,  specific  manner  of  doing  business,  including  the
      processes, techniques and trade secrets utilized by PFTI, and future plans
      with respect  thereto,  all of which has been and will be established  and
      maintained at great expense to PFTI;  this  information  is a trade secret
      and constitutes the valuable goodwill of PFTI.

                                   AGREEMENTS

1.    EMPLOYMENT AND DUTIES.

            (a)   PFTI hereby employs  Employee as President and Chief Operating
                  Officer  ("COO")  of  PFTI.  As  such,   Employee  shall  have
                  responsibilities,  duties and authority reasonably accorded to
                  and  expected of a  President  and COO of PFTI and will report
                  directly  to the  Chief  Executive  Officer.  Employee  hereby
                  accepts this employment  upon the terms and conditions  herein
                  contained  and,  subject to paragraph  1(C) hereof,  agrees to
                  devote Employee's full business time, attention and efforts to
                  promote and further the business of PFTI.

            (b)   Employee shall  faithfully  adhere to, execute and fulfill all
                  policies established by the Board.

            (c)   Employee  shall  not,   during  the  term  of  his  employment
                  hereunder,  be engaged in any other business  activity pursued
                  for gain, profit or other pecuniary advantage if such activity
                  interferes   with  Employee's   duties  and   responsibilities
                  hereunder. The foregoing limitations shall not be construed as
                  prohibiting  Employee from making personal investments in such
                  form or manner as will neither require Employee's  services in
                  the  operation or affairs of the companies or  enterprises  in
                  which  such  investments  are made nor  violate  the  terms of
                  paragraph thereof.

                                                                 /s/ [ILLEGIBLE]

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2.    COMPENSATION

      For all services rendered by Employee,  PFTI shall compensate  Employee as
      follows:

      (a)   Base Salary.  The base salary  payable to Employee shall be $166,000
            per year,  payable  on a regular  basis in  accordance  with  PFTI's
            standard  payroll  procedures  but not less than  bi-monthly.  On at
            least an annual basis, the Board will review Employee's  performance
            and may make  increases  to such base salary if, in its  discretion,
            any such increase is warranted.  Such recommended increase would, in
            all likelihood,  require approval by the Board or a duly constituted
            committee  thereof.  In no event  shall  Employee's  base  salary be
            reduced.

      (b)   Bonus Plan.  Minimum  amount  payable as bonus and  schedule of such
            will be as follows:

                  Minimum amount Payable on December 31, 2000        $50,000
                  Minimum amount Payable on December 31, 2001        $80,000
                  Minimum amount Payable on December 31, 2002        $80,000

      (c)   Executive Perquisites,  Benefits,  and Other Compensation.  Employee
            shall be entitled to receive  additional  benefits and  compensation
            from PFTI in such form and to such extent as specified below:

                  (i)   Payment of all premiums for coverage for Employee  under
                        health and hospitalization.

                  (ii)  $600,000 Life Insurance Policy, a private  Disability as
                        well  as  Group   Policy  will  be  taken  out  to  give
                        approximately  $15,000/month  worth of  coverage  within
                        ninety (90) days.

                  (iii) Car  allowance of $1,000 per month.  All gas expenses to
                        be charged on corporate credit card.

                  (iv)  Reimbursement   for  all   business   travel  and  other
                        out-of-pocket  expenses  reasonably incurred by Employee
                        in the  performance of Employee's  services  pursuant to
                        this  Agreement.  All  reimbursable  expenses  shall  be
                        appropriately  documented  in  a  reasonable  detail  by
                        Employee   upon    submission   of   any   request   for
                        reimbursement,  and in a format  and  manner  consistent
                        with PFTI's expense reporting policy.

                  (v)   Employee shall be granted paid time off as follows: four
                        (4) vacation weeks at the completion of one full year of
                        employment,  five (5) vacation weeks upon  completion of
                        the second year.

                  (vi)  PFTI  shall  provide   Employee  with  other   executive
                        perquisites as may be available to or deemed appropriate
                        for Employee by the Board and participation in all other
                        PFTI-wide  employee  benefits as available  from time to
                        time.

                                                                 /s/ [ILLEGIBLE]

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3.    OPTIONS.

      PFTI will grant to Employee  300,000  qualified  stock  options as partial
payment for his services to PFTI.  These  options have been  granted,  effective
date of  employment  in  accordance  with PFTI's 1999 S-8 Stock Option Plan (see
attached) and are priced at the market  closing price on the date of employment.
Expiration date is ten (10) years from date of employment and such options shall
vest in  installments  of 25% on each of the  first,  second,  third and  fourth
anniversaries of the Effective Date.

4.    NON-COMPETITION

            (a)   Employee will not, during the period of Employee's  employment
                  with  PFTI,  and for a  period  of two (2)  years  immediately
                  following the termination of Employee's  employment under this
                  Agreement, for any reason whatsoever,  directly or indirectly,
                  for himself or on behalf of or in  conjunction  with any other
                  person, persons, company, partnership, corporation or business
                  of whatever nature:

                        (i)   Engage,  as  an  officer,  director,  shareholder,
                              owner, partner,  joint venturer or in a managerial
                              capacity,  whether  as  an  employee,  independent
                              contractor,  consultant  or  advisor or as a sales
                              representative,  in any oil filtration business in
                              direct  competition with PFTI or any subsidiary of
                              PFTI, within the United States or within 100 miles
                              of any other  geographic area in which PFTI or any
                              of PFTI subsidiaries conducts business,  including
                              any  territory  serviced  by  PFTI  or  any of its
                              subsidiaries (the "Territory".)

                        (ii)  Call upon any person who is, at that time,  within
                              the Territory,  an employee of PFTI (including the
                              subsidiaries thereof) in a managerial capacity for
                              the  purpose or with the intent of  enticing  such
                              employee  away  from or out of the  employ of PFTI
                              (including the subsidiaries thereof)

                        (iii) Call upon any  person or entity  which is, at that
                              time, or which has been, within one (1) year prior
                              to that time,  a customer of PFTI  (including  the
                              respective   subsidiaries   thereof)   within  the
                              Territory for the purpose of soliciting or selling
                              products or services  in direct  competition  with
                              PFTI  or  any   subsidiary   of  PFTI  within  the
                              Territory; or

                        (iv)  Call upon any prospective  acquisition  candidate,
                              on  Employee's  own  behalf  or on  behalf  of any
                              competitor,  which  candidate  was, to  Employee's
                              actual knowledge after due inquiry,  either called
                              upon   by   PFTI    (including    the   respective
                              subsidiaries  thereof)  of for which  PFTI made an
                              acquisition analysis, for the purpose of acquiring
                              such entity.

                  Notwithstanding the above, the foregoing covenant shall not be
                  deemed to prohibit  Employee  from  acquiring as an investment
                  not  more  than two  percent  (2%) of the  capital  stock of a
                  competing  business,  whose  stock  is  traded  on a  national
                  securities exchange or over-the-counter.

                                                                 /s/ [ILLEGIBLE]

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            (b)   Because of the difficulty of measuring economic losses to PFTI
                  as a result of a breach of the foregoing covenant, and because
                  of the immediate and  irreparable  damage that could be caused
                  to PFTI  for  which it would  have no other  adequate  remedy,
                  Employee agrees that the foregoing covenant may be enforced by
                  PFTI in the  event  of  breach  by  him,  by  injunctions  and
                  restraining orders.

            (c)   It is agreed by the parties  that the  foregoing  covenants in
                  this paragraph 4 impose a reasonable  restraint on Employee in
                  light of the activities and business of PFTI (including PFTI's
                  subsidiaries)  on the date of the execution of this  Agreement
                  and the current plans of PFTI (including PFTI's subsidiaries);
                  but it is also  the  intent  of PFT  and  Employee  that  such
                  covenants be construed  and  enforced in  accordance  with the
                  changing activities, business and locations of PFTI (including
                  PFTI's  subsidiaries)  throughout the term of this  Agreement,
                  whether  before  or  after  the  date  of  termination  of the
                  employment  of Employee.  For example,  if, during the term of
                  this Agreement,  PFTI (including PFTI's subsidiaries)  engages
                  in new and  different  activities,  enters a new  business  or
                  establishes  new  locations  for  its  current  activities  or
                  business  in  addition  to or  other  than the  activities  or
                  business  enumerated under the Recitals above or the locations
                  currently  established   therefore,   then  Employee  will  be
                  precluded  from  soliciting the customers or employees of such
                  new  activities or business or from such new location and from
                  directly  competing with such new business within 100 miles of
                  its then-established  operating  locations(s) through the term
                  of this Agreement.

      It is  further  agreed by the  parties  hereto  that,  in the  event  that
      Employee  shall  cease to be  employed  hereunder,  and shall enter into a
      business  or  pursue  other   activities  not  in  competition  with  PFTI
      (including PFTI's  subsidiaries),  or similar  activities,  or business in
      locations  the  operation  of which,  under such  circumstances,  does not
      violate  clause  (i) of  this  paragraph  4,  and in any  event  such  new
      business,  activities or location are not in violation of this paragraph 4
      or of Employee's obligations under this paragraph 4, if any Employee shall
      not be chargeable  with a violation of this paragraph 4 if PFTI (including
      PFTI's  subsidiaries)  shall  thereafter  enter  the  same,  similar  or a
      competitive (i) business,  (ii) course of activities or (iii) location, as
      applicable.

            (d)   The  covenants in the  paragraph 4 are severable and separate,
                  and the  unenforceability  of any specific  covenant shall not
                  affect the provisions of any other covenant.  Moreover, in the
                  event any court of competent jurisdiction shall determine that
                  the  scope,  time or  territorial  restrictions  set forth are
                  unreasonable,  then it is the  intention  of the parties  that
                  such  restrictions be enforced to the fullest extent which the
                  court deems reasonable, and the Agreement shall be reformed in
                  accordance therewith.

            (e)   All of the covenants in this paragraph 4 shall be construed as
                  an  agreement  independent  of any  other  provision  in  this
                  Agreement,  and the  existence of any claim or cause of action
                  of Employee against PFTI,  whether predicated on the Agreement
                  or   otherwise,   shall  not   constitute  a  defense  to  the
                  enforcement  by  PFTI of such  covenants.  It is  specifically
                  agreed that the period of two (2) years following  termination
                  of  employment  stated at the  beginning of this  paragraph 4,
                  during which the  agreements and covenants of Employee made in
                  this  paragraph  4 shall be  effective,  shall be  computed by
                  excluding from such computation any time during which Employee
                  is in violation of any provision of this paragraph 4.

                                                                 /s/ [ILLEGIBLE]

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5.    TERM; TERMINATION; RIGHTS ON TERMINATION

      The term of this Agreement shall begin on the date hereof and continue for
      three (3) years, and, unless  terminated sooner as herein provided,  shall
      continue  thereafter  on  a  year-to-ear  basis  on  the  same  terms  and
      conditions  contained herein in effect as of the time of renewal.  As used
      herein,  the work  "Term"  shall  mean (i) during  the  three-year  period
      referred to in the preceding  sentence,  such three-year  period, and (ii)
      during any one-year  renewal  pursuant to the terms hereof,  such one-year
      period. This Agreement and Employee's  employment may be terminated in any
      one of the following ways:

            (a)   Death. The death of Employee shall immediately  terminate this
                  Agreement  with no severance  compensation  due to  Employee's
                  estate.

            (b)   Disability.  If, as a result of incapacity  due to physical or
                  mental  illness  or  injury,   as  reasonably   determined  by
                  Employee's  physician,  Employee  shall have been  absent from
                  Employee's full-time duties hereunder for four (4) consecutive
                  months,  then thirty (30) days after receiving  written notice
                  (which  notice may occur  before or after the end of such four
                  (4) month  period,  but which shall not be  effective  earlier
                  than the last day of such  four (4)  month  period),  PFTI may
                  terminate Employee's employment hereunder provided Employee is
                  unable  to  resume   Employee's   full-  time  duties  at  the
                  conclusion of such notice period. Also, Employee may terminate
                  Employee's  employment  hereunder  if is or her health  should
                  become   impaired  to  an  extent  that  makes  the  continued
                  performance  of  Employee's  duties  hereunder   hazardous  to
                  Employee's  physical or mental  health or life,  provided that
                  Employee shall have  furnished  PFTI with a written  statement
                  from a qualified  doctor to such effect and provided,  further
                  that,  at PFTI's  request made within  thirty (30) days of the
                  date of such written  statement,  Employee  shall submit to an
                  examination  by a doctor  selected  by PFTI who is  reasonable
                  acceptable  to Employee or  Employee's  doctor and such doctor
                  shall have concurred in the  conclusion of Employee's  doctor.
                  In the event this Agreement is terminated by either party as a
                  result of Employee's  disability,  Employee shall receive from
                  PFTI,  in a lump-sum  payment  due within ten (10) days of the
                  effective  date of  termination,  the base  salary at the rate
                  then in effect for whatever time period is remaining under the
                  Term of this Agreement or for one (1) year,  whichever  amount
                  is greater.

            (c)   Good Cause.  PFTI may  terminate  the  Agreement ten (10) days
                  after  delivery of written  notice to Employee for good cause,
                  which  shall  be  (1)   Employee's   willful,   material   and
                  irreparable  breach of this  Agreement;  (2) Employee's  gross
                  negligence in the  performance or  intentional  nonperformance
                  continuing  for ten (10) days after receipt of written  notice
                  of need to  cure) of any of  Employee's  material  duties  and
                  responsibilities hereunder; (3) Employee's willful dishonesty,
                  fraud or misconduct with respect to the business or affairs of
                  PFTI which materially and adversely  affects the operations or
                  reputation  of PFTI;  (4)  Employee's  conviction  of a felony
                  crime;  or (5) chronic  alcohol abuse or illegal drug abuse by
                  Employee.  In the  event of  termination  for good  cause,  as
                  enumerated  above,   Employee  shall  have  no  right  to  any
                  severance compensation.

                                                                 /s/ [ILLEGIBLE]

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            (d)   Without  Cause.   At  any  time  after  the   commencement  of
                  employment,   Employee  may,  without  cause,  terminate  this
                  Agreement and  Employee's  employment,  effective  thirty (30)
                  days after  written  notice is provided to PFTI.  Employee may
                  only be  terminated  without  cause  by PFTI  during  the Term
                  hereof if such  termination is approved by at least two-thirds
                  of the members of the Board.  Should Employee's  employment be
                  terminated  by PFTI without  cause  during the Term,  Employee
                  shall  receive  from PFTI,  in a lump-sum  payment  due on the
                  effective  date of  termination,  the base  salary at the rate
                  then in effect for whatever time period is remaining under the
                  Term of the Agreement or for one (1) year, whichever amount is
                  greater, plus any accrued salary and declared but unpaid bonus
                  and reimbursement of expenses. Should Employee's employment be
                  terminated  by PFTI without  cause at any time after the Term,
                  Employee shall receive from PFTI, in a lump-sum payment due on
                  the effective date of  termination,  the base salary rate then
                  in  effect  equivalent  to one (1)  year of  salary,  plus any
                  accrued salary and declared but unpaid bonus and reimbursement
                  expenses. Further, any termination without cause by PFTI shall
                  operate to shorten the period set forth in paragraph  4(a) and
                  during  which the terms of  paragraph  4 apply to one (1) year
                  from  the  date of  termination  of  employment.  If  Employee
                  resigns or otherwise terminates  Employee's employment without
                  cause pursuant to this paragraph 5(d),  Employee shall receive
                  no severance compensation.

            (e)   Change  in  Control  of PFTI.  In the  event of a  "Change  in
                  Control of PFTI" (as defined below) during the Term,  refer to
                  paragraph 12 below.

      Upon termination of this Agreement for any reason provided above, Employee
      shall be entitled to receive all compensation  earned and all benefits and
      reimbursements  due through the effective date of termination.  Additional
      compensation subsequent to termination, if any, will be due and payable to
      Employee only to the extent and in the manner expressly  provided above or
      in  paragraph  12 hereof.  All other  rights and  obligations  of PFTI and
      Employee  under this  Agreement  shall cease as of the effective  dater of
      termination,  except that PFTI's obligations under paragraph 10 hereof and
      Employee's  obligations  under  paragraphs  4, 6, 7, 8 and 10 hereof shall
      survive such termination in accordance with their terms.

            If termination of Employee's employment arises out of PFTI's failure
      to pay  Employee  on a timely  basis the  amounts to which he is  entitled
      under this Agreement or as a result of any other  material  breach of this
      Agreement by PFTI  (including  but not limited to a material  reduction in
      Employee's  responsibilities  hereunder),  as  determined  by a  court  of
      competent  jurisdiction  or pursuant to the  provisions  of  paragraph  16
      below, such termination  shall be deemed a termination  without cause, and
      PFTI  shall  pay  to  Employee  severance  compensation  pursuant  to  the
      applicable  provisions  of  paragraph  5(d) and all amounts and damages to
      which  Employee  may be  entitled  as a result of such  breach,  including
      interest  thereon and all  reasonable  legal fees and  expenses  and other
      costs  incurred  by  Employee  to  enforce  Employee's  rights  hereunder,
      Further,  none of the  provisions of paragraph 4 hereof shall apply in the
      event this Agreement is terminated as a result of a breach by PFTI.

                                                                 /s/ [ILLEGIBLE]

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            In the event of any  termination  of Employee's  employment  for any
      reason provided above, Employee shall be under no obligation to seek other
      employment  and  there  shall be no  offset  against  any  amounts  due to
      Employee under this Agreement on account of any remuneration  attributable
      to any  subsequent  employment  that Employee may obtain.  Any amounts due
      under  this  paragraph  5 are in the  nature  of  severance  payments,  or
      liquidated damages, or both, and are not in the nature of a penalty.

6.    RETURN OF COMPANY PROPERTY

      All records,  designs,  patents,  business  plans,  financial  statements,
manuals,  memoranda,  lists and  other  property  delivered  to or  compiled  by
Employee by or on behalf of PFTI, or its  representatives,  vendors or customers
which  pertain to the business of PFTI shall be and remain the property of PFTI,
and be  subject  at all times to its  discretions  and  control.  Likewise,  all
correspondence,  reports,  records,  charts,  advertising  materials,  and other
similar data  pertaining  to the  business,  activities  or future plans of PFTI
which is  collected  by Employee  shall be  delivered  promptly to PFTI  without
request by it upon termination Employee's employment.

7.    INVENTIONS.

      Employee  shall  disclose   promptly  to  PFTI  any  and  all  significant
conceptions and ideas for  inventions,  improvements  and valuable  discoveries,
whether  patentable or not,  which are conceived or made by Employee,  solely or
jointly with another,  during the period of  employment,  and which are directly
related to the business or activities of PFTI and which Employee  conceives as a
result of Employee's  employment by PFTI.  Employee hereby assigns and agrees to
assign  all of  Employee's  interest  therein to PFTI of its  nominee.  Whenever
requested to do so by PFTI,  Employee  shall  execute any and all  applications,
assignments or other instruments that PFTI shall deem necessary to apply for and
obtain  Letters  Patent  of the  United  States  or any  foreign  country  or to
otherwise protect PFTI's interest therein.

8.    TRADE SECRETS.

      Employee  agrees that he will not,  other than as required by court order,
during or after the Term of this Agreement with PFTI,  disclose the confidential
terms of  PFTI's  or its  subsidiaries'  relationships  or  agreements  with its
significant  vendors or customers or any other  significant  and material  trade
secret of PFTI or it  subsidiaries,  whether in existence  or  proposed,  to any
person,  firm,  partnership,  corporation  or business for any reason or purpose
whatsoever.

9.    INDEMNIFICATION.

      In connection with any  threatened,  pending or completed  claim,  demand,
liability, action, suit or proceeding,  whether civil, criminal,  administrative
or investigative  (other than an action by PFTI against Employee),  by reason of
the fact that Employee is or was performing services (including an act, omission
or failure to act) under this Agreement, PFTI shall indemnify and hold harmless,
to the  maximum  extent  permitted  by law,  Employee  against  all  expenses  (
including attorneys' fees), judgments,  fines and amounts paid in settlement, as
actually and  reasonably  incurred by Employee in connection  therewith.  In the
event  that  both  Employee  and PFTI  are made a party to the same  third-party
action,  complaint,  suit or proceeding,  PFTI agrees to engage  competent legal
representation reasonably acceptable to Employee, and Employee agrees to use the
same  representation,  provided  that if counsel  selected  by PFTI shall have a
conflict of interest  that  prevents  such counsel from  representing  Employee,
Employee may engage separate counsel. Further, while Employee is expected at all
times to use Employee's best efforts to faithfully

                                                                 /s/ [ILLEGIBLE]

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discharge his or her duties under this Agreement, Employee cannot be held liable
to PFTI for  errors or  omissions  made in good  faith  where  Employee  has not
exhibited  gross,  willful  or wanton  negligence  or  misconduct  or  performed
criminal and fraudulent acts which materially  damage the business of PFTI. PFTI
shall pay, on behalf of Employee upon presentation of proper invoices, all fees,
costs and expenses  (including  attorneys' fees) incurred in connection with any
matter referenced in this paragraph 9.

10.   NO PRIOR AGREEMENTS.

      Employee hereby represents and warrants to PFTI that the execution of this
Agreement  by  Employee  and his  employment  by PFTI  and  the  performance  of
Employee's  duties  hereunder  will not violate or be a breach of any  agreement
with a former employer,  client or any other person or entity.  Further Employee
agrees to indemnify PFTI for any claim,  including but not limited to attorneys'
fees and  expenses  of  investigation,  by any such third  party that such third
party may now have or may  hereafter  come to have  against  PFTI  based upon or
arising out of any  noncompetition  agreement,  invention  or secrecy  agreement
between  Employee  and such third party which was in existence as of the date of
this Agreement.

11.   ASSIGNMENT; BINDING EFFECT

      Employee  understands  that he has been selected for employment by PFTI on
the  basis  of  Employee's  personal  qualifications,   experience  and  skills.
Employee,  therefore,  shall  not  assign  all  or  any  portion  of  Employee's
performance under this Agreement. Subject to the preceding two (2) sentences and
the express  provisions of paragraph 12 below,  this Agreement  shall be binding
upon, inure to the benefit of and be enforceable by the parties hereto and their
respective heirs, legal representatives, successors and assigns.

12.   CHANGE IN CONTROL.

            (a)   Unless employee elects to terminate this Agreement pursuant to
                  (c) below, Employee understands and acknowledges that PFTI may
                  be merged or consolidated with or into another entity and that
                  such  entity  shall  automatically  succeed  to the rights and
                  obligations of PFTI hereunder or that PFTI may undergo another
                  type of  Change  in  Control.  In the  event  such a merger or
                  consolidation or other Change in Control is initiated prior to
                  the end of the Term,  then the provisions of this paragraph 12
                  shall be applicable.

            (b)   In the event of a pending  Change in Control  wherein PFTI and
                  Employee  have not received  written  notice at least five (5)
                  business  days prior to the  anticipated  closing  date of the
                  transaction  giving  rise to the  Change in  Control  from the
                  successor to all or a substantial  portion of PFTI's  business
                  and/or assets that such successor is willing as of the closing
                  to assume and agree to perform PFTI's  obligations  under this
                  Agreement  in the same manner and to the same extent that PFTI
                  is hereby  required  to  perform,  then such Change in Control
                  shall be deemed to be a  termination  of the Agreement by PFTI
                  without cause during the Terms and the applicable  portions of
                  paragraph 5(d) will apply; however,  under such circumstances,
                  the amount of the lump-sum  severance  payment due to employee
                  shall be the amount  calculated  under the terms of  paragraph
                  5(d) and the  noncompetition  provisions  of paragraph 4 shall
                  not apply.

                                                                 /s/ [ILLEGIBLE]

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<PAGE>

            (c)   In any  Change in  Control  situation,  Employee  may elect to
                  terminate this  Agreement by providing  written notice to PFTI
                  at  least  five (5)  business  days  prior to the  anticipated
                  closing  of the  transaction  giving  rise  to the  Change  in
                  Control In such case, the  applicable  provisions of paragraph
                  5(d) will apply as though PFTI had  terminated  the  Agreement
                  without   cause   during   the  Term;   however,   under  such
                  circumstance, the amount of the lump-sum severance payment due
                  to Employee shall be the amount  calculated under the terms of
                  paragraph 5(d) and the noncompetition  provisions of paragraph
                  4 shall  all  apply  for a period  of two (2)  years  from the
                  effective date of termination.

            (d)   For  purposes  of  applying   paragraph  5  hereof  under  the
                  circumstances  describe  in (b) and (c) above,  the  effective
                  date  of   termination   will  be  the  closing  date  of  the
                  transaction  giving  rise to the  Change  in  Control  and all
                  compensation,   reimbursements   and  lump-sum   payments  due
                  Employee  must be paid  in  full by PFTI at or  prior  to such
                  closing.  Further,  Employee will be given sufficient time and
                  opportunity  to  elect  whether  to  exercise  all  or  any of
                  Employee's  vested  options to  purchase  PFTI  Common  Stock,
                  including  any  options  with  accelerated  vesting  under the
                  provisions  of  PFTI's  1999  Stock  Option  Plan,  such  that
                  Employee  may  convert  the  options to shares of PFTI  Common
                  Stock at or prior to the  closing  of the  transaction  giving
                  rise to the Change in Control,  if  Employee  so desires.

            (e)   Employee  must be notified in writing by PFTI at any time that
                  PFTI or any member of its Board  anticipates  that a Change in
                  Control may take place.

13.   COMPLETE AGREEMENT.

      The Agreement  supersedes any other agreements or understandings,  written
or oral,  between PFTI and Employee,  and Employee has no oral  representations,
understandings  or  agreements  with PFTI or any of its  officers,  directors or
representatives covering the same subject matter as this Agreement.

      This written Agreement is the final,  complete and exclusive statement and
expression  of the  agreement  between PFTI and Employee and of all the terms of
this  Agreement,  and it cannot  be  varied,  contradicted  or  supplemented  by
evidence of any prior  contemporaneous  oral or written agreement.  This written
Agreement may not be later modified except by a written  instrument  signed by a
duly authorized officer of PFTI and Employee,  and no term of this Agreement may
be waived except by a written instrument signed by the party waiving the benefit
of such term.

14.   NOTICE.

Whenever  any  notice  is  required  hereunder,  it shall  be  given in  writing
addressed as follows:

                  To PFTI:         Puradyn Filter Technologies, Inc.
                                   3020 High Ridge Road, Suite 100
                                   Boynton Beach, FL 33426

                  To Employee:     Kevin Kroger
                                   4305 Cherry Hill Drive, East
                                   Orchard Lake, MI 48323

                                                                 /s/ [ILLEGIBLE]

                                                                               9

<PAGE>

      Notice  shall be deemed  given  and  effective  three  (3) days  after the
deposit in the U.S.  mail of a writing  addressed  as above and sent first class
mail,  certified,  return receipt requested,  or when actually received.  Either
party may change the  address  for notice by  notifying  the other party of such
change in accordance with this paragraph 14.

15.   SEVERABILITY; HEADINGS.

      If any portion of this Agreement is held invalid or inoperative, the other
portions of this Agreement shall be deemed valid and operative and, so far as is
reasonable and possible,  effect shall be given to the intent  manifested by the
portion held  invalid or  inoperative.  The  paragraph  headings  herein are for
reference purposes only and are not intended in any way to describe,  interpret,
define or limit the extent or intent of the Agreement or of any part hereof.

16.   ARBITRATION.

      Any  unresolved  dispute or  controversy  arising  under or in  connection
within this Agreement  shall be settled  exclusively by  arbitration,  conducted
before a panel of three (3)  arbitrators  in the  community  where the corporate
headquarters  of PFTI is located on the Effective  Date, in accordance  with the
rules of the American  Arbitration  Association then in effect.  The arbitrators
shall not have the  authority to add to,  detract  from or modify any  provision
hereof nor to award punitive damages to any injured party. The arbitrators shall
have the authority to order back-pay, severance compensation, vesting of options
(or cash  compensation in lieu of vesting of options),  reimbursement  of costs,
including those incurred to enforce this Agreement,  and interest thereon in the
event the arbitrators  determine that Employee was terminated without disability
or good cause, as defined in paragraphs 5(b) and 5(c) hereof,  respectively,  or
that PFTI has  otherwise  materially  breached this  Agreement.  A decision by a
majority of the  arbitration  panel shall be final and binding.  Judgment may be
entered on the arbitrators' award in any court having  jurisdiction.  The direct
expense of any arbitration proceeding shall be borne by PFTI.

17.   GOVERNING LAW.

      This Agreement shall in all respects be construed according to the laws of
the State of Florida  without regard to the conflicts of laws principles of such
state.

18.   COUNTERPARTS.

This Agreement may be executed  simultaneously in two (2) or more  counterparts,
each of which  shall be  deemed  an  original  and all of which  together  shall
constitute but one and the same instrument.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day and year first above written.

Agreed to and Accepted By:

/s/ Richard C. Ford                           /s/ Kevin Kroger
---------------------------------             ---------------------
Richard C. Ford, CEO                          Kevin Kroger
Puradyn Filter Technologies, Inc.

                                                                              10

<PAGE>

----------------------------------------------------------------  [PURADYN LOGO]

                ADDENDUM TO EMPLOYMENT AGREEMENT OF JULY 3, 2000

This Addendum to the July 3, 2000,  Employment Agreement  ("Agreement")  between
Kevin G. Kroger ("Kroger") and Puradyn Filter  Technologies,  Inc.  ("PFTI),  is
made and entered into effective December 23, 2002 ("Effective Date").

RECITALS

A.    Kevin  Kroger  and  Puradyn  Filter  Technologies,  Inc.  entered  into an
      employment agreement on July 3, 2000. As part of the compensation promised
      to Kroger in that agreement, Kroger is entitled to the payment of a bonus,
      as  evidenced  by Section  #2(b).  At this time  Kroger is  entitled to an
      $80,000.00 bonus, payable on December 31, 2002.

B.    As a result of the  lackluster  performance  of the company  stock  price,
      Kroger,  in his  desire to show his  confidence  and  belief in the future
      performance  of PFTI,  and to conserve  PFTI cash  resources at this time,
      agrees to amend Section #2(b) of his employment contract.

AGREEMENT

1.    In lieu of and in  exchange  for the  $80,000.00  bonus  which  is due and
      payable on  December  31,  2002,  PFTI will grant and Kroger  will  accept
      100,000 qualified stock options (ISO) for the purchase of the common stock
      of PFTI,  which  stock is traded on the  American  Stock  Exchange.  These
      options are in accordance with PFTI's S-8 1999 Stock Option Plan.

2.    The price of these  qualified  stock  options will be priced at the market
      closing  price  of  PFTI  common  stock,  as seen  on the  American  Stock
      Exchange, on January 10, 2003, that being $1.70 per share.

3.    The grant of these 100,000 options will accrue on the following timetable:

                     1)    50,000 shares on January 10, 2003
                     2)    50,000 shares on January 10, 2004

4.    These  options  will  expire  within  ten (10)  years from the date of the
      granting of the same.

5.    All other terms and conditions of the July 3, 2000,  Employment  Agreement
      remain in full force and effect.

EMPLOYEE                            EMPLOYER
Kevin G. Kroger                     Puradyn Filter Technologies, Inc.
                                    a Delaware corporation

By: /s/ Kevin G. Kroger             By: /s/ Richard C. Ford
    ----------------------              ------------------------------------
         Kevin G. Kroger                      Richard C. Ford, CEO

    2017 High Ridge Road, Boynton Beach, Florida 33426, Telephone 866 PURADYN
                         561 547 9499, Fax 561 547 4025
--------------------------------------------------------------------------------
                                 www.puradyn.com