EXHIBIT 10.21


                        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.


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                  (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 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

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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
                           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

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                           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 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

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                           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
                           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.


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                  (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 _______________________. 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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