Exhibit 10.11

CONSULTING
AGREEMENT

This agreement is made as of
October 20, 2009, by and between Puradyn Filter Technologies, Inc (Company) and
Boxwood Assoc., Inc. (Consultant) for the purpose of engaging the services of
Consultant.

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| | 1. | Term. This Agreement is effective beginning
 November 1, 2009 (Term) and shall remain in effect until December 31, 2010,
 or until terminated by either party. Notice of termination may be served by
 providing thirty (30) days written notice to the other party, at the address
 stated in this contract.                                                                                                                                                                                                                                                                                                                      
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| | 2. | Services. During the Term, Consultant shall provide
 management services, including assisting in development of strategic
 alliances, positioning the companys products within the market, and guiding
 the Company to achieving its annual goals.                                                                                                                                                                                                                                                                                                                                                                                   
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| | 3. | Fees for
 Services.The
 Company shall pay Consultant a monthly fee of $2,000.00. Consultant shall
 submit an invoice monthly and the Company agrees to remit payment within
 thirty (30) days of receipt of such invoice.                                                                                                                                                                                                                                                                                                                                                                                                             
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| | 4. | Independent
 Contractor.Consultant
 acknowledges that it is an independent contractor in carrying out its duties
 under this Agreement and Consultant shall in no way be an agent or
 representative of the Company. Consultant shall be solely responsible for all
 taxes, withholdings, and any other statutory obligations pertaining to its
 employees and representatives.                                                                                                                                                                                                                                                       
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| | 5. | Limitation
 on Authority.Consultant
 has no authority to enter into any contract or incur any liability on behalf
 of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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| | 6. | Standard
 of Performance.In
 the performance of its duties hereunder, the Consultant shall, and shall
 cause its employees, contractors and representatives to, at all times perform
 in a professional, ethical and competent manner and exercise the same duty of
 care as it would exercise in the conduct of its own affairs in similar
 contexts.                                                                                                                                                                                                                                                                                
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| | 7. | Non-Disclosure
 of Confidential Information.Except as permitted or directed by the Company in writing, Consultant
 shall not during the Term of this Agreement or at anytime thereafter,
 divulge, furnish or make accessible to anyone or use in any way (other than
 in the ordinary course of providing Services under this Agreement) any
 Confidential Information (as defined herein) which Consultant has acquired or
 will acquire prior to or during the Term of this Agreement. The Consultant
 agrees and acknowledges that Confidential Information shall mean any and
 all information not in the public domain, in any

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| |    | form, emanating from or
 relating to the Company and its members, including, but not limited to, trade
 secrets, technical information, costs, designs, drawings, processes, systems,
 methods of operation and procedures, price lists, financial data, code books,
 invoices and other financial statements, computer programs, discs, printouts,
 plans, customer lists, telephone numbers, names, addresses, or any other
 written or unwritten information that is used in the business of the Company.
 The Consultant acknowledges that the Confidential Information constitutes a
 unique and valuable asset acquired at great time and expense, and that any
 disclosure or use of any Confidential Information, other than in rendering
 Services under this Agreement would cause great irreparable harm to the
 Company. In the event of a breach or threatened breach of this Section,
 Consultant agrees that monetary damages would be an inadequate remedy at law,
 and both preliminary and permanent equitable injunctive relief is necessary
 and shall be available to protect the rights of the Company.
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| | 8. | Miscellaneous.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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| |  |  | a. | Successors and Assigns. All of the terms and provisions of this
 Agreement shall be binding upon and shall inure to the benefit of and be
 enforceable by the parties hereto, their respective successors and assigns.
 Neither party shall assign all or any part of the Agreement without the other
 partys written consent.                                                                                                                                                                                           
| |  |  | b. | Entire Agreement. This Agreement constitutes the entire
 agreement among the parties hereto with respect to the subject matter of this
 Agreement, and all prior agreements, understandings, and restrictions,
 whether written or oral, between the parties are hereby superseded by and
 merged into this Agreement.                                                                                                                                                                                                    
| |  |  | c. | Governing Law. It is the intention of the parties that
 the laws of Florida, without regard to its principles of conflicts of laws,
 shall govern the validity of this Agreement, the construction of its terms
 and the interpretation of the rights and duties of the parties hereto.                                                                                                                                                                                                                                   
| |  |  | d. | Waiver and Amendment. No provision hereof may be waived unless
 in writing and signed by all parties hereto. A waiver of any one provision
 herein shall not be deemed to be a waiver of any other provision herein. The
 failure to take prompt action to terminate for, or seek the correction of, a
 breach of one party shall not be deemed or waiver by the other party of the
 right to enforce its rights hereunder. This Agreement may only be amended by
 a written agreement executed by all the parties hereto.
| |  |  | e. | Severability. If any provision of this Agreement is
 judicially determined to be invalid or unenforceable as written, then such
 provision shall, if possible, be modified and reformed to the degree
 necessary to render it valid and enforceable. Further, any such invalidity or
 unenforceability of any provision shall have no effect on the remainder of the
 Agreement which shall remain in full force and effect.                                                                                              
| |  |  | f. | Notices. All notices require or given herewith
 shall be addressed to the Company or Consultant at the designated addresses
 shown below by registered mail, special delivery, or by certified courier
 services.                                                                                                                                                                                                                                                                                                         

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| |                                                                                                            | Notice to Consultant:
 Boxwood Assoc., Inc.
 150 Via Bellaria
 Palm Beach, FL 33480                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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| |                                                                                                            | Notice to Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                            | Joseph Vittoria
 Puradyn Filter Technologies, Inc.
 2017 High Ridge Road
 Boynton Beach, FL 33426                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | g.                                                                                                         | Arbitration. Any controversy between the parties hereto
 involving the construction or application of any terms or conditions of this
 Agreement or any claim arising out of or relating to this Agreement will be
 submitted to and settled to and settled by final and binding arbitration in
 the State of Florida in accordance with the rules of the American Arbitration
 Association then in effect, and judgment upon the award rendered by the
 arbitrators may be entered in any court having jurisdiction thereof. The
 losing party shall be responsible for attorney fees and all costs.
| | h.                                                                                                         | Indemnification. Each party (the indemnifying party)
 agrees to indemnify, defend and hold harmless the other party and its
 officers, directors, employees, agents and representatives from and against
 any liability, claim, loss, damage, suit and expense (including reasonable
 attorneys fees) arising from any negligent, reckless or willful actions of
 negligence, recklessness or misconduct of, or any breach of this Agreement
 by, the indemnifying party and/or any of its officers, directors, employees,
 agents, representatives or independent contractors.                   
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| | IN
 WITNESS WHEREOF,
 the parties hereto have executed this Agreement as of the date first written
 above.

| |                                    |                    
| | ---------------------------------- | -------------------
| | By:                                | -s- DOM. A. TELESCO
| | Dom. A. Telesco                   
| | On behalf of                      
| | BOXWOOD
 ASSOC., INC.             
| |                                    |                    
| | By:                                | -s- Joseph Vittoria
| | Joseph Vittoria                   
| | On behalf of                      
| | PURADYN
 FILTER TECHNOLOGIES, INC.

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