T F PURIFINER INC (Form: 8-K/A, Received: 02/12/1998 13:47:45)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 26, 1998

PURADYN FILTER TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)

     DELAWARE                        0-29192                    14-1708544
(State or other jurisdiction       (Commission               (I.R.S. Employer
    of incorporation)               File Number)             Identification No.)

3020 High Ridge Road, Suite 100, Boynton Beach, Florida 33426
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (561) 547-9499

T/F Purifiner, Inc.
(Former name or former address, if changed since last report)

ITEM 5 - OTHER EVENTS

On January 26, 1998, the Company entered into a Note Exchange Agreement with Quantum Industrial Partners, LDC pursuant to which the Company issued its 12% Senior Subordinated Convertible Note in the principal amount of $2 million in exchange for the Company's Promissory Note in the original principal amount of $2 million issued pursuant to the Securities Purchase Agreement dated June 19, 1997 between the parties. The original Promissory Note did not provide for a stated rate of interest and was not convertible. The Exchange Note matures on January 1, 2003 and bears interest at the rate of 12% per annum payable in cash quarterly on April 1, July 1, October 1, and January 1 of each year commencing April 1, 1998. The Company has the right, however, at its option, on or prior to any interest payment date to accrue the interest payable and add it to the principal balance of the Exchange Note.

The Exchange Note is convertible on or prior to the close of business on January 1, 2003 into Common Stock of the Company at the rate of one share of Common Stock for each $2.75 principal amount of the Exchange Note. The Exchange Note is redeemable by the Company at any time, in whole or in part, at 100% of the principal amount thereof plus accrued and unpaid interest. The Exchange Note is also redeemable at the option of QIP, in whole or in part, at any time on or after the earlier of (i) January 1, 2001 and (ii) the date on which the Company raises cash proceeds aggregating at least $10 million from any transaction or series of transactions involving the sale of debt, equity or assets.

In addition, the Company entered into a separate Note Purchase Agreement dated as of January 26, 1998 with QIP pursuant to which the Company received additional funding of $500,000 from QIP and issued its 12% Senior Subordinated Convertible Note in that amount. The Note matures on January 1, 2003, bears interest at the rate of 12% per annum and is convertible and redeemable on substantially the same terms and conditions as provided in the Exchange Note. The parties also agreed that the Common Stock into which the Exchange Note and the Note are convertible would have the benefit of the Registration Rights Agreement initially entered into by the parties on June 19, 1997.

On February 4, 1998, the Company filed a Certificate of Amendment to the Certificate of Incorporation which changed the name of the Company from T/F Purifiner,Inc. to Puradyn Filter Technologies Incorporated.

ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(1) Certificate of Amendment dated February 4, 1998 to Certificate of Incorporation (Exhibit 3.1(a).

(2) Note Exchange Agreement dated as of January 26, 1998 (Exhibit 10.16).

(3) 12% Senior Subordinated Convertible Note in the principal amount of $2 million (Exhibit 10.17).

(4) Note Purchase Agreement dated as of January 26, 1998 (Exhibit 10.18).

(5) 12% Senior Subordinated Convertible Note in the principal amount of $500,000 (Exhibit 10.19).

(6) Amendment No. 1 to Registration Rights Agreement (Exhibit 4.1).

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PURADYN FILTER TECHNOLOGIES
CORPORATION

By: /s/Keith T.J. Hart
    -----------------------------
       Keith T.J. Hart, President

February 12, 1998.

PAGE 1
State of Delaware

Office of the Secretary of State

I EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "T/F PURIFINER, INC.", CHANGING ITS NAME FROM "T/F PURIFINER, INC." TO "PURADYN FILTER TECHNOLOGIES INCORPORATED", FILED IN THIS OFFICE ON THE FOURTH DAY OF FEBRUARY, A.D.
1998, AT 11 O'CLOCK A.M.

                                        /s/Edward J. Freel, Secretary of State



2153143 8100                                         AUTHENTICATION: 8902175

981044484                                                     DATE: 02-04098

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
T/F PURIFINER INC.

T/F Purifiner, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation have adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

RESOLVED, that the Certificate of Incorporation of T/F Purifiner, Inc. be amended by changing Article I thereof, so that, as amended, said Article I shall be and read as follows:

"ARTICLE I
NAME

The name of the Corporation is "Puradyn Filter Technologies Incorporated"

SECOND: That in lieu of a meeting and vote of stockholders, the holders of outstanding shares of Common Stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted have given their written consent to said amendment in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendments were duly adopted in accordance with the applicable provisions of Section 242 and Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by Keith T.J. Hart, its President, this 3rd day of February, 1998.

T/F PURIFINER, INC.

By: /s/ Keith T.J. Hart, President
    -------------------------------
        Keith T.J. Hart, President

NOTE EXCHANGE AGREEMENT

dated as of

January 26, 1998

among

QUANTUM INDUSTRIAL PARTNERS LDC

and

T/F PURIFINER, INC.

NOTE EXCHANGE AGREEMENT

AGREEMENT dated as of January 26, 1998 among Quantum Industrial Partners LDC, a Cayman Islands exempted limited liability duration company ("QIP") and T/F Purifiner, Inc., a Delaware corporation (the "Company").

W I T N E S S E T H

WHEREAS, pursuant to a certain Securities Purchase Agreement dated June 19, 1997 by and between QIP and the Company, QIP purchased from the Company, among other things, a promissory note in the original principal amount of $2,000,000 dated as of June 19, 1997, a copy of which is attached hereto as Exhibit A (the "Original Note");

WHEREAS, the Company desires to issue the Exchange Note (as hereinafter defined) in payment for the Original Note and has requested that QIP accept the exchange; and

WHEREAS, QIP is willing to exchange the Original Note for the Exchange Note on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. The following terms, as used herein, have the following meanings:

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

"Common Stock" means the Common Stock, par value $.001 per share, of the Company.

"Encumbrances" means all voting trusts, arrangements, stockholder agreements, proxies, liens, encumbrances, transfer restrictions, preemptive rights, security, interests or community property rights.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Note" shall have the meaning set forth in Section 2.1 hereof.

"Material Adverse Effect" means a material adverse effect on the assets, properties, business, prospects, operations or condition, financial or otherwise, of the Company.

"Person" means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"Registration Agreement" means the Registration Rights Agreement between the Company and QIP dated as of June 19, 1997, as amended by that amendment dated as of the date hereof (the "Amendment"), in the form attached hereto as Exhibit B.

"SEC" means the Securities and Exchange Commission.

"SEC Documents" means all documents required to have been filed by the Company with the SEC under Sections 13, 14(a) and 15(d) of the Exchange Act since its registration of its Common Stock under Section 12(g) of the Exchange Act.

"Securities Act" means the Securities Act of 1933, as amended.

ARTICLE II

PURCHASE AND SALE

2.1 Exchange of the Original Note. The Company hereby agrees to issue the Company's 12% Senior Subordinated Convertible Note in the aggregate principal amount of $2,000,000, in the form attached hereto as Exhibit C (the "Exchange Note"), in exchange for the Original Note, subject to the terms and conditions herein set forth, and QIP hereby agrees to exchange the Original Note for the Exchange Note, subject to the terms and conditions herein set forth.

2.2 Closing. The closing (the "Closing") of the issuance of the Exchange Note in exchange for the Original Note shall take place at the offices of Akin, Gump, Strauss, Hauer & Feld, L.LP., 590 Madison Avenue, New York, New York 10022 on the date hereof. All transactions at the Closing shall be deemed to take place simultaneously. At the Closing:

(a) QIP shall deliver to the Company the Original Note duly endorsed.

(b) The Company shall issue and deliver to QIP the Exchange Note duly registered in the name of QIP.

(c) The Company shall deliver to an account designated by Akin, Gump, Strauss, Hauer & Feld, L.L.P., the amounts owed it pursuant to Section 6.2.

Additionally, in connection with the closing of the transactions contemplated hereby, the Company and QIP shall enter into the Amendment and each shall make the closing deliveries required thereby pursuant to Article VI, Closing Deliveries.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to QIP that:

3.1 Corporate Existence and Power; Capitalization. The Company is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Delaware, and has all corporate powers required to carry on its business as now being conducted. The Company has no subsidiaries. The Company is authorized or duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities make such qualification necessary. The capitalization of the Company as of the date hereof is set forth on Schedule 3.1 hereto. The SEC Documents describe accurately all outstanding stock options, warrants and other rights to purchase any equity securities of the Company. Except as set forth on Schedule 3.1, there are no outstanding options, warrants, rights to subscribe to, or securities or rights convertible or exercisable into or exchangeable for any shares of capital stock of the Company or arrangements by which the Company is or may become bound to issue additional shares of its capital stock other than pursuant to the Exchange Note.

3.2 Corporate Authorization. The execution, delivery and performance by the Company of this Agreement, the Exchange Note and the Amendment and the consummation by the Company of the transactions contemplated hereby and thereby, are within the Company's corporate power and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement, the Exchange Note and the Amendment have each been duly and validly executed by the Company and constitute the valid and binding agreements of the Company, each enforceable against the Company in accordance with its terms.

3.3 Governmental and Court Authorization. The execution, delivery and performance by the Company of this Agreement, the Exchange Note and the Amendment require no consent, approval or authorization of, or filing, registration or qualification with, any governmental body, agency, official, court or other authority that has not been obtained or made.

3.4 Non-Contravention. The execution, delivery and performance by the Company of this Agreement, the Exchange Note and the Amendment do not and will not (A) contravene or conflict with the Company's certificate of incorporation or by-laws, or (B) (i) contravene or conflict with or constitute a violation of any provision of any federal or state law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, (ii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or to a loss of any benefit to which the Company is entitled under any provision of any agreement, contract, indenture, lease or other instrument binding upon the Company or any license, franchise, permit or other similar authorization held by the Company or (iii) result in the creation or imposition of any Encumbrances on the Exchange Note.

3.5 SEC Documents; Disclosure Documents. Each report or proxy statement delivered to QIP is a true and complete copy of such document as filed by the Company with the SEC. The Company has delivered to QIP all SEC Documents filed with the SEC since January 1, 1994. The Company has filed in a timely manner all documents that the Company was required to file with the SEC under Sections 13, 14(a) and 15(d) of the Exchange Act since its registration of its Common Stock under Section 12(g) of the Exchange Act. As of their respective filing dates, all SEC Documents filed by the Company with the SEC complied in all material respects with the Exchange Act or the Securities Act, as applicable. None of the SEC Documents as of their respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the financial position of the Company at the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, recurring adjustments).

3.6 Due Authorization and Validity of the Exchange Note. The Exchange Note has been duly authorized and when delivered against payment therefor as contemplated hereby will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or similar rights. The Common Stock issuable upon conversion of the Exchange Note has been reserved for issuance and, when issued upon conversion of the Exchange Note, will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or similar rights.

3.7 Absence of Certain Changes. Except for liquidity issues which have been fully disclosed by the Company to QIP, in connection with QIP's representation on the Board of Directors of the Company or otherwise, since September 30, 1997, there has been no Material Adverse Effect.

3.8 Litigation. Except as set forth in the SEC Documents or as set forth in Schedule 3.8, there is no action, suit, investigation or proceeding pending against, or to the knowledge of the Company threatened against or affecting, the Company or any of their respective properties before any court or arbitrator or any governmental body, agency, official or authority which (i) could reasonably be expected to have a Material Adverse Effect or (ii) in any manner would enjoin, alter, call into question, affect or delay the transactions contemplated by this Agreement.

3.9 FIRPTA. The Company is not a "United States real property holding corporation" within the meaning of Section 896(c)(2) of the Internal Revenue Code of 1986, as amended.

3.10 No Undisclosed Liabilities. The Company has no liabilities or obligations not disclosed in the SEC Documents and those incurred in the ordinary course of the Company's business since September 30, 1997.

3.11 No Brokers. The Company has taken no action which would give rise to any claim by any Person for brokerage commissions, finders' fees or similar payments by QIP relating to this Agreement or the transactions contemplated thereby.

3.12 Disclosure. No representation, warranty or statement made by the Company in this Agreement, the Registration Agreement or any agreement, certificate, statement or document furnished by or on behalf of the Company in connection herewith or therewith contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, misleading.

3.13 Transactions with Affiliates. Except as set forth in the SEC Documents or as set forth in Schedule 3.13, there are no business relationships or related party transactions that would be required to be disclosed therein by Item 404 of Regulation S-K of the SEC that are not so disclosed.

3.14 Intellectual Property. Except as disclosed in the SEC Documents or Schedule 3.14 hereto:

(a) the Company owns, possesses, controls or is licensed under, such patents (or applications therefor), trademarks and service marks (and registrations thereof), copyrights (and registrations thereof), utility models, inventions, know-how, trade secrets, and other intellectual property (all of aforesaid referred to as "Necessary Intellectual Property Rights") as are necessary for the operation of the business now conducted or operated by the Company, including but not limited to the property listed on Schedule 3.14;

(b) to the knowledge of Company all Necessary Intellectual Property Rights are valid and subsisting and the Company is unaware of any fact which, individually or in the aggregate, would materially detrimentally affect the validity, ownership or enforceability of the Necessary Intellectual Property Rights;

(c) the Company is not aware of, or has not received notice of, any asserted right with respect to any of the Necessary Intellectual Property Rights which, if determined unfavorably with respect to the interests of the Company would have a Material Adverse Effect;

(d) the Company is unaware of any patent, trademark, copyright or other intellectual property license to which the Company is a party as licensor or licensee, which has been revoked, terminated or canceled, or which is likely or subject to being revoked, terminated or canceled, where the revocation, cancellation or termination would have a Material Adverse Effect; and

(e) the Company has not been notified or advised, has not been the recipient of a claim, or is otherwise not aware, that any activity of the Company infringes or violates the patent, trademark, copyright or other intellectual property right of any third party.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF QIP

QIP hereby represents and warrants, to the Company as of the date hereof that:

4.1 Organization; Existence. QIP is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and QIP has all necessary corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now being conducted.

4.2 Corporate Authorization. The execution, delivery and performance by QIP of this Agreement and the Amendment and the consummation by QIP of the transactions contemplated hereby and thereby are within QIP's corporate powers and have been duly authorized by all necessary corporate or other action on the part of QIP.

4.3 Governmental and Court Authorization. The execution, delivery and performance by QIP of this Agreement and the Amendment require no consent, approval or authorization of, or filing, registration or qualification with, any governmental body, agency, official, court or authority that has not been obtained or made.

4.4 Non-Contravention. The execution, delivery and performance by QIP of this Agreement and the Amendment do not and will not (A) contravene or conflict with the certificate of incorporation or bylaws of it or (B) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to it.

4.5 Purchase for Investment; Legends.

(a) The Exchange Note is being acquired for its own account, and not with a view to public distribution in violation of the Securities Act. Notwithstanding the foregoing, QIP shall have the right at all times to sell or otherwise dispose of all or any part of the Exchange Note or the Common Stock issuable upon conversion of the Exchange Note pursuant to a registration, or exemption therefrom, under the Securities Act. It is an "accredited investor" as defined in Rule 501 under the Securities Act.

(b) Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Exchange Note (and all Common Stock issued in exchange therefor or substitution thereof) shall bear the following legend:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, ASSIGNED, OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER.

ARTICLE V

COVENANTS

5.1 Registration. If and to the extent required by the Registration Agreement, the Company agrees that it will register the Common Stock issuable upon conversion of the Exchange Note for sale under federal and state securities laws in accordance with the Registration Agreement.

5.2 Transactions with Affiliates. So long as the Exchange Note is outstanding, without QIP's written consent, the Company shall not conduct any business or enter into any transaction or series of similar transactions with any Affiliate of the Company or any legal or beneficial owner of 5% or more of any class of capital stock of the Company with an affiliate of such owner unless the terms of such business, transaction or series of transactions are set forth in writing and as favorable to the Company as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm's length dealings with an unrelated third person. For purposes of this Section 5.2, the Buyer shall not be deemed to be an Affiliate. Notwithstanding the foregoing, so long as the Exchange Note is outstanding, the Company shall not make, or cause any other party to make, any loans to any shareholders of the Company. The Company further agrees that it will not enter into any transaction with any Affiliate or legal or beneficial owner of 5% or more of any class of capital stock of the Company or an Affiliate or family member of such person unless the terms of such transaction have been presented to and approved by the Board of Directors of the Company.

5.3 Restricted Payments. So long as the Exchange Note is outstanding, the Company will not, without the prior written consent of QIP, (i) declare or pay any dividend or make any other payment or distribution on account of any capital stock of the Company, (ii) purchase redeem or otherwise acquire or retire for value any capital stock of the Company or (iii) except for indebtedness set forth on Schedule 5.3 that the Company is already committed to retiring, purchase, redeem, defease or otherwise acquire or retire for value any indebtedness that is subordinate or pari passu to the Note (each a "Restricted Payment").

ARTICLE VI

CLOSING DELIVERIES

Simultaneously with the execution and delivery of this Agreement, the following deliveries shall be made:

6.1 Amendment to Registration Rights Agreement. QIP and the Company shall enter into the Amendment.

6.2 Reimbursement. The Company shall have reimbursed QIP for its out-of-pocket costs and expenses incurred in connection with the closing of the transactions contemplated by this Agreement and the Amendment.

6.3 Officer's Certificate. The Company shall deliver a certificate from its Secretary attesting to the authenticity of the following documents: (i) the certificate of incorporation of the Company; (ii) the by-laws of the Company; and (iii) the resolutions of the Company authorizing the issuance of the Exchange Note and the exchange of the Original Note therefore and the reservation of shares of Common Stock issuable upon conversion of the Exchange Note.

6.4 Opinion. The Company shall cause Atlas, Pearlman, Trop & Borkson, P.A., to deliver to QIP an opinion in the form attached hereto as Exhibit C.

ARTICLE VII

SURVIVAL; INDEMNIFICATION

7.1 Survival. The covenants, agreements, representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing.

7.2 Indemnification. The Company shall indemnify and hold harmless QIP (and its directors, officers, employees, Affiliates and permitted assigns) from and against all losses, liabilities, charges, damages, deficiencies, costs and expenses (including interest, penalties and attorney's fees and disbursements) (collectively, "Loss"), sustained or incurred by QIP based upon or arising out of (i) any inaccuracy or defect or breach of any representation or warranty by the Company in this Agreement or (ii) any failure by the Company to perform or observe any term or covenant of this Agreement or the Registration Agreement required to be performed by it, and will reimburse QIP for any reasonable legal or other expenses incurred by it in connection with the investigating or defending of any Loss.

ARTICLE VIII

MISCELLANEOUS

8.1 Notices. All notices, requests and other communications to any part hereunder shall be in writing (including telecopy or similar writing) and shall be effective upon receipt and shall be given, if to QIP, to:

Quantum Industrial Partners LDC c/o Curacao Corporation Company, N.V.

Kaya Flamboyan
Willemstad, Curacao
Netherlands, Antilles

Fax: 599-9-322-001

with a copy to:

Soros Fund Management 888 Seventh Avenue New York, New York 10106 Attention: Michael Neus Fax: (212) 664-0544

and

Akin, Gump, Strauss, Hauer & Feld, L.L.P.

590 Madison Avenue
New York, New York 10022
Attention: Edward D. Sopher
Fax: (212) 872-1002

If the Company to:

T/F Purifiner, Inc.
3036 High Ridge Road
Suite 100
Boyton Beach, Florida 33426
Attention: Keith T.J. Hart
Fax: (561) 547-4025

with a copy to:

Atlas, Pearlman, Trop & Borkson, P.A.
New River Center - Suite 1900
200 East Los Olas Boulevard
Fort Lauderdale, Florida 33301
Attention: Jim Schneider
Fax: (954) 523-1952

or to such other address or Person as any of the parties may designate by written notice hereunder.

8.2 Amendments: No Waivers.

(a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by QIP and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b) No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law;

8.3 Expenses. All reasonable costs and expenses incurred by QIP in connection with this Agreement and the Amendment shall be paid by the Company.

8.4 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto.

8.5 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

8.6 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto.

8.7 Entire Agreement. This Agreement, the Exchange Note and the Amendment constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Agreement.

8.8 Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought against either of the parties in the courts of the State of New York in New York City, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the State of New York.

8.9 Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the day and year first above written.

QUANTUM INDUSTRIAL PARTNERS LDC

By:_________________________
Name:
Title:

T/F PURIFINER, INC.

By:_________________________
Name:
Title:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED OR DISPOSED EXCEPT IN COMPLIANCE WITH SUCH ACT AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER.

US $2,000,000 New York, New York January 26, 1998

T/F PURIFINER, INC.

12% SENIOR SUBORDINATED CONVERTIBLE NOTE DUE 2003

T/F Purifiner, Inc., a Delaware corporation (the "Issuer"), for value received hereby promises to pay to Quantum Industrial Partners LDC or registered assigns (the "Holder") the principal amount of TWO MILLION DOLLARS ($2,000,000) plus any accrued and unpaid interest at such place or such bank account in the United States of America as the Holder may from time to time direct on January 1, 2003 in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

This Security is issued pursuant to a Note Exchange Agreement dated as of January 26, 1998 by and between the Issuer and the Holder (the "Exchange Agreement"). This Security is transferable and assignable at any time, in whole or in part, to one or more purchasers or other persons. The Issuer agrees to issue from time to time replacement Securities in the form hereof to facilitate such transfers and assignments. In addition, after delivery of an indemnity in form and substance satisfactory to the Issuer, the Issuer also agrees to issue replacement Securities for the Security which have been lost, stolen, mutilated or destroyed.

The Issuer shall keep at its principal office a register (the "Register") in which shall be entered the names and addresses of the registered holder(s) of the Security and particulars of all transfers of the Security. The ownership of the Security shall be proven by the Register. For the purpose of paying interest and principal on the Security, the Issuer shall be entitled to rely on the name(s) and address(es) in the Register and notwithstanding anything to the contrary contained in this Security, no Event of Default (as defined below) shall occur under Section 6 if payment of principal is made in accordance with the names and addresses and particulars contained in the Register.

No provision of this Security shall alter or impair the obligations of the Issuer, which are absolute and unconditional, to pay the principal of and interest on this Security at the place, times, rate, and in the currency, herein prescribed.

1. Principal and Interest

The principal of this Security shall bear interest at the rate of 12% per annum (the "Interest Rate") which shall accrue from the most recent Interest Payment Date to which interest has been paid on this Security, or if no interest has been paid on this Security from December 19, 1997 until payment in full of the principal amount has been made and be payable in cash quarterly on April 1, July 1, October 1 and January 1 of each year (an "Interest Payment Date"), commencing on April 1, 1998, to the Holder hereof until the principal amount is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment will be paid to the Holder of the Security at the close of business on the Record Date for the interest payable on such Interest Payment Date. The "Record Date" for any interest payment is the close of business on March 15, June 15, September 15 or December 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such Interest is payable; provided, however, that at the option of the Company, on any Interest Payment Date, interest may, in lieu of being paid in cash, accrue and be added to the principal balance of this Security. "Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized by law to close.

Any amounts that have become due and payable hereunder and remain unpaid by the Issuer shall accrue interest thereafter until payment in full of such amount at the rate of fifteen percent (15%) (the "Default Rate") per annum and shall be payable upon demand by the Holder.

Interest, whether at the Interest Rate or the Default Rate, will be computed on the basis of a fraction, the denominator of which is 360 and the numerator of which is the actual number of days elapsed from the date such interest becomes due and payable.

Each of the Interest Rate and the Default Rate shall be effective both before and after any judgment may be rendered in a court of competent jurisdiction, provided, however, that if either the Interest Rate or Default Rate is deemed to be in excess of the amount permitted to be charged by the Issuer under applicable laws, the Holder shall be entitled to collect an Interest Rate or Default Rate, as the case may be, only at the highest rate permitted by law, and any interest collected by the Holder in excess of such lawful amount shall be deemed a payment in reduction of the Principal Amount then outstanding under this Security and shall be so applied.

2. Subordination

The payment obligations evidenced by this Security shall be subordinate to any indebtedness of the Issuer for cash advanced by any bank or other financial institution ("Bank Debt") but shall rank senior to all other indebtedness of the Issuer. The Issuer shall not issue, directly or indirectly, any indebtedness which is senior to the indebtedness evidenced by this Security unless such indebtedness is Bank Debt.

3. Redemption

A. Optional Redemption. This Security will be redeemable at the option of the Issuer at any time, in whole or in part, upon not less than thirty (30) nor more than sixty (60) days' notice, at 100% principal amount thereof, plus accrued and unpaid interest.

At least thirty (30) days but not more than sixty (60) days before a redemption date, the Issuer shall send a notice of redemption, first-class mail, postage prepaid, facsimile with answer back and courier to follow to the Holder(s) of this Security to be redeemed at the address(es) of the Holder as they appear in the Register.

If this Security is redeemed subsequent to a Record Date with respect to any Interest Payment Date specified above and on or prior to such Interest Payment Date, then any accrued interest will be paid on such Interest Payment Date to the Holder of the Security on such Record Date.

B. Mandatory Redemption. The Security will be redeemable at the option of the Holder(s) in whole or in part at any time on or after the earlier of (i) January 1, 2001 and (ii) the date on which the Issuer raises cash proceeds aggregating at least $10 million from any transaction or series of transactions involving the sale of debt, equity or assets (a "Put Date") upon not less than five (5) business days written notice to the Issuer at 100% principal amount thereof, plus accrued and unpaid interest. The Issuer covenants and agrees that it will immediately (but in any event within one (1) Business Day) advise the Holder of the occurrence of any Put Date described in clause
(ii) above.

4. Affirmative Covenants of Issuer

A. Visits and Inspections. The Issuer will permit the Holder, upon reasonable notice, to (i) visit and inspect the properties of the Issuer during business hours, (ii) inspect and make extracts from and copies of its books and records, and (iii) discuss with and obtain information from its principal officers, its business, assets, liabilities, financial position, results of operations and business prospects. The Issuer will also permit the Holder to discuss with its respective auditors its businesses, assets, liabilities, financial positions, results of operations and business prospects.

B. Reporting. The IssuerCD will make available or cause to be made available to each Holder as soon as practicable (except to the extent such Holder specifically requests otherwise):

(i) all annual, quarterly and periodic reports prescribed by Sections 13, 14 and 15(d) of the Exchange Act (whether or not the Issuer is subject to such requirements);

(ii) all reports furnished to the Issuer's board members and securityholders;

(iii) any reports (including management reports) submitted to the Issuer by the Issuer's independent public accountants

(iv) a copy of the annual budget for the Issuer (in no event later than 60 days after the commencement of each fiscal year) and any material amendment thereto;

(v) notice of the commencement of and progress of any material proceedings or investigations by or before any governmental body, court or arbitrator against, or to the extent known to the Issuer, in any other way relating adversely to the Issuer;

(vi) notice of any material adverse change with respect to the business, financial position, results of operations or prospects of the Issuer;

(vii) notice and details of any default or the occurrence or non-occurrence of any event which constitutes, or which with the passage of time or giving of notice or both would constitute a default by the Issuer under any material agreement other than this Agreement to which the Issuer is party or by which any of its properties may be bound;

(viii) such other information or reports relating to the Issuer as the Holder may reasonably request.

C. Reservation and Issuance of Common Stock. The Issuer covenants that it will at all times reserve and keep available out of its authorized shares of Common Stock par value $.001 per share (the "Common Stock"), free from preemptive rights, solely for the purpose of issue upon conversion of the Securities as herein provided, such number of shares of the as shall then be issuable upon the conversion of all outstanding shares of the Securities into Common Stock. The Issuer covenants that all shares of Common Stock which shall be so issuable shall, when issued, be duly and validly issued and fully paid and non-assessable.

D Compliance With Governmental Requirements. The Issuer covenants that if any shares of Common Stock required to be reserved for purposes of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State law, or any national securities exchange, before such shares may be issued upon conversion, the Issuer will use its best efforts to cause such shares to be duly registered or approved, as the case may be.

E. Notification of Certain Matters. The Issuer shall notify the Holders promptly (and in any event no later than 10 days prior to any applicable record date) of any proposal for the authorization or issuance of rights or other distributions to

securityholders, any subdivision, combination or reclassification affecting the capital stock, any merger or consolidation affecting the Issuer, the voluntary or involuntary dissolution, liquidation or winding-up of the Issuer or any sale or transfer of any significant portion of the Issuer's assets.

5. Negative Covenants

A. Restricted Payments. Without the written consent of a majority of holders of an aggregate principal amount of the Securities outstanding (the "Majority Holders"), the Issuer will not make to any Person (i) any dividend or other payment or distribution on any capital stock of the Issuer; (ii) any payment on account of the purchase, redemption, retirement or other acquisition of any shares of the Issuer's capital stock any option, warrant or other right to acquire shares of the Issuer's capital stock, or (iii) any defeasance, redemption, repurchase or other acquisition or retirement for value prior to scheduled maturity of any indebtedness ranked pari passu or subordinate in right of payment to the Securities and having a maturity date subsequent to the maturity of the Securities. "Person" means an individual, corporation, limited liability company, partnership, association, trust or other entity or organizations, including a government or political subdivision or an agency or instrumentality thereof.

B. Transactions with Affiliates. Without the written consent of the Majority Holders, the Issuer shall not conduct any business or enter into any transactions or series of similar transactions with an Affiliate of the Issuer or any legal or beneficial owner of 5% or more of any class of capital stock of the Issuer with an Affiliate of such owner unless the terms of such business transaction or series of transactions are set forth in writing and as favorable to the Issuer as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm's length dealings with an unrelated third person. For purposes of this paragraph B, Quantum Industrial Partners LDC shall not be deemed to be and Affiliate. Notwithstanding the foregoing, the Issuer shall not make, or cause any other party to make, any loans to any shareholders of the Company. The Company further agrees that it will not enter into any transaction with any Affiliate or any legal or beneficial owner of 5% or more of any class of capital stock of the Company or an Affiliate or family member of such person unless the terms of such transaction have been presented to and approved by the Board of Directors of the Issuer. "Affiliate" of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, "control" when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

C. Amendment to Certain Documents. The Issuer shall not enter into any amendment of, or agree to or accept or consent to any waiver of any of the material

provisions of its certificate of incorporation (including any certificate of designation) or By-laws.

6. Default

The occurrence of any of the following events or conditions shall constitute an event of default (each an "Event of Default") with respect to the Issuer of this Security:

(a) Any amounts due under this Security are not paid on the day after the due date therefore.

(b) The Issuer or any subsidiary of the Issuer (i) shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or Issuer shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Issuer any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of ninety
(90) days.

(c) The Issuer shall fail to perform any agreement or covenant on its part contained herein or in the Exchange Agreement.

(d) Any default by the Issuer or any subsidiary with respect to any indebtedness (whether existing or hereinafter created) which would permit the holder thereof to declare such indebtedness to be due and payable prior to its stated maturity.

Upon the occurrence and during the continuance of an Event of Default, the Holder will have the option, upon notice to the Issuer, of declaring the principal amount hereunder together with unpaid accrued interest thereon to be immediately due and payable.

The Issuer agrees to pay on demand all of the Holder's costs and expenses, including without limitation reasonable attorneys' fees, in connection with the collection of any sums due the Holder, the enforcement or protection of its rights hereunder, any amendment to this Security or any waiver hereunder or under the Exchange Agreement.

any future default or of any acceptance of a past due installment, or indulgence granted from time to time shall be construed to be a waiver of the right to insist upon prompt payment thereafter or to impose late charges retroactively or prospectively, or shall be deemed to be a novation of this Security or as a reinstatement of the debt evidenced hereby or as a waiver of such right or acceleration or any other right, or be construed so as to preclude the exercise of any right which the Holder may have, whether by the laws of the State of New York, by agreement or otherwise; and the Issuer hereby expressly waives the benefit of any statute or rule of law or equity which would produce a result contrary to or in conflict with the foregoing.

7. Conversion

Subject to and upon compliance with the provisions of this Section, the principal amount of this Security, or any portion thereof may, at any time and at or before the close of business on January 1, 2003, or thereafter if any Event of Default shall occur and be continuing, be converted into duly authorized, validly issued, fully-paid and nonassessable shares of Common Stock at $2.75 per share (the "Conversion Price"), or, in case an adjustment in the Conversion Price and the securities or other property issuable upon conversion has taken place pursuant to Section 8 hereof, then at the applicable Conversion Price and in such securities or other property as so adjusted, upon surrender of the Security or Securities, the principal amount of which is so to be converted, to the Issuer at any time during usual business hours at the Issuer's offices, accompanied by a written notice of election to convert as provided in the form attached hereto and, if so required by the Issuer, by a written instrument or instruments of transfer in form satisfactory to the Issuer duly executed by the registered holder or his attorney duly authorized in writing.

No payment or adjustment will be made for dividends on any Common Stock except as provided in Section 8 hereof. On conversion of a Security, that portion of any interest accrued and unpaid interest attributable to the period from December 19, 1997 to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock, in exchange for the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted.

As promptly as practicable after the surrender, as herein provided, of any Security or securities for conversion, the Issuer shall deliver or cause to be delivered at its said office or agency to or upon the written order of the holder of the Security or securities so surrendered a certificate or certificates representing the number of duly authorized, validly issued, fully-paid and nonassessable shares of Common Stock, into which such Security or Securities may be converted in accordance with the provisions of Section 7. Prior to delivery of such certificate or certificates, the Issuer shall require a written notice at its said office or agency from the Holder of the Security or securities so

surrendered stating that the holder irrevocably elects to convert such Security or Securities, or, if less than the entire principal amount thereof is to be converted, stating the portion thereof to be converted. Such notice shall also state the name or names (with address and social security or other taxpayer identification number) in which said certificate or certificates are to be issued. Such conversion shall be deemed to have been made at the time that such Security or Securities shall have been surrendered for conversion and such notice shall have been received by the Issuer, the rights of the holder of such Security or Securities as a Securityholder shall cease at such time, the person or persons entitled to receive the shares of Common Stock, upon conversion of such Security or Securities shall be treated for all purposes as having become the record holder or holders of such shares of Common Stock at such time and such conversion shall be at the Conversion Price in effect at such time. In the case of any Security which is converted in part only, upon such conversion, the Issuer shall execute and deliver to the holder thereof, as requested by such holder, a new Security or securities of authorized denominations in aggregate principal amount equal to the unconverted portion of such Security.

8. Adjustment of Conversion Price

The Conversion Price in effect at any time shall be subject to adjustment from time to time upon the happening of certain events, as follows:

(i) In case the Issuer shall at any time after the date hereof (1) declare or pay a dividend in shares of Common Stock or make a distribution of Common Stock, (2) subdivide its outstanding shares of Common Stock, (3) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (4) issue any shares of its capital stock in a reclassification of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Issuer is the continuing entity), the number of shares of Common Stock purchasable upon conversion immediately prior thereto shall be adjusted so that the Holder of the Securities shall be entitled to receive the number shares of Common Stock or other securities of the Issuer which he would have owned or have been entitled to receive after the happening of any of the events described above, had conversion occurred immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (i) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

defined in Section (v) below) and (B) the Conversion Price, then the number of shares of Common Stock thereafter purchasable upon conversion shall be determined by multiplying the number of shares of Common Stock theretofore purchasable upon conversion by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the record date for determining stockholders entitled to receive such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the record date for determining stockholders entitled to receive such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the current market price per share of Common Stock at such record date. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective as of immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

(iii) In case the Issuer shall at any time after the date hereof distribute to all holders of its shares of Common Stock evidences of its indebtedness or assets (including securities and cash dividends not paid out of funds legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Issuer or not made in the ordinary course of business), but excluding dividends or distributions referred to in Section (i) above or rights or options or warrants referred to in Section (ii) above, then in each case the number of shares of Common Stock thereafter purchasable upon conversion shall be determined by multiplying the number of shares of Common Stock theretofore purchasable upon conversion by a fraction, of which the numerator shall be then current market price per share of Common Stock (as defined in Section (v) below) on the date of such distribution, and of which the denominator shall be then current market price per share of Common Stock, less then fair value (as reasonably determined in good faith by the Board of Directors of the Issuer, whose reasonable determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or securities or warrants applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination o shareholders entitled to receive such distribution.

(iv) In case the Issuer shall at any time after the date hereof issue shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding (A) shares, rights, options, warrants

or convertible or exchangeable securities issued in any of the transactions described in Sections (i) through (iii) above and (B) 42,650 options contemplated to be issued to G & S Technologies, Inc., as described in Schedule 3.8 to the Exchange Agreement, a price per share of Common Stock (as determined in accordance with Section (v) below) that is lower than the higher of (A) the current market value per share of Common Stock (as determined in accordance with Section (v) below) on the date of such sale or issuance or on the date of the agreement for such sale or issuance (whichever is more) and (B) the Conversion Price, then in each case the number of shares of Common Stock thereafter purchasable upon conversion shall be increased by multiplying the number of shares of Common Stock theretofore purchasable upon the conversion by a fraction, the numerator of which shall be (I) the total number of shares of Common Stock issuable in connection with such sale and issuance, and the denominator of which shall be (II) the number of shares of Common Stock that the aggregate consideration received (determined as provided below) for such sale or issuance would purchase at the higher of the prices referred to in (A) and (B) above. Such adjustment shall be made successively whenever such an issuance is made. For the purposes of such adjustments, the shares of Common Stock that the holder of such rights, options, warrants, or convertible or exchangeable securities shall be entitled to subscribe for or purchase shall be deemed to be issued and outstanding as of the date of such sale and issuance and the consideration received by the Issuer therefor shall be deemed to be the consideration received by the Issuer, plus the consideration or premiums stated in such rights, options, warrants or convertible or exchangeable securities to be paid for the shares of Common Stock covered thereby. In case the issuer shall sell and issue shares of Common Stock or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Stock, for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the "price per share of Common Stock" and the "consideration received by the Issuer" for purposes of the first sentence of this Section (iv), the Board of Directors of the Issuer shall determine, on a reasonable basis and in good faith, the fair value of such property. In case the Issuer shall sell and issue rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock together with one or more other securities as part of a unit at a price per unit, then in determining the "price per share of Common Stock" and the consideration received by the Issuer for purposes of the first sentence of this Section (iv), the Board of Directors shall determine, on a reasonable basis and in good faith, the fair value of the rights, options, warrants or convertible or exchangeable securities then being sold as part of such unit.

(v) For the purpose of any computation under sections
(ii) through (iv) above, the current market price per share of Common Stock at any date shall be the average of the current market value of Common Stock for the 20 consecutive trading days commencing 30 trading days prior to such date; provided, that, if the Common Stock is not then publicly traded, the current market price per share shall be the average of the market value of the Common Stock of the last 20 consecutive trading days prior to the last day of trading; provided, however that such date is not earlier than 180 days prior to the date as of which such price is required to be determined, and otherwise such price shall be determined by an opinion of a nationally recognized independent investment bank selected by the mutual agreement of the Issuer and the Holder. In the case of rights, options, warrants or convertible or exchangeable securities, the price per share of Common Stock shall be determined by dividing (x) the total amount received or receivable by the Issuer in consideration of the sale and issuance of such rights, options, warrants or convertible or exchangeable securities, plus the total consideration payable to the Issuer upon exercise or conversion or exchange thereof, by (y) the total number of shares of Common Stock covered by such rights, options, warrants or convertible or exchangeable securities.

(vi) No adjustment in the number of shares of Common Stock convertible hereunder shall be required unless such adjustment would result in an increase or decrease of at least one percent (1%) of the number of shares of Common Stock for which shares of the Securities are convertible; provided, that any adjustments which by reason of this Section (vi) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. Whenever an adjustment shall be made pursuant to (i) through (v) above, the Conversion Price shall be adjusted accordingly. All calculations shall be made to the nearest one-thousandth of a share.

(vii) No adjustment in the number of shares of Common Stock received upon conversion need be made under Sections
(ii) through (iv) above if the Issuer issues or distributes to the Holder of the Securities shares of Common Stock, the shares, rights, options, warrants, or evidences of indebtedness or assets referred to in those Sections which such Holder would have been entitled to receive had this conversion not occurred prior to the happening of such event or the record date with respect thereto.

to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to clause (ii) above, the Holders shall become entitled to receive any securities of the Issuer other than shares of Common Stock, thereafter the number of such other shares so receivable upon conversion shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Common Stock contained in Section (i) through (iv) above, and the other provisions of this Section 8 shall apply on like terms to any such other securities.

(ix) Except as provided in Sections (i) through (iii) above, no adjustment in respect of any dividends shall be made during the term of the Securities or upon the conversion of the Securities.

(x) Upon the expiration of any rights, options, warrants or conversion or exchange privileges with respect to which an adjustment shall have been made pursuant to Section
(ii) or (iv) above, if any rights, options, warrants or conversion or exchange privileges thereof have not been exercised, the number of shares of Common Stock purchasable upon conversion will, upon such expiration, be readjusted and will thereafter be such as it would have been had it been originally adjusted (or had the original adjustment not been required, as the case may be) as if (i) the only shares of Common Stock so issued were the shares of Common Stock, if any, actually issued or sold upon the exercise of such rights, options or warrants or conversion or exchange rights and (ii) such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Issuer upon such exercise, conversion or exchange plus the aggregate consideration, if any actually received by the Issuer for the issuance, sale or grant of all such rights, options or warrants, whether or not exercised.

Whenever the number of shares purchasable upon conversion shall be adjusted as required by the provisions of this Section 8, the Issuer shall forthwith file in the custody of its Secretary or an Assistant Secretary at its principal office and with its stock transfer agent, if any, an officers' certificate showing the adjusted number of shares determined as herein provided, setting forth in reasonable detail the facts requiring such adjustment and the manner of computing such adjustment. Each such officers' certificate shall be signed by the chairman, president or chief financial officer of the Issuer and by the secretary or any assistant secretary of the Issuer. Each such officers' certificate shall be made available at all reasonable times for inspection by any holder of shares of the Securities and the Issuer shall, forthwith after each such adjustment, mail a copy, by first-class mail, of such certificate to the each of the Holders.

9. Reclassification, Reorganization, Consolidation or Merger

In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Issuer (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of Common Stock) or in case of any consolidation or merger of the Issuer with or into another corporation (other than a merger with a subsidiary in which merger the Issuer is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon conversion) or in case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Issuer as an entirety or substantially as an entirety, the Issuer shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter, by converting such Holder's shares of the securities, to receive in lieu of the receipt of shares of Common Stock the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, capitalization, reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that would have been received upon conversion immediately prior to such reclassification, capitalization, reorganization, change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments in respect of such shares of stock and other securities and property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Security. The foregoing provisions of this paragraph shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capitalization reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Issuer other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Paragraph (iv) of Section 8.

10. Miscellaneous

This Security shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State, without regard to any conflict of law provisions. The parties hereto, including all guarantors or endorsers, hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Security, except as specifically provided herein, and assent to extensions of the time of payment, or forbearance or other indulgence without notice. The Holder of this Security by acceptance of this Security agrees to be bound by the provisions of this Security which are expressly binding on such Holder.

indirect common control with the Issuer or any other obligor on the Securities shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that any Securities owned by Quantum Industrial Partners LDC or any Affiliate thereof shall be deemed outstanding for purposes of making such a determination.

The Issuer may not assign any of its rights or delegate any of its obligations under this Security (or any part thereof) without the prior written consent of the Holder.

The Issuer represents, warrants and covenants to Holder that it shall use its last efforts to repay this Security in accordance with the terms hereof.

The Section headings herein are for convenience only and shall not affect the construction hereof.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its corporate seal.

T/F PURIFINER, INC.

[Seal]

By_________________________ Name:

Title

Dated: ____________________ __, 1998

Attest:

[FORM OF CONVERSION NOTICE]

12% Senior Subordinated Convertible Note due 2003

To: T/F Purifiner, Inc.

The undersigned owner of this Security hereby: (i) irrevocably exercises the option to convert this Security, or the portion hereof below designated, for shares of Common Stock, par value $.01 per share ("Common Stock"), of T/F Purifiner, Inc. in accordance with the terms of this Security and (ii) directs that such shares of Common Stock deliverable upon the conversion, together with any check in payment for fractional shares and any Security(ies) representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares are to be delivered registered in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.

Dated:__________

Name:____________________________

Signature________________________

Principal Amount to be Converted: (if less
than all)

$____________________________

Fill in for registration of shares if to be delivered, and of Securities if to be issued, otherwise than to and in the name of the registered holder.

Social Security or Other

Taxpayer Identification Number

(Name)

(Street Address)

(City, State and Zip Code)

NOTE PURCHASE AGREEMENT

dated as of

January 26, 1998

among

QUANTUM INDUSTRIAL PARTNERS LDC

and

T/F PURIFINER, INC.

NOTE PURCHASE AGREEMENT

AGREEMENT dated as of January 26, 1998 among Quantum Industrial Partners LDC, a Cayman Islands exempted limited liability duration company (the "Buyer") and T/F Purifiner, Inc., a Delaware corporation (the "Company").

W I T N E S S E T H

WHEREAS, Buyer desires to purchase the Note (as hereinafter defined) on the terms and subject to the conditions set forth herein; and

WHEREAS, the Company desires to sell the Note to the Buyer on the terms and subject to the conditions herein set forth.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. The following terms, as used herein, have the following meanings:

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

"Common Stock" means the Common Stock, par value $.001 per share, of the Company.

"Encumbrances" means all voting trusts, arrangements, stockholder agreements, proxies, liens, encumbrances, transfer restrictions, preemptive rights, security, interests or community property rights.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Material Adverse Effect" means a material adverse effect on the assets, properties, business, prospects, operations or condition, financial or otherwise, of the Company.

"Note" shall have the meaning set forth in Section 2.1 hereof.

"Registration Agreement" means the Registration Rights Agreement between the Company and the Buyer dated as of June 19, 1997, as amendment by that certain amendment dated as of the date hereof (the "Amendment"), in the form attached hereto as Exhibit A.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

ARTICLE II

PURCHASE AND SALE

2.1 Purchase and Sale of the Note. The Company hereby agrees to sell to the Buyer and, subject to the terms and conditions herein set forth, the Buyer agrees to purchase from the Company, the Company's 12% Senior Subordinated Convertible Note in the aggregate principal amount of $500,000, in the form attached hereto as Exhibit B (the "Note").

2.2 Closing. The closing (the "Closing") of the purchase and sale of the Note shall take place at the offices of Akin, Gump, Strauss, Hauer & Feld, L.LP., 590 Madison Avenue, New York, New York 10022 on the date hereof. All transactions at the Closing shall be deemed to take place simultaneously. At the Closing:

(a) The Buyer shall deliver to the Company $500,000 in cash or other immediately available funds to an account designated by the Company.

(b) The Company shall deliver to the Buyer, the Note duly registered in the name of the Buyer.

(c) The Company shall deliver to an account designated by Akin, Gump, Strauss, Hauer & Feld, L.L.P., the amounts owed it pursuant to Section 6.2.

Additionally, in connection with the closing of the transactions contemplated hereby, the Company and the Buyer shall enter into the Amendment.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Buyer that:

3.1 Corporate Existence and Power; Capitalization. The Company is a corporation duly incorporated and validly existing and in good standing under the laws of the

State of Delaware, and has all corporate powers required to carry on its business as now being conducted. The Company has no subsidiaries. The Company is authorized or duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities make such qualification necessary. The capitalization of the Company as of the date hereof is set forth on Schedule 3.1 hereto. The SEC Documents describe accurately all outstanding stock options, warrants and other rights to purchase any equity securities of the Company. Except as set forth on Schedule 3.1, there are no outstanding options, warrants, rights to subscribe to, or securities or rights convertible or exercisable into or exchangeable for any shares of capital stock of the Company or arrangements by which the Company is or may become bound to issue additional shares of its capital stock other than pursuant to the Note.

3.2 Corporate Authorization. The execution, delivery and performance by the Company of this Agreement, the Note and the Amendment and the consummation by the Company of the transactions contemplated hereby and thereby, are within the Company's corporate power and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement, the Note and the Amendment have each been duly and validly executed by the Company and constitute the valid and binding agreements of the Company, each enforceable against the Company in accordance with its terms.

3.3 Governmental and Court Authorization. The execution, delivery and performance by the Company of this Agreement, the Note and the Amendment require no consent, approval or authorization of, or filing, registration or qualification with, any governmental body, agency, official, court or other authority that has not been obtained or made.

3.4 Non-Contravention. The execution, delivery and performance by the Company of this Agreement, the Note and the Amendment do not and will not (A) contravene or conflict with the Company's certificate of incorporation or by-laws, or (B) (i) contravene or conflict with or constitute a violation of any provision of any federal or state law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, (ii) require any consent, approval or other action by any Person or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or to a loss of any benefit to which the Company is entitled under any provision of any agreement, contract, indenture, lease or other instrument binding upon the Company or any license, franchise, permit or other similar authorization held by the Company or (iii) result in the creation or imposition of any Encumbrances on the Note.

3.5 SEC Documents; Disclosure Documents. Each report or proxy statement delivered to the Buyer is a true and complete copy of such document as filed by the Company with the SEC. The Company has delivered to the Buyer all SEC Documents filed with the SEC since January 1, 1994. The Company has filed in a timely manner all documents that the Company was required to file with the SEC under Sections 13, 14(a) and 15(d) of the Exchange Act since its registration of its Common Stock under Section 12(g) of the Exchange Act. As of their respective filing dates, all SEC Documents filed by the Company with the SEC complied in all material respects with the Exchange Act or the Securities Act, as applicable. None of the SEC Documents as of their respective dates contained any untrue statement of a material fact or

omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the financial position of the Company at the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, recurring adjustments).

3.6 Due Authorization and Validity of the Note. The Note has been duly authorized and when delivered against payment therefor as contemplated hereby will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or similar rights. The Common Stock issuable upon conversion of the Note has been reserved for issuance and, when issued upon conversion of the Note, will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or similar rights.

3.7 Absence of Certain Changes. Except for liquidity issues which have been fully disclosed by the Company to QIP, in connection with QIP's representation on the Board of Directors or otherwise, since September 30, 1997, there has been no Material Adverse Effect.

3.8 Litigation. Except as set forth in the SEC Documents or as set-forth in Schedule 3.8 hereto, there is no action, suit, investigation or proceeding pending against, or to the knowledge of the Company threatened against or affecting, the Company or any of their respective properties before any court or arbitrator or any governmental body, agency, official or authority which (i) could reasonably be expected to have a Material Adverse Effect or (ii) in any manner would enjoin, alter, call into question, affect or delay the transactions contemplated by this Agreement.

3.9 FIRPTA. The Company is not a "United States real property holding corporation" within the meaning of Section 896(c)(2) of the Internal Revenue Code of 1986, as amended.

3.11 No Brokers. The Company has taken no action which would give rise to any claim by any Person for brokerage commissions, finders' fees or similar payments by the Buyer relating to this Agreement or the transactions contemplated thereby.

3.14 Intellectual Property. Except as disclosed in the SEC Documents or Schedule 3.14 hereto:

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer hereby represents and warrants, to the Company as of the date hereof that:

4.1 Organization; Existence. The Buyer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and the Buyer has all

necessary corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now being conducted.

4.2 Corporate Authorization. The execution, delivery and performance by the Buyer of this Agreement and the Amendment and the consummation by the Buyer of the transactions contemplated hereby and thereby are within the Buyer's corporate powers and have been duly authorized by all necessary corporate or other action on the part of the Buyer.

4.3 Governmental and Court Authorization. The execution, delivery and performance by the Buyer of this Agreement and the Amendment require no consent, approval or authorization of, or filing, registration or qualification with, any governmental body, agency, official, court or authority that has not been obtained or made.

4.4 Non-Contravention. The execution, delivery and performance by the Buyer of this Agreement and the Amendment do not and will not (A) contravene or conflict with the certificate of incorporation or bylaws of it or (B) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to it.

4.5 Purchase for Investment; Legends.

(a) The Note is being acquired for its own account, and not with a view to public distribution in violation of the Securities Act. Notwithstanding the foregoing, the Buyer shall have the right at all times to sell or otherwise dispose of all or any part of the Note or the Common Stock issuable upon conversion of the Note pursuant to a registration, or exemption therefrom, under the Securities Act. It is an "accredited investor" as defined in Rule 501 under the Securities Act.

(b) Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Note (and all Common Stock issued in exchange therefor or substitution thereof) shall bear the following legend:

ARTICLE V

COVENANTS

5.1 Registration. If and to the extent required by the Registration Agreement, the Company agrees that it will register the Common Stock issuable upon conversion of the Note for sale under federal and state securities laws in accordance with the Registration Agreement.

5.2 Transactions with Affiliates. So long as the Note is outstanding, without the Buyer's written consent, the Company shall not conduct any business or enter into any transaction or series of similar transactions with any Affiliate of the Company or any legal or beneficial owner of 5% or more of any class of capital stock of the Company with an Affiliate of such owner unless the terms of such business, transaction or series of transactions are set forth in writing and as favorable to the Company as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm's length dealings with an unrelated third person. For purposes of this Section 5.2, the Buyer shall be not deemed to be an Affiliate. Notwithstanding the foregoing, so long as the Note is outstanding, the Company shall not make, or cause any other party to make, any loans to any shareholders of the Company. The Company further agrees that it will not enter into any transaction with any Affiliate or any legal or beneficial owner of 5% or more of any class of capital stock of the Company or an Affiliate or family member of such person unless the terms of such transaction have been presented to and approved by the Board of Directors of the Company.

5.3 Restricted Payments. So long as the Note is outstanding, the Company will not, without the prior written consent of the Buyer, (i) declare or pay any dividend or make any other payment or distribution on account of any capital stock of the Company, (ii) purchase redeem or otherwise acquire or retire for value any capital stock of the Company or (iii) except for indebtedness as set forth on Schedule 5.3 that the Company is already committed to retiring, purchase, redeem, defease or otherwise acquire or retire for value any indebtedness that is subordinate or pari passu to the Note (each a "Restricted Payment").

5.4 Proceeds of Financing. The proceeds of the sale of the Note will be used by the Company for (i) general operating expenses of the Company and (ii) to repay a former shareholder loan of $103,501.16 to the estate of Willard Taylor.

ARTICLE VI

CLOSING DELIVERIES

Simultaneously with the execution and delivery of this Agreement, the following deliveries shall be made:

6.1 Amendment to Registration Rights Agreement. The Buyer and the Company shall enter into the Amendment.

6.2 Reimbursement. The Company shall have reimbursed the Buyer for its out-of-pocket costs and expenses incurred in connection with the closing of the transactions contemplated by this Agreement and the Amendment, provided, however, that in no such event shall reimbursement for out-of-pocket costs and expenses exceed $1,000.

6.3 Officer's Certificate. The Company shall deliver a certificate from its Secretary attesting to the authenticity of the following documents: (i) the certificate of incorporation of the Company; (ii) the by-laws of the Company; and (iii) the resolutions of the Company authorizing the sale of the Note and the reservation of shares of Common Stock issuable upon conversion of the Note.

6.4 Opinion. The Company shall cause Atlas, Pearlman, Trop & Borkson, P.A., to deliver to the Buyer an opinion in the form attached hereto as Exhibit C.

ARTICLE VII

SURVIVAL; INDEMNIFICATION

7.2 Indemnification. The Company shall indemnify and hold harmless the Buyer (and its directors, officers, employees, Affiliates and permitted assigns) from and against all losses, liabilities, charges, damages, deficiencies, costs and expenses (including interest, penalties and attorney's fees and disbursements) (collectively, "Loss"), sustained or incurred by the Buyer based upon or arising out of (i) any inaccuracy or defect or breach of any representation or warranty by the Company in this Agreement or (ii) any failure by the Company to perform or observe any term or covenant of this Agreement or the Registration Agreement required to be performed by it, and will reimburse the Buyer for any reasonable legal or other expenses incurred by it in connection with the investigating or defending of any Loss.

ARTICLE VIII

MISCELLANEOUS

Quantum Industrial Partners LDC c/o Curacao Corporation Company, N.V.

Kaya Flamboyan
Willemstad, Curacao
Netherlands, Antilles
Fax: 599-9-322-001

with a copy to:

Soros Fund Management
888 Seventh Avenue
New York, New York 10106
Attention: Michael Neus
Fax: (212) 664-0544

and

Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
Attention: Edward D. Sopher
Fax: (212) 872-1002

If the Company to:

T/F Purifiner, Inc.
3036 High Ridge Road
Suite 100
Boyton Beach, Florida 33426
Attention: Keith T.J. Hart
Fax: (561) 547-4025

with a copy to:

Atlas, Pearlman, Trop & Borkson, P.A.
New River Center - Suite 1900
200 East Los Olas Boulevard
Fort Lauderdale, Florida 33301
Attention: Jim Schneider
Fax: (954) 523-1952

or to such other address or Person as any of the parties may designate by written notice hereunder.

8.2 Amendments: No Waivers.

(a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Buyer and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective.

8.3 Expenses. All reasonable costs and expenses incurred by the Buyer in connection with this Agreement and the Amendment shall be paid by the Company.

8.5 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

8.7 Entire Agreement. This Agreement, the Note and the Amendment constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Agreement.

8.9 Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the day and year first above written.

QUANTUM INDUSTRIAL PARTNERS LDC

By:_________________________
Name:
Title:

T/F PURIFINER, INC.

By:_________________________
Name:
Title:

US $500,000 New York, New York January 26, 1998

T/F PURIFINER, INC.

12% SENIOR SUBORDINATED CONVERTIBLE NOTE DUE 2003

T/F Purifiner, Inc., a Delaware corporation (the "Issuer"), for value received hereby promises to pay to Quantum Industrial Partners LDC or registered assigns (the "Holder") the principal amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000) plus any accrued but unpaid interest at such place or such bank account in the United States of America as the Holder may from time to time direct on January 1, 2003 in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

This Security is issued pursuant to a Note Purchase Agreement dated as of January 26, 1998 by and between the Issuer and the Holder (the "Purchase Agreement"). This Security is transferable and assignable at any time, in whole or in part, to one or more purchasers or persons. The Issuer agrees to issue from time to time replacement Securities in the form hereof to facilitate such transfers and assignments. In addition, after delivery of an indemnity in form and substance satisfactory to the Issuer, the Issuer also agrees to issue replacement Securities for the Security which have been lost, stolen, mutilated or destroyed.

1. Principal and Interest

The principal of this Security shall bear interest at the rate of 12% per annum (the "Interest Rate") which shall accrue from the most recent Interest Payment Date to which interest has been paid on this Security, or if no interest has been paid on this Security from the date hereof until payment in full of the principal amount has been made and be payable in cash quarterly on April 1, July 1, October 1 and January 1 of each year (an "Interest Payment Date"), commencing on April 1, 1998, to the Holder hereof until the principal amount is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment will be paid to the Holder of the Security at the close of business on the Record Date for the interest payable on such Interest Payment Date. The "Record Date" for any interest payment is the close of business on March 15, June 15, September 15 or December 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such Interest is payable; provided, however, that at the option of the Company, on any Interest Payment Date, interest may, in lieu of being paid in cash, accrue and be added to the principal balance of this Security. "Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized by law to close.

2. Subordination

3. Redemption

At least thirty (30) days but not more than sixty (60) days before a redemption date, the Issuer shall send a notice of redemption, first-class mail, postage prepaid, or facsimile with answer back and courier to follow, to the Holder(s) of this Security to be redeemed at the address(es) of the Holder as they appear in the Register.

4. Affirmative Covenants of Issuer

B. Reporting. The IssuerCD will make available or cause to be made available to each Holder as soon as practicable (except to the extent such Holder specifically requests otherwise):

(i) all annual, quarterly and periodic reports prescribed by Sections 13, 14 and 15(d) of the Exchange Act (whether or not the Issuer is subject to such requirements);

(ii) all reports furnished to the Issuer's board members and securityholders;

(iii) any reports (including management reports) submitted to the Issuer by the Issuer's independent public accountants

(iv) a copy of the annual budget for the Issuer (in no event later than 60 days after the commencement of each fiscal year) and any material amendment thereto;

(vi) notice of any material adverse change with respect to the business, financial position, results of operations or prospects of the Issuer;

(viii) such other information or reports relating to the Issuer as the Holder may reasonably request.

5. Negative Covenants

B. Transactions with Affiliates. Without the written consent of the Majority Holders, the Issuer shall not conduct any business or enter into any transactions or series of similar transactions with an Affiliate of the Issuer or any legal or beneficial owner of 5% or more of any class of capital stock of the Issuer with an Affiliate of such owner unless the terms of such business transaction or series of transactions are set forth in writing and as favorable to the Issuer as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm's length dealings with an unrelated third person. For purposes of this paragraph B, the Quantum Industrial Partners LDC shall not be deemed to be an Affiliate. The Issuer shall not make, or cause any other party to make, any loans to shareholders of the Issuer. The Issuer further agrees that it will not enter into any transaction with any Affiliate or legal or beneficial onwer of 5% or more of any class of capital stock of the Issuer or and Affiliate or family member of such Person unless the terms of such transaction have been presented to and approved by the Board of Directors of the Issuer. "Affiliate" of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, "control" when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

C. Amendment to Certain Documents. The Issuer shall not enter into any amendment of, or agree to or accept or consent to any waiver of any of the material provisions of its certificate of incorporation (including any certificate of designation) or By-laws.

6. Default

The occurrence of any of the following events or conditions shall constitute an event of default (each an "Event of Default") with respect to the Issuer of this Security:

(a) Any amounts due under this Security are not paid on the day after the due date therefore.

(c) The Issuer shall fail to perform any agreement or covenant on its part contained herein or in the Purchase Agreement.

No failure on the part of the Holder or other holders hereof to exercise any right or remedy hereunder, whether before or after the happening of a default shall constitute a waiver thereof, and no waiver of any past default shall constitute waiver of any future default or of any acceptance of a past due installment, or indulgence granted from time to time shall be construed to be a waiver of the right to insist upon prompt payment thereafter or to impose late charges retroactively or prospectively, or shall be

deemed to be a novation of this Security or as a reinstatement of the debt evidenced hereby or as a waiver of such right or acceleration or any other right, or be construed so as to preclude the exercise of any right which the Holder may have, whether by the laws of the State of New York, by agreement or otherwise; and the Issuer hereby expressly waives the benefit of any statute or rule of law or equity which would produce a result contrary to or in conflict with the foregoing.

7. Conversion

Subject to and upon compliance with the provisions of this Section, the principal amount of this Security or any portion thereof may, at any time and at or before the close of business on January 1, 2003, or thereafter if any Event of Default shall occur and be continuing, be converted into duly authorized, validly issued, fully-paid and nonassessable shares of Common Stock at $2.75 per share (the "Conversion Price"), or, in case an adjustment in the Conversion Price and the securities or other property issuable upon conversion has taken place pursuant to Section 8 hereof, then at the applicable Conversion Price and in such securities or other property as so adjusted, upon surrender of the Security or Securities, the principal amount of which is so to be converted, to the Issuer at any time during usual business hours at the Issuer's offices, accompanied by a written notice of election to convert as provided in the form attached hereto and, if so required by the Issuer, by a written instrument or instruments of transfer in form satisfactory to the Issuer duly executed by the registered holder or his attorney duly authorized in writing.

No payment or adjustment will be made for dividends on any Common Stock except as provided in Section 8 hereof. On conversion of a Security, that portion of any interest accrued and unpaid interest attributable to the period from the date of the Security to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock, in exchange for the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted.

address and social security or other taxpayer identification number) in which said certificate or certificates are to be issued. Such conversion shall be deemed to have been made at the time that such Security or Securities shall have been surrendered for conversion and such notice shall have been received by the Issuer, the rights of the holder of such Security or Securities as a Securityholder shall cease at such time, the person or persons entitled to receive the shares of Common Stock, upon conversion of such Security or Securities shall be treated for all purposes as having become the record holder or holders of such shares of Common Stock at such time and such conversion shall be at the Conversion Price in effect at such time. In the case of any Security which is converted in part only, upon such conversion, the Issuer shall execute and deliver to the holder thereof, as requested by such holder, a new Security or securities of authorized denominations in aggregate principal amount equal to the unconverted portion of such Security.

8. Adjustment of Conversion Price

The Conversion Price in effect at any time shall be subject to adjustment from time to time upon the happening of certain events, as follows:

(ii) In case the Issuer shall at any time after the date hereof issue rights, options or warrants to all holders of its outstanding Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the higher (A) of the market price per share of the Common Stock (as defined in Section (v) below) and (B) the Conversion Price, then the number of shares of Common Stock thereafter purchasable upon conversion shall be determined by multiplying the number of shares of

Common Stock theretofore purchasable upon conversion by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the record date for determining stockholders entitled to receive such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the record date for determining stockholders entitled to receive such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the current market price per share of Common Stock at such record date. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective as of immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

(iv) In case the Issuer shall any time after the date hereof sell and issue shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding (A) shares, rights, options, warrants or convertible or exchangeable securities issued in any of the transactions described in Sections (i) through (iii) above and (B) 42,650 options contemplated to be issued to G & S Technologies, Inc. as

described in Schedule 3.8 the Purchase Agreement), a price per share of Common Stock (as determined in accordance with
Section (v) below) that is lower than the higher of (A) the current market value per share of Common Stock (as determined in accordance with Section (v) below) on the date of such sale or issuance or on the date of the agreement for such sale or issuance (whichever is less) and (B) the Conversion Price, then in each case the number of shares of Common Stock thereafter purchasable upon conversion shall be increased by multiplying the number of shares of Common Stock theretofore purchasable upon the conversion by a fraction, the numerator of which shall be (I) the total number of shares of Common Stock issuable in connection with such sale and issuance, and the denominator of which shall be (II) the number of shares of Common Stock that the aggregate consideration received (determined as provided below) for such sale or issuance would purchase at the higher of the prices referred to in (A) and (B) above. Such adjustment shall be made successively whenever such an issuance is made. For the purposes of such adjustments, the shares of Common Stock that the holder of such rights, options, warrants, or convertible or exchangeable securities shall be entitled to subscribe for or purchase shall be deemed to be issued and outstanding as of the date of such sale and issuance and the consideration received by the Issuer therefor shall be deemed to be the consideration received by the Issuer, plus the consideration or premiums stated in such rights, options, warrants or convertible or exchangeable securities to be paid for the shares of Common Stock covered thereby. In case the issuer shall sell and issue shares of Common Stock or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Stock, for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the "price per share of Common Stock" and the "consideration received by the Issuer" for purposes of the first sentence of this Section (iv), the Board of Directors of the Issuer shall determine, on a reasonable basis and in good faith, the fair value of such property. In case the Issuer shall sell and issue rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock together with one or more other securities as part of a unit at a price per unit, then in determining the "price per share of Common Stock" and the consideration received by the Issuer for purposes of the first sentence of this Section (iv), the Board of Directors shall determine, on a reasonable basis and in good faith, the fair value of the rights, options, warrants or convertible or exchangeable securities then being sold as part of such unit.

prior to such date; provided, that, if the Common Stock is not then publicly traded, the current market price per share shall be the average of the market value of the Common Stock of the last 20 consecutive trading days prior to the last day of trading; provided, however that such date is not earlier than 180 days prior to the date as of which such price is required to be determined, and otherwise such price shall be determined by an opinion of a nationally recognized independent investment bank selected by the mutual agreement of the Issuer and the Holder. In the case of rights, options, warrants or convertible or exchangeable securities, the price per share of Common Stock shall be determined by dividing (x) the total amount received or receivable by the Issuer in consideration of the sale and issuance of such rights, options, warrants or convertible or exchangeable securities, plus the total consideration payable to the Issuer upon exercise or conversion or exchange thereof, by (y) the total number of shares of Common Stock covered by such rights, options, warrants or convertible or exchangeable securities.

(viii) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) Common Stock of the Issuer, or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to clause (ii) above, the Holders shall become entitled to receive any securities of the Issuer other than shares of Common Stock, thereafter the number of such other shares

so receivable upon conversion shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Common Stock contained in Section (i) through
(iv) above, and the other provisions of this Section 8 shall apply on like terms to any such other securities.

(ix) Except as provided in Sections (i) through (iii) above, no adjustment in respect of any dividends shall be made during the term of the Securities or upon the conversion of the Securities.

9. Reclassification, Reorganization, Consolidation or Merger

another corporation (other than a merger with a subsidiary in which merger the Issuer is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon conversion) or in case of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Issuer as an entirety or substantially as an entirety, the Issuer shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter, by converting such Holder's shares of the securities, to receive in lieu of the receipt of shares of Common Stock the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, capitalization, reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that would have been received upon conversion immediately prior to such reclassification, capitalization, reorganization, change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments in respect of such shares of stock and other securities and property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Security. The foregoing provisions of this paragraph shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capitalization reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for, or of, a security of the Issuer other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Paragraph (iv) of Section 8.

10. Miscellaneous

In determining whether the holders of the requisite aggregate principal amount of Securities have concurred in any direction, consent or waiver under this Security, Securities which are owned by the Issuer or any other obligor on the Securities or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that any Securities owned by Quantum Industrial Partners LDC or any Affiliate thereof shall be deemed outstanding for purposes of making such a determination.

The Issuer may not assign any of its rights or delegate any of its obligations under this Security (or any part thereof) without the prior written consent of the Holder.

The Issuer represents, warrants and covenants to Holder that it shall use its last efforts to repay this Security in accordance with the terms hereof.

The Section headings herein are for convenience only and shall not affect the construction hereof.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its corporate seal.

T/F PURIFINER, INC.

[Seal]

By________________________ Name:

Title

Dated:____________________ __, 1998

Attest:

[FORM OF CONVERSION NOTICE]

12% Senior Subordinated Convertible Note due 2003

To: T/F Purifiner, Inc.

Dated:__________

Name:______________________________

Signature

Principal Amount to be Converted: (if
less than all)

$__________________________________

Fill in for registration of shares if to be delivered, and of Securities if to be issued, otherwise than to and in the name of the registered holder.

Social Security or Other

Taxpayer Identification Number

(Name)

(Street Address)

(City, State and Zip Code)

AMENDMENT NO. 1

REGISTRATION RIGHTS AGREEMENT

This Amendment No. 1, dated as of January 26, 1998, is by and between T/F PURIFINER, INC., a Delaware corporation (the "Company"), and QUANTUM INDUSTRIAL PARTNERS LDC, a Cayman Islands limited duration company (the "Investor") .

WHEREAS, the Company and the Investor entered into a Registration Rights Agreement, dated as of June 19, 1997 (the "Registration Agreement");

WHEREAS, in order to induce the Investor to enter into those transactions contemplated by that Note Purchase Agreement dated as of January 26, 1998 by and between the Company and the Investor (the "Note Purchase Agreement") and that Note Exchange Agreement by and between the Company and the Investor dated as of January 26, 1998 (the "Note Exchange Agreement"), the Company has agreed to provide registration rights with respect to the shares of common stock of the Company, par value $.001 per share (the "Common Stock"), issuable upon exercise of the securities issued to the Investor pursuant to the Note Purchase Agreement and the Note Exchange Agreement;

WHEREAS, the Company and the Investor desire to amend the Registration Agreement in connection with the foregoing;

NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

1. Section 1 of the Registration Agreement is hereby amended and restated in its entirety as follows:

'1. Securities Subject to this Agreement

The term "Registrable Securities" shall mean (i) shares of the Common Stock issued and sold to the Investor pursuant to the Securities Purchase Agreement, (ii) shares of Common Stock issuable upon exercise of the warrant (the "Warrant") issued to the Investor pursuant to the Securities Purchase Agreement, that are from time to time held by the Investor or any subsequent holder thereof (the "Warrant Holders"),
(iii) shares of Common Stock issuable upon the conversion of the 12% Senior Subordinated Convertible Note in the aggregate principal amount of $500,000 issued to the Investor pursuant to the Note Purchase Agreement dated as of January 26, 1998 by and between the Company and the Investor, that are from time to time held by the Investor or any subsequent holder thereof (the "Note Holders"), (iv) shares of Common Stock issuable upon the conversion of the 12% Senior Subordinated Convertible Note in the aggregate principal amount of $2,000,000 issued to the Investor pursuant to the Note Exchange Agreement dated as of January 26, 1998 by and between the Company and the

Investor, that are from time to time held by the Investor or any subsequent holder thereof (the "Exchange Note Holders"; and together with the Warrant Holders and the Note Holders, the "Holders"), and (v) shares of Common Stock issued or issuable to the Holders by way of a dividend, stock split or other distribution or in connection with a combination of shares, recapitalization, merger, consolidation, reorganization or otherwise; provided, that such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) they shall cease to be outstanding or (c) they are distributed to the public pursuant to Rule 144 (or any similar provision then in effect) under the Securities Act.'

2. Except as expressly amended hereby, the Registration Agreement, and all rights and obligations of the Investor and the Company, thereunder, shall remain in full force and effect. This amendment shall not, except as expressly provided herein, be deemed to be a consent to any waiver or modification of any other terms or provisions of the Registration Agreement.

3. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the day and year first above written.

QUANTUM INDUSTRIAL PARTNERS LDC

By:______________________________
Name:
Title:

T/F PURIFINER, INC.

By:______________________________
Name:
Title: