November 21, 2002



Emergency Filtration Products, Inc.



175 Cassia Way



Ste A115

Henderson, NV 89014

ATTN:    Doug Beplate, President





                  Re:      Fee Agreement

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



Dear Mr. Beplate:



This letter sets forth the Agreement by and among Emergency Filtration Products,

Inc. its subsidiaries and its affiliates, (the "Company") and First Montauk

Securities Corp. and its subsidiaries and its affiliates ("Montauk") with

respect to the engagement of Montauk to introduce to the Company potential

funding Source(s).



In connection with its engagement hereunder, this Letter Agreement confirms the

Company's understanding of Montauk's intention to attempt to utilize its best

efforts to affect the following:



1. Introduce to the Company possible funding Source(s).

2. Provide such other investment banking and advisory services to the Company as

   requested.

3. Introduce to the Company possible merger & acquisition candidates.

4. Evaluate the Company's possible merger & acquisition candidates.



Notwithstanding the foregoing, the intent herein described shall not obligate

Montauk to effect any public or private financing for the Company. Any such

obligation shall be conditioned in its entirety upon the execution and delivery

by Montauk of an Agency or Underwriting Agreement satisfactory to Montauk and

the Company.



It is understood and acknowledged by the parties that the value of Montauk's

advice is not measurable in a quantitative manner, and Montauk shall be obliged

to render advice, upon request of the Company, in good faith, as shall be

determined by Montauk, but shall not be obligated to spend any specific amount

of time in doing so.



1.   Compensation:

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



a)   The Company agrees to pay to Montauk at each full or incremental closing of

     any financing undertaken by the Company from a Source (s) (defined

     hereunder) introduced by Montauk (the "Transaction"), (i) a cash

     Transaction Fee of 8% of the amount financed from Montauk's Source(s) (ii)

     placement agent warrants, at an exercise price no more favorable as given

     to the investors in such transaction, or common stock equal to 10% of the

     ownership given to any equity raised and (iii) a 2% non-accountable expense

     allowance. All funds shall be deposited in an escrow account to be

     designated by Montauk and released to the Company at the same time as

     payment of the above stated fees and expenses are made to Montauk. Montauk

     retains the right to sub-engage other placement agents and to pay, from

     Montauk's compensation, other sub-engaged placement agents' compensation

     and any finder's fees. Montauk will notify the Company prior to

     sub-engaging other placement agents. The Company will also pay at the

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