EXHIBIT 10.2

           COMPENSATORY PLAN WITH OSCAR OTERO [PETRO PURE (PPI), INC.]








                                     puradyn
                        FILTER TECHNOLOGIES INCORPORATED


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

                                                         3020 High Ridge Road
                                                 Boynton Beach, FL 33426-8710

                                                                    Telephone
                                                                 561 547 9499
                                                                 800 486 0677

                                                                          Fax
                                                                 561 547 4025

                                                                     Internet
                                                              www.puradyn.com
                                                            -----------------


                           CLASS A WARRANT TO PURCHASE
                                  COMMON STOCK
                                       OF
                    PURADYN FILTER TECHNOLOGIES INCORPORATED


This is to certify that Petro Pure, Inc. (the "Holder") is entitled, subject to
the terms and conditions hereinafter set forth, to purchase Fifty Thousand
(50,000) shares of Common Stock, par value $.001 per share (the "Common
Shares"), of Puradyn Filter Technologies Incorporated, a Delaware corporation
(the "Company"), from the Company at the price per share and on the terms set
foth herein and to receive a certificate for the Common Shares so purchased on
presentation and surrender to the Company with the subscription form attached,
duly executed and accompanied by payment of the purchase price of each share
purchased either in cash or by certified or bank cashier's check or other check
payable to the order of the Company.

The purchase rights represented by this Warrant are exercisable commencing March
7, 2001 through and including March 7, 2003, at a price per Common Share of
$3.875.

The purchase rights represented by this Warrant are exercisable at the option of
the registered owner hereof, in whole or in part, from time-to-time, within the
period specified; provided, however, that such purchase rights shall not be
exercisable with respect to a fraction of a Common Share. In case of the
purchase of less than all the Common Shares purchasable under this Warrant, the
Company shall cancel this Warrant on surrender hereof and shall execute and
deliver a new Warrant of like tenor and date for the balance of the shares
purchasable hereunder.

The Company agrees at all times to reserve or hold available a sufficient number
of Common Shares to cover the number of shares that could be issued on exercise
of this and all other Warrants of like tenor then outstanding.

This Warrant shall not entitle the holder hereof to any voting rights or other
rights as a shareholder of the Company, or to any other rights whatever except
the rights herein expressed and such as are set forth, and no dividends shall be
payable or accrue in respect of this Warrant or the interest represented hereby
or the Common Shares purchasable hereunder until or unless, and except to the
extent that, this Warrant shall be exercised.






In the event that the outstanding Common Shares hereafter are changed into or
exchanged for a different number of kind of shares.

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE
         AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
         PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION FROM THE
         SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED
         FOR PURPOSES OF INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
         PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION. FURTHERMORE, NO
         OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT
         THE PRIOR WRITTEN APPROVAL OF COUNSEL OR THE ISSUER BEING AFFIXED TO
         THIS CERTIFICATE. THE TRANSFER AGENT HAS BEEN ORDERED TO EXECUTE
         TRANSFERS OF THIS CERTIFICATE ONLY IN ACCORDANCE WITH THE ABOVE
         INSTRUCTIONS."

IN WITNESS WHEREOF, the Company has cased this Warrant to be executed by the
signature of its duly authorized officer.

                                      Puradyn Filter Technologies Incorporated


                                      By:  /s/ Richard C. Ford
                                           ------------------------------------
                                               Richard C. Ford


Dated:   March 8, 2000