0001299933-08-000492 Sample Contracts

SECURITY AGREEMENT
Security Agreement • January 29th, 2008 • Converted Organics Inc. • Agricultural chemicals • New York

SECURITY AGREEMENT, dated as of January 24, 2008 (this “Agreement”), between CONVERTED ORGANICS, INC., a Delaware corporation (the “Company), and the lenders identified on the signature page hereto (the “Lenders”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 29th, 2008 • Converted Organics Inc. • Agricultural chemicals • New York

REGISTRATION RIGHTS AGREEMENT dated as of the 24 day of January, 2008 (this “Agreement”) by and between CONVERTED ORGANICS, INC., a Delaware corporation (the “Corporation”), and PROFESSIONAL OFFSHORE OPPORTUNITY FUND, LTD., PROFESSIONAL TRADERS FUND, LLC and HIGH CAPITAL FUNDING, LLC (the “Investor”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 29th, 2008 • Converted Organics Inc. • Agricultural chemicals • California

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 21, 2008 (“Effective Date”) is entered into by and between Converted Organics, Inc., a Delaware corporation (“Buyer”), and Waste Recovery Industries, LLC, a Delaware limited liability company (“Seller”). In consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the Parties agree to enter into this transaction based on the following recitals, terms and conditions:

EMPLOYMENT AGREEMENT
Employment Agreement • January 29th, 2008 • Converted Organics Inc. • Agricultural chemicals • California

This Employment Agreement (this “Agreement”) dated , 2008 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and between Converted Organics Inc., a Delaware corporation (the “Company”), and Peter Townsley (the “Executive”).

LOAN AND SECURITIES PURCHASE AGREEMENT
Loan and Securities Purchase Agreement • January 29th, 2008 • Converted Organics Inc. • Agricultural chemicals • New York

THIS LOAN AND SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of January 24, 2008, by and among CONVERTED ORGANICS, INC., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”).

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