EX-10.1






Converted Organics Inc.

137A Lewis Wharf

Boston, MA 02110




March 22, 2012



Iroquois Master Fund Ltd.


c/o Iroquois Capital Management, LLC


641 Lexington Avenue, 26th Floor


New York, New York 10022




	 	 	 	Re: Securities Purchase Agreement (the “Purchase Agreement”), dated as of January
3, 2012, by and among by and among Converted Organics Inc. (the “Company”), Iroquois
Master Fund Ltd. (“Iroquois”) and Iroquois Capital Opportunity Fund LP, as amended





Dear Mr. Silverman:



All capitalized terms used herein and not otherwise defined herein shall have the meanings
ascribed to such terms in the Purchase Agreement.



A. The parties hereto agree that the (i) April Notes held by Iroquois, (ii) each of the Notes
issued to Iroquois pursuant to the Purchase Agreement prior to the date hereof and (iii) each of
the Notes to be issued to Iroquois pursuant to the Purchase Agreement after the date hereof are
each hereby amended by adding the following as Section 3(e) to each of them:



“(e) Conversion True-Up. If on a Conversion Date the quotient of (i) the
aggregate Conversion Amounts converted by the Holder on such Conversion Date divided by
(ii) 80% of the lowest Bid Price (as defined in the Warrants) of the Common Stock on
such Conversion Date (the result of such quotient is referred to herein as the “Bid
Price Shares”) is greater than the aggregate number of shares of Common Stock to be
delivered by the Company to the Holder in respect of such converted aggregate Conversion
Amounts, without giving effect to this provision (such number of shares to be so
delivered is referred to herein as the “Conversion Notice Shares”), then the Company
shall deliver to the Holder an additional number of shares of Common Stock equal to the
difference between (1) the Bid Price Shares minus (2) the Conversion Notice Shares, and
such additional number of shares of Common Stock shall be delivered by the Company to
the Holder no later than the third (3rd) Trading Day following such
Conversion Date in accordance with Section 3(c) hereof.”



B. Except as expressly set forth herein, (i) each of the Transaction Documents and each of the
obligations of the Company thereunder, and each of the rights of and benefits to Iroquois
thereunder, is, and shall continue to be, in full force and effect and each is hereby ratified and
confirmed in all respects, except that from and after the date hereof, without implication that the
contrary would otherwise be true, (A) all references in the Notes held by Iroquois to “this Note,”
“hereto,” “hereof,” “hereunder” or words of like import referring to such Notes shall mean such
Notes as amended by this letter agreement and (B) all references in the Transaction Documents to
“the Notes,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Notes held
by Iroquois shall mean such Notes as amended by this letter agreement, (ii) each of the Transaction
Documents (as defined in the April Purchase Agreement) and each of the obligations of the Company
thereunder, and each of the rights of and benefits to Iroquois thereunder, is, and shall continue
to be, in full force and effect and each is hereby ratified and confirmed in all respects, except
that from and after the date hereof, without implication that the contrary would otherwise be true,
(X) all references in the April Notes held by Iroquois to “this Note,” “hereto,” “hereof,”
“hereunder” or words of like import referring to such April Notes shall mean such April Notes as
amended by this letter agreement and (Y) all references in the Transaction Documents (as defined in
the April Purchase Agreement) to “the Notes,” “thereto,” “thereof,” “thereunder” or words of like
import referring to the April Notes held by Iroquois shall mean such April Notes as amended by this
letter agreement, (iii) the execution, delivery and effectiveness of this letter agreement shall
not operate as an amendment or waiver of any right, power or remedy of Iroquois under any of the
Transaction Documents, nor constitute an amendment or waiver of any provision of any of the
Transaction Documents and each of the Transaction Documents shall continue in full force and
effect, as amended or modified by this letter agreement and (iv) the execution, delivery and
effectiveness of this letter agreement shall not operate as an amendment or waiver of any right,
power or remedy of Iroquois under any of the Transaction Documents (as defined in the April
Purchase Agreement), nor constitute an amendment or waiver of any provision of any of the
Transaction Documents (as defined in the April Purchase Agreement) and each of the Transaction
Documents (as defined in the April Purchase Agreement) shall continue in full force and effect, as
amended or modified by this letter agreement.



C. This letter agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party. In the event that any signature is delivered by
facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an
executed signature page, such signature page shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as
if such signature page were an original thereof.



D. The Company shall, on or before 8:30 a.m., New York time, on March 23, 2012, file a Current
Report on Form 8-K describing all the material terms of the transactions contemplated by this
letter agreement in the form required by the 1934 Act. From and after the filing of such 8-K, the
Company confirms that it will have disclosed all material, non-public information (if any)
regarding the Company and its Subsidiaries delivered to Iroquois by the Company or any of its
Subsidiaries, or any of their respective officers, directors, employees or agents in connection
with this letter agreement.




[signature page follows]Sincerely,



/s/ Edward Gildea




	 	 	Edward J. Gildea,






CEO



Agreed to and accepted:



Iroquois Master Fund Ltd.



By: Iroquois Capital Management, LLC





Its: Investment Manager



	 	 	 
	By:

	 	/s/ Joshua Silverman
	 

	 	 
	Name:

	 	Joshua Silverman
	
 
	 	 
	Title:

	 	Authorized Signatory