EX-10.1






Exhibit 10.1



Converted Organics Inc.

137A Lewis Wharf

Boston, MA 02110




October 19, 2011



Iroquois Master Fund Ltd.


Iroquois Capital Opportunity Fund LP


c/o Iroquois Capital Management, L.L.C.


641 Lexington Avenue, 26th Floor


New York, New York 10022




	 	 	 	Re: Securities Purchase Agreement, dated as of April 1, 2011 (the “Purchase
Agreement”), by and among Converted Organics Inc. (the “Company”) and Iroquois Master
Fund Ltd. (“Holder”) and Iroquois Capital Opportunity Fund LP





Dear Mr. Silverman:



Pursuant to the Purchase Agreement, the Company issued a certain secured convertible note in
the original principal amount of $3,850,000 (the “Note”) to the Holder. All capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed to such terms in the
Purchase Agreement.



A. The Company and the Holder hereby agree as follows with respect to the Note:



The term Conversion Price (as defined in the Note) is hereby deleted in its entirety and
replaced with the following:



“Conversion Price” means, as of any Conversion Date or other date of determination,
the lowest of (i) $0.40 (subject to adjustment as provided herein), (ii) the price
which is equal to the product of (1) 85% multiplied by (2) the quotient of (A) the
sum of each of the three (3) lowest Closing Sale Prices of the Common Stock during
the twenty (20) consecutive Trading Day period immediately preceding the applicable
Conversion Date or other date of determination (as the case may be) divided by (B)
three (3) and (iii) the price which is equal to the product of (I) 85% multiplied by
(II) the Closing Sale Price of the Common Stock on the Trading Day immediately
preceding the applicable Conversion Date or other date of determination (as the case
may be). All such determinations to be appropriately adjusted for any stock split,
stock dividend, stock combination or other similar transaction during any such
measuring period.



B. With respect to the First Installment Date (as defined in the Note), (i) the Company hereby
confirms that the Installment Amount (as defined in the Note) due on the First Installment Date
will be converted in whole pursuant to a Company Conversion (as defined in the Note), (ii) this
letter agreement constitutes a Company Installment Notice (as defined in the Note) and (iii) the
Company shall deliver to the Holder’s balance account with DTC (as defined in the Note) 7,332,258
Pre-Installment Conversion Shares (as defined in the Note) on October 20, 2011, and the issuance
and delivery of the remaining 22,624,170 Pre-Installment Conversion Shares with respect to the
First Installment Date are subject to Section 3(d)(i) of the Note.



C. The Company and the Holder further agree that no adjustment to the exercise price of any warrant
set forth on Schedule 1 attached hereto shall occur solely as a result of the amendment to
the definition of Conversion Price contemplated above.



D. 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 the Holder
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 Note to “this Note,” “hereto,”
“hereof,” “hereunder” or words of like import referring to the Note shall mean the Note as amended
by this letter agreement and (B) all references in the Transaction Documents to “the Transaction
Documents,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Transaction
Documents shall mean the Transaction Documents as amended by this letter agreement and (ii) the
execution, delivery and effectiveness of this letter agreement shall not operate as an amendment or
waiver of any right, power or remedy of the Holder under any of the other 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. The parties hereto agree that this letter agreement constitutes a
Transaction Document.



E. The Company shall, on or before 8:30 a.m., New York time, on October 20, 2011, 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.



[signature page follows]





Sincerely,



/s/ Edward J. Gildea




	 	 	Edward J. Gildea,






CEO



Agreed to and accepted:



Iroquois Master Fund Ltd.



By: Iroquois Capital Management, L.L.C.


Its: Investment Manager



	 	 	 
	By:

	 	/s/ Joshua Silverman
	 

	 	 
	Name:

	 	Joshua Silverman
	
 
	 	 
	Title:

	 	Member
	 

	 	 






Iroquois Capital Opportunity Fund LP



	 	 	 
	By:

	 	/s/ Joshua Silverman
	 

	 	 
	Name:

	 	Joshua Silverman
	
 
	 	 
	Title:

	 	Authorized Signatory