EX-10.1






Converted Organics Inc.

137A Lewis Wharf

Boston, MA 02110




November 2, 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 “Original 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. Simultaneously with the execution and delivery of this letter agreement, the Company and
the Holder shall exchange, pursuant to Section 3(a)(9) of the 1933 Act, the Original Note for the
senior secured convertible note in the form attached hereto as Exhibit A (the “Exchange
Note”). The Company expressly acknowledges and agrees that the Exchange Note does not extinguish
the indebtedness evidenced by the Original Note and is not a novation, repayment or re-borrowing
thereof but rather is given in exchange for, and in replacement and substitution of, the Original
Note.



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 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, 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 and that the Exchanged Note is a Note (as defined in the Transaction
Documents) for all purposes of all Transaction Documents because it was issued in exchange for the
Original Note.



C. The Company shall, on or before 8:30 a.m., New York time, on November 3, 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,




Edward J. Gildea,




CEO



Agreed to and accepted:



Iroquois Master Fund Ltd.



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


Its: Investment Manager



By:

Name:

Title:




Accepted by (in its capacity as a party to the Purchase Agreement):



Iroquois Capital Opportunity Fund LP



By:

Name:

Title: