EXHIBIT 10.13
                                                                  Execution Copy







                            STOCK EXCHANGE AGREEMENT


                                      Among

                                 ORGANITECH LTD,

                       THE SHAREHOLDERS OF ORGANITECH LTD



                               INCUBATE THIS! INC.

                                       And

                                SHARONE PERLSTEIN



                                October __, 2000



THE SECURITIES  WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933 (THE "1933 ACT"),  NOR  REGISTERED  UNDER ANY
STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT, THE  AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE  SATISFACTION OF THE
COMPANY.






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                            STOCK EXCHANGE AGREEMENT

     THIS STOCK EXCHANGE  AGREEMENT (the  "Agreement")  is made this ____ day of
October, 2000 by and among (i) Lior Hessel ("HESSEL"),  Technion Entrepreneurial
Incubator  Company Ltd.  ("TEIC",  and collectively  with HESSEL,  the "Founding
Organitech  Shareholders");  (ii) D. G. Pizza Ltd. and Arie and Anat Heller (the
"Outside  Organitech   Shareholders",   and,   collectively  with  the  Founding
Organitech Shareholders, the "Organitech Shareholders"); (iii) Organitech Ltd, a
company  formed under the Israeli  Companies law  ("Organitech");  (iv) Incubate
This!  Inc.,  a Colorado  corporation  ("Incubate")  and (v)  Sharone  Perlstein
("Perlstein").


                                   BACKGROUND

     A. Organitech is engaged in the business  research and development  related
to  automatic  cultivation  of  agricultural  products as described in Exhibit A
attached hereto (the "Business").

     B. . The issued and  outstanding  share capital of  Organitech  consists of
97,143 Ordinary  Shares,  all of which are owned by the Organitech  Shareholders
(the "Organitech Group Stock"),  and 12,460 Preferred  Shares,  all of which are
owned by Incubate.

     C. Incubate holds certain warrants (the "Incubate  Warrants" allowing it to
purchase an aggregate amount of 53,602 shares of capital stock of Organitech.

     D. Organitech is obligated to issue an aggregate  amount of 8,500 shares to
its employees under certain employee stock options.

     E. Incubate desires to acquire the Organitech Group Shares thereby becoming
the sole shareholder of Organitech.

     F.  Organitech  Shareholders  agree to transfer  to Incubate th  Organitech
Group  Shares  in  exchange  for no less than  62.5% of  Incubate's  issued  and
outstanding shares (following such issuance) on a fully diluted basis.


     NOW THEREFORE, in consideration of the premises and of the mutual promises,
covenants,  representations  and warranties made in this Agreement,  the parties
hereto, intending to be legally bound, hereby agree as follows:


1.       DEFINITIONS ARTICLE ARTICLE

The  following  terms,  as used  herein,  shall  have the  following  respective
meanings, unless the context otherwise require:



     1.1.  "Accounts  Receivable" shall mean all of the accounts  receivable and
notes  receivable  of  Organitech  or Incubate,  as the case may be,  created or
arising in respect of the sale of products or services.

     1.2.  "Affiliate"  shall mean,  as to any specified  person,  (a) any other
person  controlling,  controlled by or under common  control with such specified
person,  (b) any officer,  director or partner of such specified person, (c) any
other  person of which such  specified  person is an officer,  employee,  agent,
director,


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shareholder  or partner or (d) any member of the Family Group of such  specified
person or of any  individual  who is an  Affiliate of such  specified  person by
reason of clause (a) or (b) of this definition. The term "control," with respect
to any person, means possession,  direct or indirect,  of the power to direct or
cause the  direction of the  management  and  policies of such  person,  whether
through  the  ownership  of voting  securities  or a  partnership  interest,  by
contract  or  otherwise.  "Family  Group"  means,  as to  any  individual,  such
individual's spouse, ancestors, lineal descendants and trusts for the benefit of
any  of  the  foregoing,   provided  that  all  the  income   beneficiaries  and
remainderman of any such trust are such individual's spouse, ancestors or lineal
descendants.

     1.3.  "Books and  Records"  shall mean all  records,  documents,  lists and
files,  relating to the  business of the  relevant  entity,  including,  without
limitation,  executed originals of all contracts, purchase orders, sales orders,
, lists of accounts,  customers,  suppliers and personnel,  shipping records,  ,
historical sales data and all books, , files and business records.

     1.4.  "Business"  shall have the meaning assigned to it in paragraph "A" of
this section; Background of this Agreement.

     1.5. "Cash" shall mean all of the cash and cash equivalents of the relevant
entity.

     1.6. "Closing" shall mean the consummation of the transactions contemplated
to occur hereunder pursuant to Section 3 hereof.

     1.7.  "Closing  Date" shall mean  November  10, 2000 or such (i) later date
requested  by  Organitech  in  good  faith  as  reasonably  necessary  to  allow
Organitech  to  complete  its due  diligence,  or (ii)  other  date as  shall be
mutually agreed to in writing by Sharon, Incubate, Organitech and the Organitech
Shareholders.

     1.8. "Code" shall mean the Internal Revenue Code of 1986, as amended.

     1.9. "Condition" shall mean the assets, liabilities,  business,  prospects,
operations,  results of operations or condition  (financial or otherwise) of the
relevant entity.

     1.10. "Consents" shall mean any consent, waiver,  approval,  authorization,
certification  or  exemption  required  from any person or under any Contract or
requirement of law, as applicable.

     1.11.  "Contracts"  shall mean any written or oral  agreements,  contracts,
commitments, leases and other instruments, documents and undertakings.

     1.12. "Due Diligence  Investigation"  shall mean the Incubate Due Diligence
and the Organitech Due Diligence, as the case may be, as defined in Sections 6.1
and 6.2 hereof, respectively.

     1.13. "Employees" shall mean each of the employees of the relevant entity.

     1.14.  "Exchange  Act" shall mean the  Securities  Exchange Act of 1934, as
amended, and the rules and regulations thereunder.

     1.15.  "GAAP" shall mean generally  accepted  accounting  principles in the
United  States,  applied  on a  basis  consistent  with  preceding  periods  and
consistent throughout the periods involved.

     1.16.  "Governmental  Entity"  shall  mean  any  federal,  state  or  local
governmental  authority,  or any  domestic  or  foreign  administrative  agency,
department,  commission,  board,  bureau  or  other  governmental  authority  or
instrumentality.

     1.17.  "Incubate  Exchange Shares" shall have the meaning assigned to it in
Section 2.1 hereof.

     1.18. "Incubate Financial Statements" shall have the meaning assigned to it
in Section 5.8.


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     1.19.  "Incubate Public Shareholders" shall have the meaning assigned to it
in Section 3.2.2.7.

     1.20.  "Incubate  Warrants"  shall  have  the  meaning  assigned  to  it in
Background section above.

     1.21.  "Indemnifiable Losses" shall mean all Losses and Legal Expenses with
respect to which a party is required to indemnify the other in  accordance  with
Section 9.1.

     1.22.  "Indemnified Party" shall have the meaning assigned to it in Section
9.2 hereof.

     1.23. "Indemnifying Party" shall have the meaning assigned to it in Section
9.2 hereof.

     1.24.  "Intellectual Property and Information" shall mean all the following
used in the Business: patents,  applications for patents, trademarks,  trademark
registrations,  applications for trademark  registrations,  trade names, service
marks,  copyrights,  computer software and applications,  trade secrets, product
related artwork and know- how, (including any registrations and applications for
registration thereof).

     1.25.  "Legal  Expenses" shall mean any and all reasonable  attorneys' fees
and out-of-pocket expenses and costs of any kind incurred by such person and its
counsel  in  any  legal  proceeding  (whether  as  plaintiff  or as  defendant),
including, without limitation,  investigating,  preparing for, defending against
or providing  evidence,  producing documents or taking other action with respect
to any threatened or asserted claim.

     1.26.  "Liabilities"  shall mean any and all  obligations or liabilities of
any nature  whatsoever,  express or  implied,  matured or  unmatured,  disputed,
liquidated,  unliquidated,  absolute,  fixed or  contingent,  known  or  unknown
(except as otherwise expressly set forth herein).

     1.27.  "Liens"  shall  mean  liens,  pledges,  claims,  charges,   security
interests,  and other  encumbrances  or rights of third  parties  of any  nature
whatsoever.

     1.28.  "Losses"  shall  mean  any and  all  damages,  losses,  obligations,
deficiencies,  Liabilities,  claims,  encumbrances,  penalties, fines, costs and
expenses,  including, without limitation, any diminution in value of any real or
personal property and Legal Expenses.

     1.29.  "Original  Date"  shall mean the  earliest  date on which  Perlstein
became a shareholder, officer or director of Incubate.

     1.30.  "Organitech Financial Statements" shall have the meaning assigned to
it in Section 4.20 hereof.

     1.31.  "Organitech  Group Shares" shall mean all of the  Organitech  Shares
except those shares owned by Incubate.

     1.32.  "Organitech  Shares"  shall mean all shares of  Organitech  ordinary
shares issued and outstanding as of the Closing Date.

     1.33.  "Proprietary  Information"  shall mean the confidential  information
about a party furnished by it, or on its behalf,  to any other party;  provided,
however, that Proprietary Information shall not include information which (i) is
or  becomes  generally  available  to the  public  other  than as a result  of a
disclosure  by the  receiving  party in  violation of this  Agreement,  (ii) was
available  to the  receiving  party  on a  non-confidential  basis  prior to its
disclosure by the disclosing  party, or (iii) becomes available to Incubate on a
non-confidential  basis from a person other than the disclosing party who is not
otherwise bound by a confidentiality agreement with the disclosing party.

     1.34.   "SEC"  shall  mean  the  United  States   Securities  and  Exchange
Commission.

     1.35. "SEC Documents" shall have the meaning set forth in Section 5.33.


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     1.36.  "Securities  Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations thereunder.

     1.37.  "Survival  Period" shall have the meaning  assigned to it in Section
9.4 hereof.

     1.38.  "Taxes"  shall mean (i) all taxes,  charges,  fees,  levies or other
assessments including,  without limitation,  all net income, gross income, gross
receipts,  sales,  use,  ad  valore,  transfer,   franchise,  profits,  payroll,
employment, social security, unemployment,  excise, estimated, stamp, occupancy,
occupation, property or other similar taxes, including any interest or penalties
thereon,  and  additions to tax or  additional  amounts  imposed by any federal,
state, local or foreign governmental authority, domestic or foreign, or (ii) all
liability for the payment of any taxes,  interest,  penalty,  addition to tax or
like additional  amount  resulting from the  application of Treasury  Regulation
ss.1.1502-6 or comparable law or regulation.

     1.39.  "Tax  Returns"  shall mean any  federal,  state and local income and
sales tax returns which are required to be filed any party.

2.       EXCHANGE OF SHARES

     2.1. The Exchange . Subject to the terms and  conditions  contained in this
Agreement,  effective  upon the  Closing on the  Closing  Date,  the  Organitech
Shareholders shall sell, assign, transfer and deliver to Incubate the Organitech
Group Shares in exchange for Seven  Million  Five  Hundred  Thousand  7,500,000)
shares of common stock (the "Incubate Exchange  Shares"),  free and clear of all
Liens, such that Organitech shall become a wholly-owned  subsidiary of Incubate.
The Incubate  Exchange  Shares  shall  constitute  at least 62.5% of  Incubate's
issued and outstanding shares of capital stock following their issuance.

3.       CLOSING

     3.1. General. Unless otherwise agreed to by the parties hereto, the closing
under this Agreement (the  "Closing")  will be held at Pepper Hamilton LLP, 1201
Market St., Wilmington, Delaware, USA.

     3.2. Deliveries. At the Closing and as a condition to Closing:

     3.2.1. The Organitech Shareholders and Organitech will deliver to Incubate:

     3.2.1.1  Share  Transfer  Deeds  properly  executed  evidencing  all of the
Organitech  Group  Shares,   properly  endorsed  by  the  respective  Organitech
Shareholders,  free and clear of any Liens and  accompanied by such stock powers
and other  documents  as may be necessary  to transfer  record  ownership of the
Organitech Group Shares into Incubate's name;

     3.2.1.2  All of the Books and  Records of  Organitech  from the date of its
formation to the present;


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     3.2.1.3 Resignations of all of the officers and directors of Organitech;

     3.2.1.4  An  estoppel   certificate   in  form  and  substance   reasonably
satisfactory to Incubate executed by each of the Organitech  shareholders listed
on  Schedule   3.2.1.4  hereto  (which  list  shall  include  all   Organitech's
shareholders  immediately prior to Closing  hereunder)  confirming,  among other
things,  that (1) its/his sole rights with regard to Organitech are attributable
to its/his  ownership  of the  Organitech's  shares;  and (2) it/he has no other
claims  against,  or  rights  in  or  against  Organitech  (including,   without
limitations,  registration  or other  preference  rights)  and against any other
shareholder,  director or office holder; and (3) its rights  attributable to its
ownership  of the  Organitech  Group  Shares do not prevent or negate any of the
transactions  contemplated  herein;  and  (4)  the  Company  has no  agreements,
obligations, or promises, whether written or oral, with any of them.


     3.2.1.5 An opinion letter of Organitech's Israeli counsel,  dated as of the
Closing Date, substantially set forth in Section 7.7 hereof; and

     3.2.1.6  All  other  agreements,   certificates,  consents,  approvals  and
documentary  evidence  required  to be  delivered  pursuant  to  the  Organitech
Shareholders' obligations hereunder.

     3.2.2. Incubate will deliver to Organitech Shareholders:

     3.2.2.1 Certificates  evidencing the Incubate Exchange Shares, and evidence
of the  recording  of the  ownership  of the  Incubate  Exchange  Shares  by the
respective  Organitech  Shareholders',  in the  amounts  proportional  to  their
respective  holding of the Shares as listed on Schedule  3.2.2.1,  in Incubate's
stock ledger;

     3.2.2.2 Board resolutions authorizing the issuance of the Incubate Exchange
Shares to the respective Organitech Shareholders;

     3.2.2.3 The written  resignation,  effective  upon the Closing Date, of all
directors and officers of Incubate,  except that of the Organitech  Shareholders
designees listed on Schedule 3.2.2.3,  dated subsequent to the Board resolutions
described in the preceding paragraph;

     3.2.2.4 Evidence reasonably satisfactory to the Organitech Shareholders and
their  legal  counsel  that  all of  Incubate's  available  cash may be used for
contribution to Organitech for use in its Business;

     3.2.2.5 Audited financial statements of Incubate filed with the SEC;

     3.2.2.6  A  certificate  from  Sharone  Perlstein   certifying  as  to  the
representations and warranties of Incubate in Section 5 hereof;

     3.2.2.7  An  estoppel   certificate   in  form  and  substance   reasonably
satisfactory  to the  Organtiech  Shareholders  executed by each of the Incubate
inside  shareholders listed on Schedule 3.2.2.7 hereto (which list shall include
all Incubate's shareholders  immediately prior to Closing hereunder,  other than
the public shareholders (the "Incubate Public  Shareholders") which Incubate has
represented  constituting less than 2% of Incubate's issued stock as of Closing)
confirming,  among other  things,  that (1)  its/his  sole rights with regard to
Incubate are attributable to its/his ownership of the Incubate's shares; and (2)
it/he has no other claims against,  or rights in, Incubate  (including,  without
limitations,  registration or other  preference  rights);  and against any other
shareholder,  director or office holder; and (3) its rights  attributable to its
ownership  of  the  Incubate  shares  do  not  prevent  or  negate  any  of  the
transactions  contemplated  herein;  and  (4)  the  Company  has  no  agreement,
obligations, or promises, whether written or oral, with any of them.


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     3.2.2.8 An opinion  letter of Incubate's  counsel,  dated as of the Closing
Date, substantially in form set forth in Sestion 8.7 hereof; and

     3.2.2.9  All  other  agreements,   certificates,  consents,  approvals  and
documentary  evidence  required  to be  delivered  pursuant  to  the  Incubate's
obligations hereunder.

     3.2.2.10 Evidence satisfactory to the Organitech  Shareholders under which,
at the time of Closing,  Incubate does not own any assets other than cash in the
bank,  and that  Incubate  is not  engaged  in any  business  other than being a
shareholder of Organitech  and has no liabilities  other than those set forth on
Schedule 3.2.2.10 attached hereto.

     3.2.2.11  All of the Books and  Records  of  Incubate  from the date of its
formation to the present;

     3.3. Expenses.  Except as otherwise  expressly provided herein,  each party
shall bear its own costs incurred in connection with the negotiation,  execution
and delivery of this Agreement and consummation of the transactions contemplated
hereby.

     Subsequent Documentation. Each party hereto shall at any time and from time
to time upon the  request of any other party  hereto  execute,  acknowledge  and
deliver, or cause to be executed,  acknowledged and delivered,  all such further
assignments,  instruments  of sale and  transfer  and other  documents as may be
reasonably required to fully effectuate the transactions contemplated herein.

     3.5  Incubate  Warrants.  The Incubate  Warrants  shall expire and be of no
further effect as of Closing.

4.       REPRESENTATIONS AND WARRANTIES RESPECTING ORGANITECH.

     The  parties  specified  in  each  of the  following  sub-sections  hereby,
severally,  make the following  representations and warranties to Incubate, each
of which shall  survive the Closing and expire only in  accordance  with Section
9.4 hereof:

     4.1.  Organization,  Power and  Authority  .  Organitech  and the  Founding
Organitech   Shareholders  represent  that  Organitech  is  a  corporation  duly
organized,  validly  existing  and in good  standing  under the laws of  Israel.
Organitech has full corporate  power and corporate  authority,  and all material
governmental permits, licenses and consents, to carry on the businesses in which
it is engaged and to own and use the properties owned and used by it. Organitech
does not own any equity interest in any corporation or other entity.  Organitech
has the power and  authority to own its property and to carry on its business as
presently conducted, and Organitech has the right, power, authority and capacity
to enter  into and  perform  this  Agreement  and to carry out the  transactions
contemplated hereby.  Organitech has the right, power, authority and capacity to
enter into any  agreements  contemplated  hereby and to perform its  obligations
hereunder.  Correct  and  complete  copies of the  [Memorandum  and  Articles of
Association  ("Incorporation  Documents").]  of Organitech,  as amended to date,
have been previously delivered to Incubate.


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     4.2.  No  Violation.  Organitech  represents  that  Organitech  is  not  in
violation of any term of its Incorporation Documents, as amended to date, or any
agreement,  instrument,  judgment,  decree, order, statute, rule or governmental
regulation applicable to it.

     4.3.  Restrictions.  Each  of the  Organitech  Shareholders,  in his or its
capacity  as a  shareholder  of  Organitech,  hereby  declares,  represents  and
warrants that any  restrictions on the sale and transfer of the Organitech Group
Shares have been duly observed and that this Agreement is full evidence thereof.

     4.4.  Authorization  . Organitech and each of the  Organitech  Shareholders
represent that this Agreement  constitutes  the valid and binding  obligation of
the Organitech Shareholders and Organitech,  enforceable against each of them in
accordance  with its terms.  The  execution,  delivery and  performance  of this
Agreement  has  been  duly  authorized  by all  necessary  corporate  action  of
Organitech,  and by all necessary  corporate  actions on the part of each of the
Organitech Shareholders.

     4.5.  Capitalization  of Organitech . Organitech and each of the Organitech
Shareholders  represent  that:   Organitech's   authorized  capital  stock  (the
"Organitech  Shares")  consists of 3,000,000 shares of Ordinary Shares, of which
97,143 shares are issued and outstanding and owned of record and beneficially by
the Organitech  Shareholders  in the respective  amounts listed on Schedule 4.5,
and 500,000 Preferred Shares, of which 12,460 are issued and outstanding and, to
the knowledge of Organitech,  owned  beneficially  and as of record by Incubate.
The Organitech Shares have been validly issued, fully paid and nonassessable and
none of the Organitech Shares have been issued in violation of any preemptive or
similar right.  Except for the Organitech Shares, the warrants held by Incubate,
and the employee stock options, Organitech has issued no other shares of capital
stock, there are no outstanding warrants, options or other rights,  commitments,
agreements or  understandings to purchase or acquire any shares of capital stock
or other equity  securities of  Organitech,  and there are no  outstanding  debt
securities of the  Organitech  convertible  into equity  securities or otherwise
containing equity  provisions.  [Except as set forth in Schedule 4.5,] there are
no restrictions on the transfer of Organitech's  capital stock to Incubate other
than those  arising  from  applicable  securities  laws and the Chief  Scientist
Office.

     4.6. Each of the Organitech  Shareholders represent that he has not entered
into or granted any outstanding warrants,  options,  commitments,  agreements or
understandings   with  any  person  or  entity  (except  for  the   transactions
contemplated by this Agreement) to sell, transfer or otherwise dispose of any of
the Organitech Group Shares.

     4.7. The Founding Organitech  Shareholders represent that Organitech is not
under any obligation whatsoever to issue any further shares or debentures and no
resolution to that effect has been passed in respect of  Organitech,  other than
to its employees  under stock option plans which at the time of Closing shall be
exchanged for options of Incubate.

     4.8.  Title to  Shares . The  Organitech  Shareholders  represent  that the
Organitech  Shareholders  have  good and  valid  title to the  Organitech  Group
Shares, free and clear of all Liens [(except for any Liens disclosed on Schedule
4.8, each of which Liens will be discharged at the  Closing)].  Upon delivery of
the Organitech Group Shares to Incubate and receipt in exchange therefore of the
Incubate Exchange Shares pursuant hereto, good and valid title to the Organitech
Group Shares, free and clear of all Liens, will pass to Incubate.

     4.9.  Subsidiaries;  Investments  in Other  Entities .  Organitech  and the
Founding  Organitech  Shareholders  represent  that  Organitech has no direct or
indirect  investments  in, and is not a party to any  agreement,  commitment  or
understanding  requiring  Organitech to purchase or acquire any interest in, the
equity of any  corporation,  trust,  partnership  or  business  entity,  or debt
securities  convertible  into such  securities  or otherwise  containing  equity
provisions.

     4.10. No Conflicts; Absence of Restrictions . Organitech and the Organitech
Shareholders represent that except for third parties' consents which


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will be obtained prior to Closing,  the execution,  delivery and  performance of
this  Agreement  by the  Organitech  Shareholders  and  Organitech  will not (i)
contravene  any provision of the  Organitech's  [Incorporation  Documents,  (ii)
result in a breach of, or  constitute a default  under,  any  agreement or other
document to which the  Organitech  Shareholders  or  Organitech is a party or by
which the Organitech  Shareholders or Organitech is bound, or any decree,  order
or rule of any domestic or foreign court or governmental agency or any provision
of applicable law which is binding on the Organitech  Shareholders or Organitech
or on any of the  Organitech  Group  Shares,  or (iii) result in the creation or
imposition of any mortgage,  Lien,  assessment,  or restriction of any nature on
any of the  Organitech  Group  Shares or give to others any  interest  or rights
therein  or  create  in any  third  party  the  right to  modify,  terminate  or
accelerate  (or to make a claim for  damages in respect  of) any  instrument  or
contract to which the  Organitech  Shareholders  or  Organitech is a party or by
which the Organitech Shareholders or Organitech is bound.

     4.11.  Government and Third-Party Approvals . Organitech and the Organitech
Shareholders  represent  that  [except for the  approval by the Chief  Scientist
Office or as listed on Schedule 4.11 attached  hereto,] no consent by,  approval
or  authorization  of  or  filing,   registration  or  qualification   with  any
Governmental  Entity, or any corporation,  person or other entity (including any
party  to  any  contract  or  agreement  with  the  Organitech  Shareholders  or
Organitech) is required (i) for the execution,  delivery and performance of this
Agreement by the Organitech Shareholders and Organitech, (ii) in connection with
the consummation of the transactions  contemplated  hereby and thereby by either
the Organitech Shareholders or Organitech, or (iii) in order to vest in Incubate
good and marketable  title in and to all of the Organitech Group Shares upon the
Closing.

     4.12. Title to Assets;  Adequacy of Assets . Organitech  represents that it
has good and marketable title to its properties and assets,  whether tangible or
intangible,  and whether  consisting  of real or personal  property,  including,
without  limitation  copyrights,  patents,  trademarks and other intangibles (if
any)  which it  purports  to own,  as well as all of the  properties  and assets
reflected in the FY 1999  Organitech  Balance Sheet and those acquired since the
date thereof  (except in each case for  properties  and assets sold or otherwise
disposed of in the ordinary  course of business  consistent  with past  practice
since the date  thereof).  On the Closing  Date,  Organitech  will have good and
marketable  title to its  properties  and assets  reflected  in the Closing Date
Balance  Sheet.  Except as set  forth on  Schedule  4.12,  no  property  used by
Organitech  in  connection  with  the  Business  is  located  other  than in the
possession of Organitech. All leases of personal property to which Organitech is
a party,  are fully  effective and afford  Organitech  peaceful and  undisturbed
possession of the subject matter of the lease.

     4.13.  Cash Accounts . Organitech  represents that Schedule 4.13 lists each
bank and mutual fund account and safe deposit box of Organitech  and each person
authorized  to sign  checks or  withdraw  funds from such  accounts  and to have
access to such safe deposit boxes.

     4.14. [Reserved]

     4.15. [Reserved].

     4.16. [Reserved]

     4.17. Intellectual Property and Information . Organitech and the Organitech
Shareholders  represents  that no  claim is  pending  or,  to  their  knowledge,
threatened  to the  effect  that:  (i) the  present  or past  operations  of the
Business  infringe upon or conflict with the asserted rights of any other person
in respect of any Intellectual Property and Information or (ii) any Intellectual
Property and Information is invalid or unenforceable.

     4.18.  No  Infringement.  Organitech  represents  that  to the  best of its
knowledge (without conducting a patent search), none of the patents, trademarks,
trade names,  service  marks,  copyrights,  computer  programs or trade  secrets
included  within the  Intellectual  Property  and  Information  infringes on the
rights of third parties.


<PAGE>



     4.19. [Reserved].

     4.20. Organitech Financial Statements .

     4.20.1. Incubate acknowledges that Organitech is a start-up company and has
therefore no significant reportable financial information. Organitech shall have
delivered to Incubate at or prior to Closing a balance  sheet and a statement of
income and retained  earnings  and  statement of cash flow as of the most recent
completed  quarter  (referred  to  collectively  as  the  "Organitech  Financial
Statements").

     4.20.2.  Organitech  and Hessel  represent  that the  Organitech  Financial
Statements  shall fairly present the financial  condition and the results of the
operations  Organitech  as at the  date  thereof  and for the  periods  reported
therein.

     4.20.3.  To the  knowledge  of  Organitech  and Hessel,  Organitech  has no
Liabilities  except as reflected in the Organitech  Financial  Statements or any
Liabilities  which arose after the date of the Agreement in the ordinary  course
of business of Organitech and in compliance with the covenants and agreements of
Organitech herein contained.

     4.21.  Affiliated  Relationships . Organitech  represents that all services
rendered  and  all  goods  sold  by (i)  Organitech  to  any  of the  Organitech
Shareholders or any Affiliate(s) of the Organitech Shareholders,  or (ii) by any
of  the  Organitech   Shareholders   or  any   Affiliate(s)  of  the  Organitech
Shareholders to Organitech,  have been recorded in the accounts of Organitech at
their full value as if they were transferred in arm's length transactions.

     4.22.  Permits and  Approvals .  Organitech  represents  that Schedule 4.22
contains a true and correct  description  of all licenses,  permits,  approvals,
authorizations, consents and registrations issued in favor of Organitech, all of
which are in full force and effect and the Business is currently  being operated
in compliance in all material respects with the terms of each of the foregoing.

     4.23.  Compliance with Law . Organitech represents that except as disclosed
in Schedule 4.23,  Organitech  has complied in all material  respects with each,
and  are not in  violation  of  any,  law,  ordinance  or  governmental  rule or
regulation to which  Organitech  is subject and has not failed to obtain,  or to
adhere in all material  respects to the requirements of, any license,  permit or
authorization  necessary to the  ownership of its assets or the operation of the
Business.

     4.24. [Reserved]

     4.25. Litigation . Organitech  represents that no litigation,  arbitration,
investigation  or  other  proceeding  of or  before  any  court,  arbitrator  or
governmental  or  regulatory  official,  body or authority is pending or, to the
knowledge of  Organitech,  threatened  against  Organitech  or the  transactions
contemplated by this Agreement, and Organitech has no knowledge of any basis for
any such litigation, arbitration, investigation or proceeding. Organitech is not
a  party  to or  subject  to  the  provisions  of  any  judgment,  order,  writ,
injunction,  decree  or  award  of any  court,  arbitrator  or  governmental  or
regulatory official, body or authority.

     4.26.  Conduct of Business . Organitech  represents  that since the date of
the Organitech Financial Statement,  the Business has been conducted only in the
ordinary course and in a manner consistent with past practices.

     4.27. [Reserved] .

     4.28. Contracts, Leases, Etc.


<PAGE>



Organitech  represents  that [except as listed and described on Schedule 4.28 or
any other Schedule  attached  hereto,]  Organitech is not a party to any written
Contracts of the type described below:

     4.28.1.  agreement or  commitment  with any current or former  shareholder,
director, or officer, or any of their Affiliates;

     4.28.2.  agreement or commitment  to sell or supply  products or to perform
services which obligates  Organitech to sell products or perform  services which
involves in any one case  $[10,000]  which is not cancelable on thirty (30) days
notice or less without penalty;

     4.28.3.  ease under which Organitech is either lessor or lessee of personal
property requiring annual lease payments  (including rent and any other charges)
in excess of  $[10,000],  and any lease under which  Organitech is the lessor of
real property;

     4.28.4. note,  debenture,  mortgage,  pledge,  charge,  security agreement,
bond,  conditional sale agreement,  equipment trust agreement,  letter of credit
agreement,  loan  agreement or other  contract or  commitment  for  borrowing or
lending of money  (including,  without  limitation,  loans to or from current or
former  officers,  directors,  shareholders or any member of their  Affiliates),
agreement  or  arrangements  for a  line  of  credit  or  guarantee,  pledge  or
undertaking of the indebtedness of any other person;

     4.28.5.  agreement,  contract or commitment for any capital  expenditure in
excess of $[10,000];

     4.28.6.  agreement,  contract or commitment limiting or restraining it from
engaging or competing in any lines of business with any person;

     4.28.7.  license,  franchise,  distributorship  or other similar agreement,
including  those  which  relate  in whole or in part to any  patent,  trademark,
tradename,  service mark or copyright or to any ideas,  technical  assistance or
other know-how of or used by it in the operation of its Business;

     4.28.8.  power of attorney  granted by Organitech in favor of any person or
entity;

     4.28.9.  other agreement  requiring  payments or other  consideration by or
from Organitech in excess of $[10,000] during the remainder of its term; or

     4.28.10.  licensing arrangements,  joint ventures and royalty and franchise
agreements.

     4.28.11.  Organitech, and to the knowledge of Organitech, the other parties
thereto, are in compliance with the provisions of each of the Contracts; neither
Organitech  nor,  to the  knowledge  of  Organitech,  any of the  other  parties
thereto,  are in default in the  performance,  observance or  fulfillment of any
obligation,  covenant or condition contained therein;  and no event has occurred
which with or  without  the  giving of notice or lapse of time,  or both,  would
constitute a default thereunder by Organitech, and any other party.

     4.29. [Reserved].

     4.30.  Tax Audit and Returns . Organitech  represents  that  Organitech has
duly and timely  filed all Tax  Returns  and has paid all Taxes  shown  thereon.
Organitech has made  sufficient  provision for the payment of all Taxes required
to be accrued  which are not yet payable as of the Closing.  The Tax Returns are
true, complete and correct in all respects.  No deficiency in the payment of any
Taxes for any period to the date hereof has been assessed against the Organitech
by any taxing authority which has not been discharged in full.


<PAGE>



     4.31. [Reserved] .

     4.32. [Reserved] .

     4.33. [Reserved] .

     4.34.  Transactions with Affiliates . Organitech  represents that there are
no contracts,  obligations or  arrangements  between  Organitech and any current
director, officer, shareholder or employee of Organitech or any Affiliate of any
such person  [except for those  identified on Schedule 4.34 or another  Schedule
hereto,  a complete copy of each of which  (including all  amendments)  has been
delivered to Incubate].  [Except as set forth on Schedule  4.34,]  Organitech is
not  indebted  to  any of  the  the  Organitech  Shareholders  or  any of  their
Affiliates.

     4.35. Compensation to Employees, Etc. . Organitech represents that Schedule
4.35 lists each of its Employees. In addition,  Schedule 4.35 lists (i) the base
salary, as currently in effect, for each Employee,  (ii) the bonus arrangements,
if any,  currently in effect for each of such  Employees,  (iii) the  commission
arrangements,  if any,  currently in effect for each of such  Employees and (iv)
the date on which the most recent  salary  increase went into effect for each of
such  Employees  and the amount of each such  increase.  There are no  Contracts
(including,  without  limitation,  collective  bargaining  agreements)  with any
officer,  director,  employee or independent contractor of the Company or any of
its  Subsidiaries[,  except as set forth on Schedule 4.35]. There are no pension
plans or profit  sharing plans,  commission  agreements,  bonus,  stock options,
other plans,  agreements or  arrangements  providing for any officer,  director,
employee or independent contractor of the Organitech to receive any remuneration
or other benefit[,  except as set forth on Schedule 4.35].  There is not pending
or, to the  knowledge  of  Organitech  ,  threatened  any labor  dispute or work
stoppage  involving any employee or independent  contractor of, or affecting the
Business,  or any  obligation to continue the employment or engagement of any of
the  officers,  directors or employees  of  Organitech[,  except as set forth on
Schedule 4.35].

     4.36. [Reserved].

     4.37. [Reserved].

     4.38. Investment  Representation . Each Organitech  Shareholder  represents
and warrants to and for the benefit of Incubate as follows:

     4.38.1.  He or it is acquiring the Incubate  Exchange Shares  hereunder for
its own account,  for investment and not with a view to the distribution thereof
within the meaning of the Securities Act;

     4.38.2.  He or it, together with his or its financial  advisors,  have such
knowledge and  experience in business and financial  matters so as to enable him
or it to  understand  and  evaluate  the risks of his or its  investment  in the
Incubate  Exchange  Shares  and to  form an  investment  decision  with  respect
thereto.

     4.38.3. He or it understands that Incubate is not obligated to register the
Shares under the Securities Act and, accordingly,  that the Shares to be sold to
him or it  hereunder  may have to be held  indefinitely  by him or it  unless so
registered under the Securities Act or unless an exemption from the registration
provisions of the Securities Act is available.

     4.38.4.  He or  it,  together  with  his  or its  attorneys  and  financial
advisers,  have been afforded the  opportunity  during the course of negotiating
the  transactions  contemplated  by  this  Agreement  (i) to  review,  and  have
reviewed, such documents and written materials related to Incubate, its business
and  operations,  and (ii) to ask, and have asked,  questions  of, and to secure
such information from,  Incubate and its respective officers and directors as he
or it deems  necessary  to evaluate  the merits and risks of entering  into this
Agreement and receiving the Incubate Exchange Shares in connection herewith.


<PAGE>



     4.39.  Corporate  Records . Organitech  represents that the corporate books
and records of the Organitech have been maintained in accordance with applicable
law, and fairly record and reflect all  transactions  material to the operations
of Organitech.

     4.40. Statements and Other Documents Not Misleading . Organitech represents
that neither this Agreement,  including all schedules and exhibits  hereto,  nor
any other  financial  statement,  document  or other  instrument  heretofore  or
hereafter furnished by Organitech or the Organitech  Shareholders to Incubate in
connection with the  transactions  contemplated  hereby contains or will contain
any untrue  statement  of any  material  fact or omits or will omit to state any
material fact required to be stated in order to make such statement, document or
other instrument not misleading.

     4.41. Statements True. Each of the Organitech Shareholders represents as to
himself or itself that no  financial  statement,  document  or other  instrument
heretofore  or  hereafter  furnished  by each  such  Organitech  Shareholder  to
Incubate  authorizing  the  transactions  contemplated  hereby  contains or will
contain any untrue statement of any material fact or omits or will omit to state
any  material  fact  required  to be  stated  in order to make  such  statement,
document or other instrument not misleading.

     4.42.  Outside  Organitech  Shareholders.  Anything set forth herein to the
contrary  notwithstanding,  the Outside  Organitech  Shareholders  have not, and
shall not be deemed to have, made any representations, warranties, statements or
covenants   whatsoever  to  any  other  party  hereto  in  connection  with  the
transactions  contemplated  hereby,  except for the representations set forth in
Sections  4.4 and 4.6  above  (which  representations  shall be  severally  with
respect to each  respective  shareholder's  shares)  and their sole and  limited
obligation  hereunder  shall  be  to  transfer  at  Closing  to  Incubate  their
respective  shares in Organitech in exchange for the issuance to each of them of
the Incubate Exchange Shares as contemplated herein.

5.       REPRESENTATIONS AND WARRANTIES RESPECTING INCUBATE

                  Incubate   and   Perelstein    hereby   make   the   following
representations  and warranties to Organitech  and the Organitech  Shareholders,
each of which shall  survive the  Closing  and expire  only in  accordance  with
Section 9.4 hereof:

         5.1. Organization, Power and Authority . Incubate is a corporation duly
formed,  validly  existing and in good  standing  under the laws of the State of
Colorado.  Incubate is not qualified to do business as a foreign  corporation in
any jurisdiction other than the State of Florida,  and such qualification is not
presently required.  Incubate has full corporate power and corporate  authority,
and all material  government  permits,  licenses and  consents,  to carry on the
business in which it is engaged and to own and use the properties owned and used
by it. At Closing,  Incubate will not own any equity interest in any corporation
or other entity other than Organitech.

         5.2. Due  Authorization  . The execution and delivery of this Agreement
by Incubate and performance of the obligations of Incubate  contemplated  hereby
have  been  duly and  validly  authorized  by all  necessary  corporate  action.
Incubate  has the right,  power and  authority  to enter into and  perform  this
Agreement  and any other  agreements  contemplated  hereby,  and this  Agreement
constitutes the valid and binding  obligations of Incubate,  enforceable against
Incubate in accordance with its terms.

         5.3. Issuance of Shares.  Each of the Incubate Exchange Shares are duly
authorized  and, upon issuance in accordance  with the terms of this  Agreement,
will be  validly  issued,  fully  paid and  nonassessable,  free from all taxes,
liens, claims,  encumbrances and charges with respect to the issue thereof, will
not be subject to preemptive  rights or other similar rights of  shareholders of
Incubate,  and will not impose  personal  liability on the holders  thereof.  No
further  approval or authority of the  shareholders or the Board of Directors of
Incubate is required for issuance and transfer of the Incubate  Exchange  Shares
as  contemplated  in this  Agreement.  Subject to the accuracy of the Organitech
Shareholders' representations and warranties in Section 4 of this Agreement, the
issuance and transfer of the Incubate  Exchange  Shares in  conformity  with the
terms of this Agreement  constitute  transactions  exempt from the  registration
requirements of Section 5 of the Securities Act.


<PAGE>



         5.4.  Capitalization  of  Incubate.  The  authorized  capital  stock of
Incubate consists of (a) 800,000,000 shares of common stock, of no par value per
share,  of which only  4,500,000  will be issued and  outstanding at Closing(the
"Incubate  Shares") and (b) 100,000,000  shares of preferred stock none of which
are issued.  The  Incubate  Shares  have been  validly  issued,  are fully paid,
nonassessable,  free of Liens,  options,  restrictions  and  legal or  equitable
rights  of  others  not a party  to this  Agreement  and  have  been  issued  in
compliance  with all federal and state  securities  laws.  None of the  Incubate
Shares have been issued in violation of any preemptive or similar right.  Except
for the Incubate  Shares,  Incubate has issued no other shares of capital stock,
there  are no  outstanding  warrants,  options  or  other  rights,  commitments,
agreements or  understandings to purchase or acquire any shares of capital stock
or other  equity  securities  of  Incubate,  and there are no  outstanding  debt
securities  of  Incubate   convertible  into  equity   securities  or  otherwise
containing  equity  provisions.  Incubate has not reserved any of its authorized
shares of  capital  stock for any  purpose.  There  are no  restrictions  on the
transfer of  Incubate's  capital stock other than those arising from federal and
state  securities  laws,  and (b) except  for this  Agreement,  Incubate  has no
understandings  or agreements  with any person or entity  respecting  Incubate's
capital stock or other  securities of the Incubate.  Except as  contemplated  by
this  Agreement,  Incubate is not under any  obligation  whatsoever to issue any
further shares or debentures and no resolution to that effect has been passed in
respect  of  Incubate.   Immediately  following  the  Closing,   there  will  be
______________  shares of common stock issued and outstanding,  the ownership of
which is set  forth in  Schedule  5.4.  [4.5M  shares  to  pre-closing  Incubate
shareholders,  7.5M shares to  Organitech  Shareholders,  and 1M to employees of
Organitech  under their stock options] All of the  shareholders of Incubate have
valid  title to such  shares  and  acquired  their  Incubate  shares in a lawful
transaction  and in full  compliance  with  all  federal  laws  and  state  laws
(including the respective  securities  laws).  None of Incubate's issued shares,
except for shares owned by the Incubate Public Shareholders, are or shall become
tradable prior to May of 2001.

         5.5.  Subsidiaries;  Investments  in Other  Entities.  Except for those
ownership interests expressly identified in Schedule 5.5, Incubate has no direct
or indirect  investments in, and is not a party to any agreement,  commitment or
understanding  requiring  Incubate to purchase or acquire any  interest  in, the
equity of any  corporation,  trust,  partnership  or  business  entity,  or debt
securities  convertible  into such  securities  or otherwise  containing  equity
provisions.  At Closing,  Incubate  shall have no  subsidiaries  or interests in
entities other than Organitech.

         5.6. No Conflicts; Absence of Restrictions. The execution, delivery and
performance  of this  Agreement  by the  Incubate  will not (i)  contravene  any
provision of Incubate's  Articles of Incorporation  or Bylaws,  (ii) result in a
breach of, or constitute a default  under,  any  agreement or other  document to
which Incubate is a party or by which Incubate is bound, or any decree, order or
rule of any domestic or foreign court or governmental agency or any provision of
applicable  law which is binding on Incubate or on any of the Incubate  Exchange
Shares  or any of  Incubate's  assets,  or  (iii)  result  in  the  creation  or
imposition of any mortgage,  Lien,  assessment,  or restriction of any nature on
any of the  Incubate  Exchange  Shares  or any of  Incubate's  assets or give to
others any interest or rights  therein or create in any third party the right to
modify,  terminate or accelerate  (or to make a claim for damages in respect of)
any  instrument or contract to which Incubate is a party or by which Incubate is
bound.
         Incubate  is not in  violation  of its  Articles  of  Incorporation  or
Bylaws,  and Incubate is not in default  (and no event has  occurred  which with
notice  or lapse of time or both  could  put  Incubate  in  default)  under  any
agreement,  indenture or instrument to which Incubate is a party or by which any
property or assets of Incubate are bound or affected. Incubate is not conducting
its  business  in  violation  of  any  law,   ordinance  or  regulation  of  any
Governmental Entity.  Except as specifically  contemplated by this Agreement and
as required under the Securities Act and any applicable state securities laws or
any  listing  agreement  with any  securities  exchange or  automated  quotation
system,  Incubate is not required to obtain any consent,  authorization or order
of, or make any filing or registration with, any court or governmental agency or
any regulatory or self-regulatory agency in order for it to execute,  deliver or
perform any of its obligations under this Agreement in accordance with the terms
hereof, or to issue and transfer the Incubate Exchange Shares in accordance with
the terms  hereof.  In the case of the  issuance  and  transfer of the  Incubate
Exchange Shares, all consents, authorizations, orders, filings and registrations
which  Incubate is required to obtain  pursuant to the  preceding  sentence have
been obtained or effected on or prior to the date hereof.


<PAGE>



         5.7. Title to Properties and Assets;  Liens, etc. Incubate has good and
marketable  title to its  properties  and  assets,  in each case  subject  to no
mortgage,  Lien or lease,  other than the lien of current  taxes not yet due and
payable.  At Closing,  the only assets of Incubate shall be Cash in an amount no
less than [$3,000,000] and shares in Organitech.

         5.8.  Incubate   Financial   Statements.   Incubate  has  delivered  to
Organitech  audited  consolidated  financial  statements of Incubate  (including
balance sheet and profit and loss statement) for the periods ended [December 31,
1998,  1999  and June 30,  2000  YTD]  (collectively,  the  "Incubate  Financial
Statements"). The Incubate Financial Statements have been prepared in accordance
with GAAP.  The  Incubate  Financial  Statements  fairly  present the  financial
condition  and  operating  results  of  Incubate  as of the  dates,  and for the
periods,  indicated  therein.  Except  as set  forth in the  Incubate  Financial
Statements, Incubate has no material liabilities, contingent or otherwise, other
than (i) liabilities  incurred in the ordinary course of business  subsequent to
[June 30, 2000] and (ii) obligations under contracts and commitments incurred in
the ordinary  course of business and not required  under GAAP to be reflected in
the Incubate Financial Statements,  which, in both cases, individually or in the
aggregate  are not material to the financial  condition or operating  results of
Incubate. Except as disclosed in the Incubate Financial Statements,  Incubate is
not a guarantor or indemnitor of any  indebtedness of any other person,  firm or
corporation.

     5.9.  Absence of Certain  Changes.  Since June 30, 2000, there has not been
(a) any material  adverse  change in or affecting  the  condition,  financial or
otherwise,  or in the earnings or assets of Incubate,  whether or not arising in
the ordinary course of business,  (b) any transactions entered into by Incubate,
other than those in the  ordinary  course of business,  which are material  with
respect to Incubate, (c) any dividend or distribution of any kind declared, paid
or made on the capital stock of Incubate,  or (d) any loss or damage (whether or
not insured) to the physical property or assets of Incubate which has a material
adverse effect.

     5.10.  Material  Contracts  and  Commitments.   Neither  Incubate,  nor  to
Incubate's  knowledge,  any third  party,  is in  default  under  any  contract,
agreement or instrument to which Incubate is a party.

     5.11. Employees.  Incubate does not have, and at Closing will not have, any
employee.  No prior  employee  of  Incubate  has any  claim  whatsoever  against
Incubate arising out of such employment.

     5.12. Governmental Consent, etc. No consent,  approval or authorization of,
or designation,  declaration or filing with, any  governmental  authority on the
part of Incubate is required in connection with the valid execution and delivery
of this  Agreement or the  consummation  of any other  transaction  contemplated
hereby,  except (a)  qualification (or taking such action as may be necessary to
secure an  exemption  from  qualification,  if  available)  of the  issuance and
transfer of the Incubate  Exchange  Shares under the  applicable  Blue Sky laws,
which filing and  qualification,  if required,  will be accomplished in a timely
manner  prior the Closing  [Form D?].  Incubate  has all  governmental  permits,
business  and other  approvals  necessary to conduct  business as currently  and
proposed to be conducted.

     5.13.  Disclosure.  This Agreement and the Schedules attached hereto,  when
taken  together,  do not contain and will not contain any untrue  statement of a
material fact or omit to state a material fact  necessary to make the statements
made  herein,  in light of the  circumstances  under  which  they  were made not
misleading.

     5.14.  Absence of Liabilities . Incubate has no  Liabilities  except as set
forth on  Schedule  5.14  hereto,  all of which are  reflected  in the  Incubate
Financial Statements.

     5.15.  Affiliated  Relationships . All services rendered and all goods sold
by Incubate to any of its directors, officers, shareholders, or any Affiliate(s)
of the  foregoing,  have been recorded in the accounts of Incubate at their full
value as if they were  transferred  in arm's  length  transactions.  At Closing,
there shall be no outstanding  agreement between Incubate,  on the one hand, and
any  other  person,  on  the  other  hand,   including  without  limitation  any
employment,  consulting, warrant, option, registration right or preemptive right
agreement  [except  for the  written  agreement  entered  into prior to the date
hereof and specifically  identified on Schedule 5.15 attached  hereto].  Without
limiting the generality of the foregoing , the shareholders of


<PAGE>



Incubate have no claims or right of action whatsoever  against or from Incubate,
either as directors, officers,  shareholders,  investors, employees or otherwise
and any right that may have accrued to any of the  shareholders  of Incubate (in
whatever capacity),  whether at law, in equity or pursuant to any agreement, has
been (or will be) fully satisfied or waived in writing ,prior to Closing.

         5.16. Real Property,  Environmental  and Safety Laws.  Incubate owns no
real property.  Incubate is not in violation of any applicable  statute,  law or
regulation relating to the environment or occupational health and safety, and no
material  expenditures  are or will be required in order to comply with any such
existing statute, law or regulation.

         5.17.  No Conflict of Interest;  Guarantees.  Incubate is not indebted,
directly or indirectly,  or committed to make loans or extend credit,  to any of
its  shareholders,  officers or  directors  or to any member of their  immediate
family, in any amount whatsoever.  None of Incubate's shareholders,  officers or
directors,  or any  members  of  their  immediate  families,  are,  directly  or
indirectly,  indebted  to  Incubate  or have any  direct or  indirect  ownership
interest in any firm or  corporation  with which  Incubate in affiliated or with
which Incubate has a business  relationship,  or any firm or  corporation  which
competes with Incubate. None of Incubate's  shareholders,  officers or directors
or any members of their immediate families are directly or indirectly interested
in  any  material  contract  with  Incubate.  Incubate  is  not a  guarantor  or
indemnitor of any indebtedness of any other person, firm or corporation.

         5.18. No Conflicts;  Absence of Restrictions.  The execution,  delivery
and  performance  of this  Agreement  by Incubate  will not (i)  contravene  any
provision of the Incubate's  Articles of Incorporation or Bylaws, (ii) result in
a breach of, or constitute a default  under,  any agreement or other document to
which Incubate is a party or by which Incubate is bound, or any decree, order or
rule of any domestic or foreign court or governmental agency or any provision of
applicable  law which is binding on Incubate or on any of the Incubate  Exchange
Shares  or any of  Incubate's  assets,  or  (iii)  result  in  the  creation  or
imposition of any mortgage,  Lien,  assessment,  or restriction of any nature on
any of the  Incubate  Exchange  Shares  or any of  Incubate's  assets or give to
others any interest or rights  therein or create in any third party the right to
modify,  terminate or accelerate  (or to make a claim for damages in respect of)
any  instrument or contract to which Incubate is a party or by which Incubate is
bound.

     5.19. No Violations.

     5.19.1.  Incubate is not in violation of its Articles of  Incorporation  or
Bylaws,  and Incubate is not in default  (and no event has  occurred  which with
notice  or lapse of time or both  could  put  Incubate  in  default)  under  any
agreement,  indenture or instrument to which Incubate is a party or by which any
property or assets of Incubate are bound or affected.

     5.19.2.  Incubate is not  conducting  its business in violation of any law,
ordinance or regulation of any Governmental Entity.

     5.19.3.  Except  as  specifically  contemplated  by this  Agreement  and as
required under the Securities Act and any applicable  state  securities  laws or
any  listing  agreement  with any  securities  exchange or  automated  quotation
system,  Incubate is not required to obtain any consent,  authorization or order
of, or make any filing or registration with, any court or governmental agency or
any regulatory or self-regulatory agency in order for it to execute,  deliver or
perform any of its obligations under this Agreement in accordance with the terms
hereof, or to issue and transfer the Incubate Exchange Shares in accordance with
the terms  hereof.  In the case of the  issuance  and  transfer of the  Incubate
Exchange Shares, all consents, authorizations, orders, filings and registrations
which  Incubate is required to obtain  pursuant to the  preceding  sentence have
been obtained or effected on or prior to the date hereof.

     5.20.  Title to Properties and Assets;  Liens,  etc.  Incubate has good and
marketable  title to its  properties  and  assets,  in each case  subject  to no
mortgage, Lien or lease.


<PAGE>



         5.21.             [Reserved].

         5.22.             [Reserved].

         5.23.             [Reserved]

         5.24.             [Reserved]

         5.25.             [Reserved]

         5.26.             [Reserved]

     5.27.  Tax Audit and Returns . Incubate  has duly and timely  filed all Tax
Returns  and has paid all Taxes  shown  thereon.  Incubate  has made  sufficient
provision for the payment of all Taxes  required to be accrued which are not yet
payable as of the Closing. The Tax Returns are true, complete and correct in all
respects.  No  deficiency in the payment of any Taxes for any period to the date
hereof has been assessed  against the Incubate by any taxing authority which has
not been discharged in full.

     5.28.  Litigation  . No  litigation,  arbitration,  investigation  or other
proceeding before any court,  arbitrator or governmental or regulatory official,
body or  authority is pending or  threatened  against  Incubate  relating to, or
impairing  Incubate's ability to perform its obligations under, the transactions
contemplated by this Agreement, and Incubate does not know of any basis for such
litigation, arbitration, investigation or proceeding. Incubate is not in default
with  respect  to any  judgment,  order or decree  of any court or  governmental
agency or instrumentality.

     5.29.  Transfer Tax. On the Closing Date, all stock transfer or other taxes
(other than income taxes) which are required to be paid in  connection  with the
issuance and transfer to the Organitech  Shareholders  of the Incubate  Exchange
Shares will be, or will have been, fully paid provided for by Incubate.

         5.30. Commission . Neither Incubate nor anyone acting on its behalf has
made any agreement or taken any action which may cause anyone  claiming  through
Incubate to become  entitled to a commission  as a result of the purchase of the
Shares  and  the  consummation  of  the  other  transactions  pursuant  to  this
Agreement.

     5.31.   Financial  Ability  .  Incubate  has  the  financial  resources  to
consummate the transactions contemplated hereby.  Performance by Incubate of its
obligations  at  Closing  is not  contingent  on  Incubate's  obtaining  outside
funding.

     5.32.  Investment  Representation  of  Incubate . Incubate  represents  and
warrants to and for the benefit of the Organitech Shareholders and Organitech as
follows:

                  5.32.1.  It is acquiring the Organitech Group Shares hereunder
for its own  account,  for  investment  and not with a view to the  distribution
thereof within the meaning of the Securities Act of 1933 (the "Securities Act").

                  5.32.2.  It, together with its financial  advisors,  have such
knowledge and experience in business and financial matters so as to enable it to
understand  and evaluate the risks of its  investment  in the  Organitech  Group
Shares and to form an investment decision with respect thereto.

                  5.32.3.  It  understands  that  neither   Organitech  nor  the
Organitech  Shareholders  are obligated to register the Organitech  Group Shares
under the Securities Act or any other securities act and, accordingly,  that the
Organitech  Group  Shares  to be  sold  to it  hereunder  may  have  to be  held
indefinitely  by it unless so registered  under  applicable  securities  laws or
unless an exemption from the registration is available.


<PAGE>



                  5.32.4.   It,   together  with  its  attorneys  and  financial
advisers,  have been afforded the  opportunity  during the course of negotiating
the  transactions  contemplated  by  this  Agreement  (i) to  review,  and  have
reviewed,  such  documents  and written  materials  related to  Organitech,  its
business and operations,  and (ii) to ask, and have asked,  questions of, and to
secure such information from, the Organitech Shareholders and Organitech and its
respective  officers and directors as it deems  necessary to evaluate the merits
and risks of entering into this  Agreement and  receiving the  Organitech  Group
Shares in connection herewith.

                  5.32.5.  The  Outside  Organitech  Shareholders  have  made no
representations to Incubate regarding Organitech, and Incubate has not relied on
any information it may have received from or on behalf of the Outside Organitech
Shareholders in its exchange of the Incubate  Exchange Shares for the Organitech
Group Shares.

                  5.32.6.   The  Founding   Organitech   Shareholders   made  no
representations  regarding  Organitech  other than those  expressly made by them
herein, and Incubate has not relied on any information it may have received from
or on behalf of the  Founding  Organitech  Shareholders  in its  exchange of the
Incubate Exchange Shares for the Organitech Group Shares.

         5.33.  SEC  Documents,  Financial  Statements.  Incubate  has filed all
reports,  schedules,  forms, statements and other documents required to be filed
by it with the SEC pursuant to the  reporting  requirements  of the Exchange Act
(all of the foregoing  filed prior to the date hereof and all exhibits  included
therein and financial statements and schedules thereto and documents (other than
exhibits)  incorporated by reference therein,  being hereinafter  referred to as
the "SEC  Documents").  Since the Original Date, and to Incubate and Perlstein's
knowledge  also prior to the Original  Date,  all such filings of SEC  Documents
were done timely. Incubate has delivered to the Organitech Shareholders,  or the
Organitech  Shareholders have had access to, true and complete copies of the SEC
Documents,  except for such  exhibits and  incorporated  documents.  As of their
respective  dates, the SEC Documents  complied in all material respects with the
requirements  of the Exchange Act or the Securities Act, as the case may be, and
the rules and  regulations of the SEC promulgated  thereunder  applicable to the
SEC Documents,  and none of the SEC Documents,  at the time they were filed with
the SEC, contained any untrue statement of a material fact or omitted to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading.  As of  their  respective  dates,  the  consolidated  financial
statements of the Company  included in the SEC Documents  complied as to form in
all material respects with applicable accounting  requirements and the published
rules and regulations of the SEC with respect thereto. Such financial statements
have been  prepared  in  accordance  with  U.S.  generally  accepted  accounting
principles, consistently applied, during the periods involved (except (a) as may
be otherwise indicated in such financial statements or the notes thereto, or (b)
in the case of unaudited interim consolidated statements, to the extent they may
not include  footnotes  or may be condensed  or summary  statements)  and fairly
present in all material respects the consolidated financial position of Incubate
as of the dates thereof and the consolidated  results of its operations and cash
flows for the periods then ended (subject,  in the case of unaudited statements,
to normal  year-end  audit  adjustments).  Except as set forth in the  financial
statements  included  in  the  SEC  Documents,   Incubate  has  no  liabilities,
contingent or  otherwise,  other than (x)  liabilities  incurred in the ordinary
course of business  subsequent  to the date of such  financial  statements,  (y)
liabilities  of the  type  not  required  under  generally  accepted  accounting
principles to be reflected in such  financial  statements,  and (z)  obligations
under contracts and commitments not required under generally accepted accounting
principles to be reflected in such financial  statements.  Such  liabilities and
obligations would not, individually or in the aggregate, have a material adverse
effect.

     5.34.  Available Cash.  Immediately  following the Closing,  Incubate shall
have Cash in an amount no less than Three Million U.S.  Dollars  (US$3,000,000).
All of  Incubate's  Cash or any other  assets  of  Incubate  shall be  available
without  restriction  immediately  following  the  Closing for  contribution  to
investment in Organitech.

     5.35. Accounts Receivable. Incubate has no Accounts Receivable.


<PAGE>



         5.36. No Integrated Offering.  All offers and sales of capital stock of
Incubate  before  the date of this  Agreement  were at all  relevant  time  duly
registered under or exempt from the registration  requirements of the Securities
Act and were duly  registered  or subject  to an  available  exemption  from the
registration  requirements of the applicable  state securities or Blue Sky laws.
Neither  Incubate  nor any of its  affiliates,  nor any person  acting on its or
their  behalf,  has  directly  or  indirectly  made any  offers  or sales in any
security or solicited any offers to buy any security  under  circumstances  that
would  require  registration  under the  Securities  Act of the  issuance of the
Incubate  Exchange  Shares to the Organitech  Shareholders.  The issuance of the
Incubate  Exchange Shares to the Organitech  Shareholders will not be integrated
with any other issuance of Incubate's  securities (past,  current or future) for
purposes of the  Securities  Act or any  applicable  rules of any stock exchange
applicable to Incubate.

         5.37. Investment Company Status.  Incubate is not and upon consummation
of the  transfer and  issuance of the  Incubate  Exchange  Shares will not be an
"investment  company," a company  controlled  by an  "investment  company" or an
"affiliated  person"  of, or  "promoter"  or  "principal  underwriter"  for,  an
"investments company" as such terms are defined in the Investment Company Act of
1940, as amended.

         5.38.  Offering  Materials.  Incubate has not taken any action to sell,
offer for sale or solicit  offers to buy any  securities of Incubate which would
bring the issuance and transfer of the Incubate Exchange Shares, as contemplated
by this  Agreement,  within the provisions of Section 5 of the  Securities  Act,
unless such offer,  issuance  or sale was or shall be within the  exemptions  of
Section 4 of the Securities Act.

         5.39. OTCBB  Compliance.  Incubate's common stock, with no par value is
registered  pursuant to Section  12(g) of the  Exchange Act and is quoted on the
OTC  Electronic  Bulletin  Board  ("OTCBB").  The  Company  has  taken no action
designed to terminate the  registration  of such common stock under the Exchange
Act or to terminate its  registration  from quotation on the OTCBB.  Incubate is
not aware of, and has not  received  any  notice  of, any  efforts or actions to
terminate  the  registration  of such common  stock under the Exchange Act or to
terminate its registration from quotation on the OTCBB.

         5.40. No Power to Bind.  Schedule  5.40 attached  hereto sets forth the
names of all  persons  who had either  express  or  apparent  authority  to bind
Incubate at any time since the  Original  Date.  As of the date hereof and until
Closing, no person other than Perlstein shall have, or be granted, any authority
to bind Incubate.

     5.41.  Information  Complete.  Organitech  Shareholders shall have received
prior to Closing  from, or on behalf of,  Incubate all of  Incubate's  books and
records related to Incubate's corporate, financial and business affairs.


<PAGE>



     5.42.  Perlstein's  Obligations.  Perlstein's  liability  with  respect  to
representations  and  warranties  set forth in this Section 5 related to matters
which  occurred  prior to the  Original  Date,  shall be limited to  Perlstein's
knowledge.

     5.43. RISK FACTORS. INCUBATE IS ENTERING INTO THIS TRANSACTION BASED ON ITS
OWN ASSUMPTIONS,  INVESTIGATIONS  AND FORCASTS.  INCUBATE HAS BEEN GIVEN ALL THE
INFORMATION REQUESTED AND DEEMED NECESSARY BY IT, INCLUDING ACCESS TO ORGANITECH
INTELLECTUAL PROPERTY, THE RIGHT TO RECEIVE INFORMATION FROM ORGANITECH'S PATENT
ATTORNEY,  AND THE RIGHT TO OBTAIN AN OPINION FROM ITS OWN INTELLECTUAL PROPERTY
COUNSEL.  INCUBATE IS AWARE THAT  ORGANITECH  IS A START UP COMPANY WHICH MAY OR
MAY NOT ALWAYS  BECOME  SUCCESSFUL.  INCUBATE IS ALSO AWARE THAT THE BUSINESS OF
ORGANITECH  RELATES  TO A  DIFFERENT  APPROACH  TO  PRODUCTION  OF  AGRICULTURAL
PRODUCTS  AND TO  CONSUMERS'  HABITS  WHICH HAVE NOT BEEN  TESTED AND MAY NOT BE
SUCCESSFUL.  ORGANITECH AND THE FOUNDING  ORGANITECH  SHAREHOLDERS  DISCLAIM ANY
EXPRESS OR IMPLIED PROMISE,  REPRESENTATION  AND/OR WARRANTY WITH RESPECT TO THE
FUTURE SUCCESS OF THE TECHNOLOGY  AND/OR PROCESSES USED BY ORGANITECH AND/OR THE
MERCHANTABILITY  OF THE TECHNOLOGY AND/OR THE COMMERCIAL SUCCESS OF ITS PRODUCTS
AND/OR THAT ORGANITECH WILL BE ABLE TO DEVELOP A PRODUCT FREE OF ANY INFRINGMENT
OF THIRD  PARTY  INTELLECTUAL  PROPERTY  RIGHT  AND/OR  THE  SUITABILITY  OF THE
TECHNOLOGY FOR REGULATROY APPROVALS AS MAY BE NECESSARY IN VARIOUS COUNTRIES FOR
THE MANUFACTURE, USE OR SALE OF PRODUCTS.


6.       CERTAIN COVENANTS AND OTHER MATTERS.

         6.1.  Corporate  Examinations and  Investigations By Incubate . Between
the date hereof and the Closing  Date,  Organitech  agrees to cooperate  (and to
cause Organitech and its officers employees,  consultants, agents, attorneys and
accountants to cooperate) fully with Incubate and with its counsel,  accountants
and  representatives  in the  conduct of their Due  Diligence  investigation  of
Organitech  from  legal,  environmental,   insurance,   valuation  and  solvency
perspectives and, in connection with such Due Diligence investigation,  to grant
to  Incubate  and such  representatives  access  to the  properties,  books  and
records, contracts,  employees,  customers,  creditors,  landlords,  vendors and
suppliers of Organitech (the "Incubate Due Diligence  Investigation").  Incubate
will use its best efforts to complete the Incubate Due  Diligence  Investigation
as promptly as reasonably practicable.

         6.2. Corporate  Examinations and Investigations By Organitech . Between
the date hereof and the Closing Date, Incubate agrees to cooperate (and to cause
its officers  employees,  consultants,  agents,  attorneys  and  accountants  to
cooperate) fully with Organitech and the Organitech  Shareholders and with their
counsel,  accountants and  representatives in the conduct of their Due Diligence
investigation of Incubate from legal,  environmental,  insurance,  valuation and
solvency perspectives and, in connection with such Due Diligence  investigation,
to grant to Organitech,  Organitech Shareholders and such representatives access
to  the  properties,  books  and  records,  contracts,   employees,   customers,
creditors,  landlords,  vendors and suppliers of Incubate (the  "Organitech  Due
Diligence Investigation"). Organitech and Organitech Shareholders will use their
best efforts to complete the Organitech Due Diligence  Investigation as promptly
as reasonably practicable.

         6.3.  Confidentiality  . Unless  otherwise  agreed to in writing by the
parties  hereto,  each of the parties  hereto agrees for itself,  its agents and
employees  (i) to  keep  all  Proprietary  Information  (as  hereafter  defined)
confidential  and not to disclose or reveal any  Proprietary  Information to any
person other than its officers,  directors,  affiliates,  employees,  attorneys,
accountants,  other  agents and  representatives  who are  participating  in the
evaluation of the respective company and the transactions contemplated hereby or
who  otherwise  need to know the  Proprietary  Information  for the  purpose  of
evaluating the respective company and/or the transactions  contemplated  hereby;
and (ii) not to use the  Proprietary  Information  for any purpose other than in
connection  with  the  evaluation   and/or   consummation  of  the  transactions
contemplated hereby.


<PAGE>



The  obligations  under this Section 6.3 shall terminate upon the earlier of (i)
the  Closing  Date or (ii) one (1) year  from  the date of  termination  of this
Agreement. If the Closing is not consummated,  each party will, upon the request
of the other party,  destroy or return to the disclosing  party, as the case may
be,  all  Proprietary  Information  which  is in  writing  or can  otherwise  be
destroyed or returned.

     6.4.  Notice of Change . Each party  covenants  and  agrees to provide  the
other parties with immediate  notice of any occurrence which renders any of such
party's (or its  Affiliate's)  representations  and  warranties set forth herein
untrue in any material respect.

     6.5.  Consents,   Further  Assurances  .  Consistent  with  the  terms  and
conditions  hereof,  each party  hereto will use its best efforts to execute and
deliver such other documents and take such other actions as reasonably requested
by the other party to fulfill the conditions  precedent to the obligation of the
other party to consummate  the exchange of the  Organitech  Group Shares and the
Incubate Exchange Shares, or as the other party hereto may reasonably request in
order to carry out this  Agreement  and the  transactions  contemplated  hereby.
Incubate, Perlstein,  Organitech and the Organitech Shareholders shall use their
best  efforts  and will  cooperate  with  each  other to the  extent  reasonably
necessary to obtain all  consents,  approvals  and waivers,  if any,  from third
parties required to consummate the transactions contemplated hereby or which, if
not obtained, would materially adversely affect the Condition.

     6.6. Compliance With Chief Scientist Office. The parties hereto covenant to
cause Incubate and Organitech to comply,  following Closing,  with all the rules
and regulations of the Israeli Office of Chief Scientist  applicable to Incubate
and/or Organitech.

7.       CONDITIONS TO THE OBLIGATION OF INCUBATE

                  The  obligation  of Incubate to proceed with the Closing under
this Agreement is subject to the  satisfaction,  on or prior to the Closing,  of
each of the following conditions, each of which may be waived by Incubate:

     7.1.  Due  Diligence.  Incubate  shall  have  completed  the  Incubate  Due
Diligence.

     7.2.  OCS  Approval.  The  Israeli  Office of Chief  Scientist  shall  have
approved the transactions contemplated under this Agreement.

         7.3.  Representations  and  Warranties  True. The  representations  and
warranties  of  Organitech  and the  Organitech  Shareholders  contained in this
Agreement and the  information  contained in the Schedules to this Agreement and
any closing documents delivered by Organitech and the Organitech Shareholders in
connection  with this Agreement shall have been true and correct in all material
respects when made and shall be true and correct in all material respects at the
Closing Date as though made at such time[, and the Organitech Shareholders (with
respect to themselves) and the President or a Vice President of Organitech (with
respect  to  Organitech)  shall  have  executed  and  delivered  to  Incubate  a
certificate to that effect].

     7.4.  Performance  of  Obligations . The  obligations of Organitech and the
Organitech  Shareholders to be performed by any of them on or before the Closing
pursuant to the terms of this Agreement shall have been substantially  performed
and complied with in all material respects [and, at the Closing,  the Organitech
Shareholders  (with respect to themselves) and the President or a Vice President
of Organitech (with respect to Organitech)  shall have executed and delivered to
Incubate a certificate to that effect].

     7.5.  Absence of Litigation . There shall not be any litigation,  action or
proceeding pending (including,  without limitation, any litigation or proceeding
arising  under  antitrust  or  securities  laws) to restrain or  invalidate  the
exchange  of  the  Shares  and  the  Incubate   Exchange  Shares  or  the  other
transactions contemplated herein.


<PAGE>



     7.6.  Delivery of Specified  Documents . Organitech shall have delivered to
Incubate all of the documents and instruments  specified in Section 3.2.1 hereof
on or prior to the Closing Date.

     7.7. Opinion of Counsel for Organitech . The Organitech  Shareholders shall
have  delivered  to  Incubate  an opinion of their  Israeli  counsel,  dated the
Closing  Date [in the  form,  scope and  substance  reasonably  satisfactory  to
Incubate and containing opinions to the effect that:

     7.7.1. Organitech is a corporation duly incorporated,  validly existing and
in good standing under the laws of Israel;

     7.7.2.  Organitech and the Organitech  Shareholders have the right,  power,
authority  and  capacity  to enter  into this  Agreement  and to  perform  their
respective  obligations  under this Agreement,  and the Organitech  Shareholders
have the right, power, authority and capacity to sell, assign, transfer,  convey
and deliver the Organitech Group Shares to Incubate pursuant to this Agreement;

     7.7.3.  The  execution,  delivery  and  performance  of this  Agreement  by
Organitech and the Organitech Shareholders, will not contravene any provision of
Organitech's  [Charter  documents]  and  will not  result  in a  breach  of,  or
constitute a default under,  any agreement or other document to which Organitech
or  the  Organitech  Shareholders  is a  party  or by  which  Organitech  or the
Organitech  Shareholders  are bound and of which such counsel has knowledge,  or
any  decree,  order or rule of any  domestic  or foreign  court or  governmental
agency or any provision of applicable law known to such counsel to be binding on
Organitech or the Organitech  Shareholders on any of the Organitech Group Shares
or any of  Organitech's  assets,  or result in the creation or imposition of any
mortgage, Lien, assessment,  encumbrance, or restriction of any nature on any of
the Organitech Group Shares or any of Organitech's  assets or give to others any
interest  or rights  therein  or create in any third  party the right to modify,
terminate  or  accelerate  (or to make a claim for  damages in  respect  of) any
instrument  or contract to which  Organitech or the Organic  Shareholders  are a
party or by which  Organitech  or the  Organitech  Shareholders  is bound and of
which such counsel has knowledge;

     7.7.4.  This  Agreement  constitutes  the valid and binding  obligation  of
Organitech and the Organitech Shareholders,  enforceable against each of them in
accordance with their terms, subject to bankruptcy, reorganization,  moratorium,
insolvency or other laws and decisions  affecting  creditors'  rights generally,
public policy  considerations  and general  equity  principles.  The  execution,
delivery and  performance  of this  Agreement  has been duly  authorized  by all
necessary corporate and shareholder action of the Organitech;

     7.7.5. No consent by, approval or authorization of or filing,  registration
or  qualification  with  any  governmental  authority  is  required  (i) for the
execution,  delivery and performance of this Agreement by the Organitech and the
Organitech  Shareholders,  (ii) in connection with Organitech and the Organitech
Shareholders'consummation of the transactions contemplated hereby and thereby or
(iii) in order to vest in Incubate  good and  marketable  title in and to all of
the Shares upon the Closing;

     7.7.6.  The  instruments  of  transfer  of  the  Shares  delivered  by  the
Organitech Shareholders to Incubate at the Closing (i) have been duly authorized
and  executed by the  Organitech  Shareholders,  and (ii)  assuming the Incubate
Exchange  Shares have been issued,  delivered and  transfered to the  Organitech
Shareholders  in accordance  with this  Agreement,  are sufficient to convey the
Organitech  Shareholders'  interest  in and to the  Organitech  Group  Shares to
Incubate;

     7.7.7.  Organitech's  authorized  capital  stock  consists of three million
(3,000,000) Ordinary Shares and five hundred thousand (500,000) Preferred Shares
, and to the best knowledge of such counsel, the Organitech Group Shares are the
only shares of capital stock of the Company  issued and  outstanding  except for
the share of capital stock of the Organitech owned by Incubate.

     7.7.8.  Such  counsel  has  no  knowledge,  without  having  undertaken  an
independent  investigation,   of  (x)  any  order,  notice,  claim,  litigation,
proceeding or investigation by or before any court or


<PAGE>



governmental  agency pending against or directly affecting  Organitech or any of
the  Organitech  Shareholders,  or (y) any action or  proceeding  instituted  or
threatened  by or before any court or other  governmental  body to  restrain  or
prohibit or to obtain damages or other relief in connection  with this Agreement
or the transactions contemplated hereby.

8.       CONDITIONS TO THE OBLIGATIONS OF ORGANITECH AND THE ORGANITECH
SHAREHOLDERS.

                  The obligation of Organitech  and the Organitech  Shareholders
to proceed with the Closing under this Agreement is subject to the satisfaction,
on or prior to the Closing, of each of the following  conditions,  each of which
may be waived by Organitech and the Organitech Shareholders:

         8.1. Due Diligence.  Organitech and Organitech  Shareholders shall have
completed the Organitech Due Diligence to their satisfaction (including, without
limitation,  satisfactory conclusion of its review of Incubate's past activities
including  liabilities,  taxes, and filing compliance,  under any applicable law
including the Security  Act).  Without  limiting the  foregoing,  Organitech and
Organitech  Shareholders  shall not be deemed to have  concluded a Due Diligence
review as to any matter  solely by reason  that such  matter  was, or could have
been, known to either of them as of the execution of this Agreement.

         8.2.    OCS Approval.  The Israeli Office of Chief Scientist shall have
approved the transactions contemplated under this Agreement.

         8.3. Tax Ruling.  Organitech  shall have received a pre-ruling from the
Israeli Tax Commission confirming that (a) the transactions contemplated by this
Agreement shall not be considered as a tax event and (b) Capital Gains Tax shall
apply to the Organitech  Shareholders  only at the time that any such Organitech
Shareholder sells the Incubate Exchange Shares which he or it will receive under
this Agreement.

         8.4.  Representations  and Warranties  True . The  representations  and
warranties  of  Incubate  and  Perlstein  contained  in this  Agreement  and the
information  in the  Schedules  to  this  Agreement  and any  closing  documents
delivered by Incubate in connection with this Agreement shall have been true and
correct in all material  respects when made and shall be true and correct in all
material  respects at the  Closing  Date as though made at such time and, at the
Closing,  Incubate  shall  have  delivered  to  Organitech  and  the  Organitech
Shareholders a certificate to that effect signed by its President .

         8.5.     Performance of Obligations.  Each of the
obligations of Incubate to be performed by it on or before the Closing  pursuant
to the terms of this  Agreement  shall have been  performed and complied with in
all respects and, at the Closing,  Incubate  shall have  delivered to Organitech
and the  Organitech  Shareholders  a  certificate  to that effect  signed by its
President.

     8.6.  Absence  of  Litigation  .  There  shall  not  be any  litigation  or
proceeding, pending or threatened (including, without limitation, any litigation
or  proceeding  arising  under  antitrust or  securities  laws),  to restrain or
invalidate the exchange of the Organitech Group Shares and the Incubate Exchange
Shares or the other transactions contemplated herein.

     8.7.  Delivery of Specified  Documents . Incubate  shall have  delivered to
Organitech and the Organitech  Shareholders all of the documents and instruments
specified in Section 3.2.2 hereof on or prior to the Closing Date.

     8.8.   Shareholders   Approval  .  This  Agreement  and  the   transactions
contemplated  hereby shall have been  approved by Perlstein  and all  Incubate's
shareholders, other than the Incubate Public Shareholders.


<PAGE>



     8.9. Opinion of Counsel for Incubate . Incubate shall have delivered to the
Organitech Shareholders an opinion of its counsel, _____________________,  dated
the Closing Date, to the effect that:

     8.9.1. Incubate is a corporation duly incorporated, validly existing and in
good  standing  under the laws of the State of  Colorado  (or, in the event of a
Delaware  domestication   pursuant  to  Section  8.10  hereof:   Incubate  is  a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the State of Delaware  and a successor  by  operation of law to Incubate
This! Inc., a Colorado corporation);

     8.9.2. Incubate has the right, power,  authority and capacity to enter into
this Agreement and to perform its obligations under this Agreement,  and has the
right,  power,  authority and capacity to issue the Incubate  Exchange Shares to
the Organitec Shareholders pursuant to this Agreement;

     8.9.3.  The  execution,  delivery  and  performance  of this  Agreement  by
Incubate,   will  not  contravene  any  provision  of  Incubates's  Articles  of
Incorporation  and Bylaws and will not  result in a breach of, or  constitute  a
default  under,  any agreement or other document to which Incubate is a party or
by which  Incubate  is bound and of which such  counsel  has  knowledge,  or any
decree, order or rule of any domestic or foreign court or governmental agency or
any provision of applicable  law known to such counsel to be binding on Incubate
or any of its assets,  or result in the creation or  imposition of any mortgage,
Lien,  assessment,  encumbrance,  or  restriction  of any  nature  on any of the
Incubate  Exchange  Shares or any of  Incubate's  assets  or give to others  any
interest  or rights  therein  or create in any third  party the right to modify,
terminate  or  accelerate  (or to make a claim for  damages in  respect  of) any
instrument or contract to which Incubate is a party or by which Incuate is bound
and of which such counsel has knowledge;

                  8.9.4.  This  Agreement  constitutes  the  valid  and  binding
obligation  of  Incubate  and  Perlstein,  enforceable  against  each of them in
accordance with their terms, subject to bankruptcy, reorganization,  moratorium,
insolvency or other laws and decisions  affecting  creditors'  rights generally,
public policy  considerations  and general  equity  principles.  The  execution,
delivery and  performance  of this  Agreement  has been duly  authorized  by all
necessary corporate and shareholder action of the Incubate;

                  8.9.5. No consent by, approval or  authorization of or filing,
registration or qualification  with any  governmental  authority is required (i)
for the execution,  delivery and  performance of this Agreement by the Incubate,
(ii) in connection with Incubate's consummation of the transactions contemplated
hereby and thereby or (iii) in order to vest in the Organitech Shareholders good
and  marketable  title in and to all of the  Incubate  Exchange  Shares upon the
Closing;

                  8.9.6.  The  issuance of the Incubate  Exchange  Shares to the
Organitech  Shareholders has been duly authorized by the Incubate, and upon such
issuance, the Incubate Exchange Shares will be duly authorized,  validly issued,
fully paid, not assessable and free of any liens or rights in other parties;

                  8.9.7.  Incubate's  authorized capital stock consists of _____
shares of common stock, ___ value per share, of which _______ shares were issued
and  outstanding  immediately  prior to the Closing,  and  __________  shares of
Preferred  Stock,  ____  par  value  per  share,  none of which  is  issued  and
outstanding immediately prior to the Closing.

                  8.9.8.   Such  counsel  has  no  knowledge,   without   having
undertaken  an  independent  investigation,  of (x) any  order,  notice,  claim,
litigation,  proceeding or  investigation by or before any court or governmental
agency  pending  against or directly  affecting  Incubate,  or (y) any action or
proceeding instituted or threatened by or before any court or other governmental
body to restrain or prohibit or to obtain  damages or other relief in connection
with this Agreement or the transactions contemplated hereby.

     8.10.  Delaware  Domestication.  Unless waived in writing by the Organitech
Shareholders,  Incubate shall have  transferred  its  domestication  to Delaware
prior  to  Closing,  to the end that at  Closing,  Incubate  shall be a  validly
existing Delaware  corporation;  and all of the representations,  warranties and
covenants of Incubate set forth


<PAGE>



herein shall be deemed  modified to the limited extent  necessary to reflect its
Delaware (rather than Colorado) jurisdiction of incorporation.

         8.11.  Incubate's  bylaws shall provide that any (i) public offering or
private placement of Incubate's securities(other than the issuance of securities
to a [strategic investor] not involving the dissemination of a private placement
memorandum to multiple offerees),  (ii) appointment or removal of its CEO, (iii)
appointment or removal of its CFO, and (iv) granting of any registration  rights
to any  shareholder,  shall require the prior consent of no less than 75% of the
voting power of Incubate's  capital stock, and that any change in such provision
shall require a similar 75% shareholder consent.

         8.12. The designees of the Organitech  Shareholders to Incubate's board
of  directors  listed on  Schedule  3.2.2.3  shall  have been  duly  elected  to
Incubate's board of directors prior to Closing. It is agreed by the parties that
prior to May of 2001 any change in the designees,  including  their removal from
the board of  directors,  shall  require  the consent of no less than 75% of the
voting power of Incubate's capital stock.

         8.13.  It is agreed by the parties  that Arie Heller shall be appointed
as a non-voting  observer to Incubate's  board of directors prior to Closing and
shall remain in said position until October 2001.

         8.14 The  parties  agree to set up a search  committee  for a CEO.  The
search  committee  will work to  identify a  candidate  for the CEO.  The search
committee  is  expected  to  recommend  a  candidate  within 3 months.  If it is
successful in identifying a candidate for the position of CEO, it will recommend
him to the  shareholders  and his appointment  shall be approved as set forth in
Section 8.11 above.  The search  committee  shall consist of Sharone  Perlstein,
Zohar Gendler, Arie Heller and Lior Hessel.

         8.15 Organitech's  budget for the year 2000 shall continue according to
the currently  approved budget plus expenses  associated  with the  transactions
contemplated herein. Following the Closing, the General Manager (Lior Hessel) or
his  replacement  will submit to the board of directors of Incubate a budget for
the year 2001 based on the funds referred to in Section 5.3.4 above.



9.       INDEMNIFICATION

         9.1.     General

                  9.1.1. Organitech hereby agrees to indemnify,  defend and hold
harmless Incubate from and against any and all Losses arising out of, based upon
or resulting from (i) any false  representation  or warranty of Organitech which
is  contained  in or made  pursuant  to  this  Agreement;  (ii)  any  breach  by
Organitech  of any of  their  agreements  or  obligations  contained  in or made
pursuant to this Agreement;  and (iv) any and all Legal Expenses  arising out of
the  foregoing.  To avoid  doubt,  the  Losses  shall be  limited  to the amount
required for the curing of any breach.

                  9.1.2.  TEIC  hereby  agrees  to  indemnify,  defend  and hold
harmless  Incubate for any direct Losses  occurring  from false  representations
contained in Sections 4.1, 4.2, 4.9, 4.10, 4.11, 4.25 and 4.34.

                  9.1.3.  Hessel  hereby  agrees to  indemnify,  defend and hold
harmless  Incubate for any direct Losses  occurring  from false  representations
contained in Sections  4.1,  4.2, 4.3 (as to himself  only),  4.4 (as to himself
only),  4.5, 4.6 (as to himself only),  4.7, 4.8 (as to himself only), 4.9, 4.10
(as to himself only), 4.11, 4.17,


<PAGE>



4.20.2, 4.20.3, 4.38 (as to himself only) and 4.41 (as to himself only. To avoid
doubt, the  indemnification  obligations of Hessel vis a vis the representations
of the  Organitech  Shareholders  apply to  himself  only  and not to any  other
shareholder.

                  9.1.4.  Incubate  and  Perlstein  hereby  agree to  indemnify,
defend and hold harmless the  Organitech  Shareholders  from and against any and
all  Losses  arising  out  of,  based  upon or  resulting  from  (i)  any  false
representation or warranty of Incubate which is contained in or made pursuant to
this  Agreement,  (ii) any  breach of  Incubate  prior to  Closing of any of its
agreements or obligations  contained in or made pursuant to this Agreement;  and
(iii) any and all Legal Expenses arising out of the foregoing.

         9.2.  Procedure.  Promptly  after  receipt  by any person  entitled  to
indemnification  under this Section 9 (an "Indemnified  Party") of notice of the
commencement of any action in respect of which the  indemnified  party will seek
indemnification  hereunder, the indemnified party shall so notify in writing the
person(s)  from whom  indemnification  hereunder  is sought  (collectively,  the
"Indemnifying Party"), but any failure so to notify the indemnifying party shall
not  relieve it from any  liability  that it may have to the  indemnified  party
under this Section 9 except to the extent that the indemnifying  party's ability
to defend  such  claim is  materially  prejudiced  by the  failure  to give such
notice.  The indemnifying  party shall be entitled to participate in the defense
of such action and to assume control of such defense; provided, however, that:

                  9.2.1.  the indemnified party shall be entitled to participate
in the defense of such claim and to employ  counsel at its own expense to assist
in the handling of such claim;

                  9.2.2. the  indemnifying  party shall obtain the prior written
approval of the  indemnified  party before  entering into any settlement of such
claim or ceasing to defend against such claim, if, pursuant to or as a result of
such  settlement or cessation,  injunctive  or other  equitable  relief would be
imposed against the indemnified party;

                  9.2.3. the  indemnifying  party shall not consent to the entry
of any  judgment  or enter  into any  settlement  that  does not  include  as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to each
indemnified party of a release from liability in respect of such claim; and;

                  9.2.4. the indemnifying party shall not be entitled to control
but shall be entitled to  participate  at its own expense in the defense of, and
the indemnified  party shall be entitled to have sole control at its own expense
over,  the defense or  settlement  of any claim to the extent the claim seeks an
order, injunction or other equitable relief against the indemnified party which,
if successful, could materially interfere with the business, operations, assets,
condition or prospects of the indemnified party.

         9.3.  Reimbursement.  After written notice by the indemnifying party to
the  indemnified  party of its election to assume  control of the defense of any
such  action,  the  indemnifying  party shall not be liable to such  indemnified
party hereunder for any Legal Expenses subsequently incurred by such indemnified
party in connection with the defense thereof. If the indemnifying party does not
assume  control of the defense of such claims as provided in this Section 9, the
indemnified party shall have the right to defend such claim in such manner as it
may deem appropriate at the cost and expense of the indemnifying  party, and the
indemnifying  party will promptly  reimburse the  indemnified  party therefor in
accordance  with this Section.  The  reimbursement  of fees,  costs and expenses
required by this Section 9 shall be made by periodic  payments during the course
of the  investigation  or  defense,  as and when bills are  received or expenses
incurred.

         9.4. Survival . The  representations  and warranties,  agreements,  and
indemnifications  of the parties  contained in this  Agreement or in any writing
delivered pursuant to the provisions of this Agreement shall survive the date of
the Closing and shall  continue in full force and effect for a [twenty four (24)
month] (the "Survival  Period") following the Closing Date, and thereafter shall
terminate  and be of no further  force or  effect,  except  with  respect to (i)
liabilities for any item as to which,  prior to the end of the Survival  Period,
the Organitech Shareholders or Incubate, as the case may be, shall have asserted
a claim in writing as required  pursuant to the  provisions  of this  Section 9,
which claim shall identify the basis with reasonable specificity, and (ii)


<PAGE>



any Tax or securities  liability,  which liability for such claim shall continue
until it shall have been finally settled, decided or adjudicated.

         9.5.              Limitation

                  9.5.1. Other than the Indemnification provided for herein none
of the indemnifying parties are responsible for any additional  compensation and
in no event shall there be any indemnification for the first aggregate amount of
one hundred  thousand  dollars  (100,000) for each  indemnifying  party for each
indemnifiable event.

                  9.5.2.  The  indemnification  of  Organitech,  TEIC and Hessel
shall be limited to an aggregate amount of their pro rata share of three million
dollars based on their holdings.

                  9.5.3. The  indemnification of Incubate and Perlstein shall be
limited  to an  aggregate  amount of up to US$ 3  Million.  The  indemnification
obligations  expressly  set  forth  in this  Section  9,  shall  constitute  the
exclusive  remedy against the Organitech  Shareholders  for any claim whatsoever
under this Agreement by any of Perlstein, Incubate, its shareholders, directors,
officers and their successors. However, nothing set forth herein shall be deemed
to confer any benefit under this  Agreement on any third party,  which  benefits
are hereby expressly denied.

     9.6  Indemnification  Procedure.  In the  event of an  indemnifiable  event
Hessel  and TEIC shall  have the  option at their  sole  discretion  to elect to
indemnify via cash or to give back shares (or a combination  of cash and shares)
to Incubate  based on a valuation  of $1 per each  Incubate  Exchange  Share (as
adjusted  from time to time on account  of split,  combination,  stock  dividend
etc.).

10.      TERMINATION

     10.1.  Termination . This Agreement may be terminated  prior to the Closing
as follows:

     10.1.1.  at the election of Incubate,  if any one or more of the conditions
to its  obligation to proceed with the Closing,  set forth in Section 7, has not
been fulfilled on the Closing Date;

     10.1.2.  at the election of the Organitech  Shareholders or Organitech,  if
any one or more of the  conditions  to  their  obligation  to  proceed  with the
Closing set forth in Section 8, has not been fulfilled on the Closing Date;

     10.1.3.  at  the  election  of  Incubate,  if  Organitech  Shareholders  or
Organitech  has breached  any  representation,  warranty,  covenant or agreement
contained  in this  Agreement,  which  breach  cannot  be or is not cured by the
Closing Date;

     10.1.4.  at the election of the Organitech  Shareholders or Organitech,  if
Incubate  has  breached  any  representation,  warranty,  covenant or  agreement
contained  in this  Agreement,  which  breach  cannot  be or is not cured by the
Closing Date;

                  10.1.5.   at  the   election  of  Incubate,   the   Organitech
Shareholders or Organitech,  if any legal  proceeding is commenced or threatened
by any governmental or regulatory body or other person (other than Incubate, the
Organitech  Shareholders or Organitech) directed against the consummation of the
Closing and either Incubate, the Organitech  Shareholders or Organitech,  as the
case may be, reasonably and in good faith deems it impractical or inadvisable to
proceed in view of such legal proceeding or threat thereof,  taking into account
the potential expense and delay likely to be involved; or

     10.1.6.  at any time on or prior to the  Closing  Date,  by mutual  written
consent of Incubate, the Organitech Shareholders and Organitech.


<PAGE>



         10.2. If this  Agreement so  terminates,  it shall become null and void
and have no further force and effect, except as provided in Section 10.3.

         10.3.  Survival . If this Agreement is validly  terminated  pursuant to
Section 10.1 and the  transactions  contemplated  hereby are not  consummated as
described  above,  this Agreement  shall become void and of no further force and
effect;  provided,  however,  that if Incubate terminates this Agreement because
any of the  conditions  contained  in Section  7.3 or Section  7.4 have not been
satisfied,  or if the  Organitech  Shareholders  or Organitech  terminates  this
Agreement because any of the conditions  contained in Section 8.4 or Section 8.5
have not been  satisfied  then the  terminating  party  shall  have the right to
pursue all of its legal  remedies for breach of contract  and damages;  provided
further that if this  Agreement is validly  terminated  pursuant to Section 10.1
and the transactions contemplated hereby are not consummated as described above,
the provisions of Section 6.3 relating to the obligation of to keep confidential
and not to use certain information and to return documents and copies thereof to
the  disclosing   party,   and  the  provisions  of  Section  10.3  relating  to
responsibility  for  expenses  shall  survive.  No party  hereto  shall have any
liability to any other party in respect of a valid termination of this Agreement
pursuant to Section 10.1, except to the extent set forth above.

     10.4.  Expenses  if No  Closing  . If the  Closing  does not  occur and the
transactions contemplated hereby are not consummated, then, subject to the right
of a  non-defaulting  party  to  recover  damages,  costs  and  expenses  from a
defaulting  party pursuant to Section 10.3,  all costs and expenses  incurred in
connection  with  this  Agreement  shall  be paid by the  group  incurring  such
expenses,  i.e.,  by  Incubate if incurred by  Incubate,  by the  Organitech  if
incurred by the Organitech Shareholders or Organitech.

11.      GENERAL.

     11.1. No Tax Representations . The Organitech Shareholders,  Organitech and
Incubate  agree that no  representation  or warranty has been made by them as to
the tax  consequences of the transactions  contemplated by this Agreement,  that
each is engaging  separate  counsel with respect to such tax  consequences,  and
that each is assuming its own respective tax liability,  if any,  arising out of
this Agreement or the consummation of the transactions contemplated hereunder.

     11.2.  Knowledge  Qualification.  Whenever a representation  or warranty is
made herein based on the  knowledge of Incubate or  Organitech  (as the case may
be) such knowledge shall be deemed to refer to the actual knowledge of the Chief
Executive Officer, the President or any Vice President of Incubate or Organitech
(as the case may be).

     11.3.  Binding Effect and Assignment . This Agreement shall be binding upon
and inure to the benefit of and be  enforceable by each of the parties and their
respective  successors and assigns. This Agreement may not be assigned by either
party without the prior written consent of the other party.

         11.4. Waiver . Any term or provision of this Agreement may be waived at
any time by the party  entitled to the benefit  thereof by a written  instrument
duly executed by such party.

         11.5.  Notices . All notices,  requests,  demands,  waivers,  consents,
approvals,  or other  communications  which are required or permitted  hereunder
shall  be in  writing  and  shall be  delivered  personally,  sent by  reputable
overnight courier service (such as Federal Express), sent by telecopier, or sent
by registered or certified mail, return receipt requested,  postage prepaid,  to
the addresses set forth below:

                 If to Organitech Shareholders or Organitech (prior to Closing):

                                    Organitech Ltd
                                    P.O.B. 212
                                    Nesher 36601, Israel
                                    Telecopier No. ___________________


<PAGE>



                                    Attention: Lior Hessel

                           With a copy to:

                                    Avi Goldsobel, Adv.
                                    Matam-Advanced Technology Center
                                    Building No. 30
                                    Haifa
                                    Telecopier No. ___________________
                                    Attention:  Avi Goldsobel, Adv.

         and
                                    [Benjamin Strauss, Esquire
                                    Pepper Hamilton LLP
                                    Suite 1600
                                    1201 Market Street
                                    Wilmington, Delaware  19801
                                    Telecopier No.302-656-8865]

                           If to Incubate (or Organitech after Closing):

                                    Incubate This! Inc.
                                    265 Sunrise Avenue, Suite 204
                                    Palm Beach, Florida  33480
                                    Telecopier No. ___________________
                                    Attention:________________________

\                          With a copy to:

                                    Mintmire & Associates
                                    265 Sunrise Avenue, Suite 204
                                    Palm Beach, Florida  33480
                                    Telecopier No. ____________________
                                    Attention: ________________________


or to such other address or telecopier  number as the party  entitled to receive
such notice may, from time to time, specify in writing to the other party.

     11.6.  Governing Law . This Agreement shall be governed as to its validity,
interpretation and effect by the laws of the State of New York.

     11.7.  No  Third_Party  Beneficiaries  .  Notwithstanding  anything  to the
contrary contained herein, no provision of this Agreement is intended to benefit
any person  other than the  signatories  hereto nor shall any such  provision be
enforceable by any other person.

     11.8.  Severability . Any provision of this  Agreement  which is invalid or
unenforceable  in any  jurisdiction  shall be  ineffective to the extent of such
invalidity or unenforceability  without invalidating or rendering  unenforceable
the remaining  provisions hereof, and any such invalidity or unenforceability in
any jurisdiction shall not invalidate or render  unenforceable such provision in
any other jurisdiction.

     11.9.  Schedules . All Schedules referred to in this Agreement are intended
to be and are specifically incorporated by reference herein.


<PAGE>



     11.10.  Public   Announcements  .  Neither  the  Organitech   Shareholders,
Organitech nor Incubate,  without the prior written consent of the others,  will
make any press  release or other  similar  public  announcement  concerning  the
transactions  contemplated hereby, except as mandated (in the disclosing party's
reasonable discretion) by applicable securities rules and regulations; provided,
however, that at such time that a party hereto desires to publicize or otherwise
release  information  relating  to  the  subject  matter  hereof,  Incubate  and
Organitech  shall  mutually  agree upon the content and the method of release of
such publicity or other release.

     11.11.  Section  Headings . All section  headings herein have been inserted
for  convenience of reference only and shall in no way modify or restrict any of
the terms or provisions hereof.

     11.12.  Contents  of  Agreement  . This  Agreement  sets  forth the  entire
understanding of the parties hereto with respect to the transaction contemplated
hereby  and shall not be amended or  terminated  except by a written  instrument
duly   executed  by  each  of  the  parties   hereto.   Any  and  all  prior  or
contemporaneous  agreements  or  understandings  between  or among  the  parties
regarding  the  subject  matter  hereof[,   including  without  limitation,  the
Memorandum of Understanding for the Exchange of Common Stock dated September __,
2000 between  Organitech  and Incubate] are superseded in their entirety by this
Agreement.

     11.13.  Counterparts  . This Agreement may be executed in two or more fully
executed counterparts,  including by facsimile, each of which shall be deemed an
original, but all of such counterparts together shall constitute but one and the
same instrument.

                       [signatures on the following page]






<PAGE>


                  IN WITNESS  WHEREOF,  the  parties  have  executed  this Stock
Exchange Agreement on the date first written above.

/s/ Lior Hessel

Lior Hessel                         Incubate This! Inc.

                                    By:/s/ Sharone Perlstein



Technion Entrepreneurial Incubator Company Ltd.      _________________________

By:__________________________



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

D. G. Pizza Ltd.

By:___________________



/s/ Arie Heller

Arie Heller



/s/Anat Heller

Anat Heller



Organitech Ltd.

By:__________________