ORGANITECH USA INC
PLACEMENT AGENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>d57687_ex10-3.txt
<DESCRIPTION>PLACEMENT AGENT AGREEMENT
<TEXT>

                                                                    Exhibit 10.3

                              Organitech USA, Inc.
                            PLACEMENT AGENT AGREEMENT

Dated as of: November 3, 2003.

The undersigned, Organitech USA, Inc., a Delaware corporation (the "COMPANY"),
hereby agrees with Charleston Capital Corporation (the "PLACEMENTAGENT") and
Dutchess Private Equities Fund, L.P., a Delaware Limited Partnership (the
"INVESTOR") as follows:

1.    OFFERING. The Company hereby engages the Placement Agent to act as its
      exclusive placement agent in connection with the Investment Agreement
      dated November 20, 2003 (the "INVESTMENT AGREEMENT") pursuant to which the
      Company may issue and sell to the Investor, from time to time, and the
      Investor shall purchase from the Company (the "OFFERING") up to Five
      Million Dollars ($5,000,000) of the Company's Class A Voting Common Stock
      (the "COMMITMENT AMOUNT"), par value $0.01 per share (the "COMMON STOCK"),
      at price per share equal to the Purchase Price, as that term is defined in
      the Investment Agreement. Pursuant to the terms hereof, the Placement
      Agent shall render consulting services to the Company with respect to the
      Investment Agreement and shall be available for consultation in connection
      with the advances to be requested by the Company pursuant to the
      Investment Agreement. All capitalized terms used herein and not otherwise
      defined herein shall have the same meaning ascribed to them as in the
      Investment Agreement. The Investor will be granted certain registration
      rights with respect to the Common Stock as more fully set forth in a
      Registration Rights Agreement between the Company and the Investor dated
      November 20, 2003 (the "REGISTRATION RIGHTS AGREEMENT"). The documents to
      be executed and delivered in connection with the Offering, including, but
      not limited, to this Agreement, the Investment Agreement, and the
      Registration Rights Agreement, and any Prospectus or other disclosure
      document ( including all amendments and supplements ) utilized in
      connection with the Offering are referred to sometimes hereinafter
      collectively as the "OFFERING MATERIALS." The Company's Common Stock is
      sometimes referred to hereinafter as the "SECURITIES." The Placement Agent
      shall not be obligated to sell any Securities and this Offering by the
      Placement Agent shall be solely on a "best efforts basis."

2.    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLACEMENT AGENT.

A.    The Placement Agent represents, warrants and covenants as follows:

      (i) The Placement Agent has the necessary power to enter into this
      Agreement and to consummate the transactions contemplated hereby.

      (ii) The execution and delivery by the Placement Agent of this Agreement
      and the consummation of the transactions contemplated herein will not
      result in any violation of, or be in conflict with, or constitute a
      default under, any agreement or instrument to which the Placement Agent is
      a party or by which the Placement Agent or its properties are bound, or
      any judgment, decree, order or, to the Placement Agent's knowledge, any
      statute, rule or regulation applicable to the Placement Agent. This
      Agreement when executed and delivered by the Placement Agent, will
      constitute the legal, valid and binding obligations of the Placement
      Agent, enforceable in accordance with their respective terms, except to
      the

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      extent that (a) the enforceability hereof or thereof may be limited by
      bankruptcy, insolvency, reorganization, moratorium or similar laws from
      time to time in effect and affecting the rights of creditors generally,
      (b) the enforceability hereof or thereof is subject to general principles
      of equity, or (c) the indemnification provisions hereof or thereof may be
      held to be in violation of public policy.

      (iii) Upon receipt and execution of this Agreement the Placement Agent
      will promptly forward copies of this Agreement to the Company or its
      counsel and the Investor or its counsel.

      (iv) The Placement Agent will not take any action that it reasonably
      believes would cause the Offering to violate the provisions of the
      Securities Act of 1933, as amended (the "1933 ACT"), the Securities
      Exchange Act of 1934 (the "1934 ACT"), the respective rules and
      regulations promulgated there under (the "RULES AND REGULATIONS") or
      applicable "Blue Sky" laws of any state or jurisdiction.

      (v) The Placement Agent will use all reasonable efforts to determine (a)
      whether the Investor is an Accredited Investor and (b) that any
      information furnished by the Investor is true and accurate. The Placement
      Agent shall have no obligation to insure that (x) any check, note, draft
      or other means of payment for the Common Stock will be honored, paid or
      enforceable against the Investor in accordance with its terms, or (y)
      subject to the performance of the Placement Agent's obligations and the
      accuracy of the Placement Agent's representations and warranties
      hereunder, (1) the Offering is exempt from the registration requirements
      of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor
      is an Accredited Investor.

      (vi) The Placement Agent is a member of the National Association of
      Securities Dealers, Inc., and is a broker-dealer registered as such under
      the 1934 Act and under the securities laws of the states in which the
      Securities will be offered or sold by the Placement Agent unless an
      exemption for such state registration is available to the Placement Agent.
      The Placement Agent is in compliance with all material rules and
      regulations applicable to the Placement Agent generally and applicable to
      the Placement Agent's participation in the Offering.

3.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

A.    The Company makes to the Placement Agent all the representations and
      warranties it makes to the Investor in the Investment Agreement and, in
      addition, represents and warrants as follows:

      (i) The execution, delivery and performance of each of this Agreement, the
      Investment Agreement and the Registration Rights Agreement has been or
      will be duly and validly authorized by the Company and is, and with
      respect to this Agreement, the Investment Agreement and the Registration
      Rights Agreement will each be, a valid and binding agreement of the
      Company, enforceable in accordance with its respective terms, except to
      the extent that (a) the enforceability hereof or thereof may be limited by
      bankruptcy, insolvency, reorganization, moratorium or similar laws from
      time to time in effect and affecting the rights of creditors generally,
      (b) the enforceability hereof or thereof is subject to general principles
      of equity or (c) the indemnification provisions hereof or thereof may be
      held to be in violation of public policy. The Securities to be issued
      pursuant to the transactions contemplated by this Agreement and the
      Investment Agreement have been

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                                       3


      duly authorized and, when issued and paid for in accordance with (x) this
      Agreement, the Investment Agreement and the certificates/instruments
      representing such Securities, (y) will be valid and binding obligations of
      the Company, enforceable in accordance with their respective terms, except
      to the extent that (1) the enforceability thereof may be limited by
      bankruptcy, insolvency, reorganization, moratorium or similar laws from
      time to time in effect and affecting the rights of creditors generally,
      and (2) the enforceability thereof is subject to general principles of
      equity. All corporate action required to be taken for the authorization,
      issuance and sale of the Securities has been duly and validly taken by the
      Company.

      (ii) The Company has a duly authorized, issued and outstanding
      capitalization as set forth herein and in the Investment Agreement. The
      Company is not a party to or bound by any instrument, agreement or other
      arrangement providing for it to issue any capital stock, rights, warrants,
      options or other securities, except for this Agreement, the agreements
      described herein and as described in the Investment Agreement, dated the
      date hereof and the agreements described therein. All issued and
      outstanding securities of the Company, have been duly authorized and
      validly issued and are fully paid and non-assessable; the holders thereof
      have no rights of rescission or preemptive rights with respect thereto and
      are not subject to personal liability solely by reason of being security
      holders; and none of such securities were issued in violation of the
      preemptive rights of any holders of any security of the Company. As of the
      date hereof, the authorized capital stock of the Company consists of (i)
      80,000,000 shares of Common Stock, .001 par value per share, of which as
      of the date hereof, 16,048,000 shares are issued and outstanding;
      10,000,000 shares of Preferred Stock, $.10 par value per share of which no
      shares are issued and outstanding; (as of November 17th , 2003, 1,650,000
      share are held in escrow for BLM NV.) Additionally, 526,905 shares of
      common stock are reserved for issuance pursuant to options, warrants and
      other convertible securities.

      (iii) The Common Stock to be issued in accordance with this Agreement and
      the Investment Agreement has been duly authorized and when issued and paid
      for in accordance with this Agreement, the Investment Agreement and the
      certificates/instruments representing such Common Stock, will be validly
      issued, fully-paid and non-assessable; the holders thereof will not be
      subject to personal liability solely by reason of being such holders; such
      Securities are not and will not be subject to the preemptive rights of any
      holder of any security of the Company.

4.    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR.

A.    The Investor makes to the Placement Agent all the representations and
      warranties it makes to the Company in the Investment Agreement and, in
      addition represents, warrants and covenants as follows:

      (i) The Investor has the necessary power to enter into this Agreement and
      to consummate the transactions contemplated hereby.

      (ii) The execution and delivery by the Investor of this Agreement and the
      consummation of the transactions contemplated herein will not result in
      any violation of, or be in conflict

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      with, or constitute a default under, any agreement or instrument to which
      the Investor is a party or by which the Investor or its properties are
      bound, or any judgment, decree, order or, to the Investor's knowledge, any
      statute, rule or regulation applicable to the Investor. This Agreement
      when executed and delivered by the Investor, will constitute the legal,
      valid and binding obligations of the Investor, enforceable in accordance
      with their respective terms, except to the extent that (a) the
      enforceability hereof or thereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium or similar laws from time to time in effect and
      affecting the rights of creditors generally, (b) the enforceability hereof
      or thereof is subject to general principles of equity, or (c) the
      indemnification provisions hereof or thereof may be held to be in
      violation of public policy.

      (iii) the Investor is not, and will not be, as a result of the
      transactions contemplated by the Offering Materials a "dealer" within the
      meaning of the Securities Exchange Act of 1934 and applicable federal and
      state securities laws and regulations. The Investor covenants that in this
      respect it is and will remain in compliance with the requirements of
      applicable "no action" rulings of the U.S. Securities Exchange Commission.

      (iv) The Investor will promptly forward copies of any and all due
      diligence questionnaires compiled by the Investor to the Placement Agent.

5.    CERTAIN COVENANTS AND AGREEMENTS OF THE COMPANY.

      The Company covenants and agrees at its expense and without any expense to
      the Placement Agent as follows:

A.    To advise the Placement Agent of any material adverse change in the
      Company's financial condition, prospects or business or of any development
      materially affecting the Company or rendering untrue or misleading any
      material statement in the Offering Materials occurring at any time as soon
      as the Company is either informed or becomes aware thereof.

B.    To use its commercially reasonable efforts to cause the Common Stock
      issuable in connection with the Equity Line of Credit to be qualified or
      registered for sale on terms consistent with those stated in the
      Registration Rights Agreement and under the securities laws of such
      jurisdictions as the Placement Agent and the Investor shall reasonably
      request. Qualification, registration and exemption charges and fees shall
      be at the sole cost and expense of the Company.

C.    Upon written request, to provide and continue to provide the Placement
      Agent and the Investor copies of all quarterly financial statements and
      audited annual financial statements prepared by or on behalf of the
      Company, other reports prepared by or on behalf of the Company for public
      disclosure and all documents delivered to the Company's stockholders.

D.    To make available, during the registration period of the Investment
      Agreement, to the Placement Agent upon the Placement Agent's request,

      (i) within forty five (45) days, a statement of its income for each such
      quarterly period, and its balance sheet and a statement of changes in
      stockholders' equity as of the end of such quarterly period, all in
      reasonable detail, certified by its principal financial or accounting
      officer;

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      (ii) within ninety (90) days after the close of each fiscal year, its
      balance sheet as of the close of such fiscal year, together with a
      statement of income, a statement of changes in stockholders' equity and a
      statement of cash flow for such fiscal year, such balance sheet, statement
      of income, statement of changes in stockholders' equity and statement of
      cash flow to be in reasonable detail and accompanied by a copy of the
      certificate or report thereon of independent auditors if audited financial
      statements are prepared; and

      (iii) a copy of all documents, reports and information furnished to its
      stockholders at the time that such documents, reports and information are
      furnished to its stockholders.

      (iv) a copy of all documents, reports and information furnished to the
      Investor at the time that such documents, reports and information are
      furnished to the Investor.

E.    To comply with the terms of the Offering Materials.

F.    To ensure that any transactions between or among the Company, or any of
      its officers, directors and affiliates be on terms and conditions that are
      no less favorable to the Company, than the terms and conditions that would
      be available in an "arm's length" transaction with an independent third
      party.

6.    INDEMNIFICATION.

A.    The Company hereby agrees that it will indemnify and hold the Placement
      Agent and each officer, director, shareholder, employee or representative
      of the Placement Agent and each person controlling, controlled by or under
      common control with the Placement Agent within the meaning of Section 15
      of the 1933 Act or Section 20 of the 1934 Act or the SEC's Rules and
      Regulations promulgated there under (the "Rules and Regulations"),
      harmless from and against any and all loss, claim, damage, liability, cost
      or expense whatsoever (including, but not limited to, any and all
      reasonable legal fees and other expenses and disbursements incurred in
      connection with investigating, preparing to defend or defending any
      action, suit or proceeding, including any inquiry or investigation,
      commenced or threatened, or any claim whatsoever or in appearing or
      preparing for appearance as a witness in any action, suit or proceeding,
      including any inquiry, investigation or pretrial proceeding such as a
      deposition) to which the Placement Agent or such indemnified person of the
      Placement Agent may become subject under the 1933 Act, the 1934 Act, the
      Rules and Regulations, or any other federal or state law or regulation,
      common law or otherwise, arising out of or based upon (i) any untrue
      statement or alleged untrue statement of a material fact contained in (a)
      Section 4 of this Agreement, (b) the Offering Materials (except those
      written statements relating to the Placement Agent given by an indemnified
      person for inclusion therein), (c) any application or other document or
      written communication executed by the Company or based upon written
      information furnished by the Company filed in any jurisdiction in order to
      qualify the Common Stock under the securities laws thereof, or any state
      securities commission or agency; (ii) the omission or alleged omission
      from documents described in clauses (a), (b) or (c) above of a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading; or (iii) the breach of any representation,
      warranty, covenant or agreement made by the Company in this Agreement. The
      Company further agrees that upon demand by an indemnified person, at any
      time or from time to time, it will promptly reimburse such indemnified
      person for any loss, claim, damage, liability, cost or expense actually
      and

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      reasonably paid by the indemnified person as to which the Company has
      indemnified such person pursuant hereto. Notwithstanding the foregoing
      provisions of this Paragraph 6(A), any such payment or reimbursement by
      the Company of fees, expenses or disbursements incurred by an indemnified
      person in any proceeding in which a final judgment by a court of competent
      jurisdiction (after all appeals or the expiration of time to appeal) is
      entered against the Placement Agent or such indemnified person based upon
      specific finding of fact as to the Placement Agent or such indemnified
      person's gross negligence or willful misfeasance will be promptly repaid
      to the Company.

B.    The Placement Agent hereby agrees that it will indemnify and hold the
      Company and each officer, director, shareholder, employee or
      representative of the Company, and each person controlling, controlled by
      or under common control with the Company within the meaning of Section 15
      of the 1933 Act or Section 20 of the 1934 Act or the Rules and
      Regulations, harmless from and against any and all loss, claim, damage,
      liability, cost or expense whatsoever (including, but not limited to, any
      and all reasonable legal fees and other expenses and disbursements
      incurred in connection with investigating, preparing to defend or
      defending any action, suit or proceeding, including any inquiry or
      investigation, commenced or threatened, or any claim whatsoever or in
      appearing or preparing for appearance as a witness in any action, suit or
      proceeding, including any inquiry, investigation or pretrial proceeding
      such as a deposition) to which the Company or such indemnified person of
      the Company may become subject under the 1933 Act, the 1934 Act, the Rules
      and Regulations, or any other federal or state law or regulation, common
      law or otherwise, arising out of or based upon (i) the conduct of the
      Placement Agent or its officers, employees or representatives in willful
      violation of any of such laws and regulations while acting as Placement
      Agent for the Offering or (ii) the material breach of any representation,
      warranty, covenant or agreement made by the Placement Agent in this
      Agreement (iii) any false or misleading information provided to the
      Company by one of the Placement Agent's indemnified persons.

C.    The Investor hereby agrees that it will indemnify and hold the Placement
      Agent and each officer, director, shareholder, employee or representative
      of the Placement Agent, and each person controlling, controlled by or
      under common control with the Placement Agent within the meaning of
      Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and
      Regulations, harmless from and against any and all loss, claim, damage,
      liability, cost or expense whatsoever (including, but not limited to, any
      and all reasonable legal fees and other expenses and disbursements
      incurred in connection with investigating, preparing to defend or
      defending any action, suit or proceeding, including any inquiry or
      investigation, commenced or threatened, or any claim whatsoever or in
      appearing or preparing for appearance as a witness in any action, suit or
      proceeding, including any inquiry, investigation or pretrial proceeding
      such as a deposition) to which the Placement Agent or such indemnified
      person of the Placement Agent may become subject under the 1933 Act, the
      1934 Act, the Rules and Regulations, or any other federal or state law or
      regulation, common law or otherwise, arising out of or based upon (i) the
      conduct of the Investor or its officers, employees or representatives in
      its acting as the Investor for the Offering or (ii) the material breach of
      any representation, warranty, covenant or agreement made by the Investor
      in the Offering Materials (iii) any false or misleading information
      provided to the Placement Agent by the Investor or one of the Investor's
      indemnified persons.

D.    The Placement Agent hereby agrees that it will indemnify and hold the
      Investor and each officer, director, shareholder, employee or
      representative of the Investor, and each person

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      controlling, controlled by or under common control with the Investor
      within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
      Act or the Rules and Regulations, harmless from and against any and all
      loss, claim, damage, liability, cost or expense whatsoever (including, but
      not limited to, any and all reasonable legal fees and other expenses and
      disbursements incurred in connection with investigating, preparing to
      defend or defending any action, suit or proceeding, including any inquiry
      or investigation, commenced or threatened, or any claim whatsoever or in
      appearing or preparing for appearance as a witness in any action, suit or
      proceeding, including any inquiry, investigation or pretrial proceeding
      such as a deposition) to which the Investor or such indemnified person of
      the Investor may become subject under the 1933 Act, the 1934 Act, the
      Rules and Regulations, or any other federal or state law or regulation,
      common law or otherwise, arising out of or based upon (i) the conduct of
      the Placement Agent or its officers, employees or representatives in
      willful violation of any of such laws and regulations while acting as the
      Placement Agent for the Offering or (ii) the material breach of any
      representation, warranty, covenant or agreement made by the Placement
      Agent in this Agreement (iii) any false or misleading information provided
      to the Investor by one of the Placement Agent's indemnified persons.

E.    Promptly after receipt by an indemnified party of notice of commencement
      of any action covered by Section 6(A), (B), (C) or (D), the party to be
      indemnified shall, within five (5) business days, notify the indemnifying
      party of the commencement thereof; the omission by one (1) indemnified
      party to so notify the indemnifying party shall not relieve the
      indemnifying party of its obligation to indemnify any other indemnified
      party that has given such notice and shall not relieve the indemnifying
      party of any liability outside of this indemnification if not materially
      prejudiced thereby. In the event that any action is brought against the
      indemnified party, the indemnifying party will be entitled to participate
      therein and, to the extent it may desire, to assume and control the
      defense thereof with counsel chosen by it which is reasonably acceptable
      to the indemnified party. After notice from the indemnifying party to such
      indemnified party of its election to so assume the defense thereof, the
      indemnifying party will not be liable to such indemnified party under such
      Section 6(A), (B), (C), or (D) for any legal or other expenses
      subsequently incurred by such indemnified party in connection with the
      defense thereof, but the indemnified party may, at its own expense,
      participate in such defense by counsel chosen by it, without, however,
      impairing the indemnifying party's control of the defense. Subject to the
      proviso of this sentence and notwithstanding any other statement to the
      contrary contained herein, the indemnified party or parties shall have the
      right to choose its or their own counsel and control the defense of any
      action, all at the expense of the indemnifying party if, (i) the
      employment of such counsel shall have been authorized in writing by the
      indemnifying party in connection with the defense of such action at the
      expense of the indemnifying party, or (ii) the indemnifying party shall
      not have employed counsel reasonably satisfactory to such indemnified
      party to have charge of the defense of such action within a reasonable
      time after notice of commencement of the action, or (iii) such indemnified
      party or parties shall have reasonably concluded that there may be
      defenses available to it or them which are different from or additional to
      those available to one or all of the indemnifying parties (in which case
      the indemnifying parties shall not have the right to direct the defense of
      such action on behalf of the indemnified party or parties), in any of
      which events such fees and expenses of one additional counsel shall be
      borne by the indemnifying party; provided, however, that the indemnifying
      party shall not, in connection with any one action or separate but
      substantially similar or related actions in the same jurisdiction arising
      out of the same general allegations or circumstance, be liable for the
      reasonable fees and expenses of more than one separate firm of attorneys
      at any time for all

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                                       8


      such indemnified parties. No settlement of any action or proceeding
      against an indemnified party shall be made without the consent of the
      indemnifying party.

F.    In order to provide for just and equitable contribution in circumstances
      in which the indemnification provided for in Section 6 is due in
      accordance with its terms but is for any reason held by a court to be
      unavailable on grounds of policy or otherwise, the Company and the
      Placement Agent and the Investor shall contribute to the aggregate losses,
      claims, damages and liabilities (including legal or other expenses
      reasonably incurred in connection with the investigation or defense of
      same) which the other may incur in such proportion so that the Company,
      the Placement Agent and the Investor shall be responsible for such percent
      of the aggregate of such losses, claims, damages and liabilities as shall
      equal the percentage of the gross proceeds paid to each of them.;
      provided, however, that no person guilty of fraudulent misrepresentation
      within the meaning of Section 11(f) of the 1933 Act shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation. For purposes of this Section 6(F), any person
      controlling, controlled by or under common control with the Placement
      Agent, or any partner, director, officer, employee, representative or any
      agent of any thereof, shall have the same rights to contribution as the
      Placement Agent and each person controlling, controlled by or under common
      control with the Company within the meaning of Section 15 of the 1933 Act
      or Section 20 of the 1934 Act and each officer of the Company and each
      director of the Company shall have the same rights to contribution as the
      Company and each person controlling, controlled by or under common control
      with the Investor within the meaning of Section 15 of the 1933 Act or
      Section 20 of the 1934 Act and each member of the general partner of the
      Investor shall have the same rights to contribution as the Company. Any
      party entitled to contribution will, promptly after receipt of notice of
      commencement of any action, suit or proceeding against such party in
      respect of which a claim for contribution may be made against the other
      party under this Section 6(F), notify such party from whom contribution
      may be sought, but the omission to so notify such party shall not relieve
      the party from whom contribution may be sought from any obligation they
      may have hereunder or otherwise if the party from whom contribution may be
      sought is not materially prejudiced thereby. The indemnity and
      contribution agreements contained in this Section 6 shall remain operative
      and in full force and effect regardless of any investigation made by or on
      behalf of any indemnified person or any termination of this Agreement.

7.    FEES. The Company hereby agrees to pay the Placement Agent 1% for the
      gross proceeds from each Put with a maximum of ten thousand dollars
      ($10,000). It is hereby agreed that the Agent's fee shall be paid on a pro
      rata basis, as a relative proportionate part of each withdrawal the
      company actually executes. Each proportionate fee shall be paid within 15
      days of the actual withdrawal of money.

8.    PAYMENT OF EXPENSES. The Company hereby agrees to bear all of the expenses
      in connection with the Offering, including, but not limited to the
      following: filing fees, printing and duplicating costs, advertisements,
      postage and mailing expenses with respect to the transmission of Offering
      Materials, registrar and transfer agent fees, and expenses, fees of the
      Company's counsel and accountants, issue and transfer taxes, if any. The
      Company agrees to bear all the reasonable expenses of the Placement Agent
      in performing its services under this Agreement including but not limited
      to the fees and expenses of counsel. All expenses bigger then 50 US$ shall
      be authorized by the company in advance.

9.    CONDITIONS OF CLOSING. The Closing shall be held at the offices of the
      Investor or its counsel. The obligations of the Placement Agent hereunder
      shall be subject to the

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                                       9


      continuing accuracy of the representations and warranties of the Company
      herein as of the date hereof and as of the Date of Closing (the "Closing
      Date") with respect to the Company as if it had been made on and as of
      such Closing Date; the accuracy on and as of the Closing Date of the
      statements of the officers of the Company made pursuant to the provisions
      hereof; and the performance by the Company on and as of the Closing Date
      of its covenants and obligations hereunder and to the following further
      conditions:

A.    Upon the effectiveness of a registration statement in accordance with the
      Investment Agreement, the Placement Agent shall receive the opinions of
      Counsel to the Company and of the Investor, dated as of the date thereof,
      which opinion shall be in form and substance reasonably satisfactory to
      the Investor, the Company, their counsel and the Placement Agent.

B.    At or prior to the Closing, the Placement Agent shall have been furnished
      such documents, certificates and opinions as it may reasonably require for
      the purpose of enabling them to review or pass upon the matters referred
      to in this Agreement and the Offering Materials, or in order to evidence
      the accuracy, completeness or satisfaction of any of the representations,
      warranties or conditions herein contained.

C.    At and prior to the Closing, (i) there shall have been no material adverse
      change nor development involving a prospective change in the condition or
      prospects or the business activities, financial or otherwise, of the
      Company from the latest dates as of which such condition is set forth in
      the Offering Materials; (ii) there shall have been no transaction, not in
      the ordinary course of business except the transactions pursuant to the
      Investment Agreement entered into by the Company which has not been
      disclosed in the Offering Materials or to the Placement Agent in writing;
      (iii) except as set forth in the Offering Materials, the Company shall not
      be in default under any provision of any instrument relating to any
      outstanding indebtedness for which a waiver or extension has not been
      otherwise received; (iv) except as set forth in the Offering Materials,
      the Company shall not have issued any securities (other than those to be
      issued as provided in the Offering Materials) or declared or paid any
      dividend or made any distribution of its capital stock of any class and
      there shall not have been any change in the indebtedness (long or short
      term) or liabilities or obligations of the Company (contingent or
      otherwise) and trade payable debt; (v) no material amount of the assets of
      the Company shall have been pledged or mortgaged, except as indicated in
      the Offering Materials; and (v) no action, suit or proceeding, at law or
      in equity, against the Company or affecting any of its properties or
      businesses shall be pending or threatened before or by any court or
      federal or state commission, board or other administrative agency,
      domestic or foreign, wherein an unfavorable decision, ruling or finding
      could materially adversely affect the businesses, prospects or financial
      condition or income of the Company, except as set forth in the Offering
      Materials.

D.    . At Closing, the Placement Agent shall receive a certificate of the
      Company signed by an executive officer and chief financial officer, dated
      as of the applicable Closing, to the effect that the conditions set forth
      in subparagraph (C) above have been satisfied and that, as of the
      applicable closing, the representations and warranties of the Company set
      forth herein are true and correct.

10.   TERMINATION. This Agreement shall be co-terminus with, and terminate upon
      the same terms and conditions as those set forth in, the Investment
      Agreement. The rights of the Investor and the obligations of the Company
      under the Registration Rights Agreement, and

<PAGE>
                                       10


      the rights of the Placement Agent and the obligations of the Company shall
      survive the termination of this Agreement unabridged for a period of
      twenty-four (24) months after the Closing Date.

11.   MISCELLANEOUS. A. This Agreement may be executed in any number of
      counterparts, each of which shall be deemed to be an original, but all
      which shall be deemed to be one and the same instrument. B. Any notice
      required or permitted to be given hereunder shall be given in writing and
      shall be deemed effective when deposited in the United States mail,
      postage prepaid, or when received if personally delivered or faxed (upon
      confirmation of receipt received by the sending party), addressed as
      follows:

If to Placement Agent, to:

      Charleston Capital Corporation
      Attn: Ara Proudian, President
      216 East 45th Street, 7th Floor
      New York, New York 10017
      (800) 826-2622 Fax: (212) 244-6955

      If to the Company, to:

      Organitech USA, Inc.
      Attention: Lior Hessel, CEO
      PO Box 700
      Yoqneam 20692 Israel
      Telephone: 972-4-959-0515
      Facsimile: 972-4-959-0514

      If to the Investor:

      Dutchess Private Equities fund, LP
      312 Stuart St.
      Boston, MA 02116
      Tel: (617) 960-3582
      Fax: (617) 960-3772

      or to such other address of which written notice is given to the others.

C.    This Agreement shall be governed by and construed in all respects under
      the laws of the State of Delaware, without reference to its conflict of
      laws rules or principles. Any suit, action, proceeding or litigation
      arising out of or relating to this Agreement shall be brought and
      prosecuted in such federal or state court or courts located within the
      Commonwealth of Massachusetts as provided by law. The parties hereby
      irrevocably and unconditionally consent to the jurisdiction of each such
      court or courts located within the Commonwealth of Massachusetts and to
      service of process by registered or certified mail, return receipt
      requested, or by any other manner provided by applicable law, and hereby
      irrevocably and unconditionally waive any right to claim that any suit,
      action, proceeding or litigation so commenced has been commenced in an
      inconvenient forum.

<PAGE>
                                       11


D.    This Agreement and the other agreements referenced herein contain the
      entire understanding between the parties hereto and may not be modified or
      amended except by a writing duly signed by the party against whom
      enforcement of the modification or amendment is sought.

E.    If any provision of this Agreement shall be held to be invalid or
      unenforceable, such invalidity or unenforceability shall not affect any
      other provision of this Agreement.

      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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                                       12


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.


ORGANITECH USA, INC.

By:___________________
Name: Lior Hessel
Title: CEO


CHARLESTON CAPITAL COPRORATION:

By:___________________
Name: Ara Proudian
Title: President


INVESTOR:

DUTCHESS PRIVATE EQUITIES FUND, L.P.
BY ITS GENERAL PARTNER DUTCHESS
CAPITAL MANAGEMENT, LLC

By:__________________________________
Name: Douglas H. Leighton
Title: A Managing Member

</TEXT>
</DOCUMENT>
