FAT CATS

[lady*b]

You wouldn't have bought one COINW.....it was a package
deal upon the initial offering..............

The orignal prospectus states:
1,800,000 Units
Each unit consisting of one share of common stock,
one redeemable Class A warrant,
and one non-redeemable Class B warrant

http://www.sec.gov/Archives/edgar/data/1366340/000095013507000774/b61186b4e424b4.htm

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COMPUTERSHARE SHAREHOLDER SERVICES, INC.
AND ITS WHOLLY-OWNED SUBSIDIARY COMPUTERSHARE TRUST COMPANY, N.A.

DATED AS OF FEBRUARY 16, 2007

<PAGE>

WARRANT AGREEMENT

This Agreement, dated as of February 16, 2007, is between Converted
Organics Inc., a Delaware corporation (the "Company") and Computershare
Shareholder Services, Inc. and its wholly-owned subsidiary Computershare Trust
Company, N.A., (collectively, the "Warrant Agent" or individually "CSS" and the
"Trust Company" respectively).

The Company, at or about the time that it is entering into this Agreement,
proposes to issue and sell to public investors up to 2,300,000 Units (together
with the additional units issuable as provided herein, the "Units"). Each Unit
consists of one share of common stock, $0.0001 par value, of the Company, one
Class A Warrant and one Class B Warrant. The Class A Warrants and the Class B
Warrants are herein collectively referred to as the "Warrants." Each Warrant is
exercisable to purchase one share of Common Stock upon the terms and conditions
and subject to adjustment in certain circumstances, all as set forth in this
Agreement.