VOTING AGREEMENT

VOTING AGREEMENT

This Voting Agreement is entered into as of this 14^th day of April, 2006, pursuant to the Agreement Among Ortec International, Inc., ORTN Acquisition Corp., Hapto Biotech, Inc. and Certain Shareholders and Option Holders of Hapto Biotech, Inc., for the merger of Hapto Biotech, Inc. with and into ORTN Acquisition Corp. dated as of April 14, 2006 (the “Merger Agreement”), and is the Voting Agreement referred to in the Merger Agreement. Capitalized terms not otherwise defined in this Voting Agreement shall have the meanings ascribed thereto in the Merger Agreement.

Until the earlier of:
(a)	2 years after the Closing Date or

 

(b) the time when the number of Ortec Shares still owned by the Shareholders and the Option Holders (including Ortec Shares held by the Escrow Agent of which the Shareholders and Option Holders are the beneficial owners) and originally received by them pursuant to the terms of the Merger Agreement, aggregate less than 5% of the Ortec Shares then outstanding,

 

the undersigned agree to vote all the Ortec Shares owned by them in favor of the election of the following persons as directors of Ortec:

Two Hapto Designee Directors (initially Xxxxxxx Xxxxxxxx and Xxxxxxx Xxxxxx, but should either Xxxxxxx Xxxxxxxx and/or Xxxxxxx Xxxxxx be unable or unwilling to serve as a director of Ortec for any reason, HBL shall have the right to choose a Hapto Designee Director in place of Xxxxxxx Xxxxxxxx or his successor, and Denkaria B.V. shall have the right to choose a Hapto Designee Director in place of Xxxxxxx Xxxxxx or his successor), and

Xxxxxx Xxxx and

Xxx Xxxxxxxx

Provided, however, that the undersigned will not be required to vote for Xxx Xxxxxxxx and/or Xxxxxx Xxxx and/or the Hapto Designee if such person has been convicted of violating the securities laws of any country or any political subdivision of a country, or of any crime of moral turpitude, or conducts himself in any manner that his conduct is deemed by the other Ortec directors to be ethically objectionable.

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

H.B.L. Hadasit BioHoldings Limited
						Xxx Xxxxxxxx
						Date:
By:
	Print Name:
	Title:
	Date:					Xxxxxx Xxxx
						Date:

Xxxxxxxxxx X. Xxxxxxxxxxxxx

Date:

Denkaria B.V.

By:
	Print Name:		Xxxxx Xxxxxxxxxx,
	Title:		as trustee for Baruch Marganitt
	Date:			Date:

Microdent, Ltd.
						Xxxxxxx Xxxxxx
						Date:
By:
	Print Name:
	Title:
	Date:					Xxxxxxx Xxxxxxxxx
						Date:

Latar-Tech Holdings, Ltd.
						Xxxx Xxxxxxxxxx
						Date:
By:
	Print Name:
	Title:
	Date:					Xxxxxx Xxxx
						Date:

Israel Technology Partners, L.P.	Xxx Xxxxxxxxx
		Date:

By:
	Print Name:
	Title:			Xxxx Hotovely-Salomon
	Date:			Date: