EXHIBIT 10.15
CONFIRMATION
Reference is made to that certain letter agreement, dated December 12,
2004, by and between Organitech USA, Inc. ("ORGANITECH") and Clal Finance
Underwriting Ltd. ("CLAL") (the "LETTER AGREEMENT") and that certain Amendment
To Securities Purchase Agreement And Registration Rights Agreement, entered into
between Organitech, Clal and certain other parties concurrently herewith
("AMENDMENT").
This is to confirm that, in consideration for the services provided by Clal
to Organitech to date, including with respect to the investment of $200,000 in
Organitech by [Harel] contemplated under the Amendment, Clal will receive:
(a) Series A-1 Warrants (as defined in, and amended by, the Amendment) for
an aggregate of 180,000 shares of Organitech common stock (of which warrants for
82,500 shares of Organitech common stock have previously been issued to Clal);
(b) Series A-2 Warrants (as defined in the Amendment) for an aggregate of
180,000 shares of Organitech common stock (of which warrants for 82,500 shares
of Organitech common stock have previously been issued to Clal); and
(c) An aggregate payment of $30,000 +VAT (of which $22,000 + VAT has
previously been paid).
Should Clal introduce additional investors to Organitech with respect to
the remaining $200,000 investment available under the Amendment, Clal will
receive (i) 4% of the amounts actually invested + VAT; and (ii) 15,000 Series
A-1 Warrants and 15,000 Series A-2 Warrants with respect to each $100,000
invested by such investor introduced by Clal, or a proportional amount thereof
if applicable.
ORGANITECH USA, INC.
By: ___________________
Name: ___________________
Title: ___________________
Date: 14.3.2006
CLAL FINANCE UNDERWRITING LTD.
By: ___________________
Name: ___________________
Title: ___________________
Date:
