0000950117-04-000659 Sample Contracts

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Warrant Agreement • February 12th, 2004 • Ortec International Inc • Biological products, (no disgnostic substances) • New York
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RECITALS
Cell Therapy Manufacturing Agreement • February 12th, 2004 • Ortec International Inc • Biological products, (no disgnostic substances) • Maryland
February 3, 2004
Placement Agent Agreement • February 12th, 2004 • Ortec International Inc • Biological products, (no disgnostic substances) • New York

This letter Agreement (the "Agreement") confirms the engagement of Burnham Hill Partners ("BHP"), a division of Pali Capital, Inc., by Ortec International (the "Company") to act as its exclusive placement agent in connection with the Company's issuance of common stock and warrants pursuant to the S-2 registration statement initially filed with the Securities and Exchange Commission on September 22, 2003 ("Financing").

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