0000950117-04-002715 Sample Contracts

July 27, 2004 Mr. Ron Lipstein Chief Executive Officer Ortec International Inc. 3960 Broadway New York, NY 10032 Gentlemen: This letter Agreement (the "Agreement") confirms the engagement of Burnham Hill Partners ("BHP"), a division of Pali Capital,...
Placement Agent Agreement • July 28th, 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., and ViewTrade Securities, Inc. ("ViewTrade") by Ortec International (the "Company") to jointly act as the Company's 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"). Such registration statement and all amendments thereto, whether such amendments have heretofore been, or will hereafter be, filed are collectively referred to in this agreement as the "Registration Statement."

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RECITALS
Cell Therapy Manufacturing Agreement • July 28th, 2004 • Ortec International Inc • Biological products, (no disgnostic substances) • Maryland
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