10% CONVERTIBLE NOTE

EXHIBIT 10.2

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

FOR PURPOSES OF SECTIONS 1272, 1273, AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR THIS SECURITY ARE AVAILABLE FROM THE COMPANY BY TELEPHONING THE COMPANY’S FINANCE DEPARTMENT AT (617) 624-0111 OR BY SUBMITTING A WRITTEN REQUEST TO: CONVERTED ORGANICS, INC., 7A COMMERCIAL WHARF WEST, BOSTON, MASSACHUSSETTS 02110, ATTENTION: EDWARD J. GILDEA.

10% CONVERTIBLE NOTE

Issue Date: March 6, 2009 Original Principal Amount: US$550,000

No.  R — 1

FOR VALUE RECEIVED, Converted Organics Inc., a Delaware corporation (the “ Company ”), hereby unconditionally promises to pay to the order of Professional Offshore Opportunity Fund, LLC (the “ Holder ”), having an address at 1400 Old Country Road, Suite 206, Westbury, New York 11590, or at such address or at such other place as may be designated in writing by the Holder, or its assigns, the aggregate principal sum of Five Hundred Fifty Thousand Dollars United States Dollars ($550,000) (the “ Original Note Amount ”), which is made up of principal of Five Hundred Thousand United States Dollars ($500,000) (the “ Principal ”) and the pre-computed and pre-paid interest at a rate of ten percent (10%) per annum (the “ Interest ”) from the date set forth above through the first anniversary of this 10% Convertible Note (the “ Note ”). Subject to the other provisions of this Note, the principal amount of this Note, including any increase in such principal amount or interest, and all accrued and unpaid interest, if any, hereon shall mature and, together with the Original Note Amount (as reduced by the aggregate principal amount of this Note that has been prepaid or converted), become due and payable on the one-year anniversary of the initial release of Escrowed Funds (as defined in the Escrow Agreement dated March 6, 2009) (the “ Stated Maturity Date ”). Except as provided herein, all payments of principal and interest by the Company under this Note shall be made in United States dollars in immediately available funds to an account specified by the Holder.

The Company will pre-pay the first year’s interest on this Note entirely by increasing the principal amount of this Note. For the avoidance of doubt, the Original Note Amount includes the entire principal amount plus the pre-computed and pre-paid amount of interest for the one year period following the date above through the Stated Maturity Date.

In the event that any amount due hereunder is not paid when due, such overdue amount shall bear interest at an annual rate of eighteen percent (18%) until paid in full. In no event shall any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable law and if any such payment is paid by the Company, then such excess sum shall be credited by the Holder as a payment of principal.

This Note is one of a series of Notes (the “ Company Notes ”) of like tenor in an aggregate principal amount of One Million Five Hundred Thousand United States Dollars ($1,500,000) total with interest at a rate of 10% per annum for a total value of the Company Notes in an aggregate amount of One Million Six Hundred Fifty Thousand Dollars ($1,650,000) to be issued by the Company from time to time pursuant to the terms of the Purchase Agreement, and subject further to increases, as hereinafter defined.

1.  Definitions. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein. Unless the context otherwise requires, when used herein the following terms shall have the meaning indicated:

“ Affiliate ” shall mean, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common control with, such Person.

“ Board ” shall mean the Board of Directors of Company.

“ Board Calls ” has the meaning set forth in Section 5(b)(x) hereof.

“ Trading Day ” other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.

“ Change of Control ” shall be deemed to have occurred if, at any time (i) any Person or any Persons acting together that would constitute a “group” for purposes of Section 13(d) under the 1934 Act, or any successor provision thereto (other than one or more of the Investor and their Affiliates), shall acquire beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act, or any successor provision thereto) in a single transaction or a series of related transactions, of more than 50% of the aggregate voting power of the Company, other than one or more Investor or Investor’s Affiliates; (ii) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction; or (iii) the Company sells or transfers its assets, as an entirety or substantially as an entirety, to another Person.

“ Common Stock ” shall mean the Common Stock, par value $0.0001 per share, of the Company or any securities into which shares of Common Stock may be reclassified after the date hereof.

“ Common Stock Equivalent Price ” means the amount equal to the quotient obtained by dividing (i) with respect to a single transaction or a series of transactions, the total aggregate consideration received by the Company upon the issuance of shares of Common Stock and/or Common Stock Equivalents and (ii) the number of shares of Common Stock issued or issuable upon the conversion, exchange or exercise of any Common Stock Equivalent in connection with such transaction or series of transactions.

“ Common Stock Equivalents ” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“ Company ” has the meaning set forth in the first paragraph hereof.

“ Company Notes ” has the meaning set forth in the fourth paragraph hereof.

“ Control ” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Conversion Price ” shall initially be equal to the lower of: (i) the Initial Conversion Price; or (ii) the Lowest Fixed Conversion Price. In the event there is an Event of Default, the Conversion Price shall equal the lowest of: (i) the Initial Conversion Price; (ii) the Lowest Fixed Conversion Price; and (iii) the Default Conversion Price.

“ Conversion Shares ” has the meaning set forth in the Purchase Agreement.

“ Default Conversion Price ” shall mean 70% of the average of the three lowest Market Prices of the Common Stock during the twenty (20) day trading period immediately prior to any conversion.

“ Event of Default ” has the meaning set forth in Section 6 hereof.

“ Fair Market Value ” shall mean (i) with respect to any publicly traded securities, the Market Price of such securities and (ii) with respect to any other securities or other assets, the fair market value of such other securities or other assets as determined by the Board in the good faith exercise of its reasonable business judgment.

“ Final Redemption Premium ” has the meaning set forth in Section 3(a) hereof.

“ Holder ” has the meaning set forth in the first paragraph hereof.

“ Indebtedness ” means any liability or obligation (i) for borrowed money, other than trade payables incurred in the ordinary course of business, (ii) evidenced by bonds, debentures, notes, or other similar instruments, (iii) in respect of letters of credit or other similar instruments (or reimbursement obligations with respect thereto), except letters of credit or other similar instruments issued to secure payment of trade payables or obligations in respect of workers’ compensation, unemployment insurance and other social security laws or regulations, all arising in the ordinary course of business, (iv) to pay the deferred purchase price of property or services, except trade payables arising in the ordinary course of business, (v) as lessee under capitalized leases, or (vi) secured by a Lien on any asset of the Company or a Subsidiary, whether or not such obligation is assumed by the Company or such Subsidiary.

“ Initial Conversion Price ” shall mean initially 85% of the Market Price for the Trading Day immediately preceding the date of any conversion under this Note.

“ Interest ” has the meaning set forth in first paragraph hereof.

“ Investor ” has the meaning set forth in the Purchase Agreement.

“ Lien ” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any of the foregoing).

“ Lowest Fixed Conversion Price ” shall mean the lowest price, conversion price or exercise price set by the Company in any equity financing transaction, convertible security, or derivative instrument issued after the date hereof in a “New Transaction.” The term “ New Transaction ” as used in this Note and in any other Transaction Document, means any financing transaction consummated directly or indirectly by the Company with parties other than the Holder, Investor or their Affiliates involving issuance of Common Stock or other securities convertible into or exercisable for Common Stock. The issuance of equity securities pursuant to the Company’s stockholder approved equity compensation plans outstanding on the date hereof shall not be considered a New Transaction.

“ Market Price ”, as of a particular date (the “ Valuation Date ”), shall mean the following with respect to any class of securities: (A) if such security is then listed on a national stock exchange, the Market Price shall be the closing bid price of one share of such security on such exchange on the last Trading Day prior to the Valuation Date, provided that if such security has not traded in the prior ten (10) trading sessions, the Market Price shall be the average closing bid price of such security in the most recent ten (10) trading sessions during which such security has traded; (B) if such security is then included in the Over-the-Counter Bulletin Board, the Market Price shall be the closing sale price of one share of such security on the Over-the-Counter Bulletin Board on the last Trading Day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low ask price quoted on the Over-the-Counter Bulletin Board as of the end of the last Trading Day prior to the Valuation Date, provided that if such security has not traded in the prior ten (10) trading sessions, the Market Price shall be the average closing price of one share of such security in the most recent ten (10) trading sessions during which such security has traded; or (C) if such security is then included in the “pink sheets,” the Market Price shall be the closing sale price of one share of such security on the “pink sheets” on the last Trading Day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low ask price quoted on the “pink sheets” as of the end of the last Trading Day prior to the Valuation Date, provided that if such security has not traded in the prior ten (10) trading sessions, the Market Price shall be the average closing price of one share of such security in the most recent ten (10) trading sessions during which such security has traded.

“ Note ” has the meaning set forth in the first paragraph hereof.

“ Original Issue Discount ” has the meaning set forth in Section 2(b).

“ Permitted Indebtedness ” means:

(a) Unsecured Indebtedness that is subordinate in right of payment to the Company Notes existing before the date of the Purchase Agreement and refinancings, renewals and extensions of any such Indebtedness if (i) the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended, (ii) if the principal amount thereof or interest payable thereon is not increased, (iii) the ranking thereof is subordinate in right of payment to the Company Notes at least to the same extent as the Indebtedness being refinanced, renewed or extended, and (iv) the terms thereof are not less favorable to the Company or the Subsidiary incurring such Indebtedness than the Indebtedness being refinanced, renewed or extended;

(b) Guaranties by any Subsidiary of any “Permitted Indebtedness” of the Company or another Subsidiary;

(c) Indebtedness of the Company to any wholly owned Subsidiary and Indebtedness of any wholly owned Subsidiary to the Company or another wholly owned Subsidiary which constitutes “Permitted Indebtedness” or which is otherwise subordinate in right of payment to the Company Notes;

(d) Indebtedness incurred in connection with financing insurance premiums payable by the Company and its Subsidiaries in the ordinary course of business;

(e) Other Indebtedness consented to in writing by the Holder;

(f) All indebtedness, including secured indebtedness, outstanding prior to the date of this Note;

(g) The Company or any Subsidiary may offer payees of its outstanding trade payables the right to convert such trade payable into Indebtedness, provided, that any conversion is not at a rate below Market Price and any Common Stock issued under this subsection (g) shall be restricted stock and any registration rights granted shall be junior in right to the registration rights granted Holder; and

(h) Unsecured Indebtedness not otherwise permitted hereunder, not exceeding $10,000.

“ Permitted Liens ” means:

(a) Liens existing on the date of the Purchase Agreement;

(b) Liens imposed by law for taxes that are not yet due or are being contested in good faith and for which adequate reserves have been established on the Company’s books and records in accordance with U.S. generally accepted accounting principles, consistently applied;

(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law;

(d) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(e) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Company or any of its Subsidiaries; and

(f) Other Liens consented to in writing by the Holder.

“ Person ” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

“ Prepayment ” has the meaning set forth in Section 3(a) hereof.

“ Principal ” has the meaning set forth in first paragraph hereof.

“ Purchase Agreement ” shall mean the Purchase Agreement, dated as of March 6, 2009, and as that agreement may be amended from time to time, by and among the Company and the Investor.

“ Redemption Date ” means the earliest to occur of (i) the date this Note is prepaid and redeemed pursuant to Section 3(a) hereof, (ii) the effective time of a Change of Control or (iii) the date this Note is redeemed pursuant to Section 3(c) hereof.

“ Redemption Price ” has the meaning set forth in Section 3(b) hereof.

“ Stated Maturity Date ” has the meaning set forth in the first paragraph hereof.

“ Stockholder Approval ” has the meaning set forth in the Purchase Agreement.

“ Subordinated Indebtedness ” shall mean Indebtedness of the Company or any Subsidiary that specifically provides that such Indebtedness is to rank junior to the Company Notes in right of payment and is subordinated by its terms in right of payment to the Company Notes.

“ Subsidiary ” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.

“ Warrants ” has the meaning set forth in the Purchase Agreement.

“ Warrant Shares ” has the meaning set forth in the Purchase Agreement.

2.  Purchase Agreement .

(a) This Note is one of the several 10% Convertible Notes of the Company to be issued from time to time pursuant to the Purchase Agreement. This Note is subject to the terms and conditions of, and entitled to the benefit of, the provisions of the Purchase Agreement.

(b) The Holder shall purchase the series of Company Notes at a price equal to 90% of the Principal, excluding the Interest, which shall represent a 10% original issue discount (the “ Original Issue Discount ”). The deduction of the Original Issue Discount shall be made as provided in the Purchase Agreement.

3.  Prepayment; Change of Control .

(a) The Company may, from time to time at its option, upon ten (10) days’ prior written notice to the Holder, prepay all or part of this Note (with all accrued and unpaid interest thereon) prior to the Stated Maturity Date (each, a “ Prepayment ”); provided that any such Prepayment shall be subject to a premium equal to 125% of the Principal amount being prepaid (the 25% increase over the Principal amount shall be referred to as the “ Premium ”) which shall be paid to the Holder in immediately available funds simultaneously with such Prepayment. Upon a Change of Control, dissolution or winding up of the Company, the Holder will first receive the Prepayment on the outstanding principal amount of the Company Notes before any Subordinated Indebtedness is paid or distribution is made in respect of capital stock.

(b) In the event that a Change of Control occurs prior to the Stated Maturity Date, the Company shall redeem as of the effective time of the Change of Control all, but not less than all, of the then-outstanding principal amount of this Note and all accrued interest thereon at a cash redemption price equal to the greater of (i) the then-outstanding principal amount of this Note and all accrued interest thereon plus the Premium and (ii) the product of (A) the number of shares of Common Stock into which such Note would have been converted if the Note were converted on the Redemption Date and (B) the Fair Market Value of the consideration per share to be received by holders of Common Stock in connection with a Change of Control as of the Redemption Date (the “ Redemption Price ”). The Company shall provide written notice to the Holder of this Note of any pending Change of Control pursuant to subsections (ii) and (iii) of the definition of Change of Control, but not less than 15 days prior to the effective date of such Change of Control. On the Redemption Date, the Company shall pay the Redemption Price to the Holder in immediately available funds to an account previously specified in writing by the Holder. The Holder shall not be required to surrender this Note prior to payment of the Redemption Price, and the Note shall be deemed redeemed as of the tender of the Redemption Price. Upon payment in full of the Redemption Price to the Holder as provided in this Section 3, this Note shall be deemed to have been paid in full and shall no longer be outstanding for any purpose.

4.  Conversion Rights .

(a) Following the date of the Stockholder Approval to the earlier of the Stated Maturity Date and the Redemption Date and subject to and upon compliance with the provisions of this Note, the Holder shall have the right, at its option at any time, to convert some or all of the Note into such number of fully paid and nonassessable shares of Common Stock at the Conversion Price. The rights of conversion set forth in this Section 4 shall be exercised by the Holder by giving written notice to the Company that the Holder elects to convert a stated amount of this Note into Common Stock, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued.

(b) Promptly after receipt of the written notice referred to in Section 4(a) above, but in no event more than three (3) Trading Days thereafter, the Company shall issue and deliver, or cause to be issued and delivered, to the Holder, registered in such name or names as the Holder may direct in writing, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such portion of this Note. To the extent permitted by law, such conversion shall be deemed to have been effected, and the Conversion Price shall be determined, as of the close of business on the Trading Day immediately preceding the date on which such written notice shall have been received by the Company and at such time, the rights of the Holder shall cease with respect to the principal amount of the Company Notes being converted, and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby. If, however, the Company fails to deliver the full number of shares due upon any conversion within five (5) calendar days following the demand of conversion, the Company shall pay liquidated damages in cash equal to $1,500 per day for each day the shares are not delivered to the Holder.

(c) No fractional shares shall be issued upon any conversion of this Note into Common Stock. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 4(c), be delivered upon such conversion, the Company, in lieu of delivering such fractional share, shall at its option either pay to the Holder an amount in cash equal to the Market Price of such fractional share of Common Stock or round the number of shares up to the nearest whole share.

(d) If the Company shall, at any time or from time to time while this Note is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its