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To: Jorjenzak who wrote (32005)	3/1/2000 12:32:00 PM
From: SSP	Read Replies (2) \| Respond to of 150070

MDIA: 281,400,000/275612 = 1021 Catalyst Financial Corp. 16 East 52nd Street Suite 501 New York, New York 10022 Gentlemen: In accordance with recent discussions, AbTech Industries, Inc., a Delaware corporation ("AbTech"), hereby confirms its agreement with Medtech Diagnostics, Inc., a Delaware corporation ("Medtech") and Catalyst Financial Corp. (the "Placement Agent") as follows: 1. Description of Pre-Offering Merger Activities. AbTech proposes to merge with and into Medtech, a corporation which is controlled by Steven N. Bronson, the president of Catalyst. AbTech proposes to consummate such merger (the "Merger") in the following manner: (a) AbTech will reduce its outstanding indebtedness, exclusive of its accounts payable, accrued liabilities, capital leases and the note due to HGI, to not more than $300,000 by converting such indebtedness into not more than 775,000 shares of its common stock (the "Debt Conversion"). (b) Medtech will reverse split its outstanding common stock so that the 281,400,000 outstanding shares will be reduced to 275,612 shares if the minimum number of units are sold in the private placement described below, and to 237,512 shares if the maximum number of shares are sold in such placement, provided, however, that, if AbTech issues more than 775,000 shares of its common stock in connection with the Debt Conversion, the size of the reverse split shall be adjusted to provide each of Medtech's shareholders with the same pro rata post-Merger ownership interest in the Company that they would have held if AbTech had issued 775,000 shares of its common stock pursuant to the Debt Conversion. (c) AbTech will merge into Medtech, which will change its name to AbTech Industries, Inc., or such other name as shall be mutually acceptable to AbTech, Medtech and the Placement Agent (such merged entity being hereinafter referred to as, the "Company"). In connection with that Merger, each outstanding share of AbTech common stock will be exchanged for one share of the company's common stock (the "Common Stock"), provided, however, that, if AbTech issues more than 775,000 shares of its common stock in connection with the Debt Conversion, each of the investors who purchase the Units hereinbelow described will receive such number of additional shares of Common Stock as may be necessary to provide such investors with the same prop rata post-Merger ownership interest in the Company that they would have held if AbTech had issued 775,000 shares of its common stock pursuant to the Debt Conversion. (d) The Merger shall be effectuated pursuant to the terms, and subject to the conditions, of a merger agreement to be negotiated by Medtech and AbTech with the assistance of their respective counsel, and drafted by AbTech's counsel (the "Merger Agreement"). (e) AbTech shall not be obligated to consummate the Merger unless and until the Initial Closing shall be successfully completed. AbTech and Medtech shall complete the Merger as soon after the date of completion of the Offering as is reasonably possible.