Amendment to the Loan Agreement by and among the Company



 Exhibit 10.1 
 Lampe, Conway & Co., LLC 
 LC Capital Master Fund, Ltd. 
 680 Fifth Avenue, Suite 1202 
 New York, NY
10019 
 July 31, 2007 
 DAYSTAR
TECHNOLOGIES, INC. 
 13 Corporate Drive 
 Halfmoon, NY 12065

 Attn: Stephan DeLuca, Chief Executive Officer 
  

	 	Re:	Extension with Respect to Consummation of the Transaction. 

 Ladies and Gentlemen: 
 Reference is hereby made to that certain Loan Agreement, dated as of June 15, 2007 (as amended and
modified from time to time, the “Loan Agreement”), by and among the DayStar Technologies, Inc. (the “Company”), LC Capital Master Fund, Ltd. (together with its successor and assigns, the “Holders”)
and Lampe, Conway & Co., LLC, as the agent and collateral agent for the Holders (in such capacities, together with its successors and assigns, the “Agent”). Initially capitalized terms used herein but not specifically
defined herein shall have the meanings ascribed to them in the Loan Agreement. 
 The Company has requested that the Holders extend the
deadline for consummating the Transaction under Section 6.2 of the Loan Agreement (such deadline, the “Transaction Deadline”) from July 31, 2007 to September 14, 2007 (such later date, the “Extension
Date”). The Agent and the Holders party hereto (who represent the Majority Holders) hereby agree to extend the Transaction Deadline to the Extension Date; provided that, notwithstanding the provisions of Section 6.1 of the Loan
Agreement, failure to consummate the Transaction (or a similar equity financing) on or before the Extension Date, whereby the Company shall have raised Transaction Proceeds of not less than $25,000,000, shall immediately (without any cure period)
constitute an Event of Default under the Loan Agreement. The Holders party hereto (who represent the Majority Holders) expressly agree that the failure of the Company to consummate the Transaction by July 31, 2007 shall not be deemed a default
or an Event of Default under Section 6.1 of the Agreement. 
 The extension of the Transaction Deadline granted herein is limited to the
specifics hereof, shall not apply with respect to any default or Event of Default, or any other facts or occurrences other than those on which the same are based, shall not excuse future non-compliance with the Loan Agreement, shall not be a
practical construction, course of conduct or course of performance under the Loan Agreement, and, except as expressly set forth herein, shall not operate as a waiver or an amendment of any right, power, or remedy of Agent, nor as a consent to or
waiver of any further or other matter, under the Loan Documents. The Company hereby acknowledges and reaffirms (i) all of their obligations and duties under the Loan Documents, and (ii) that the Agent, for the ratable benefit of the
Holders, has and shall continue to have valid, secured, Liens in the Collateral. 
 This letter may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of this letter
by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this letter. 
  







 This letter shall be governed by the laws of the state of New York applicable to contracts made and to be
performed in the state of New York. 
 Very truly yours, 
 LAMPE, CONWAY & CO., LLC, 
 as Agent 
 By:  /s/ Richard F.
Conway                                     
 Name: Richard F. Conway 
 Title: 
 LC CAPITAL MASTER FUND, LTD, 
 as a Holder 
 By:  /s/ Richard F.
Conway                                     
 Name: Richard F. Conway 
 Title: 
  







 ACKNOWLEDGED AND ACCEPTED: 
 DAYSTAR TECHNOLOGIES, INC., 
 as the Company 
 By:     /s/ Stephen
DeLuca                         
 Name: Stephen DeLuca 
 Title: Chief Executive Officer