EXHIBIT 3(i).2

                       STARTECH ENVIRONMENTAL CORPORATION

                             AUDIT COMMITTEE CHARTER

Purpose of the Audit Committee
------------------------------

     The Audit Committee (the "Committee") is appointed by the Board of
Directors (the "Board") of Startech Environmental Corporation (the "Company") to
assist the Board in overseeing and monitoring the:

     o    auditing and integrity of the Company's financial statements;

     o    qualification and independence of the Company's independent auditors
          (the "Auditors");

     o    performance of the Company's internal audit function and the Auditors;

     o    compliance by the Company with legal and regulatory requirements; and

     o    accounting and financing reporting process.

     The Committee shall be responsible for maintaining free and open
communication (including private executive sessions at least annually) with the
Auditors, the internal auditors and members of senior financial management.

     The function of the Committee is one of oversight. While the Committee has
the responsibilities and powers set forth in this Charter, the duties of the
Committee do not include the planning or conducting of audits or the
presentation, preparation or integrity of the Company's financial statements or
that the disclosures contained therein are complete and accurate and in
accordance with generally accepted accounting principles ("GAAP") and applicable
rules and regulations. These are the responsibilities of management. The
Auditors are responsible for the audit of the Company's annual financial
statements in accordance with generally accepted audit standards, reviewing the
Company's quarterly financial statements prior to the filing of each quarterly
report on Form 10-Q and other procedures, all in accordance with the standards
of the profession.

Reliance on Information Provided
--------------------------------

     The Board acknowledges that the Company's internal auditor, as well as the
Auditors, have more resources, time, knowledge and detailed information about
the Company and its financial, accounting and auditing practices than do
Committee members; consequently, in carrying out its responsibilities, the
Committee is not providing any expert or special assurance as to the Company's
financial statements or any professional certification as to the Auditors' work
or auditing standards. Each member of the Committee shall be entitled to rely on
(i) the integrity of those persons and organizations within and outside the
Company from which it receives information, (ii) the accuracy of the financial
and other information provided by such persons or organizations absent actual
knowledge to the contrary (which shall be promptly reported to the Board) and
(iii) representations made by management as to all audit and non-audit services
provided by the auditors to the Company.

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Membership; Organization
------------------------

1.   Number. The Committee shall consist of at least three (3) members of the
     Board, each of which are free of any relationship that, in the opinion of
     the Board, may interfere with such member's individual exercise of
     independent judgment and who otherwise comply with the standards set forth
     in this Charter.

2.   Independence. Each member of the Committee shall satisfy the applicable
     independence requirements for serving on audit committees as set forth in
     the applicable rules of the National Association of Securities Dealers (the
     "NASD Rules") and in the rules adopted by the Securities and Exchange
     Commission (the "SEC") pursuant to Section 301 of the Sarbanes-Oxley Act of
     2002 (the "S-OX Act"), as codified in Section 10A(m)(3) of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), to the extent such
     rules are applicable to the Company.

3.   Financial Literacy. Each member of the Committee shall, at the time of his
     or her appointment to the Committee, be able to read and understand
     fundamental financial statements, including the Company's balance sheet,
     income statement and cash flow statement. At least one member of the
     Committee shall be an "audit committee financial expert" as such term is
     defined by applicable SEC and NASD Rules. All members of the Committee
     shall participate in continuing education programs as set forth in the
     rules developed by the Nasdaq Listing and Hearings Review Council.

4.   Chairman. Unless a chairman of the Committee is designated by the Board,
     the members of the Committee shall elect a chairman (the "Chairman") by
     majority vote of the full Committee. The Chairman shall be responsible for
     leadership of the Committee, including scheduling and presiding over
     meetings, preparing agendas, making regular reports to the Board, and
     maintaining regular liaison with the Chief Executive Officer, Chief
     Financial Officer, the independent audit lead partner and the director of
     internal audit.

5.   Compensation. The compensation of the Committee shall be as determined by
     the Board. No member of the Committee may receive any consulting, advisory
     or other compensatory fee from the Company other than fees paid in his or
     her capacity as a member of the Board or a committee thereof.

6.   Selection and Removal. Members of the Committee shall be appointed by the
     Board. The Board may remove and replace members of the Committee, with or
     without cause, at any time.

Authority and Responsibility
----------------------------

1.   General. The Committee shall have all authority (necessary or implied) in
     order to carry out its duties and responsibilities as well as such other
     duties as may be delegated from time to time by the Board. In carrying out
     such duties and responsibilities, the Committee's policies and procedures
     should remain flexible in order to react to changing conditions and
     circumstances. The policies and procedures set forth herein are therefore
     set forth as a guide with the understanding that the Committee may alter or
     supplement them as appropriate. The foregoing notwithstanding, in the event
     that the Committee is at any time unable, for whatever reason, to carry out
     its duties and responsibilities as well as such other duties as may be
     delegated from time to time by the Board under this Charter, the entire
     Board, as then composed, shall be responsible for carrying out the duties
     and responsibilities of the Committee, as well as such other duties as may
     be delegated from time to time by the Board.

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2.   Oversight of the Auditors.
     --------------------------

     (a)  Selection. The Committee shall be solely and directly responsible for
          appointing, evaluating, retaining and, when necessary, terminating and
          replacing the Auditors (subject, if applicable, to stockholder
          ratification).

     (b)  Independence. The Committee shall take appropriate actions to satisfy
          itself as to the independence of the Auditors. The Committee shall
          obtain and review a report from the Auditors at least annually
          regarding:

          (i)   the Auditors' internal quality-control procedures;

          (ii)  any material issues raised by the most recent internal
                quality-control review, or peer review, of the firm, or by any
                inquiry or investigation by governmental or professional
                authorities within the preceding five years respecting one or
                more independent audits carried out by the firm;

          (iii) any steps taken by the Auditors to deal with any such issues;
                and

          (iv)  vall relationships between the Auditors and the Company,
                including the disclosures required by Independence Standards
                Board Standard No. 1.

          The Committee shall actively engage in a dialogue with the Auditors
          with respect to evaluating the qualifications, performance and
          independence of the Auditors, including considering whether the
          auditors' quality controls are adequate and taking into account the
          opinions of management and the internal auditors. The Committee shall
          present its conclusions with respect to the Auditors to the Board
          annually in advance of the annual meeting of stockholders.

     (c)  Compensation. The Committee shall be solely and directly responsible
          for approving and setting the compensation of the Auditors, including,
          but not limited to, all audit engagement fees and the terms of all
          non-audit engagements. The Committee is empowered, without further
          action by the Board, to cause the Company to pay the fees and expenses
          of the Auditors approved by the Committee.

     (d)  Non-Audit Services. The Committee shall establish policies and
          procedures for the engagement of the Auditors to provide such
          non-audit services as may be legally performed in accordance with Rule
          2-01(c)(4) of Regulation S-X, and for determining the compensation to
          be paid for such services, and consider whether the Auditors'
          performance of any non-audit services is compatible with the Auditors'
          independence in accordance with Rule 2-01(c)(7) of Regulation S-X. The
          Committee shall cause the Company to disclose in its periodic reports
          filed with the SEC the approval by the Committee of any non-audit
          services to be performed by the Auditors.

     (e)  Pre-Approval of Services. The Committee shall pre-approve (either on a
          case-by-case basis or in accordance with detailed policies and
          procedures established by the Committee) all auditing services and
          permitted non-audit services (including the fees and terms thereof) to
          be performed for the Company by its Auditors, subject to the "de
          minimis" safe harbor exceptions for non-audit services which are
          approved by the Committee prior to the completion of the audit in
          accordance with Section 10A(i)(1)(B) of the Exchange Act and the rules
          and regulations of the SEC (including Rule 2-01(c)(7) of Regulation
          S-X). In addition to the foregoing, the Committee shall obtain from
          the Auditors, annually, a formal written statement of the fees billed
          for audit services, audit-related services, tax services and all other
          services rendered by the Auditors for the most recent fiscal year, as

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          well as the nature of the services comprising the fees disclosed under
          each category other than audit fees, the percentage of hours expended
          on the audit engagement that were attributed to persons other than the
          auditors' full-time, permanent employees (if greater than 50%) and the
          percentage of services under each category (other than audit fees)
          that were approved by the Committee after the provision of services
          under the "de minimis" safe harbor described above.

     (f)  Oversight. The Auditors shall report directly to the Committee and the
          Committee shall be solely and directly responsibility for overseeing
          the Auditors (including reviewing and resolving disagreements between
          management and the Auditors regarding financial reporting) for the
          purpose of preparing or issuing an audit report or related work. In
          connection with its oversight role, the Committee shall from time to
          time, as appropriate, but at least quarterly, timely obtain and review
          the reports required to be made by the Auditors pursuant to Section
          10A(k) of the Exchange Act and Rule 2-07 of Regulation S-X regarding:

          (i)   all critical accounting policies and practices;

          (ii)  all alternative treatments of financial information within GAAP
                that have been discussed with management officials of the
                Company, ramifications of the use of such alternative
                disclosures and treatments, and the treatment preferred by the
                Auditors; and

          (iii) other material written communications between the Auditors and
                management of the Company, such as any management letter or
                schedule of unadjusted differences.

          In addition to the foregoing, the Company shall receive and review
          audit reports, review with the Auditors any problems or difficulties
          the Auditors may have encountered in carrying out their
          responsibilities, and providing the Auditors with full access to the
          Committee and the Board to report on all appropriate matters.

     (g)  Planning and Scope of Audit. The Committee shall meet with the
          Auditors prior to the audit to discuss the planning, staffing and
          scope of its audit work.

     (h)  Conduct of the Audit. The Committee shall discuss with the Auditors
          the matters required to be discussed by Statement on Auditing
          Standards No. 61 relating to the conduct of the audit, including any
          difficulties encountered in the course of the audit work, any
          restrictions on the scope of activities or access to requested
          information, and any significant disagreements with management. In
          addition to the foregoing, the Committee shall discuss with the
          Auditors: (i) accounting adjustments that were identified or proposed
          by the Auditors and were not implemented; (ii) communications between
          the audit team and the Auditors national office relating to auditing
          or accounting issues presented by the engagement; (iii) any
          "management letter" issued or proposed to be issued by the Auditors to
          the Company and any other material written communications between the
          Auditors and management; and (iv) any issues identified or
          difficulties encountered by the Auditors with management's response to
          such adjustments, communications or letter.

     (i)  Evaluation and Rotation of Lead Partner. The Committee shall review
          and evaluate the lead partner of the Auditors' team. To the extent
          required by law, the Committee shall ensure the rotation of the lead
          (or coordinating) audit partner having primary responsibility for the
          audit, the audit partner responsible for reviewing the audit and other
          members of the audit engagement team.

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     (j)  Hiring of Employees. The Committee shall set clear policies for the
          Company's hiring of employees and former employees of the Auditors who
          participated in any capacity in the audit of the Company in the prior
          two years, which policies shall reflect any limitations required by
          law.

3.   Financial Statement and Disclosure Matters.
     -------------------------------------------

     (a)  Discussion and Recommendation of Audited Financial Statements. The
          Committee shall review and discuss with management and the Auditors
          the annual audited financial statements, including disclosures made in
          management's discussion and analysis of financial condition and
          results of operations. The Committee shall recommend to the Board
          whether the audited financial statements should be included in the
          Company's Annual Report on Form 10-K.

     (b)  Discussion of Interim Financial Statements. The Committee shall review
          and discuss with management and the Auditors the Company's quarterly
          financial statements including in the Company's Quarterly Reports on
          Form 10-Q filed by the Company with the SEC, including the results of
          the Auditors' review of the quarterly financial statements and
          disclosures made in "Management's Discussion and Analysis of Financial
          Condition and Results of Operations", prior to the filing of a
          Quarterly Report on Form 10-Q.

     (c)  Review of Financial Reporting Issues. The Committee shall discuss with
          management and the Auditors significant financial reporting issues and
          judgments made in connection with the preparation of the Company's
          financial statements, including any significant changes in the
          Company's selection or application of accounting principles and the
          Auditors' judgment about the quality, and not just acceptability, of
          the Company's accounting principles, and any major issues as to the
          adequacy of the Company's internal controls (including computerized
          information system controls and security) and any special steps
          adopted in light of material control deficiencies. The review shall
          also include a discussion of the reasonableness of judgments and
          estimates made in the preparation of the financial statements that may
          be viewed as critical, as well as the clarity of financial statement
          disclosure.

     (d)  Earnings Press Releases. The Committee shall discuss with management
          and the Auditors, as appropriate, the Company's earnings press
          releases, including the use of "pro forma" or "adjusted" non-GAAP
          information, as well as financial information and earnings guidance
          provided to analysts and rating agencies. The Committee will discuss
          generally the types of information to be disclosed and any
          presentations to be made. The Chief Financial Officer shall review
          earnings releases with the Chairman prior to their release to the
          public.

     (e)  Regulatory and Accounting Initiatives. The Committee shall discuss
          with management and the Auditors the effect of regulatory and
          accounting initiatives on the Company's financial statements, as well
          as any off-balance sheet structures the Company has established. The
          Committee shall review with management and the Auditors any
          correspondence with regulators or government agencies and any employee
          complaints or published reports that raise material issues regarding
          the Company's financial statements or accounting policies.

     (f)  Financial Risk Exposures. The Committee shall discuss with management
          the Company's major financial risk exposures and the steps management
          has taken to monitor and control such exposures, including the
          Company's risk assessment and risk management policies and procedures.

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     (g)  CEO and CFO Certification Process. The Committee shall review
          disclosures made to the Committee by the Company's Chief Executive
          Officer and Chief Financial Officer during their certification process
          for the annual reports on Form 10-K and the quarterly reports on Form
          10-Q about any significant deficiencies in the design or operation of
          internal controls or material weaknesses therein and any fraud,
          whether material or not material, involving management or other
          employees who have a significant role in the Company's internal
          controls.

     (h)  Report of Committee. Consistent with the exercise of its business
          judgment, the Committee shall prepare, for inclusion in the Company's
          Proxy Statement, the annual report of the Committee required by the
          rules of the SEC.

4.   Oversight of the Company's Internal Audit Function.
     ---------------------------------------------------

     (a)  Performance Review. The Committee shall review and evaluate the
          performance of the head of the Company's internal auditing department
          and, if appropriate, recommend the selection of a new person. Any
          change in the incumbent in such position or in his or her compensation
          shall not be made without the approval of the Committee. The head of
          the Company's internal auditing department shall have unrestricted
          access to the Committee.

     (b)  Internal Controls and Procedures. The Committee shall review and
          discuss with management, the internal auditor and, to the extent
          appropriate, the Auditors the adequacy and effectiveness of the
          Company's accounting and financial controls, records and system for
          monitoring and managing business risk [and legal compliance](1)
          programs, including a review of the Company's response to any
          management letter provided by the Auditors and management's plans for
          implementing any necessary or desirable improvements in its internal
          accounting procedures and controls.

     (c)  Internal Auditing Reports. The Committee shall provide oversight to
          internal audit activities, including reviewing the significant reports
          to management prepared by the internal auditing department and
          management's responses.

     (d)  Planning and Scope of Internal Audit. The Committee shall discuss with
          the Auditors and the internal audit department responsibilities,
          budget and staffing and any recommended changes in the planned scope
          of the internal audit.

5.   Compliance Oversight Responsibilities.
     --------------------------------------

     (a)  Section 10A(b) of the Exchange Act. The Committee shall obtain
          assurance from the Auditors that Section 10A(b) of the Exchange Act,
          relating to the discovery by the Auditors of illegal acts that have or
          may have occurred, has not been implicated.

     (b)  Compliance with Foreign Corrupt Practices Act. The Committee shall
          review and discuss with management and the internal auditor the
          Company's procedures and practices designed to insure that: (i) the
          Company's books, records, accounts and internal accounting controls
          are established and maintained in compliance with Section 102 of the
          Foreign Corrupt Practices Act of 1977, and (ii) there are adequate
          controls in place to prevent or detect (A) any improper or illegal
          disbursement of corporate funds or property of value or (B) the making
          of any arrangement on behalf of the Company which may provide for or
          result in the improper or illegal disbursement of funds or property of
          value, in order that the Company be in compliance with Section 103(a)
          of the Foreign Corrupt Practices Act.

--------
1 Should legal compliance be within the jurisdiction of the Committee?

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     (c)  Regulatory Compliance, Conflicts of Interest and Ethical Conduct. The
          Committee shall periodically discuss with the Company's General
          Counsel or, as appropriate, outside counsel, the adequacy of the
          policies and practices of the Company related to compliance with key
          regulatory requirements, conflicts of interest and ethical conduct
          (including the Company's Code of Ethics for the Chief Executive
          Officer, Chief Financial Officer, Controller and Financial Managers
          (the "Code of Ethics") and the Company's Code of Business Conduct and
          Ethics), including any potential or actual conflicts of interest
          involving directors or officers of the Company. The Committee shall
          review and assess the adequacy of the Code of Ethics and the Company's
          Code of Business Conduct and Ethics. The Committee shall also review
          all related party transactions required to be disclosed under Item 404
          of Regulation S-K on an ongoing basis and all such transactions must
          be approved by the Committee.

     (d)  Procedures for Complaints. Establish procedures for (i) the receipt,
          retention and treatment of complaints received by the Company
          regarding accounting, internal accounting controls or auditing
          matters, and (ii) the confidential, anonymous submission by employees
          of concerns regarding questionable accounting or auditing matters.

     (e)  Discussion of Legal Matters. Discuss with the Company's General
          Counsel or, as appropriate, outside counsel, legal matters that may
          have a material impact on the financial statements or the Company's
          compliance policies.

Procedures and Administration
-----------------------------

1.   Meetings. The Committee shall meet at least four (4) times per year and
     more frequently as it believes is necessary or appropriate to fulfill its
     duties and responsibilities. The Committee may also act by unanimous
     written consent in lieu of a meeting. A majority of the Committee shall
     constitute a quorum for the taking of any action at any meeting of the
     Committee and a majority of those members present at a meeting, a quorum
     being present, shall be required to approve any action taken by the
     Committee. The Chairman may call a meeting upon due notice to each other
     member not less than twenty-four (24) hours prior to such meeting and any
     member may call a meeting upon due notice to each other member not less
     than forty-eight (48) hours prior to such meeting. The Committee shall meet
     at least annually, in separate executive sessions, with (a) the Company's
     management, (b) the head of the Company's internal auditing department and
     (c) the Auditors.

2.   Access to Information. In discharging its duties, the Committee shall have
     full access to all Company books, records, facilities, personnel and
     outside professionals. The Company may request any Company personnel, or
     the Company's outside legal counsel or Auditors, to meet with the Committee
     or any of its members or advisors.

3.   Subcommittees. The Committee may form and delegate authority to
     subcommittees consisting of one or more members of the Committee when
     appropriate, including the authority to grant pre-approvals of audit and
     permitted non-audit services; provided that decisions of such subcommittee
     to grant pre-approvals shall be presented to the full Committee at its next
     scheduled meeting.

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4.   Independent Advisors; Funding. The Committee shall have the authority, to
     the extent it deems necessary or appropriate, to retain independent legal,
     accounting or other advisors, who may be regular advisors to the Company.
     The Company shall provide such funding as the Committee determines is
     appropriate in connection with the retention of such advisors and the
     compensation of any Auditors for audit, review or other similar services.

5.   Investigations. The Committee shall have the authority to conduct or
     authorize investigations into any matters within the scope of its
     responsibilities as it shall deem appropriate.

6.   Administrative Expenses. The Committee is empowered, without further action
     by the Board, to cause the Company to provide appropriate funding for
     ordinary administrative expenses of the Committee that are necessary or
     appropriate in carrying out the Committee's duties.

7.   Reports to Board. The Committee shall keep such records of its meetings as
     it shall deem appropriate and make regular reports to the Board.

8.   Charter. The Committee shall review and reassess the adequacy of this
     Charter annually and recommend to the Board for approval any proposed
     changes which the Committee believes are necessary or appropriate.

9.   Review of Committee's Performance. The Committee shall conduct and present
     to the Board an annual performance evaluation of the Committee.