EX-10.5






Exhibit 10.5




FIRST AMENDMENT TO




SECURITIES PURCHASE AGREEMENT




          This First Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of July
___, 2005, among CHANGING WORLD TECHNOLOGIES, INC., a Delaware corporation (the “Company”), having
its principal office at 460 Hempstead Avenue, West Hempstead, New York 11552 and each of the
investors set forth on signature pages hereto (each an “Investor”; and collectively the
“Investors”).




          WHEREAS, the Company and the Investors are party to that certain Securities Purchase Agreement
date October 24, 2002 (the “Original Agreement”);




          WHEREAS, the Company and the Investors desire to amend the Original Agreement to eliminate the
Investors rights to cause the Company to register shares of common stock of the Company as set
forth in Sections 7.2.2 and 7.2.3(i) thereof.




          NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Amendment, and for
other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,
the Company and the Investors agree as follows:



1. Amendments. Sections 7.2.2 and 7.2.3(i) of the Original Agreement are hereby deleted and
of no further force and effect.



2. Inconsistent Terms. The terms and provisions hereof are intended to amend the Original
Agreement. If any term or provision of the Original Agreement is contradictory to, or inconsistent
with, any term or provision of this Amendment, then the terms and provisions of this Amendment
shall in all events control and such contradictory or inconsistent term or provision of the
Original Agreement shall be null and void. All terms of the Original Agreement not expressly
amended hereby shall remain in full force and effect..



3. Miscellaneous.




     3.1 This Amendment shall be deemed to have been made and delivered in New York City and shall
be governed as to validity, interpretation, construction, effect and in all other respects by the
internal laws of the State of New York.



     3.2 This Amendment may be executed in separate counterparts, all of which shall constitute one
agreement.



 









 





          IN WITNESS WHEREOF, the parties have executed this First Amendment to Securities Purchase
Agreement as of the date first above written.




	 	 	 	 	 
	 	COMPANY:




CHANGING WORLD TECHNOLOGIES, INC.

 	 
	 	By:  	 	 
	 	Name: 	  	 	 
	 	Title: 	  	 	 
	 
	 	INVESTORS:




CWT VENTURES GROUP II LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Eizel 33, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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[Signature Page to First Amendment to Securities Purchase Agreement — Continued]




	 	 	 	 	 
	 	ZACHARY I. SILVER 1999 TRUST

 	 
	 	By:  	 	 
	 	 	Eve Silver, Trustee 	 
	 	 	 	 
	 
	 	EMILY J. SILVER 1999 TRUST

 	 
	 	By:  	 	 
	 	 	Eve Silver, Trustee 	 
	 	 	 	 
	 
	 	LILA R. SILVER 1999 TRUST

 	 
	 	By:  	 	 
	 	 	Eve Silver, Trustee 	 
	 	 	 	 
	 
	 	MALCOLM FINKELSTEIN 1999 TRUST

 	 
	 	By:  	 	 
	 	 	Michael B. Finkelstein, Trustee 	 
	 	 	 	 
	 
	 	BENJAMIN FINKELSTEIN 1999 TRUST

 	 
	 	By:  	 	 
	 	 	Michael B. Finkelstein, Trustee 	 
	 	 	 	 
	 
	 	CAROLINE S. FINKELSTEIN 1999 TRUST

 	 
	 	By:  	 	 
	 	 	Michael B. Finkelstein, Trustee 	 
	 	 	 	 
	 




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[Signature Page to First Amendment to Securities Purchase Agreement — Continued]




	 	 	 	 	 
	 	JACOB ENTEL 1999 TRUST

 	 
	 	By:  	 	 
	 	 	Deborah Entel, Trustee 	 
	 	 	 	 
	 
	 	ALEXA M. ENTEL 1999 TRUST

 	 
	 	By:  	 	 
	 	 	Deborah Entel, Trustee 	 
	 	 	 	 
	 
	 	MED PARTNERS

 	 
	 	By:  	 	 
	 	 	Michael B. Finkelstein, Partner 	 
	 	 	 	 
	 




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[Signature Page to First Amendment to Securities Purchase Agreement — Continued]




	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 

Jerome Finkelstein
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 

Harold Finkelstein
	 	 







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