Exhibit 10.1 Stock Purchase Agreement


    
      
        

      

    

     

    Exhibit
      10.1

    

      This
        STOCK PURCHASE & REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
        is
        made and entered into as of May 23, 2006, by and between STARTECH ENVIRONMENTAL
        CORPORATION, a Colorado corporation (the “Company”),
        and
        FB U.S. Investments, L.L.C., an Alabama limited liability company (the
“Purchaser”).
        

       

      RECITALS

       

      The
        Company desires to issue and sell to the Purchaser in a private placement
        (the
“Offering”),
        and
        the Purchaser desires to purchase from the Company, on the terms and subject
        to
        the conditions set forth herein, one
        million three hundred thousand
        (1,300,000) shares (the “Shares”)
        of
        common stock, no par value (“Common
        Stock”),
        of
        the Company, along with two million six hundred thousand (2,600,000) three-year
        warrants (the “Warrants”
and,
        together with the Shares, the “Securities”),
        the
        terms of such Warrants being as set forth in the Warrant Agreement substantially
        in the form attached as Exhibit
        A
        hereto.
        This Agreement and the Warrants shall be referred to herein collectively
        as the
“Transaction
        Documents”.
        

       

      The
        Purchaser desires, upon the terms and conditions set forth in this Agreement,
        to
        purchase Securities in the Offering. 

       

      The
        Company and the Purchaser are executing and delivering this Agreement in
        reliance upon the exemption from securities regulation afforded by
        Section 4(2) of the Securities Act (as defined in Section 3
        hereof) and Rule 506 under Regulation D.

       

      IN
        CONSIDERATION of the premises and mutual covenants contained in this Agreement
        and other good and valuable consideration, the receipt and sufficiency of
        which
        are hereby acknowledged, the Company and the Purchaser agree as
        follows:

       

      
        	
              	1.	
                Purchase
                  and Sale of Securities.
                  

              


      

       

      (a)    
          Purchase
        and Sale of Shares.
        Subject
        to the terms and conditions hereof, at the Closing identified in Section
        2
        hereof,
        the Company shall issue and sell to the Purchaser, and the Purchaser shall
        purchase from the Company, one
        million three hundred thousand (1,300,000)
        Shares,
        which
        number of Shares have been calculated by dividing TWO MILLION SIX HUNDRED
        THOUSAND DOLLARS ($2,600,000) (the “Purchase
        Price”)
        by
        $2.00 per Share (the “Share
        Price”),
        which
        said Share
        Price is Two Dollars per share ($2.00)

       

      (b)     
         Purchase
        and Sale of Warrants.
        In
        addition to the foregoing, and subject to the terms and conditions hereof,
        at
        the Closing identified in Section
        2
        hereof,
        the Company shall issue to the Purchaser One Warrant to purchase shares of
        Common Stock on the following terms: 

       

      
        
          
          

        

        
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                Warrant
                  Coverage:

              	
                The
                  Purchaser will be entitled to receive TWO
                  warrants (the “Purchased
                  Warrants”)
                  for each of the common Shares of the Company purchased. The Shares
                  of
                  Common Stock purchased into which the Warrants are exercisable
                  (the
                  “Warrant
                  Shares”)
                  will have piggyback registration rights as provided in this
                  Agreement.

              


      

      


      
        	
                Term:

              	
                The
                  Purchased Warrants shall be exercisable for a term of three-years
                  from the
                  Closing Date (as defined below).

              


      

      


      
        	
                Exercise
                  Price:

              	
                The
                  Warrants will be exercisable into 1,300,000
                  shares of Common Stock at a warrant-price of $5.00
                  each
                  (the “Series
                  A Warrants”)
                  and also 1,300,000
                  shares of Common Stock at a warrant-price of $6.00
                  each (the “Series
                  B Warrants”);.
                  

              


      

      


      (c) Exemption.
        The
        purchase and sale of the Securities pursuant to the terms hereof will be
        made in
        reliance upon the provisions of Section 4(2) of the Securities Act of 1933,
        as
        amended (the “Securities
        Act”),
        Rule
        506 of Regulation D promulgated thereunder by the United States Securities
        and
        Exchange Commission (the “SEC”),
        or
        such other exemptions from the registration requirements of the Securities
        Act
        as may be available with respect to the investment in the Securities to be
        made
        hereunder.

       

      
        	 	
                2.

              	
                Closings
                  and Deliverables.

              


      

       

      (a)    Payment.
        At the
        Closing, the Purchaser will make a wire transfer payment to the Company,
        to the
        account set forth on Exhibit
        B
        hereto,
        in an amount equal to the Purchase Price, which Purchase Price shall entitle
        the
        Purchaser, subject to the satisfaction of the terms and conditions herein,
        to
        receive the Shares and the Purchased Warrants. Together with the Purchase
        Price,
        at the Closing, the Purchaser shall deliver to the Company a fully completed
        and
        executed copy of the Investor Questionnaire in the form attached as Exhibit
        C
        hereto
        (the “Investor
        Questionnaire”).

       

      (b)    Closing.
        The
        closing of the purchase and sale of the Securities shall take place at 12:00
        p.m. (Eastern Standard Time) on the date hereof (the “Closing
        Date”),
        at
        the offices of the Company (the “Closing”).
        

       

      (c)    Deliverables.
        At the
        Closing, or as soon as is reasonably practicable thereafter, and assuming
        the
        Company has received the Purchase Price and the Investor Questionnaire, the
        Company (or its transfer agent) shall deliver to the Purchaser a stock
        certificate (or certificates) representing the Shares so purchased at the
        Closing, as well as one or more Warrant Agreements representing the Series
        A
        Warrants and Series B Warrants, in each case registered in the name of the
        Purchaser, and such other documents and certificates as are required by this
        Agreement at the Closing. 

       

      
        
          
          

        

        
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      3.    Representations
        and Warranties by the Company.
        The
        Company hereby represents and warrants to the Purchaser, as of the date hereof,
        as follows: 

       

      (a)    Incorporation
        and Qualification.
        The
        Company has been duly organized and is validly existing as a Corporation
        and in
        good standing under the laws of the State of Colorado with the requisite
        corporate power and authority to own and use its properties and assets and to
        carry on its business as currently conducted. 

       

      (b)    Authority.
        The
        Company has the requisite corporate power and authority to enter into this
        Agreement and to issue and deliver the Shares and the Warrants and, upon
        exercise of the Warrants in accordance with the terms thereof, the Warrant
        Shares. The execution and delivery of this Agreement and the issuance and
        delivery of the Shares and the Warrants hereunder and the consummation of
        the
        transactions contemplated hereby have been duly and validly authorized by
        all
        necessary corporate action by the Company. This Agreement has been duly and
        validly executed and delivered by and on behalf of the Company and constitutes
        a
        valid, legal and binding agreement, enforceable against the Company in
        accordance with its terms, except as enforceability may be limited by general
        equitable principles, bankruptcy, insolvency, fraudulent conveyance,
        reorganization, moratorium or other laws affecting creditors’ rights generally.
        Assuming payment of the Purchase Price in full at the Closing, the Shares
        and
        the Warrants will be duly authorized, validly issued, fully paid and
        non-assessable. Upon exercise of the Warrants in accordance with the terms
        thereof, including payment of the exercise price in full, the Warrant Shares
        will be duly authorized, validly issued, fully paid and non-assessable.


       

      (c)    No
        Conflicts.
        The
        execution, delivery and performance of this Agreement by the Company and
        the
        consummation by the Company of the Offering do not and will not: (i) conflict
        with or violate any provision of the Company’s articles of incorporation or
        bylaws, or (ii) subject to obtaining the Required Approvals (as defined below),
        conflict with, or constitute a default (or an event that with notice or lapse
        of
        time or both would become a default) under, or give to others any rights
        of
        termination, amendment, acceleration or cancellation (with or without notice,
        lapse of time or both) of, any agreement, credit facility, debt or other
        instrument (evidencing a Company debt or otherwise) to which the Company
        is a
        party or by which any property or asset of the Company is bound or affected,
        or
        (iii) result in a violation of any law, rule, regulation, order, judgment,
        injunction, decree or other restriction of any court or governmental authority
        as currently in effect to which the Company is subject (including federal
        and
        state securities laws and regulations), or by which any property or asset
        of the
        Company is bound or affected; except in the case of each of clauses (ii)
        and
        (iii), such as could not, individually or in the aggregate (x) adversely
        affect
        the legality, validity or enforceability of the Offering, (y) have or result
        in
        a material adverse effect on the results of operations, assets, business
        or
        condition (financial or otherwise) of the Company, taken as a whole (other
        than
        any change, effect, event or condition that arises from changes in general
        economic conditions or conditions affecting the industry of the business
        of the
        Company generally, or such changes, events or conditions resulting directly
        from
        the announcement of or the consummation of the Offering contemplated hereby),
        or
        (z) adversely impair the Company’s ability to perform fully on a timely basis
        its obligations under this Agreement (any of (x), (y) or (z), a “Material
        Adverse Effect”). 

       

      
        
          
          

        

        
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      (d)    Capital
        Stock; Fully Paid and Non-Assessable.
        

       

      (i)    As
        of the
        date hereof, the
        authorized capital stock of the Company consists of 10,000,000 shares of
        preferred stock, no par value (the “Preferred
        Stock”),
        of
        which there are no shares issued and outstanding, and 800,000,000 shares
        of
        Common Stock, of which 26,517,745 shares are issued and !9,320,845 are
        outstanding, of which: (x) 1,000,000 shares are authorized for issuance under
        the Company’s stock option plans; (y) 1,557,500 shares are reserved for issuance
        upon the exercise of options granted and issuable by the Company thereunder;
        and
        (z) 2,363,611 shares are reserved for issuance upon the exercise of warrants
        to
        purchase shares of Common Stock.

       

      (ii)    All
        outstanding shares of Common Stock have been duly authorized and validly
        issued and are fully paid and nonassessable and were issued in compliance
        with
        all applicable Federal and state securities laws. Except
        as
        contemplated by this Agreement or as set forth in all
        forms, reports and documents filed with the SEC pursuant to the Securities
        Act
        and Securities Exchange Act of 1934, as amended (the “Exchange
        Act”),
        from
        January 1, 2003 through the date hereof
        (collectively, the “SEC
        Reports”),
        the
        Company has no outstanding subscription, option, warrant, right of first
        refusal, preemptive right, call, contract, demand, commitment, convertible
        security or other instrument, agreement or arrangement of any character or
        nature whatever under which the Company is or may be obligated to issue Common
        Stock or any other equity security of any kind or which otherwise relates
        to the
        Company’s securities. 

       

      (e)    Filings,
        Consents and Approvals.
        The
        Company is not required to obtain any consent, waiver, authorization or order
        of, give any notice to, or make any filing or registration with, any court
        or
        other federal, state, local or other governmental authority or other person
        or
        entity in connection with the execution, delivery and performance by the
        Company
        of this Agreement, other than (i) the filing with the SEC of a Form D pursuant
        to Regulation D of the Securities Act, and (iii) applicable state securities
        law
        Blue Sky filings (collectively, the “Required
        Approvals”).

       

      (f)    SEC
        Reports; Financial Statements.
        Since
        January 1, 2003, the Company has filed (i) all reports required to be filed
        by it under the Securities Act; (ii) all annual reports on Form 10-K and
        all quarterly reports on Form 10-Q required to be filed by it under the
        Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, in
        order for it to satisfy its filing requirements under the Exchange Act for
        the
        periods to which each such report relates; (iii) an annual report on Form
        10-K,
        covering the fiscal year ended October 31, 2003, which was filed with the
        SEC on
        January 29, 2004; (iv) a quarterly report on Form 10-Q, covering the fiscal
        quarter ended January 31, 2004, which was filed with the SEC on March 15,
        2004;
        and (v) a quarterly report on Form 10-Q, covering the fiscal quarter ended
        April
        30, 2004, which was filed with the SEC on June 2, 2004; (the foregoing
        materials, as amended, where applicable, being collectively referred to herein
        as the “SEC
        Reports”).
        As of
        their respective dates, the SEC Reports complied in all material respects
        with
        the requirements of the Securities Act and the Exchange Act and the rules
        and
        regulations of the SEC promulgated thereunder, and to the Knowledge (as defined
        below) of the Company, none of the SEC Reports, when filed, contained any
        untrue
        statement of a material fact or omitted to state a material fact required
        to be
        stated therein or necessary in order to make the statements therein, in light
        of
        the circumstances under 

       

       

      
        
          
          

        

        
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      which
        they were made, not misleading. The financial statements of the Company included
        in the SEC Reports comply in all material respects with applicable accounting
        requirements and the rules and regulations of the SEC with respect thereto
        as in
        effect at the time of filing. Such financial statements have been prepared
        in
        accordance with generally accepted accounting principles applied on a consistent
        basis during the periods involved (“GAAP”),
        except as may be otherwise specified in such financial statements or the
        notes
        thereto, and fairly present in all material respects the financial position
        of
        the Company and its consolidated subsidiaries as of and for the dates thereof
        and the results of operations and cash flows for the periods then ended,
        subject, in the case of unaudited statements, to normal, immaterial, year-end
        audit adjustments.

       

      (g)    No
        Legal Proceedings.
        Except
        as may be described in the SEC Filings, there is no action, suit or proceeding
        before or by any court or any governmental agency or body, domestic or foreign,
        now pending or, to the actual knowledge (without the need for inquiry or
        special
        investigation) of the Chief Financial Officer, Chief Operating Officer or
        Chief
        Executive Officer of the Company (“Knowledge”),
        threatened against or affecting the Company, or any of its properties or
        assets,
        which is reasonably likely to have a Material Adverse Effect. 

       

      4.    Representations
        and Warranties of the Purchaser.
        The
        Purchaser represents and warrants to the Company, as of the date hereof,
        as
        follows:

       

      (a)    Power.
        The
        Purchaser has been duly
        organized, is validly existing and is in good standing under the laws of
        its
        state of incorporation, with all limited
        liability company power
        and
        authority to execute, deliver and perform its obligations under the Agreement.
        

       

      (b)    Authority.
        The
        Purchaser has the requisite power and authority to enter into this Agreement
        and
        to purchase the Shares and the Warrants and, upon exercise of the Warrants
        in
        accordance with the terms thereof, the Warrant Shares. The execution and
        delivery of this Agreement and the purchase of the Shares and the Warrants
        hereunder and the consummation of the transactions contemplated hereby have
        been
        duly and validly authorized by all necessary action by the Purchaser. This
        Agreement has been duly and validly executed and delivered by or on behalf
        of
        the Purchaser and constitutes a valid, legal and binding agreement, enforceable
        against the Purchaser in accordance with its terms, except as enforceability
        may
        be limited by general equitable principles, bankruptcy, insolvency, fraudulent
        conveyance, reorganization, moratorium or other laws affecting creditors’ rights
        generally. 

       

      (c)    No
        Conflicts.
        The
        execution, delivery and performance of this Agreement by the Purchaser and
        the
        consummation by the Purchaser of the purchase of the Securities do not and
        will
        not: (i) conflict with or violate any provision of the Purchaser’s
        organizational or charter documents, or (ii) conflict with, or constitute
        a
        default (or an event that with notice or lapse of time or both would become
        a
        default) under, or give to others any rights of termination, amendment,
        acceleration or cancellation (with or without notice, lapse of time or both)
        of,
        any agreement, credit facility, debt or other instrument (evidencing a Company
        debt or otherwise) to which the Purchaser is a party or by which any property
        or
        asset of the Purchaser is bound or affected, or (iii) result in a violation
        of
        any law, rule, regulation, order, judgment, injunction, decree or other
        restriction of any court or governmental authority as currently in effect
        to
        which the Purchaser is subject (including federal and state securities laws
        and
        regulations), or by which any property or asset of the Purchaser is bound
        or
        affected; except in the case of each of clauses (ii) and (iii), such as could
        not, individually or in the aggregate,
        result
        in a Material Adverse Effect.

       

      
        
          
          

        

        
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      (d)    Investment
        in Securities.
        The
        Purchaser represents and warrants to, and covenants with, the Company that:
        (i) the Purchaser, either individually, or together with a purchaser
        representative, is knowledgeable, sophisticated and experienced in making,
        and
        is qualified to make, decisions with respect to investments in shares
        representing an investment decision like that involved in the purchase of
        the
        Securities, including investments in securities issued by the Company and
        comparable entities, and has requested, received, reviewed and considered
        all
        information it deems relevant in making an informed decision to purchase
        the
        Securities; (ii) the Purchaser is acquiring the Securities in the ordinary
        course of its business and for its own account for investment only and with
        no
        present intention or view toward the public sale or distribution thereof,
        and no
        arrangement or understanding exists with any other persons regarding the
        public
        sale or distribution of any Securities; (iii) the Purchaser will not,
        directly or indirectly, except in compliance with the Securities Act, the
        rules
        and regulations promulgated thereunder and such other securities or blue
        sky
        laws as may be applicable, offer, sell, pledge, transfer or otherwise dispose
        of
        (or solicit any offers to buy, purchase or otherwise acquire or take a pledge
        of) any of the Securities or engage in any Short Sale (as defined below);
        (iv) the Purchaser has completed or caused to be completed the Investor
        Questionnaire and the answers thereto are true and correct in all respects
        as of
        the date hereof; (v) the Purchaser has, in connection with its decision to
        purchase the Securities, relied solely upon its own independent investigation
        of
        the Company and the representations and warranties of the Company contained
        herein; and (vi) the Purchaser is an “accredited investor” within the
        meaning of Rule 501(a) of Regulation D promulgated under the Securities
        Act.

       

      (e)    Short
        Sales.
        Neither
        the Purchaser nor any affiliate of the Purchaser (as defined in Rule 405 of
        the Securities Act (each a “Purchaser/Affiliate”)
        and
        which (i) had knowledge about the transactions contemplated hereby, (ii)
        has or shares discretion relating to the Purchaser’s investments or trading or
        information concerning Purchaser’s investments, including the Units, or (iii) is
        subject to the Purchaser’s review or input concerning such Purchaser/Affiliate’s
        investments or trading) has or will, directly or indirectly, engage (A) in
        any “short sale” (as defined in Rule 3b-3 promulgated under the Exchange Act),
        including, without limitation, the maintaining of any short position with
        respect to, establishing or maintaining a “put equivalent position” (within the
        meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering
        into
        any swap, derivative transaction or other arrangement (whether any such
        transaction is to be settled by delivery of Common Stock, other securities,
        cash
        or other consideration) that transfers to another, in whole or in part, any
        of
        the economic consequences of ownership, or otherwise dispose of, any of the
        Securities by the Purchaser or (B) in any hedging transaction which establishes
        a net short position with respect to the Securities (clauses (A) and (B)
        together, a “Short
        Sale”);
        except for (1) Short Sales by a Purchaser/Affiliate which was, prior to the
        date
        on which the Purchaser was first notified that the Company intended to engage
        in
        the transactions contemplated by this Agreement, a market maker for the Common
        Stock, provided
        that
        such Short Sales are in the ordinary course of such Purchaser/Affiliate’s
        business and are in compliance with the Securities Act, and the rules and
        regulations promulgated thereunder, and such other securities or blue sky
        laws
        as may be applicable or (2) Short Sales by a Purchaser/Affiliate which by
        virtue
        of the procedures of the Purchaser are made without knowledge of the
        transactions contemplated in this Agreement and were not induced or encouraged
        by the Purchaser). 

       

      
        
          
          

        

        
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      (f)    Exemptions.
        The
        Purchaser understands that the Securities are being offered and sold to it
        in
        reliance upon specific exemptions from the registration requirements of
        Securities Act, the rules and regulations and state securities laws, and
        that
        the Company is relying upon the truth and accuracy of, and the Purchaser’s
        compliance with, the representations, warranties, agreements, acknowledgments
        and understandings of the Purchaser set forth herein in order to determine
        the
        availability of such exemptions and the eligibility of the Purchaser to acquire
        the Securities.

       

      (g)    Use
        of
        Information.
        The
        Purchaser acknowledges that it is prohibited from and has not reproduced
        or
        distributed this Agreement or any other offering materials or other information
        provided by the Company in connection with the Purchaser’s consideration of its
        investment in the Company, in whole or in part, or divulged or discussed
        any of
        their contents except to its advisors and representatives for the purpose
        of
        evaluating such investment. The foregoing shall not apply to any information
        that is or becomes publicly available through no fault of the Purchaser,
        or that
        the Purchaser is legally required to disclose; provided,
        however,
        that if
        the Purchaser is requested or ordered to disclose any such information pursuant
        to any court or other government order or any other applicable legal procedure,
        it shall provide the Company with prompt notice of any such request or order
        in
        time sufficient to enable the Company to seek an appropriate protective order
        and shall provide the Company with reasonable assistance in obtaining such
        protective order.

       

      (h)    Investment
        Risk.
        The
        Purchaser understands that its investment in the Securities involves a
        significant degree of risk and that the market price of the Common Stock
        has
        been and continues to be volatile, that no representation is being made as
        to
        the future value of the Common Stock and that the Purchaser has carefully
        read
        and considered the matters set forth in the SEC Reports. The Purchaser has
        the
        knowledge and experience in financial and business matters as to be capable
        of
        evaluating the merits and risks of an investment in the Securities and has
        the
        ability to bear the economic risks of an investment in the Securities. The
        Purchaser has had a reasonable opportunity to ask questions of the Company
        and
        its representatives; and the Company has answered all inquiries that the
        Purchaser or the Purchaser’s representatives have put to it, and all such
        inquiries have been answered to the full satisfaction of the
        Purchaser.

       

      (i)    Reliance.
        The
        Purchaser is not relying on the Company or any of its employees or agents
        with
        respect to the legal, tax, economic and related considerations as to an
        investment in the Securities, and the Purchaser has relied on the advice
        of, or
        has consulted with, only his own advisors as it deems necessary or
        advisable.

       

      
        
          
          

        

        
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      (j)    No
        General Solicitation.
        The
        Purchaser is unaware of, is in no way relying on, and did not become aware
        of
        the offering of the Securities through or as a result of, any form of general
        solicitation or general advertising including, without limitation, any article,
        notice, advertisement or other communication published in any newspaper,
        magazine or similar media or broadcast over television or radio, in connection
        with the offering and sale of the Securities and is not subscribing for
        Securities and did not become aware of the Offering through or as a result
        of
        any seminar or meeting to which the Purchaser was invited by, or any
        solicitation of a subscription by, a person not previously known to the
        Purchaser in connection with investments in securities generally. 

       

      (k)    No
        Endorsement of Securities.
        The
        Purchaser understands that no United States federal or state agency or any
        other
        government or governmental agency has passed upon or made any recommendation
        or
        endorsement of the Securities.

       

      (l)    No
        Registration of Securities.
        The
        Purchaser understands that the Securities and the Warrant Shares have not
        been
        registered under the Securities Act and will not sell, offer to sell, assign,
        pledge, hypothecate or otherwise transfer any of the Securities or Warrant
        Shares unless (i) pursuant to an effective registration statement under the
        Securities Act, (ii) the Purchaser provides the Company with an opinion of
        counsel, in a generally acceptable form, to the effect that a sale, assignment
        or transfer of the Securities may be made without registration under the
        Securities Act and the transferee agrees to be bound by the terms and conditions
        of this Agreement, (iii) the Purchaser provides the Company with evidence
        of
        compliance with Rule 144 promulgated under the Securities Act (“Rule
        144”),
        including reasonable assurances (in the form of seller and broker representation
        letters) that the Securities and Warrant Shares can be sold pursuant to Rule
        144
        or (iv) pursuant to Rule 144(k) following the applicable holding
        period.

       

      (m)    Legend.
        The
        Purchaser understands that, until such time as a registration statement has
        been
        declared effective or the Securities and Warrant Shares may be sold by
        non-affiliates of the Company pursuant to Rule 144 under the Securities Act
        without any restriction as to the number of securities as of a particular
        date
        that can then be immediately sold, the certificates for the Securities and
        Warrant Shares shall bear a restrictive legend in substantially the following
        form (and a stop-transfer order may be placed against transfer of the
        certificates for the Securities and Warrant Shares):

       

      
        
          	
                   “THE
                    SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
                    UNDER
                    THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER
                    THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SECURITIES
                    MAY NOT BE
                    SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
                    REGISTRATION
                    STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE
                    STATE
                    SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE
                    AND SCOPE
                    REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
                    REQUIRED
                    UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
                    OR UNLESS
                    SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES
                    ACT.”

                


        

      

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
(n)    Executive
        Offices.
        The
        Purchaser’s principal executive offices are located in the State of
        Alabama.

       

      (o)    Brokers
        and Finders.
        There
        is no investment banker, broker, finder or other intermediary (other than
        any
        placement agent retained by the Company) which has been retained by or is
        authorized to act on behalf of the Purchaser who might be entitled to any
        fee or
        commission from the Purchaser, the Company, any of their respective Affiliates
        upon consummation of the transactions contemplated by this
        Agreement.

       

      5.    Certain
        Covenants.
        

       

      (a)    Delisting.
        In
        the
        event that the Company is no longer subject to the reporting requirements
        of the
        Exchange Act, the Company hereby covenants and agrees with the
        Purchaser
        that, so long as the Purchaser
        owns at least ten percent (10%) of the issued and outstanding shares of Common
        Stock, except as otherwise required in this Agreement, the Company shall
        provide
the
        Purchaser
        with customary and reasonable financial information on at least a quarterly
        basis and such other information rights as provided to an investor in a
        privately held corporation. 

       

      (b)    Confidentiality.
        The
        Purchaser covenants and agrees to keep confidential any and all material
        non-public information which it has heretofore obtained or shall hereafter
        obtain, directly or indirectly, from the Company pursuant to this Agreement
        or
        otherwise, and agrees that it has not: (i) used the same except for the purpose
        of determining whether to purchase the Securities in the Offering; or (ii)
        disclosed the same to any party except as provided below, without the Company’s
        prior written consent; provided
        that the
        terms of this Section
        5(b)
        shall
        not extend to any such information that: (A) is already publicly known; (B)
        has
        become publicly known without any fault of the
        Purchaser
        or anyone to whom the
        Purchaser
        has made disclosure in compliance with the terms of this Section
        5(b);
        or (C)
        is required to be disclosed to any governmental authorities or courts of
        law as
        a result of operation of law, regulation, or court order; provided,
        however,
        that
the
        Purchaser
        shall have first given prompt written notice of such requirement to the Company
        (if permissible) and cooperates with the Company to restrict such disclosure
        and/or obtain confidential treatment thereof.

       

      (c)    Short-Selling.
        The
        Purchaser covenants and agrees that it will not, and shall cause each
        Purchaser/Affiliate not to, engage in any Short Sales.

       

      6.    Registration
        Rights.
        

       

      (a)    Defined
        Terms.
        The
        following capitalized terms, when used in this Section
        6,
        have
        the respective meanings set forth below: 

       

      “Affiliate”
means,
        with respect to any Person (as defined below), any other Person, directly
        or
        indirectly, controlling, controlled by, or under common control with, such
        Person, and shall include (i) any Person who is an executive officer, director
        or beneficial holder of at least 10% of the outstanding capital stock of
        the
        Company (or other specified Person), (ii) any Person of which the Company
        (or
        other 

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      specified
        Person) or an Affiliate of the Company (or other specified Person) shall,
        directly or indirectly, either beneficially own at least 10% of the outstanding
        equity securities or constitute at least a 10% participant, and (iii) in
        the
        case of a specified Person who is an individual, each parent, spouse, child,
        brother, sister or the spouse of a child, brother or sister of such Person,
        and
        each trust or family limited partnership created for the benefit of one or
        more
        of such Persons. For the purposes of this definition, “control” when used with
        respect to any Person, means the possession, directly or indirectly, of the
        power to direct or cause the direction of the management and policies of
        such
        Person, whether through the ownership of voting securities, by contract or
        otherwise; and the terms “controlling” and “controlled” have meanings
        correlative to the foregoing. Notwithstanding the foregoing, the term
“Affiliate” as used elsewhere in this Agreement shall have the same meaning as
        given to such term in this Section
        6(a).

       

      “Business
        Day”
means
        any day, other than a Saturday or a Sunday, that is neither a legal holiday
        nor
        a day on which banking institutions are generally authorized or required
        by law
        or regulation to close in the State of Connecticut. 

       

      “Holder”
shall
        mean any Person that owns Registrable Securities, including such successors
        and
        assigns as acquire Registrable Securities, directly or indirectly, from such
        Person. For purposes of this Agreement, the Company may deem the registered
        holder of a Registrable Security as the Holder thereof.

       

      “Other
        Approved Holders”
shall
        mean holders of Common Stock having registration rights with respect to the
        Common Stock, other than pursuant to the terms of this Agreement.

       

      “Person”
means
        any individual, company, corporation, partnership, limited liability company,
        trust, division, governmental, quasi-governmental or regulatory entity or
        authority or other entity. Notwithstanding the foregoing, the term “Person” as
        used elsewhere in this Agreement shall have the same meaning as given to
        such
        term in this Section
        6(a).

       

      “Prospectus”
shall
        mean the prospectus (including a preliminary prospectus) included in any
        Registration Statement, as amended or supplemented by a prospectus supplement
        with respect to the terms of the offering of any portion of the Registrable
        Securities covered by such Registration Statement and by all other amendments
        and supplements to the prospectus, including post-effective amendments and
        all
        material incorporated by reference in such prospectus.

       

      “Registrable
        Securities”
shall
        mean the Shares, the Warrant Shares and any other capital stock or other
        securities issued or issuable as a result of or in connection with any stock
        dividend, stock split or reverse stock split, combination, recapitalization,
        reclassification, merger or consolidation, exchange, distribution or similar
        transaction in respect of the Shares or the Warrant Shares.

       

      “Registration
        Statement”
shall
        mean any registration statement which covers any of the Registrable Securities
        pursuant to the provisions of this Agreement, including the Prospectus included
        therein, all amendments and supplements to such Registration Statement,
        including post-effective amendments, and all exhibits and all material
        incorporated by reference in such Registration Statement.

       

      
        
          
          

        

        
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      “Rule
        144”
shall
        mean Rule 144 promulgated under the Securities Act, as amended from time
        to
        time, or any similar successor rule thereto that may be promulgated by the
        SEC.

       

      “Rule
        144A”
shall
        mean Rule 144A promulgated under the Securities Act, as amended from time
        to
        time, or any similar successor rule thereto that may be promulgated by the
        SEC.

       

      (b)    Piggyback
        Registration Rights.

       

      (i)  Whenever
        the Company proposes to register any of its securities under the Securities
        Act,
        either pursuant to an underwritten primary registration on behalf of the
        Company
        or pursuant to an underwritten secondary registration on behalf of a holder
        or
        holders of the Company’s securities (other than on Form S-4, Form S-8 or any
        successor form) and the registration form to be used may be used for the
        registration of any Registrable Securities (a “Piggyback
        Registration”),
        the
        Company will give written notice to each holder of Registrable Securities
        of its
        intention to effect such a registration and will include in such registration
        all Registrable Securities (subject to, and in accordance with, the priorities
        set forth in Section
        6(b)(ii)
        hereof),
        with respect to which the Company has received written requests for inclusion
        within ten (10) days after delivery of the Company’s notice to each holder of
        Registrable Securities.

       

      (ii)  If
        the
        managing underwriter(s) advise the Company in writing, or the Board of Directors
        determines, that in their opinion, the number of Registrable Securities
        requested to be included in such registration exceeds the number which can
        be
        sold in such offering without adversely affecting the marketability or pricing
        thereof, the Company will include in such registration up to an aggregate
        amount
        determined advisable by such underwriter(s): (i) first,
        any
        shares of Common Stock that the Company desires to register; (ii) second,
        any
        shares of Common Stock requested to be registered by the holder(s) of Common
        Stock pursuant to which the Registration Statement is being filed and to
        which
        the holders of Registrable Securities hereunder are receiving Piggyback
        Registration; and (iii) pro rata
        among
        the holders of Registrable Securities on the basis of the number of Registrable
        Securities which are requested to be registered hereunder.

       

      (iii)  Notwithstanding
        anything herein to the contrary, the Company may withdraw any registration
        statement referred to in this Section
        6(b)
        at any
        time in its sole discretion without thereby incurring any liability or expense
        to the holders of Registrable Securities.

       

      (c)    Registration
        Procedures.
        In
        connection with the Company’s registration obligations pursuant to Section
        6(b)
        hereof,
        the Company will use its commercially reasonable efforts to:

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      (i)  register
        or qualify such Registrable Securities under the securities or blue sky laws
        of
        the jurisdictions as any seller reasonably requests in writing and do any
        and
        all other acts and things which may be reasonably necessary to permit such
        seller to consummate the disposition in such jurisdictions of the Registrable
        Securities owned by such seller (provided
        that the
        Company will not be required to (A) qualify generally to do business in any
        jurisdic-tion where it would not otherwise be required to qualify but for
        this
        subparagraph or (B) consent to general service of process in any such
        jurisdiction);

       

      (ii)  notify
        each seller of Registrable Securities at any time when a prospectus relating
        thereto is required to be delivered under the Securities Act, of the happening
        of any event as a result of which the prospectus included in such registration
        statement contains an untrue statement of a material fact or omits any fact
        necessary to make the statements therein not misleading, and, at the request
        of
        any such seller, the Company will prepare a supplement or amendment to such
        prospectus so that, as thereafter delivered to the purchasers of such
        Registrable Securities, such prospectus will not contain any untrue statement
        of
        a material fact or omit to state any fact necessary to make the statements
        therein not misleading;

       

      (iii)  cause
        all
        such Registrable Securities to be listed on each securities exchange, if
        any, on
        which the same securities issued by the Company are then listed;

       

      (iv)  provide
        a
        transfer agent and registrar for all such Registrable Securities not later
        than
        the effective date of such registration statement; and

       

      (v)  advise
        each seller of such Registrable Securities promptly after it shall receive
        notice or obtain knowledge thereof, of the issuance of any stop order by
        the SEC
        suspending the effectiveness of such registration statement or the initiation
        or
        threatening of any proceeding for such purpose and use commercially
        reasonable efforts
        to prevent the issuance of any stop order or to obtain its withdrawal if
        such
        stop order should be issued.

       

      (d)    Material
        Development Election.
        

       

      (i)    Subject
        to Section
        6(d)(ii)
        below,
        the Company shall be entitled, for a period of time not to exceed thirty
        consecutive (30) days (a “Suspension
        Period”),
        to
        postpone the filing of any Registration Statement otherwise required to be
        filed
        by it pursuant to Section
        6(b)
        and/or
        request that the Holders refrain from effecting any public sales or
        distributions of their Registrable Securities if the Company’s Board of
        Directors shall have reasonably determined in good faith and in its reasonable
        business judgment that such
        registration would interfere in any material respect with any financing (other
        than an underwritten secondary offering of any securities of the Company),
        acquisition, corporate reorganization or other transaction or development
        involving the Company or any subsidiary of the Company that in the reasonable
        good faith business judgment of such board is a transaction or development
        that
        is or would be material to the Company (a “Material
        Development Election”).

       

      (ii)    The
        Board
        of Directors shall, as promptly as practicable, give the Holders written
        notice
        of any such Material Development Election. In the event of a determination
        by
        the Board of Directors to postpone the filing of a Registration Statement
        required to be filed pursuant to Section
        6(b)
        hereof,
        the Company shall be required to file such Registration 

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      Statement
        as soon as practicable after the Board of Directors of the Company shall
        determine, in its reasonable business judgment, that the filing of such
        Registration Statement and the offering thereunder will not interfere with
        the
        aforesaid material transaction or development, but in any event no later
        than
        the end of such Suspension Period. In addition, if the Board of Directors
        of the
        Company has requested that the Holders refrain from making public sales or
        distributions of their Registrable Securities, such board shall, as promptly
        as
        practicable following its determination that the Holders may recommence such
        public sales and distributions, notify such Holders in writing of such
        determination (but in any event no later than the end of such Suspension
        Period). In the event the Company shall exercise a Material Development Election
        during a period when a Registration Statement filed pursuant to Section
        6(b)
        hereof
        is effective, the time period specified in Section
        6(b)
        hereof
        during which such Registration Statement is required to be kept effective
        shall
        be extended by the number of days during which the Holders are prohibited
        by the
        Company from publicly selling or distributing their securities.

       

      (iii)    The
        Purchaser agrees that, upon receipt of any notice from the Company of a
        Suspension Period, the Purchaser shall forthwith discontinue disposition
        of
        shares of Common Stock covered by such Registration Statement or Prospectus
        until such Purchaser (A) is notified in writing by the Company that the use
        of
        the applicable prospectus may be resumed, (B) has received copies of a
        supplemental or amended prospectus, if applicable, and (C) has received copies
        of any additional or supplemental filings which are incorporated or deemed
        to be
        incorporated by reference into such prospectus.

       

      (iv)    Notwithstanding
        the foregoing, no more than one Suspension Period may occur during any
        twelve-month period, unless approved by a majority-in-interest of the then
        outstanding Holders (on a common equivalent basis). The Company shall use
        its
        best efforts to limit the duration and aggregate number of any Suspension
        Periods. 

       

      (e)    Registration
        Expenses.
        All
        expenses incident to the Company’s performance of or compliance with
Section
        6
        of this
        Agreement, including all registration and filing fees, fees and expenses
        of
        compliance with securities or blue sky laws (including reasonable fees and
        disbursements of counsel in connection with blue sky qualifications or
        registrations (or the obtaining of exemptions therefrom) of the Registrable
        Securities), printing expenses (including expenses of printing Prospectuses),
        messenger and delivery expenses, internal expenses (including all salaries
        and
        expenses of its officers and employees performing legal or accounting duties),
        fees and disbursements of its counsel and its independent certified public
        accountants, securities acts liability insurance (if the Company elects to
        obtain such insurance), fees and expenses of any special experts retained
        by the
        Company in connection with any registration hereunder, fees and expenses
        of
        other Persons retained by the Company, (all such expenses being referred
        to as
“Registration
        Expenses”),
        shall
        be borne by the Company, whether or not any registration statement becomes
        effective; provided
        that
        Registration Expenses shall not include any underwriting discounts, commissions
        or fees attributable to the sale of the Registrable Securities. 

       

      
        
          
          

        

        
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      (f)    Registration
        Rights Indemnification.

       

      (i)    Indemnification
        by the Company.
        

       

      (1)    The
        Company will indemnify and hold harmless, to the fullest extent permitted
        by
        law, but without duplication, each Holder, including
        any managed or advised accounts and any investment advisor or agent
        therefore,
        officers,
        directors, employees, partners, representatives and agents, and each Person
        who
        controls such Holder or such other Persons (within the meaning of the Securities
        Act) (for
        purposes of this Section
        6(f)(i),
        a
“Holder
        Indemnified Person”),
        from
        and against, and will reimburse such Holder Indemnified Person with respect
        to,
        any and all claims, actions, demands, losses, damages, liabilities, costs
        and
        expenses (including
        reasonable costs of investigation and reasonable legal fees and expenses)
        (“Indemnifiable Costs and Expenses”) to
        which
        such Holder Indemnified Person may become subject under the Securities Act
        or
        otherwise and arise out of or are based upon (A) violation of securities
        laws or
        (B) any untrue statement or alleged untrue statement of any material fact
        contained in,
        or any
        omission or alleged omission to state therein a material fact required to
        be
        stated in,
        any such
        Registration Statement, any Prospectus contained therein or any amendment
        or
        supplement thereto or necessary to make the statements contained therein,
        in
        light of the circumstances under which they were made, not misleading;
provided,
        however,
        that
        the Company will not be liable in any such case to the extent that any costs
        or
        expenses covered by the preceding clauses (A) or (B) arise out of or result
        from
        any untrue or alleged untrue statement of any material fact contained in
        such
        Registration Statement, any Prospectus contained therein or any amendment
        or
        supplement thereto or any omission or alleged omission to state therein a
        material fact required to be stated therein or necessary to make the statements
        therein, in light of the circumstances in which they were made, not misleading,
        in each case to the extent, but only to the extent, that such untrue statement
        or alleged untrue statement or omission or alleged omission was so made solely
        in reliance upon and in substantial conformity with written information
        furnished by such Holder Indemnified Person specifically for use in the
        preparation of any such Registration Statement, Prospectus or amendment or
        supplement thereto.

       

      (2)    The
        Company further agrees promptly upon demand by each Holder Indemnified Person
        to
        reimburse each Holder Indemnified Person for any Holder Indemnifiable Costs
        and
        Expenses as they are incurred by it; provided
        that if
        the Company reimburses a Holder Indemnified Person hereunder for any expenses
        incurred in connection with a lawsuit, claim, inquiry or other proceeding
        or
        investigation for which indemnification is sought, such Holder Indemnified
        Person agrees to refund such reimbursement of Holder Indemnifiable Costs
        and
        Expenses to the extent it is finally judicially determined that the indemnity
        provided for in this Section
        6(f)(i)
        is not
        applicable to, or the Company is not otherwise obligated to pay, such Holder
        Indemnified Person in accordance with the terms hereof or otherwise. The
        indemnity, contribution and expense reimbursement obligation of the Company
        under this Section
        6(f)(i)
        shall be
        in addition to any liability it may otherwise have. The obligations of the
        Company hereunder shall survive the Closing and the termination of any
        Registration Statement under which any Registrable Securities were registered
        and shall not be extinguished with respect to any Person because any other
        Person is not entitled to indemnity or contribution hereunder.

       

      
        
          
          

        

        
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      (ii)    Indemnification
        by Holders of Registrable Securities.
        Each
        Holder whose Registrable Securities are included in a Registration Statement
        pursuant to the provisions of this Section
        6
        will
        indemnify and hold harmless the Company and its officers, directors, employees,
        partners, stockholders, agents, representatives, and any Person who controls
        the
        Company or any of its subsidiaries or Affiliates (within the meaning of the
        Securities Act) (each, a “Company
        Indemnified Person”),
        from
        and against, and will reimburse such Company Indemnified Person with respect
        to,
        any and all Indemnifiable Costs and Expenses to which the Company or such
        Company Indemnified Person may become subject under the Securities Act or
        otherwise and which arise out of or result from any untrue or alleged untrue
        statement of any material fact contained in such Registration Statement,
        any
        Prospectus contained therein or any amendment or supplement thereto, or any
        omission or the alleged omission to state therein any material fact required
        to
        be stated therein or necessary to make the statements therein, in light of
        the
        circumstances in which they were made, not misleading, in each case to the
        extent, but only to the extent, that such untrue statement or omission or
        alleged untrue statement or alleged omission was so made solely in reliance
        upon
        and in substantial conformity with written information furnished by such
        Holder
        specifically for use in the preparation thereof; provided,
        however,
        that
        the liability of any Holder pursuant to this subsection (ii) shall be limited
        to
        an amount not to exceed the net proceeds received by such Holder pursuant
        to the
        Registration Statement which gives rise to such obligation to
        indemnify.

       

      (iii)    Conduct
        of Indemnification Proceedings; Contribution.
        

       

      (1)    Each
        indemnifying party and indemnified party under this Section
        6(f)
        shall
        comply with the procedures set forth in Section
        7(a)(iii)
        with
        respect to any indemnity sought pursuant to this Section
        6(f).

       

      (2)    Each
        indemnifying party and indemnified party under this Section
        6(f)
        also
        agrees to comply with the provisions in Section
        7(a)(iv)
        as they
        relate to contribution.

       

      (g)    Reporting
        Requirements Under the Exchange Act.
        The
        Company shall use its commercially reasonable efforts to make publicly available
        and available to the Holders, pursuant to Rule 144, such information as is
        necessary to enable the Holders to make sales of Registrable Securities pursuant
        to that Rule. The Company shall use its commercially reasonable efforts to
        file
        timely with the SEC all documents and reports required of the Company under
        the
        Exchange Act. The Company shall furnish to any Holder, upon request, a written
        statement executed on behalf of the Company as to compliance with the current
        public information requirements of Rule 144. In addition, the Company will
        provide to any Holder of a Registrable Security, or any potential purchaser
        of a
        Registrable Security, upon any such Person’s reasonable request, the information
        required by paragraph (d)(4) of Rule 144A.

       

      (h)    Stockholder
        Information.
        The
        Company may require each seller of Registrable Securities as to which any
        registration is being effected to furnish to the Company such information
        regarding such seller and the distribution of such securities as the Company
        or
        the Managing Underwriter may from time to time reasonably request in
        writing.

       

      
        
          
          

        

        
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      7.    Miscellaneous.

       

      (a)    Indemnification.
        In
        addition to any indemnification provided elsewhere in this Agreement, the
        parties hereto agree as follows:

       

      (i)    Company
        Indemnification.
        

       

      (1)    The
        Company will
        indemnify and hold harmless, to the fullest extent permitted by law, but
        without
        duplication, the
        Purchaser,
        including any managed or advised accounts and any investment advisor or agent
        therefor, and their respective,
        officers,
        directors, employees, partners, representatives, agents, and each Person
        who
        controls the Company and each of its Affiliates within the meaning of the
        Securities Act) (each of the foregoing Persons being a “Purchaser
        Indemnified Person”),
        from
        and against any and
        all
        Indemnifiable Costs and Expenses to
        which
        such Purchaser Indemnified Person may become subject under the Securities
        Act or
        otherwise
        arising
        out of or based in any manner upon any breach by the Company of any of its
        representations, warranties or covenants contained in the Agreement or in
        any
        agreement, instrument or document delivered by the Company
        hereunder.

       

      (2)    The
        obligations of the Company hereunder shall survive the Closing and any
        repurchase, conversion, exchange or transfer of the Shares, the Warrants
        and the
        Warrant Shares and the termination of this Agreement and shall not be
        extinguished with respect to any Person because any other Person is not entitled
        to indemnity or contribution hereunder.

       

      (ii)    Purchaser
        Indemnification.
        The
        Purchaser agrees and covenants to hold harmless and indemnify each Company
        Indemnified Person from and against any and all Indemnifiable Costs and Expenses
        to
        which
        such Company Indemnified Person may become subject under the Securities Act
        or
        otherwise which
        arises out of or is based in any manner upon any breach by the
        Purchaser
        of any of its representations, warranties or covenants contained in the
        Agreement or in any agreement, instrument or document delivered by the
        Purchaser
        hereunder.

       

      (iii)    Conduct
        of Indemnification Proceedings.
        Promptly
        after receipt by a party indemnified pursuant to the provisions of paragraphs
        (i) or (ii) of this Section
        7(a)
        or
        paragraphs (i) or (ii) of Section
        6(f)
        of
        notice of the commencement of any action involving the subject matter of
        the
        foregoing indemnity provisions, such indemnified party will, if a claim thereof
        is to be made against the indemnifying party pursuant to the provisions of
        paragraphs (i) or (ii) of this Section
        7(a)
        or
        paragraphs (i) or (ii) of Section
        6(f),
        notify
        the indemnifying party of the commencement thereof; but the omission so to
        notify the indemnifying party will not relieve it from any liability which
        it
        may have to an indemnified party otherwise than under paragraphs (i) or (ii)
        of
        this Section
        7(a)
        or
        paragraphs (i) or (ii) of Section
        6(f)
        and
        shall not relieve the indemnifying party from liability under this Section
        7(a)
        or
Section
        6(f)
        unless
        such indemnifying party is materially prejudiced by such omission. In case
        such
        action is brought against any indemnified party and it notifies the indemnifying
        party of the commencement thereof, the indemnifying party shall have the
        right
        to participate in, and, to the extent that it may wish, jointly with any
        other
        indemnifying party similarly notified, to assume the defense thereof, with
        counsel reasonably satisfactory to such indemnified party, and after notice
        from
        the indemnifying party to such indemnified party of its election so to assume
        the defense thereof, the 

       

       

      
        
          
          

        

        
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      indemnifying
        party will not be liable to such indemnified party pursuant to the provisions
        of
        such paragraphs (i) or (ii) of this Section
        7(a)
        or
        paragraphs (i) or (ii) of Section
        6(f)
        for any
        legal or other expense subsequently incurred by such indemnified party in
        connection with the defense thereof other than reasonable costs of
        investigation. No indemnifying party shall be liable to an indemnified party
        for
        any settlement of any action or claim without the consent of the indemnifying
        party. No indemnifying party will consent to entry of any judgment or enter
        into
        any settlement which does not include as an unconditional term thereof the
        giving by the claimant or plaintiff to such indemnified party of a release
        from
        all liability in respect to such claim or litigation, and no settlement can
        have
        non-monetary remedies.

       

      (iv)    Contribution.
        If
        the
        indemnification provided for in subsections (i) or (ii) of this Section
        7(a)
        or in
        subsections (i) or (ii) of Section
        6(f)
        is held
        by a court of competent jurisdiction to be unavailable to a party to be
        indemnified with respect to any Indemnifiable Costs and Expenses, then each
        indemnifying party under any such subsection, in lieu of indemnifying such
        indemnified party thereunder, hereby agrees to contribute to the amount paid
        or
        payable by such indemnified party as a result of Indemnifiable Costs and
        Expenses, in such proportion as is appropriate to reflect the relative fault
        of
        the indemnifying party on the one hand and of the indemnified party on the
        other
        in connection with the statements or omissions, acts, facts, matters or
        circumstances which resulted in such Indemnifiable Costs and Expenses, as
        well
        as any other relevant equitable considerations. To the extent applicable
        to
Section
        6(f)
        hereof,
        the
        relative
        fault of the indemnifying party and of the indemnified party shall be determined
        by reference to, among other things, whether the untrue or alleged untrue
        statement of a material fact or the omission or alleged omission to state
        a
        material fact relates to information supplied by the indemnifying party or
        by
        the indemnified party and the parties’ relative intent, knowledge, access to
        information and opportunity to correct or prevent such statement or omission.
        No
        Person guilty of fraudulent misrepresentation (within the meaning of Section
        11(f) of the Securities Act) shall be entitled to contribution hereunder
        from
        any Person who was not guilty of such fraudulent misrepresentation.

       

      (b)    Entire
        Agreement; Survival of Provisions. This
        Agreement constitutes the entire agreement of the parties with respect to
        the
        transactions contemplated hereby and supersedes all prior agreements and
        understandings with respect thereto, whether written or oral. All of the
        covenants of the parties made herein shall remain operative and in full force
        and effect pursuant to their respective terms regardless of acceptance of
        the
        Securities and the Warrant Shares and payment therefor. The representations
        and
        warranties set forth herein shall survive the execution and delivery of this
        Agreement until the first anniversary of the date hereof (the “Expiration
        Date”)
        and
        shall in no way be affected by any investigation of the subject matter thereof
        made by or on behalf of the
        Purchaser
        or the Company. Notwithstanding the preceding sentence, any representation
        or
        warranty in respect of which an indemnity may be sought hereof shall survive
        the
        time at which it would otherwise terminate pursuant to the preceding sentence,
        if a claim for indemnification shall have been given to the party against
        whom
        such indemnity may be sought prior to the Expiration Date. The representations,
        warranties, agreements and covenants made in the Agreement shall be deemed
        to
        have been relied upon by the parties hereto.

       

      (c)    No
        Waiver; Modifications in Writing.
        No
        failure or delay by a party in exercising any right, power or remedy hereunder
        shall operate as a waiver thereof, nor shall any single or partial exercise
        of
        any such right, power or remedy preclude any other or further exercise thereof
        

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      or
        the
        exercise of any other right, power or remedy. Except as otherwise expressly
        provided herein with respect to any right of indemnification, the remedies
        provided for herein are cumulative and are not exclusive of any remedies
        that
        may be available to any party at law or in equity or otherwise. No waiver
        of or
        consent to any departure by a party from any provision of this Agreement
        shall
        be effective unless signed in writing by the parties entitled to the benefit
        thereof. No amendment, modification or termination of any provision of this
        Agreement shall be effective unless signed in writing by all parties. Any
        amendment, supplement or modification of or to  any
        provision of this Agreement, any waiver of any provision of this Agreement
        and
        any consent to any departure from the terms of any provision of this Agreement,
        shall be effective only in the specific instance and for the specific purpose
        for which made or given.

       

      (d)    Notices.
        All
        notices, demands and other communications provided for hereunder shall be
        in
        writing, shall be given by registered or certified mail, return receipt
        requested, on the date sent by telecopy with electronic confirmation of such
        transmission, the business day next following deposit with a courier service
        for
        overnight delivery with written confirmation of such delivery or upon personal
        delivery, addressed to the parties, as follows:

       

      If
        to the
        Company, to:

       

      Startech
        Environmental Corporation

      15
        Old
        Danbury Road, Suite 203

      Wilton,
        Connecticut 06897-2525

      Attention:
        Chief Financial Officer

      Fax:
        (203) 762-2499

       

      with
        a
        copy to:

       

      Kramer
        Levin Naftalis & Frankel LLP

      1177
        Avenue of the Americas

      New
        York,
        New York 10036

      Attention:
        Scott S. Rosenblum Esq.

      Fax:
        (212) 715-8000

       

      If
        to the
        Purchaser, to:

       

      FB
        U.S.
        Investments, L.L.C.

      1285
        Sable Palms Drive

      Mobile,
        Alabama 36695

      Attention:
        Filippo Braghieri

       

      With
        a
        copy to:

       

      Partridge,
        Smith, P.C.

      P.
        O. Box
        81429

      Mobile,
        Alabama 36689

      Attention:
        Andrew L. Smith, Esquire

      Fax:
        (251) 338-0571 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      or
        to
        such other address as any party shall designate in writing in compliance
        with
        the provisions of this Section
        7(d).

       

      (e)    Execution
        in Counterparts.
        This
        Agreement may be executed in any number of counterparts and by different
        parties
        hereto on separate counterparts, each of which counterparts, when so executed
        and delivered, shall be deemed to be an original and all of which counterparts,
        taken together, shall constitute but one and the same Agreement.

       

      (f)    Binding
        Effect; Assignment.
        The
        rights and obligations of the parties under this Agreement may not be assigned
        or otherwise transferred to any other person without the prior written consent
        of the other party hereto; provided
        that a
        Purchaser may assign or otherwise transfer the Shares to any of its Affiliates
        without obtaining any such consent, but
        only if
        such
        Affiliate: (i) agrees to be bound by the terms of this Agreement; (ii) is,
        at
        the time of such transfer, an “accredited Investor” and provides a fully
        completed Investor Questionnaire and such other written certification as
        the
        Company may reasonably require as to the transferee’s status as an “accredited
        investor”; and (iii) such transfer to any such transferee does not violate
        federal or state securities laws and counsel for transferee, at the Company’s
        request, provides an opinion of counsel as to the same. Except as expressly
        provided in this Agreement, this Agreement shall not be construed so as to
        confer any right or benefit upon any person other than the parties to this
        Agreement, their respective permitted heirs, representatives, executors,
        successors and assigns, each Company Indemnified Person and each Purchaser
        Indemnified Person. This Agreement shall be binding upon and shall inure
        to the
        benefit of the Company, the
        Purchaser
        and  their
        respective permitted heirs, representatives, executors, successors and
        assigns.

       

      (g)    Governing
        Law.
        This
        Agreement shall be deemed to be a contract made under and shall be governed
        by
        and construed in accordance with the internal laws of the State of Connecticut
        without reference to the principles of conflict of laws.

       

      (h)    Consent
        to Jurisdiction and Service of Process.
        Any
        suit, action or proceeding  arising
        out of or relating to the Agreement or the transactions contemplated hereby
        may
        be instituted in any Federal court situated in the State of Connecticut or
        any
        state court of the State of Connecticut, and each party agrees not to assert,
        by
        way of motion, as a defense or otherwise, in any such suit, action or
        proceeding, any claim that it is not subject personally to the jurisdiction
        of
        such court, that the suit, action or proceeding is brought in an inconvenient
        forum, that the venue of the suit, action or proceeding is improper or that
        the
        Agreement or the subject matter hereof or thereof may not be  enforced
        in or by such court. Each party further irrevocably submits to the jurisdiction
        of such court in any such suit, action or proceeding. Any and all service
        of
        process and any other notice in any such suit, action or proceeding shall
        be
        effective against any party if  given
        personally or by registered or certified mail, return receipt requested,
        if sent
        to such party at the address for such party set forth in Section
        7(d)
        hereof,
        or by any other means of mail that requires a signed receipt, postage fully
        prepaid, mailed to such party as herein provided. Nothing herein contained
        shall
        be deemed to affect the right of any  party
        to
        serve process in any manner permitted by law or to commence legal proceedings
        or
        otherwise proceed against any other party in any other
        jurisdiction.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      (i)    Severability.
        Any
        provision hereof that is prohibited or unenforceable in any jurisdiction
        shall,
        as to such jurisdiction, be ineffective to the extent of such prohibition
        or
        unenforceability without invalidating the remaining provisions hereof, and
        any
        such prohibition or unenforceability in any jurisdiction shall not invalidate
        or
        render unenforceable such provision in any other jurisdiction. To the extent
        permitted by law, the parties hereto waive any provision of law that renders
        any
        such provision prohibited or unenforceable in any respect.

       

      (j)    Headings.
        The
        Article, Section and subsection headings used or contained in this Agreement
        are
        for convenience of reference only and shall not affect the construction of
        this
        Agreement.

       

      (k)    Expenses.
        Each
        party shall bear its own fees, costs and expenses in connection with the
        execution, delivery and performance of the Agreement. (l) Waiver
        of Jury Trial.
        TO THE
        EXTENT THEY MAY LEGALLY DO SO, THE PARTIES HERETO EXPRESSLY WAIVE ANY RIGHT
        TO
        TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING
        ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR IN ANY WAY CONNECTED WITH,
        OR
        RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT
        TO
        THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW
        EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT,
        TORT OR OTHERWISE. TO THE EXTENT THEY MAY LEGALLY DO SO, THE PARTIES HERETO
        AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION
        OR
        PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY
        PARTY
        HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION
        7(m)
        WITH ANY
        COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES HERETO
        TO
        WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY.  

       

      (m)    Publicity.
        The
        parties agree that no public release or announcement concerning the Agreement
        or
        the transactions contemplated hereby shall be made without advance review
        and
        approval by each party hereto, except as otherwise required by applicable
        law,
        and which review and approval shall not be unreasonably withheld or
        delayed.

       

      (n)    Enforcement.
        The
        Purchaser acknowledges that the Company will be irreparably damaged if the
        provisions of this Agreement applicable to the Purchaser are not specifically
        enforced. If the Purchaser shall default in any of its obligations under
        this
        Agreement or if any representation or warranty made by or on behalf of the
        Purchaser in this Agreement or in any certificate, report or other instrument
        delivered under or pursuant to any term hereof or thereof shall be untrue
        or
        misleading as of the date made, the Company may proceed to protect and enforce
        its rights by suit in equity or action at law (without the posting of any
        bond
        and without proving that damages would be inadequate), whether for the specific
        performance of any term contained in this Agreement, injunction against the
        breach of any such term or in furtherance of the exercise of any power granted
        in this Agreement, or to enforce any other legal or equitable right of the
        Company or to take any one or more of such actions. The Company shall be
        permitted to enforce specifically the terms and provisions hereof in any
        court
        of the United States or any state thereof or any other court having
        jurisdiction, this being in addition to any other remedy to which the Company
        may be entitled at law or in equity or otherwise.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      (o)    Further
        Assurances.
        Each
        party shall execute and deliver such documents, instruments and agreements
        and
        take such further actions as may be reasonably required or desirable to carry
        out the provisions of this Agreement and
        the
        transactions contemplated hereby, and each of the parties hereto shall cooperate
        with each other in connection with the foregoing.

       

      (p)    Broker’s
        Fee.
        The
        Purchaser acknowledges that the Company may pay a fee to one or more placement
        agents in respect of the sale of the Securities to the Purchaser. The Purchaser
        and the Company hereby agree that the Purchaser shall not be responsible
        for
        such fee and that the Company will indemnify and hold harmless the Purchaser
        and
        each Purchaser/Affiliate against any losses, claims, damages, liabilities
        or
        expenses, joint or several, to which the Purchaser or Purchaser/Affiliate
        may
        become subject with respect to such fee. Each of the parties hereto hereby
        represents that, on the basis of any actions and agreements by it, there
        are no
        other brokers or finders entitled to compensation in connection with the
        sale of
        the Securities to the Purchaser.

       

      (q)    Force
        Majeure.
        Neither
        party shall be deemed in default of any provision of this Agreement (other
        than
        provisions regarding confidentiality) to the extent that performance of its
        obligations or attempts to cure a breach are materially delayed or prevented
        by
        any event reasonably beyond the control of such party, including, without
        limitation, war, hostilities, acts of terrorism, revolution, riot, civil
        commotion, national emergency, strike, lockout, unavailability of supplies,
        epidemic, fire, flood, earthquake, force of nature, explosion, embargo, or
        any
        other Act of God, or any law, proclamation, regulation, ordinance, or other
        act
        or order of any court, government or governmental agency, provided that such
        party gives the other party written notice thereof promptly upon discovery
        thereof and uses reasonable efforts to cure or mitigate the delay or failure
        to
        perform

       

      [SIGNATURE
        PAGE FOLLOWS]

      


       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      




      SIGNATURE
        PAGE

       

      IN
        WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
        of the
        date first above written.

       

      FB
        U.S.
        INVESTMENTS, L.L.C.

      


      


      By:
        _________________________

      Name:
        Filippo Braghieri

      Title:
        Member

      


      Federal
        Taxpayer Identification Number:

      86-1168092                                                     
        


      


      STARTECH
        ENVIRONMENTAL CORPORATION

       

      


      


      By:
        _________________________

      Name:

      Title: