Exhibit 10.2 Warrant


    
      
        

      

    

     

    Exhibit
      10.2

     

     

    

      WARRANT
        AGREEMENT

       

      For
        the
        Purchase Shares of the Common Stock of STARTECH Environmental Corporation,
        the
        Holder shall have the right to receive TWO
        warrants
        for every one share of Common share purchased by the Holder in conjunction
        with
        Company’s Stock Purchase Agreement of May 23, 2006.

       

      THIS
        CERTIFIES THAT FB U.S. INVESTMENTS, L.L.C.

       

      Or
        its
        successors or assigns (the "Warrant Holder" or "Holder"), is entitled to
        2,600,000 warrants upon the due exercise hereof, and subject to the terms
        and
        conditions hereof, at any time after the date hereof, and subject to the
        provisions of paragraph 2 below, before the close of business on May 23 2009
        (“Expiration Date”), to purchase from Startech Environmental Corporation (the
        "Company") all or any part of fully paid and nonassessable shares of Common
        Stock, no par value (the "Common Stock") of the Company, upon surrender hereof,
        with the exercise form and warrant agreement annexed hereto duly filled out,
        at
        the office of the Company or any transfer agent for the Company's Common
        Stock,
        and upon simultaneous payment therefore in cash or by certified or official
        bank
        check, payable to the order of the Company in New York Clearing House funds,
        at
        the price equal to the following traunches. One
        million three hundred thousand (1,300,000)
        of the
        warrants granted shall be exercised at a price per share of $5.00
        and
One
        million three hundred thousand (1,300,000) of
        the
        warrants granted shall be exercised at a price per share of $6.00
        (the
“Exercise Price”). 

       

      1.    No
        resale
        of the Warrants or of any Underlying Stock will be made unless such resale
        is
        registered pursuant to a Registration Statement filed by the Company with
        the
        Securities and Exchange Commission (the "Commission") or exempt from
        registration under the Securities Act of 1933, as amended (the "Act"). By
        acceptance of this agreement, the Warrant Holder agrees, for itself and all
        subsequent holders, that prior to making any disposition of any Warrants
        or of
        any Common Stock purchasable upon the exercise thereof ("Underlying Stock"),
        the
        Holder of the Warrants evidenced by this agreement shall give written notice
        to
        the Company describing briefly the proposed disposition; and no such disposition
        shall be made unless and until (i) the Company has notified such Holder that,
        in
        the opinion of counsel satisfactory to it, no Registration Statement and
        no
        other action under the Act is required with respect to such disposition (which
        opinion may be conditioned upon the transferee's assuming the Warrant Holder's
        obligation hereunder); or (ii) a Registration Statement has been filed by
        the
        Company and declared effective by the Commission or other such action has
        been
        taken.

       

      2.    Unless
        this Warrant and payment are tendered as herein provided before the close
        of
        business on the Expiration Date, this Warrant will become wholly void and
        all
        rights evidenced hereby will terminate.

       

      3.    Subject
        to the provisions of paragraph 1 above, this Warrant may be exchanged for
        a
        number of shares of Common Stock of the Company as are purchasable upon the
        exercise of this Warrant, upon surrender hereof at the office of the Company
        or
        any transfer agent of the Company's Common Stock and written instructions
        as to
        the exchange.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      If
        this
        Warrant is exercised for less than all the shares purchasable upon the exercise
        hereof, the Holder shall be entitled to receive Warrants of the same tenor
        as
        this Warrant for the purchase in the aggregate of the number of shares in
        respect of which this Warrant shall not have been exercised.

       

      4.    The
        Exercise Price per Share and the number of shares of Common Stock of the
        Company
        issuable pursuant to such exercise is subject to adjustment as
        follows:

       

      (a)    In
        case
        the Company shall at any time declare a stock dividend or stock split on
        the
        outstanding shares of Common Stock in shares of its Common Stock, then the
        Exercise Price, and the number and kind of shares receivable upon exercise,
        in
        effect at the time of such dividend shall be proportionately adjusted so
        that
        the Holder of any Warrant exercised after such time shall be entitled to
        receive
        the aggregate number and kind of shares which if such Warrant had been exercised
        immediately prior to such time, he or she would have owned upon such exercise
        and been entitled to receive by virtue of such dividend.

       

      (b)    In
        case
        the Company shall at any time subdivide or combine the outstanding shares
        of the
        Common Stock, the share Exercise Price initial or adjusted, in effect
        immediately prior to such subdivision or combination, shall forthwith be
        proportionately decreased in the case of subdivision or increased in the
        case of
        combination.

       

      (c)    In
        case
        of any capital reorganization, sale of substantially all the assets of the
        Company, or any reclassification of the shares of Common Stock of the Company,
        or in case of any consolidation with or merger of the Company into or with
        another corporation, then as a part of such reorganization, sale,
        reclassification, consolidation or merger, as the case may be, provision
        shall
        be made so that the registered owner of the Warrants evidenced hereby shall
        have
        the right thereafter to receive upon the exercise thereof the kind and amount
        of
        shares of stock or other securities or property which he would have been
        entitled to receive if immediately prior to such reorganization,
        reclassification, consolidation or merger, he had held the number of shares
        of
        Common stock which were then issuable upon the exercise of the Warrants
        evidenced hereby, to the end that the provisions set forth (including provisions
        with respect to adjustments of the Exercise Price) shall thereafter be
        applicable, as nearly as reasonably may be, in relation to any shares of
        stock
        or other property thereafter deliverable upon the exercise of such
        Warrants.

       

      (d)    If
        the
        Company at any time makes any spin-off, split-off, or distribution of assets
        upon or with respect to its Common Stock, as a liquidating or partial
        liquidating dividend, spin-off, or by way of return of capital, or other
        than as
        dividend payable out of earnings or any surplus legally available for dividends
        under the laws of the State of Colorado, the Holder of each Warrant then
        outstanding shall, upon the exercise of the Warrant, receive, in addition
        to the
        shares of Common Stock then issuable on exercise of the Warrant, the amount
        of
        such assets (or, at the option of the Company, a sum equal to the value thereof
        at the time of the distributions) which would have been payable to such Holder
        had he or she exercised the Warrant immediately prior to the record date
        for
        such distribution.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      (e)    No
        adjustment of the Exercise Price per Share shall be made if the amount of
        such
        adjustment shall be less than $.05 per share. When any adjustment is required
        to
        be made in the Exercise Price per Share, the number of shares of Common Stock
        issuable shall be determined as provided for in paragraph (f) hereof. No
        fractional shares of Common Stock shall be issued upon the exercise of Warrants
        evidenced hereby, but in lieu thereof the Company shall pay to the order
        of the
        Holder of such Warrants an amount in cash equal to the same fraction of the
        Exercise Price of one share of Common Stock on the date of
        exercise.

       

      (f)    Whenever
        the Exercise Price per Share is adjusted as provided above, the number of
        shares
        of Common Stock Shares purchasable upon exercise of this Warrant immediately
        prior to such adjustment shall be increased, effective simultaneously with
        such
        adjustment, by a number of shares of Common Stock computed by multiplying
        such
        number of shares of Common Stock by a fraction, the numerator of which is
        the
        Exercise Price per Share in effect immediately prior to such adjustment and
        the
        denominator of which is the Exercise Price per Share in effect upon such
        adjustment, and the number of shares of Common Stock arrived at by making
        said
        computation shall be added to the number of shares of Common Stock issuable
        upon
        exercise of the Warrant immediately prior to such adjustment. The total number
        of shares arrived at by making the computation provided for in the immediately
        preceding sentence shall thereupon be the number of shares of Common Stock
        issuable upon Exercise Price per Share, initial or adjusted, the Company
        shall
        forthwith determine the new Exercise Price per Share, and (a) prepare a
        statement describing in reasonable detail the method used in arriving at
        the new
        Exercise Price per Share; and (b) cause a copy of such statement to be mailed
        to
        the registered owner of the Warrants evidenced hereby as of a date within
        twenty
        (20) days after the date when the circumstance giving rise to the adjustments
        occurred.

       

      5.    As
        soon
        as practicable after the exercise hereof, the Company shall deliver a
        certificate or certificates for the number of full shares of Common Stock
        issuable upon such exercise, all of which shall be fully paid and nonassessable,
        to the person or persons entitled to receive the same provided 

       

      No
        sale,
        offer to sell or transfer of these Shares or of this Certificate, or of any
        shares or other securities issued in exchange for or in respect of such shares,
        shall be made unless a Registration Statement under the Securities Act of
        1933,
        as amended, with respect to such shares, is in effect or an exemption from
        the
        registration requirements of such Act is applicable to such shares.

       

       

      
        	 Dated:  May
                23, 2006 	 Startech Environmental
                Corp.
	 	 
	 	 By:
                ________________________________


      

       

       

       

      Warrant
        Holder: FB U.S. Investments, L.L.C.

       

      Address:
        7285 Sable Palms Drive

       

      City:
        Mobile

       

      State:
        Alabama Zip Code: 36695

       

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      EXERCISE
        FORM

       

      


       

      The
        undersigned irrevocably exercises this Warrant to the extent of
        ____________shares of the Common Stock of Startech Environment Corp., called
        for
        hereby, and hereby makes payment thereof, all at the price and on the terms
        and
        conditions specified herein.

       

      


       

      ___________________________________

      Signature

      


      


      ___________________________________

      Name

      


      


      ___________________________________

      Street/Mailing
        Address

      


      


      ___________________________________

      City         State                
Zip

      


      


      ___________________________________

      Date

      


       
4