AMENDMENT
      NO. 1

    TO
      INVESTOR REGISTRATION RIGHTS AGREEMENT

    


    This
      AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT (this “Amendment”),
      is
      made effective as of July 2, 2007 (the “Effective
      Date”),
      by and
      between Cornell
      Capital Partners, L.P. (“Investor”);
      and
Tech
      Laboratories, Inc.,
      a
      corporation continued under the laws of the state of New Jersey (the
“Company”),
      with
      reference to the following recitals:

     

    A. Investor
      and the Company entered into that certain Investor Registration Rights
      Agreement, dated April 20, 2007 (the “Master Agreement”). 

     

    B. Contemporaneously
      with the execution of this Amendment, Investor and Company are entering into
      a
      securities purchase agreement (the “SPA”)
      pursuant to which the Company shall issue and sell to the Investors additional
      secured convertible debentures (the “Additional
      Convertible Debentures”)
      which
      shall be convertible into that number of shares (the “Additional
      Conversion Shares”)
      of the
      Company’s Common Stock. And additional warrants (the “Additional
      Warrants”)
      which
      shall be exercisable into that number of shares (the “Additional
      Warrant Shares”)
      of the
      Company’s Common Stock

     

    C. To
      induce
      the Investor to execute and deliver the SPA, the Company has agreed to amend
      the
      Master Agreement to provide certain registration rights by including the
      Additional Conversion Shares and the Additional Warrants Shares as part of
      the
“Registrable Securities” under the Master Agreement.

     

    FOR
      GOOD
      AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
      acknowledged, Investor and the Company agree as follows:

     

    1. Registable
      Securities.
      The
      Definition of “Registrable Securities” in Section 1(c) of the Master Agreement
      shall be deleted in its entirety and replaced with the following: 

     

    “Registrable
      Securities”
      means
      all
      of (i) the Conversion Shares and the Additional Conversion Shares issuable
      upon
      conversion of the Convertible Debentures and the Additional Convertible
      Debentures, (ii) the Warrant Shares and the Additional Warrant Shares issued
      or
      issuable upon exercise of the Warrants or the Additional Warrants, (iii) any
      additional shares issuable in connection with any anti-dilution provisions
      in
      the Warrants, Additional Warrants or the Convertible Debentures or Additional
      Convertible Debentures (without giving effect to any limitations on exercise
      set
      forth in the Warrants or Convertible Debentures) and (iv) any shares of Common
      Stock issued or issuable with respect to the Conversion Shares, Additional
      Conversion Shares, the Convertible Debentures, the Additional Convertible
      Debentures, the Warrant Shares, the Additional Warrant Shares, the Warrants,
      or
      the Additional Warrants as a result of any stock split, dividend or other
      distribution, recapitalization or similar event or otherwise, without regard
      to
      any limitations on the conversion of the Convertible Debentures, Additional
      Convertible Debentures, or exercise of the Warrants, or Additional
      Warrants.

     

    2. Definitions.
      Capitalized terms not otherwise defined herein shall have the meaning ascribed
      to them under the Master Agreement, and if not defined in the Master Agreement
      shall have the meaning ascribed to them in the Operating Agreement.

     

    3. Non-Impairment.
      Except
      as expressly modified herein, the Master Agreement shall continue in full force
      and effect, and the parties hereby reinstate and reaffirm the Master Agreement
      as modified herein.

     

    4. Inconsistencies.
      In the
      event of any inconsistency, ambiguity or conflict between the terms and
      provisions of this Amendment and the terms and provisions of the Master
      Agreement, the terms and provisions of this Amendment shall
      control.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5. Counterparts.
      This
      Amendment may be executed in any number of counterparts, each of which when
      executed will be deemed an original and all of which, taken together, well
      be
      deemed to be one and the same instrument.

     

    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Amendment effective as of the date first written
      above.

    
      	 	 	 
	
              INVESTOR:

            	
              COMPANY:

            
	
              
                CORNELL
                  CAPITAL
                  PARTNERS,
                  L.P.

              

            	
              
                TECH
                  LABORATORIES
                  INC.
                  

              

            
	 
 	 
 	 
 
	
              By:
                Yorkville Advisors, LLC

            	By:  	/s/ John King
	
              Its:
                Investment Manager

            	
              

              Name:
                John King

            
	 	
              Title: Chief
                Executive Officer 

            
	By:
/s/
              Mark Angelo	
            
	
              
                

              

              Name:
                Mark Angelo

            	 
	
              Title:
                Portfolio Manager