kl05091_ex10-1.htm


    
      

    


    
      	
               

            	
              Exhibit
                10.1

            


    

     

    


    Execution
      Copy

    


     

    
      


      CONFIDENTIAL
        TREATMENT REQUESTED

       

       

      INFORMATION
        FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN

      REQUESTED
        IS OMITTED AND IS IDENTIFIED BY THREE ASTERISKS, AS

      FOLLOWS
        “* * *”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN

      FILED
        SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

       

      


      PURCHASE
        AGREEMENT – PLASMA CONVERTER SYSTEM

    

    


    This
      Purchase Agreement entered into on this 10th day of
      May, 2007,
      for the sale and purchase of goods and services consisting of two (2) 10 Tons
      Per Day (rated capacity) and one (1) 5 TPD (rated capacity) integrated Plasma
      Converter Systems (PCS) to process various solid, liquid and gaseous feeds
      including hazardous waste and Municipal Solid Wastes. This Purchase Agreement
      is
      made between STARTECH ENVIRONMENTAL CORPORATION, (hereinafter “Company”) a
      corporation organized and existing under the laws of the State of Colorado,
      U.S.A., with its principal office at 88 Danbury Road, Wilton Connecticut and
      ENVIROSAFE INDUSTRIAL SERVICES CORPORATION (hereinafter, “Customer”), a
      corporation organized and existing under the laws of the Commonwealth of Puerto
      Rico, U.S.A., with its principal office at Corporate Center at Roosevelt Avenue,
      6th Floor Suite
      #603, #1445 Roosevelt Avenue, Corner Renaissance Street,  San Patricio
      Ward, San Juan, Puerto Rico.

    


    Goods
      and Services

    


    
      	
              §  

            	
              Company
                will sell, two (2) 10 TPD (rated capacity) PCS and one (1) 5 TPD
                (rated
                capacity) Startech Environmental Corporation integrated Plasma Converter
                Systems (PCS).

            


    

    
      	
              §  

            	
              Company
                will coordinate and provide crating for the purchased goods to be
                shipped
                to Customer.

            


    

    
      	
              §  

            	
              The
                final installation location will be at one (1) site location selected
                by
                the Customer.

            


    

    
      	
              §  

            	
              Company
                shall furnish Startech parts and accessories required for the integration
                of the Plasma Converter Systems equipment, instrumentation and skids
                specified in Exhibit D.

            


    

    
      	
              §  

            	
              Equipment
                for the use and disposal of the Plasma Converted Gas (PCG) has not
                been
                included in this sales agreement.

            


    

    
      	
              §  

            	
              The
                Company will provide on-site startup and systemization training services
                at Customers site location to coordinate the PCS installation after
                the
                Plasma Converter Systems arrive on site. The scope of this service
                includes up to*** of a Company engineer/technician at Customer’s location
                in Puerto Rico, travel and living expenses
                included.

            


    

    
      	
              §  

            	
              The
                Company will provide the Customer’s operators training and operator
                certification.

            


    

    
      	
              §  

            	
              The
                Company will provide a*** Product Warranty as described in Exhibit
                A.

            


    

    
      	
              §  

            	
              The
                Company will provide a Performance Warranty that will be effective
                during
                systems startup and commissioning.

            


    

    
      	
              §  

            	
              The
                Company will provide a comprehensive spare parts
                kit.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Shipment,
      Delivery and Startup

    


    
      	
              §  

            	
              The
                one (1) 5 TPD (rated capacity) PCS System shall be targeted for shipment
                from the Company’s Bristol, CT plant on or about*** from the date of this
                Purchase Agreement and payment of the initial down payment specified
                in
                Exhibit C. The two (2) 10 TPD (rated capacity) PCS Systems will be
                targeted for shipment in*** and***
                respectively.

            


    

    
      	 	 


      	
              §  

            	
              Company
                shall be responsible for the proper packaging and crating of the
                Goods/Equipment, which shall be done at Company’s
                expense.

            


    

    
      	 	 


      	
              §  

            	
              Shipping
                from the Company’s Bristol, CT plant to the Customer’s designated facility
                in Puerto Rico will be coordinated by the Company. The cost of this
                shipping service will be billed directly to the Customer by the shipping
                company selected by the Company. Notwithstanding Customer’s assumption of
                the shipping costs, the delivery of the Goods/Equipment shall not
                be
                considered made until they reach the Customer’s designated facility in
                Puerto Rico and Company shall bear all risk of loss or damage to
                the
                Goods/Equipment until such time as they are delivered at the Customer’s
                designated facility in Puerto Rico.

            


    

    
      	 	 


      	
              §  

            	
              Customer
                shall receive, provide support to Company to unload, and store each
                shipment of components of the Systems, as may be required, at the
                Customer
                Premises. However, Customer shall not uncrate or unpack such components
                without prior permission and/or supervision from
                Company.

            


    

    
      	 	 


      	
              §  

            	
              Upon
                final delivery of the systems to the designated site, it will take
                approximately*** for systems installation, training and startup with
                Company coordination and support.

            


    

    


    Training
      and Documentation

    


    
      	
              §  

            	
              Company
                shall provide Customer with*** of training course materials and operating
                documentation materials for each of the Plasma Converter Systems.
                The
                training consists of the following
                items:

            


    

    


    
      	
              1)  

            	
              System
                Installation Manual and Operating and Maintenance
                Manuals.

            


    

    
      	 	 


      	
              2)  

            	
              Training
                for operating and maintenance personnel for up to*** operators for
                the
                PCS, with the option to add additional trainees under separate terms
                and
                conditions to be negotiated by the Company and the
                Customer.

            


    

    
      	 	 


      	
              3)  

            	
              The
                specific training to be conducted by the Company includes the following
                major areas:

            


    

    


    
      	
              ·  

            	
              PCS
                Operations and maintenance

            


    

    
      	
              ·  

            	
              Troubleshooting
                (What if Analysis)

            


    

    
      	
              ·  

            	
              Control
                System Procedures (System Start-up, Processing & Shutdown
                Protocols)

            


    

    


    
      	
              §  

            	
              One
                (1) week of equipment familiarization orientation and training will
                be
                conducted at the Company facility in Bristol, CT for the Customer
                personnel indicated above.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              §  

            	
              All
                travel and living expenses for the Customer’s personnel during training
                are the responsibility of the
                Customer.

            


    

     

    General
      Representations and Warranties

    


    
      	
              §  

            	
              Company
                hereby warrants to Customer that:

            


    

    


    
      	
               

            	
              (1)

            	
              it
                has full power and authority to enter into this Agreement and perform
                its
                obligations hereunder; and

            


    

    


    
      	
               

            	
              (2)

            	
              it
                has good and marketable title to Goods and Services or Equipment
                to be
                delivered to Customer;

            


    

    


    
      	
               

            	
              (3)

            	
              the
                Goods and Services or Equipment to be provided hereunder do not infringe
                any patent, copyright, trademark, trade dress or other intellectual
                property right of any third party; and (ii) there is no pending
                litigation, claim, opposition, reissue or reexamination proceeding
                involving a patent or pending patent application or other intellectual
                property similar thereto which could serve as the basis for any claim,
                that would prevent or be likely to prevent Company from performing
                its
                obligations hereunder or prevent Customer from using manufacturing,
                selling or distributing the Good and Service or Equipment. Company
                will
                promptly notify Customer of any such claim or any infringement claim
                or
                any basis for such a claim, or of any such proceeding of which Company
                becomes aware after effective date of this Agreement and throughout
                the
                Term of this Agreement and/or the Term of any Distribution Agreement
                that
                Customer may have with Company; and

            


    

    


    
      	
               

            	
              (4)

            	
              neither
                this Agreement nor compliance with the Agreement’s terms and conditions
                will (i) violate any United States or foreign law, statute, rule
                or
                regulation, or any order of any court or governmental instrumentality,
                (ii) conflict with, result in any breach of, constitute a default
                under,
                or result in any lien upon any of its property or assets pursuant
                to the
                terms of any indenture, mortgage, deed of trust, license, franchise,
                permit, agreement, patent or other instrument to which it is a party
                or to
                which any of its property or assets is subject, or (iii) violate
                the
                parties’ Certificate of Incorporation or
                By-Laws.

            


    

    


    
      	
              §  

            	
              Customer
                hereby warrants to Company that:

            


    

    


    
      	
              (1)  

            	
              it
                has full power and authority to enter into this Agreement and perform
                its
                obligations hereunder; and

            


    

    
      	
              (2)  

            	
              neither
                this Agreement nor compliance with the Agreement’s terms and conditions
                will (i) violate any United States or foreign law, statute, rule
                or
                regulation, or any order of any court or governmental instrumentality,
                (ii) conflict with, result in any breach of, constitute a default
                under,
                or result in any lien upon any of its property or assets pursuant
                to the
                terms of any indenture, mortgage, deed of trust, license, franchise,
                permit, agreement, patent or other instrument to which it is a party
                or to
                which any of its property or assets is subject, or (iii) violate
                the
                parties’ Certificate of Incorporation or
                By-Laws.

            


    

    
    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (3)  

            	
              Customer
                shall not reverse-engineer, fabricate, or cause to be fabricated
                a PCS
                unit or equipment substantially equivalent
                thereto.

            


    

    


    Customer
      Requirements

    
       

      
        	
                §  

              	
                Provide
                  a Customer Facility (building) for installation of the Plasma Converter
                  System with all the required utility hookups at the Plasma Converter
                  System skid locations (i.e. appropriate electrical power, water
                  etc.).

              


      

      
        	
                §  

              	
                The
                  Company will provide technical supervision for the installation
                  and
                  commissioning of the Plasma Converter System (PCS) equipment installation.
                  The Customer shall provide on-site contractor and craft labor and
                  construction equipment in support of Startech field personnel during
                  installation.

              


      

      
        	
                §  

              	
                Grant
                  to Company Personnel access to the Customer Premises, including
                  the
                  System, Customer Facilities, and Customer Equipment, as may be
                  necessary
                  or appropriate for Company to perform its responsibilities under
                  this
                  Agreement.

              


      

      
        	
                §  

              	
                Customer
                  will provide all language translation for all documentation, if
                  necessary.

              


      

      
        	
                §  

              	
                Customer
                  will be responsible for all necessary permits to operate the PCS
                  in the
                  designated facility as intended, providing that Company will supply
                  Customer all the information that is deemed necessary to obtain
                  such
                  permits.

              


      

       

    

    Price
      and Terms of Goods and Services

    


    
      	
              §  

            	
              In
                consideration of Company's obligations as recited herein, the Customer
                shall pay the Total Price of *** DOLLARS ($*** USD) for the two (2)
                10 TPD
                (rated capacity) and one (1) 5 TPD (rated capacity) integrated Plasma
                Converter Systems specified in Exhibit D. The required payment milestone
                schedule is included in Exhibit C. This Total Price  shall not
                be subject to any adjustments, except for incremental cost limited
                to
                those mentioned in Exhibit D, changes in design or scope requested
                and
                approved by the Customer the shipping costs to be paid by the Customer
                and
                the performance insurance cost to be paid***, which costs will be
                quoted
                at a later time.  The insurance cost which shall be paid by the
                Customer and the Company and the agreement for such payment are stipulated
                in a more comprehensive manner in a Letter Agreement executed on
                this same
                date by and between the Company and the Customer.  The Company
                and the Customer agree to execute an amendment to this agreement,
                once the
                final costs are determined, so that this Purchase Agreement will
                clearly
                state the actual Total Price paid by the
                Customer.

            


    

    


    
      	
              §  

            	
              In
                addition to the Total Price, Customer shall duly report and pay all
                international, federal, state, local, and other taxes, value added
                tax
                (VAT), customs duties or other charges (other than income or franchise
                taxes payable by Company) directly applicable to the sale, installation,
                maintenance, or use of the System.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              §  

            	
              Where
                in any payment made by Customer to the Company pursuant to this agreement,
                the value of unfixed materials and or goods has been included and
                materials and or goods have been intended for the manufacture of
                the
                integrated PCS and placed on or adjacent to the Company’s manufacturing
                facility, the materials and or goods shall remain the property and
                ownership of the Company. The Company shall be responsible for any
                loss or
                damage, and the materials or goods shall not be removed, except for
                the
                use in the manufacture of the
                equipment.

            


    

    


    
      	
              §  

            	
              Customer
                grants Company, and Company reserves, a purchase-money security interest,
                as that term is defined pursuant to Articles One and Nine of the
                Uniform
                Commercial Code, to the extent of all obligations of Customer to
                Company
                under this Agreement, in all components of the System procured, installed
                and/or delivered hereunder and in any proceeds that may arise in
                connection with the sale or conversion thereof. Customer shall cooperate
                with Company in filing financing statements covering such security
                interest and authorizes Company to execute and file financing statements
                without Customer's signature in any jurisdiction where such procedure
                is
                authorized.

            


    

    


    
      	
              §  

            	
              All
                amounts, other than the down payment, not paid by Customer within
                thirty
                (30) days after such amounts become due and payable to Company shall
                bear
                interest at the lesser of two percent (2%) per month or the maximum
                rate
                of interest allowed by applicable
                law.

            


    

    


    Other
      Terms and Conditions

    


    Indemnification
      and Infringement

    


    
      	
              §  

            	
              Company
                agrees to indemnify and hold Customer harmless from and against any
                and
                all losses, liabilities, damages, actions or claims (including, without
                limitation, amounts paid in settlement and reasonable costs of
                investigation and reasonable attorneys’ fees and disbursements)
                (collectively “Claims”), arising from (i) a breach of representations and
                warranties made in this Agreement; (ii) a breach or non compliance
                by the
                Company of its obligations under this Agreement; (iii) bodily injury
                and
                property damage arising out of or resulting from the failure of the
                Goods
                and Service or Equipment to meet the Specifications or due to Company’s
                failure to comply with its obligations under this Agreement; (iv)
                loss,
                injury or damage incurred by third parties or by Customer’s personnel or
                damage to such persons’ property attributable to equipment malfunction due
                to manufacturing defects; and (v) any claim that the Goods and Service
                or
                Equipment, or the use or sale of Goods and Service or Equipment,
                infringes
                any patents or other proprietary rights of a third party, including
                without limitation, trade secrets, trademarks and
                copyrights.

            


    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              §  

            	
              It
                is understood that the Company shall not be obligated to indemnify
                Customer for Claims arising from the Customer’s negligent acts, omissions
                or wrongful conduct in connection with the operation of the
                PCS.

            


    

    


    
      	
              §  

            	
              Customer
                agrees to indemnify and hold Company harmless from and against any
                and all
                losses, liabilities, damages, actions or claims (including, without
                limitation, amounts paid in settlement and reasonable costs of
                investigation and reasonable attorneys’ fees and disbursements)
                (collectively “Claims”), arising from (i) a breach of representations and
                warranties made in this Agreement; (ii) a breach or non compliance
                by the
                Customer of its obligations under this Agreement; (iii) bodily injury
                and
                property damage arising out of or resulting from the misuse of the
                Goods
                and Service or Equipment or due to Customer’s failure to comply with its
                obligations under this Agreement; (iv) loss, injury or damage incurred
                by
                third parties or by Customer’s personnel or damage to such persons’
                property attributable to the Customer’s negligent acts, omissions or
                wrongful conduct in connection with the operation of the
                PCS.

            


    

    


    
      	
              §  

            	
              The
                parties hereto agree and acknowledge that the indemnification obligations
                provided hereunder are different and separate from the Company’s
                obligations under the Product Warranty and the Performance Warranty
                provisions. The Indemnification obligations stated herein shall extend
                for
                a period of three (3) years from the Completion
                Date.

            


    

    


    Confidentiality

    


    
      	
              §  

            	
              Customer
                and Company agree that each will not disclose to any third party
                (other
                than their respective attorneys or other persons related to either
                which
                need to know such information), or utilize for its own benefit or
                that of
                any third party, information regarding the terms of this Agreement
                and/or
                any other agreements or contracts between the parties, unless the
                other
                party shall provide its written consent to such
                disclosure.

            


    

    


    Warranties

    


    
      	
              §  

            	
              Company
                provides a*** Product Warranty for each integrated Plasma Converter
                System
                (PCS) which warranty period shall commence on the Completion Date.
                The
                specific warranty provisions are included as Exhibits A and B of
                this
                contract.

            


    

    


    
      	
              §  

            	
              Company
                provides a Performance Warranty that will be effective during system
                startup and commissioning. The Performance Warranty will be that
                the
                Company shall warrant and guaranty the proper and complete performance
                of
                the Goods and Services/Equipment and Systems to be provided under
                this
                Contract, which in turn will be verified by the Customer and the
                Company
                by conducting a series of performance tests
                (the

            


    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    “Performance
      Tests”), which tests shall be defined and
      agreed upon by both the Customer and the Company upon final completion of the
      design of the System. The parties hereto agree and acknowledge that the feed
      materials which will be used as a design basis for the Performance Tests shall
      be Municipal Solid Wastes and a material, to be specified and agreed between
      Customer and Company, consisting of Pharmaceutical Manufacturing hazardous
      waste. The Performance Tests shall be conducted at the time of start-up and
      commissioning of the Equipment and the date of satisfactory completion of the
      Performance Tests shall be defined as the “Completion Date”. In the event that
      the system or any component thereof fails to meet the Performance Tests which
      form part of the Performance Warranty then the Company shall have the obligation
      to work diligently and without interruption in order to make the necessary
      repairs and/or adjustments necessary to satisfy the Performance Tests and
      thereby comply with the Performance Warranty. In the event that the Company
      fails to get the Equipment and System operating properly (to meet the
      Performance Tests) within a period of *** from the date of installation,
      then the Customer shall have the sole discretion to either give the Company
      additional time to try to work to achieve compliance with the Performance Tests,
      or seek any and all remedies available at law.


     

    Performance
      Insurance

     

    
      	
              §  

            	
              In
                addition to the warranties and liability provisions provided within
                this
                Purchase Agreement and Exhibit A, Company will obtain, with the active
                assistance and involvement of Customer, insurance coverage on the
                Startech
                system satisfactory to Customer and Company, where the cost for such
                insurance will be paid*** and the portion paid by the Customer shall
                be
                considered as addition to the cost of the purchased equipment. The
                details
                for the transaction involving this insurance are stipulated in a
                more
                comprehensive manner in a Letter Agreement executed on this same
                date by
                and between the Company and the
                Customer.

            


    

    


    Force
      Majeure

    


    
      	
              §  

            	
              Neither
                party shall be liable for any costs or damages attributable to
                nonperformance (including delays on the part of Company in making
                deliveries hereunder) arising out of any "Event of Force Majeure,"
                which
                shall consist of any cause not within its reasonable control and
                not due
                to its fault or negligence.

            


    

    


    
      	
              §  

            	
              Each
                party shall give the other party prompt notice of the occurrence
                of any
                Event of Force Majeure that is expected to cause delay hereunder,
                and the
                date of performance by any such party shall be extended for a period
                not
                exceeding the period of delay caused by the Event of Force Majeure
                identified in such notice.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Dispute
      Resolution

    


    
      	
              §  

            	
              Applicable
                Law and Jurisdiction.  This Sales Agreement shall
                be governed by and be construed in accordance with the laws of the
                State
                of Connecticut.  The Company and the Customer agree and
                stipulate that the Courts of the Judicial District of Hartford,
                Connecticut, at Hartford, shall have jurisdiction and venue for purposes
                of all legal proceedings arising out of or relating to this Sales
                Agreement, the other agreements, and the transactions contemplated
                hereby.
                The parties hereto may serve notice to each other by registered or
                certified mail, return receipt requested, addressed to the respective
                party at the address stipulated in the Notice provision included
                herein.

            


    

    


    
      	
              §  

            	
              No
                Strict Construction.  The parties have hereto
                participated jointly in the negotiation and drafting of this Sales
                Agreement.  In the event an ambiguity or questions of intent or
                interpretation arises under any provision of this Sales Agreement,
                it
                shall be construed as if drafted jointly by the parties thereto,
                and no
                presumption or burden of proof shall arise favoring or disfavoring
                any
                party by virtue of the authorship of any of the provisions of this
                Sales
                Agreement.

            


    

    


    Miscellaneous

    


    
      	
              §  

            	
              Approval.  Except
                as expressly required by this Agreement the parties agree that no
                order,
                consent, approval, license, authorization, or validation of, or filing,
                recording or registration with, or exemption by, any governmental
                or
                public body or authority, or any subdivision thereof, or any other
                person
                or entity, is required to authorize, or is required in connection
                with (i)
                the execution, delivery and performance by it of this Agreement or
                (ii)
                the legality, validity, binding effect or enforceability against
                it of
                this Agreement.

            


    

    


    
      	
               
                §  

            	
              Entire
                Agreement. Except for any Maintenance and Service Agreement that may
                be entered into by the parties, this Agreement constitutes the entire
                agreement between Company and Customer with respect to Company’s Goods and
                Services to be supplied to the Customer in this Purchase
                Agreement.

            


    

    


    
      	
              §  

            	
              Counterparts
                and Headlines.  This Agreement may be executed in one or
                more counterparts, each of which shall be deemed an original, but
                all of
                which together will constitute one and the same agreement.  The
                headings of sections and paragraphs of this Agreement have been inserted
                for convenience only, and do not constitute or modify any of the
                terms or
                provisions hereof.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              §  

            	
              Amendments.  This
                Agreement may be amended or modified only by a written instrument
                executed
                by each party hereto expressly stating that it is an amendment to
                the
                terms of this Agreement.  Without limiting the generality of the
                foregoing, all sales and purchases of Good and Service or Equipment
                contemplated by this Agreement shall be made solely pursuant to the
                terms
                of this Agreement.

            


    

    


    
      	
              §  

            	
              Severability.  If
                any provision or covenant of this Agreement shall contravene or be
                illegal, invalid or unenforceable under the laws of any State, County
                or
                jurisdiction in which this Agreement shall be performed or enforced,
                then
                such contravention illegality, invalidity or unenforceability shall
                not
                invalidate the entire Agreement.  Such provision shall be deemed
                to be modified to the extent necessary to render it valid, legal
                and
                enforceable, and if no such modification shall render it valid, legal
                and
                enforceable, then the Agreement shall be construed as if not containing
                the provision held to be invalid, and the validity, legality and
                enforceability of the provisions or covenants of this Agreement shall
                be
                unaffected, and the rights and obligations of the parties shall be
                construed and enforced accordingly.

            


    

    


    
      	
              §  

            	
              Assignment.  This
                Agreement shall be binding upon the successors and assignees of both
                parties; provided, however, that no assignment shall be made by either
                party without the prior consent of the other. Any attempt by either
                party
                to assign this Agreement or any of the rights or duties hereunder
                contrary
                to the foregoing provision shall be
                void.

            


    

    


    
      	
              §  

            	
              Compliance
                with Laws.  In the performance of this Agreement, Company
                shall comply with all applicable federal or national, state or regional
                and local or municipal laws, regulations, ordinances, permits and
                orders,
                including, without limitation, all environmental, health, safety,
                child
                welfare, wage & hour, label and other workplace laws and regulation.
                Company shall obtain all necessary permits and approvals and give
                all
                stipulations, certifications and representations that may be required
                for
                performance of the Agreement.

            


    

    


    
      	
              §  

            	
              Notices.  All
                notices, demands, requests, or other communications that may be or
                are
                required to be given, served or sent by any party to any other party
                pursuant to this Agreement shall be in writing and shall be mailed
                by
                certified mail, return receipt requested, or by verifiable overnight
                delivery postage prepaid, addressed at the address set forth beneath
                each
                of the respective names of the parties hereto on the execution page
                of
                this Agreement.

            


    

    


    All
      notices to Company shall be directed to the following address:

    


    
      	
              §  

            	
              88
                Danbury Road

            


    

    Wilton,
      CT 06897

    


    All
      notices to Customer shall be directed to all the following
      addresses:

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              §  

            	
              Corporate
                Center @ Roosevelt Avenue

            


    

    6th
      Floor Suite
      #603

    #1445
      Roosevelt Avenue, Corner Renaissance Street

    San
      Patricio Ward

    San
      Juan,
      Puerto Rico 00920

    


    
      	
              §  

            	
              PO
                BOX 11852

            


    

    SAN
      JUAN
      PR 00922-1852

    


    
      	
              §  

            	
              243
                Road #2

            


    

    Guaynabo,
      PR 00908-1852

    


    Each
      party may designate by notice in writing a new address to which any
      communication may thereafter be so given, served or sent. Each notice or
      communication that is mailed or delivered in the manner described above shall
      be
      deemed given at such time as it is delivered to the addressee (with the return
      receipt or the delivery receipt being deemed exclusive evidence of such
      delivery) or at such time as delivery is refused by the addressee upon
      presentation.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      in
      duplicate by their duly authorized corporate officers as of the day and year
      first above written.

    


    ACCEPTED
      BY;

     

    PURCHASER
      (Customer):

     

    EnviroSafe
      Industrial Services Corporation

     

    By:
      __________________________                                                                                                     Date:
      ________________________

    


    Federico
      Padron Garay, P.E.

    President

    EnviroSafe
      Industrial Services Corporation

    


     

    SELLER:

     

    Startech
      Environmental Corporation

     

    BY:
      ___________________________                                                                                     DATE:
      ________________________

     

    Joseph
      F. Longo

    President
&
CEO