Exhibit 10.4 Registration Rights Agreement


    
      

    
                                                                                                      
Exhibit
    10.4

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    REGISTRATION
      RIGHTS AGREEMENT
      (this
“Agreement”),
      dated
      as of April 11, 2007, by and between STARTECH
      ENVIRONMENTAL CORPORATION,
      a
      Colorado corporation (the “Company”),
      and
CORNELL
      CAPITAL PARTNERS, L.P.
      (the
“Investor”).

     

    WHEREAS:

     

    A. In
      connection with the Standby Equity Distribution Agreement by and between the
      parties hereto of even date herewith (the “Standby
      Equity Distribution Agreement”),
      the
      Company has agreed, upon the terms and subject to the conditions of the Standby
      Equity Distribution Agreement, to issue and sell to the Investor that number
      of
      shares of the Company’s common stock, no par value per share (the “Common
      Stock”),
      which
      can be purchased pursuant to the terms of the Standby Equity Distribution
      Agreement for an aggregate purchase price of up to Ten Million
      Dollars ($10,000,000). Capitalized terms not defined herein shall have the
      meaning ascribed to them in the Standby Equity Distribution
      Agreement.

     

    B. To
      induce
      the Investor to execute and deliver the Standby Equity Distribution Agreement,
      the Company has agreed to provide certain registration rights under the
      Securities Act of 1933, as amended, and the rules and regulations thereunder,
      or
      any similar successor statute (collectively, the “Securities
      Act”),
      and
      applicable state securities laws.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Company and the Investor hereby agree as
      follows:

     

    1.  DEFINITIONS.

     

    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

     

    a.  “Person”
means
      a
      corporation, a limited liability company, an association, a partnership, an
      organization, a business, an individual, a governmental or political subdivision
      thereof or a governmental agency.

     

    b.  “Register,”
      “registered,”
and
      “registration”
refer
      to a registration effected by preparing and filing one or more Registration
      Statements (as defined below) in compliance with the Securities Act and pursuant
      to Rule 415 under the Securities Act or any successor rule providing for
      offering securities on a continuous or delayed basis (“Rule
      415”),
      and
      the declaration or ordering of effectiveness of such Registration Statement(s)
      by the United States Securities and Exchange Commission (the “SEC”).

     

    c.  “Registrable
      Securities”
means
      the shares of Common Stock issued or issuable to Investor pursuant to the
      Standby Equity Distribution Agreement.

     

    d.  “Registration
      Statement”
means
      a
      registration statement under the Securities Act which covers the Registrable
      Securities.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.  REGISTRATION.

     

    a.  Mandatory
      Registration.
      The
      Company shall prepare and file with the SEC a Registration Statement on Form
      S-1, SB-2 or on such other form as is available. The Company shall cause such
      Registration Statement to be declared effective by the SEC prior to the first
      sale to the Investor of the Company’s Common Stock pursuant to the Standby
      Equity Distribution Agreement. The Company shall use its commercially reasonable
      efforts to insure that the Registration Statement and any subsequent
      Registration Statements remain in effect until all of the Registrable Securities
      have been sold, or may be sold without restriction pursuant to Rule 144(k)
      of
      the Securities Act. 

     

    b.  Sufficient
      Number of Shares Registered.
      In the
      event the number of shares available under a Registration Statement filed
      pursuant to Section 2(a) is insufficient to cover all of the Registrable
      Securities pursuant to the Standby Equity Distribution Agreement, the Company
      shall amend the Registration Statement, or file a new Registration Statement
      (on
      the short form available therefore, if applicable), or both, so as to cover
      all
      of such Registrable Securities pursuant to the Standby Equity Distribution
      Agreement as soon as practicable, but in any event not later than thirty (30)
      days after the necessity therefore arises. The Company shall use it commercially
      reasonable efforts to cause such amendment and/or new Registration Statement
      to
      become effective as soon as practicable following the filing thereof. For
      purposes of the foregoing provision, the number of shares available under a
      Registration Statement shall be deemed “insufficient to cover all of the
      Registrable Securities” if at any time the number of Registrable Securities
      issuable on an Advance Notice Date is greater than the number of shares
      available for resale under such Registration Statement.

     

    3.  RELATED
      OBLIGATIONS.

     

    a.  The
      Company shall use its commercially reasonable efforts to keep the Registration
      Statement effective pursuant to Rule 415 at all times until the completion
      of
      the Commitment Period (as such term is defined in the Standby Equity
      Distribution Agreement) (the “Registration
      Period”),
      which
      Registration Statement (including any amendments or supplements thereto and
      prospectuses contained therein) shall not contain any untrue statement of a
      material fact or omit to state 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.

     

    b.  The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      the
      prospectus used in connection with such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the Securities Act, as
      may
      be necessary to keep such Registration Statement effective at all times during
      the Registration Period, and, during such period, comply with the provisions
      of
      the Securities Act with respect to the disposition of all Registrable Securities
      of the Company covered by such Registration Statement until such time as all
      of
      such Registrable Securities shall have been disposed of in accordance with
      the
      intended methods of disposition by the seller or sellers thereof as set forth
      in
      such Registration Statement. In the case of amendments and supplements to a
      Registration Statement which are required to be filed pursuant to this Agreement
      (including pursuant to this Section 3(b)) by reason of the Company’s filing a
      report on Form 10-K, Form 10-Q or Form 8-K or any 

     

     

    
      
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    analogous
      report under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      the
      Company shall have incorporated such report by reference into the Registration
      Statement, if applicable, or shall file such amendments or supplements with
      the
      SEC on the same day on which the Exchange Act report is filed which created
      the
      requirement for the Company to amend or supplement the Registration
      Statement.

     

    c.  The
      Company shall furnish to the Investor without charge upon the Investor’s written
      request, (i) at least one copy of such Registration Statement as declared
      effective by the SEC and any amendment(s) thereto, including financial
      statements and schedules, all documents incorporated therein by reference,
      all
      exhibits and each preliminary prospectus, (ii) ten (10) copies of the final
      prospectus included in such Registration Statement and all amendments and
      supplements thereto (or such other number of copies as such Investor may
      reasonably request) and (iii) such other documents as such Investor may
      reasonably request from time to time in order to facilitate the disposition
      of
      the Registrable Securities owned by such Investor.

     

    d.  The
      Company shall use its commercially reasonable efforts to (i) register and
      qualify the Registrable Securities covered by a Registration Statement under
      such other securities or “blue sky” laws of such jurisdictions in the United
      States as the Investor reasonably requests, (ii) prepare and file in those
      jurisdictions, such amendments (including post-effective amendments) and
      supplements to such registrations and qualifications as may be necessary to
      maintain the effectiveness thereof during the Registration Period, (iii) take
      such other actions as may be reasonably necessary to maintain such registrations
      and qualifications in effect at all times during the Registration Period, and
      (iv) take all other actions reasonably necessary or advisable to qualify the
      Registrable Securities for sale in such jurisdictions; provided, however, that
      the Company shall not be required in connection therewith or as a condition
      thereto to (w) make any change to its articles of incorporation or by-laws,
      (x)
      qualify to do business in any jurisdiction where it would not otherwise be
      required to qualify but for this Section 3(d), (y) subject itself to general
      taxation in any such jurisdiction, or (z) file a general consent to service
      of
      process in any such jurisdiction. The Company shall promptly notify the Investor
      of the receipt by the Company of any notification with respect to the suspension
      of the registration or qualification of any of the Registrable Securities for
      sale under the securities or “blue sky” laws of any jurisdiction in the United
      States or its receipt of actual notice of the initiation or threat of any
      proceeding for such purpose.

     

    e.  As
      promptly as practicable after becoming aware of such event or development,
      the
      Company shall notify the Investor in writing of the happening of any event
      as a
      result of which the prospectus included in a Registration Statement, as then
      in
      effect, includes an untrue statement of a material fact or omission to state
      a
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading (provided that in no event shall such notice contain any material,
      nonpublic information), and promptly prepare a supplement or amendment to such
      Registration Statement to correct such untrue statement or omission, and deliver
      ten (10) copies of such supplement or amendment to each Investor upon such
      Investor’s written request. The Company shall also promptly notify the Investor
      in writing (i) when a prospectus or any prospectus supplement or post-effective
      amendment has been filed, and when a Registration Statement or any
      post-effective amendment has become effective (notification of such
      effectiveness shall be 

     

     

    
      
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    delivered
      to the Investor by facsimile on the same day of such effectiveness), (ii) of
      any
      request by the SEC for amendments or supplements to a Registration Statement
      or
      related prospectus or related information, and (iii) of the Company’s
      reasonable determination that a post-effective amendment to a Registration
      Statement would be appropriate. 

     

    f.  The
      Company shall use its commercially reasonable efforts to prevent the issuance
      of
      any stop order or other suspension of effectiveness of a Registration Statement,
      or the suspension of the qualification of any of the Registrable Securities
      for
      sale in any jurisdiction within the United States of America and, if such an
      order or suspension is issued, to obtain the withdrawal of such order or
      suspension at the earliest possible moment and to notify the Investor of the
      issuance of such order and the resolution thereof or its receipt of actual
      notice of the initiation or threat of any proceeding for such
      purpose.

     

    g.  Intentionally
      omitted.

     

    h.  The
      Company shall make available for inspection by (i) the Investor and (ii) one
      firm of accountants or other agents retained by the Investor (collectively,
      the
“Inspectors”) all pertinent financial and other records, and pertinent corporate
      documents and properties of the Company (collectively, the “Records”), as shall
      be reasonably necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s officers, directors and employees to
      supply all information which any Inspector may reasonably request in connection
      with the Registration Statement. The Investor agrees that Records obtained
      by it
      as a result of such inspections which is conspicuously marked by the Company
      as
      "Confidential" (subject to the Company’s obligations with respect to material
      non-public information set forth in Section 8.1(a) herein) shall be deemed
      confidential and held in strict confidence by the Investor, unless (a) the
      disclosure of such Records is necessary to avoid or correct a misstatement
      or
      omission in any Registration Statement or is otherwise required under the
      Securities Act, (b) the release of such Records is ordered pursuant to a final,
      non-appealable subpoena or order from a court or government body of competent
      jurisdiction, or (c) the information in such Records has been made generally
      available to the public other than by disclosure in violation of this or any
      other agreement of which the Inspector and the Investor has knowledge. The
      Investor agrees that it shall, upon learning that disclosure of such Records
      is
      sought in or by a court or governmental body of competent jurisdiction or
      through other means, give prompt notice to the Company and allow the Company,
      at
      its expense, to undertake appropriate action to prevent disclosure of, or to
      obtain a protective order for, the Records deemed confidential.

     

    i.  The
      Company shall hold in confidence and not make any disclosure of information
      concerning the Investor provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws, (ii)
      the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any Registration Statement, (iii) the release of
      such information is ordered pursuant to a subpoena or other final,
      non-appealable order from a court or governmental body of competent
      jurisdiction, or (iv) such information has been made generally available to
      the
      public other than by disclosure in violation of this Agreement or any other
      agreement. The Company agrees that it shall, upon learning that disclosure
      of
      such information concerning the 

     

     

    
      
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    Investor
      is sought in or by a court or governmental body of competent jurisdiction or
      through other means, give prompt written notice to the Investor and allow the
      Investor, at the Investor’s expense, to undertake appropriate action to prevent
      disclosure of, or to obtain a protective order for, such
      information.

     

    j.  The
      Company shall use its commercially reasonable efforts either to cause all the
      Registrable Securities covered by a Registration Statement (i) to be listed
      or
      quoted on each securities exchange on which securities of the same class or
      series issued by the Company are then listed, if any, if the listing of such
      Registrable Securities is then permitted under the rules of such exchange or
      to
      secure the inclusion for quotation on the National Association of Securities
      Dealers, Inc. OTC Bulletin Board for such Registrable Securities. The Company
      shall pay all fees and expenses in connection with satisfying its obligation
      under this Section 3(j).

     

    k.  The
      Company shall cooperate with the Investor to the extent applicable, to
      facilitate the timely preparation and delivery of certificates (not bearing
      any
      restrictive legend) representing the Registrable Securities to be offered
      pursuant to a Registration Statement and enable such certificates to be in
      such
      denominations or amounts, as the case may be, as the Investor may reasonably
      request and registered in such names as the Investor may request.

     

    l.  The
      Company shall use its commercially reasonable efforts to cause the Registrable
      Securities covered by the applicable Registration Statement to be registered
      with or approved by such other governmental agencies or authorities as may
      be
      necessary to consummate the disposition of such Registrable
      Securities.

     

    m.  The
      Company shall make generally available to its security holders as soon as
      practical, but not later than ninety (90) days after the close of the period
      covered thereby, an earnings statement (in form complying with the provisions
      of
      Rule 158 under the Securities Act) covering a twelve-month period beginning
      not
      later than the first day of the Company’s fiscal quarter next following the
      effective date of the Registration Statement.

     

    n.  The
      Company shall otherwise use its commercially reasonable efforts to comply with
      all applicable rules and regulations of the SEC in connection with any
      registration hereunder.

     

    o.  Within
      two (2) business days after a Registration Statement which covers Registrable
      Securities is ordered effective by the SEC, the Company shall deliver, and
      shall
      cause legal counsel for the Company to deliver, to the transfer agent for such
      Registrable Securities (with copies to the Investor) confirmation that such
      Registration Statement has been declared effective by the SEC in the form
      attached hereto as Exhibit
      A.

     

    p.  If
      (i)
      there is material non-public information regarding the Company which the
      Company's Board of Directors (the "Board")
      determines not to be in the Company's best interest to disclose and which the
      Company is not otherwise required to disclose, (ii) there is a significant
      business opportunity (including, but not limited to, the acquisition or
      disposition of assets (other than in the ordinary course of business) or any
      merger, consolidation, tender offer or other similar transaction) available
      to
      the Company which the Board determines not to be in the Company's best interest
      to disclose, or (iii) the Company is required to file a post-effective amendment
      to the Registration Statement to incorporate the Company’s quarterly and annual
      reports and audited financial statements on Forms 10-Q and 10-K, then the
      Company may (x)

     

     

    
      
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    postpone
      or suspend filing of a registration statement for a period not to exceed thirty
      (30) consecutive days or (y) postpone or suspend effectiveness of a registration
      statement for a period not to exceed twenty (20) consecutive days; provided
      that
      the Company may not postpone or suspend effectiveness of a registration
      statement under this Section 3(p) for more than forty-five (45) days in the
      aggregate during any three hundred sixty (360) day period; provided,
      however,
      that no
      such postponement or suspension shall be permitted for consecutive twenty (20)
      day periods arising out of the same set of facts, circumstances or
      transactions.

     

    q.  The
      Company shall take all other reasonable actions necessary to expedite and
      facilitate disposition by the Investor of Registrable Securities pursuant to
      a
      Registration Statement.

     

    4.  OBLIGATIONS
      OF THE INVESTOR.

     

    a. The
      Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section 3(f), the first sentence
      of Section 3(e) or Section 3(p), the Investor will immediately discontinue
      disposition of Registrable Securities pursuant to any Registration Statement(s)
      covering such Registrable Securities until the Investor’s receipt of the copies
      of the supplemented or amended prospectus contemplated by Section 3(e), receipt
      of notice that no supplement or amendment is required or notice from the Company
      that the Investor may dispose of its Registrable Securities pursuant to the
      Registration Statement. Notwithstanding anything to the contrary, the Company
      shall cause its transfer agent to deliver unlegended certificates for shares
      of
      Common Stock to a transferee of the Investor in accordance with the terms of
      the
      Standby Equity Distribution Agreement in connection with any sale of Registrable
      Securities with respect to which the Investor has entered into a contract for
      sale prior to the Investor’s receipt of a notice from the Company of the
      happening of any event of the kind described in Section 3(f), the first sentence
      of 3(e) or Section 3(p) and for which the Investor has not yet settled.


     

    b. The
      Company may require the Investor to furnish to the Company information regarding
      the Investor and the distribution of such Registrable Securities as is required
      by law to be disclosed in the Registration Statement, prospectus, or any
      amendment or supplement thereto, and the Investor agrees to furnish such
      information to the Company within a reasonable time after receiving such
      request.

     

    5.  EXPENSES
      OF REGISTRATION.

     

    All
      expenses incurred in connection with registrations, filings or qualifications
      pursuant to Sections 2 and 3, including, without limitation, all registration,
      listing and qualifications fees, printers, legal and accounting fees shall
      be
      paid by the Company. 

     

    6.  INDEMNIFICATION.

     

    With
      respect to Registrable Securities which are included in a Registration Statement
      under this Agreement:

     

    a.  To
      the
      fullest extent permitted by law, the Company will, and hereby does, indemnify,
      hold harmless and defend the Investor, the directors, officers, partners,
      employees, 

     

     

    
      
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    agents,
      representatives of, and each Person, if any, who controls the Investor within
      the meaning of the Securities Act or the Exchange Act (each, an “Indemnified
      Person”),
      against any losses, claims, damages, liabilities, judgments, fines, penalties,
      charges, costs, reasonable attorneys’ fees, amounts paid in settlement or
      expenses, joint or several (collectively, “Claims”)
      incurred in investigating, preparing or defending any action, claim, suit,
      inquiry, proceeding, investigation or appeal taken from the foregoing by or
      before any court or governmental, administrative or other regulatory agency,
      body or the SEC, whether pending or threatened, whether or not an indemnified
      party is or may be a party thereto (“Indemnified
      Damages”),
      to
      which any of them may become subject insofar as such Claims (or actions or
      proceedings, whether commenced or threatened, in respect thereof) arise out
      of
      or are based upon: (i) any untrue statement or alleged untrue statement of
      a
      material fact in a Registration Statement or any post-effective amendment
      thereto or in any filing made in connection with the qualification of the
      offering under the securities or other “blue sky” laws of any jurisdiction in
      which Registrable Securities are offered (“Blue
      Sky Filing”),
      or
      the omission or alleged omission to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading;
      (ii) any untrue statement or alleged untrue statement of a material fact
      contained in any final prospectus (as amended or supplemented, if the Company
      files any amendment thereof or supplement thereto with the SEC) or the omission
      or alleged omission to state therein any material fact necessary to make the
      statements made therein, in light of the circumstances under which the
      statements therein were made, not misleading; or (iii) any violation or alleged
      violation by the Company of the Securities Act, the Exchange Act, any other
      law,
      including, without limitation, any state securities law, or any rule or
      regulation there under relating to the offer or sale of the Registrable
      Securities pursuant to a Registration Statement (the matters in the foregoing
      clauses (i) through (iii) being, collectively, “Violations”).
      The
      Company shall reimburse the Investor and each such controlling person promptly
      as such expenses are incurred and are due and payable, for any legal fees or
      disbursements or other reasonable expenses incurred by them in connection with
      investigating or defending any such Claim. Notwithstanding anything to the
      contrary contained herein, the indemnification agreement contained in this
      Section 6(a): (x) shall not apply to a Claim by an Indemnified Person arising
      out of or based upon a Violation which occurs in reliance upon and in conformity
      with information furnished in writing to the Company by such Indemnified Person
      expressly for use in connection with the preparation of the Registration
      Statement or any such amendment thereof or supplement thereto; (y) shall not
      be
      available to the extent such Claim is based on a failure of the Investor to
      deliver or to cause to be delivered the prospectus made available by the
      Company, if such prospectus was timely made available by the Company pursuant
      to
      Section 3(e); and (z) shall not apply to amounts paid in settlement of any
      Claim
      if such settlement is effected without the prior written consent of the Company,
      which consent shall not be unreasonably withheld. Such indemnity shall remain
      in
      full force and effect regardless of any investigation made by or on behalf
      of
      the Indemnified Person.

     

    b.  In
      connection with a Registration Statement, the Investor agrees to indemnify,
      hold
      harmless and defend, to the same extent and in the same manner as is set forth
      in Section 6(a), the Company, each of its directors, each of its officers who
      signs the Registration Statement and each Person, if any, who controls the
      Company within the meaning of the Securities Act or the Exchange Act (each
      an
“Indemnified
      Party”),
      against any Claim or Indemnified Damages to which any of them may become
      subject, under the Securities Act, the Exchange Act or otherwise, insofar as
      such Claim or Indemnified Damages arise out of or is based upon any Violation,
      in each case to the extent, and only to the extent, that such
      Violation

     

    
      
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     occurs
      in reliance upon and in conformity with written information furnished to the
      Company by the Investor expressly for use in connection with such Registration
      Statement; and, subject to Section 6(d), the Investor will reimburse any legal
      or other expenses reasonably incurred by them in connection with investigating
      or defending any such Claim; provided, however, that the indemnity agreement
      contained in this Section 6(b) and the agreement with respect to contribution
      contained in Section 7 shall not apply to amounts paid in settlement of any
      Claim if such settlement is effected without the prior written consent of the
      Investor, which consent shall not be unreasonably withheld; provided, further,
      however, that the Investor shall be liable under this Section 6(b) for only
      that
      amount of a Claim or Indemnified Damages as does not exceed the net proceeds
      to
      the Investor as a result of the sale of Registrable Securities pursuant to
      such
      Registration Statement. Such indemnity shall remain in full force and effect
      regardless of any investigation made by or on behalf of such Indemnified Party.
      Notwithstanding anything to the contrary contained herein, the indemnification
      agreement contained in this Section 6(b) with respect to any prospectus shall
      not inure to the benefit of any Indemnified Party if the untrue statement or
      omission of material fact contained in the prospectus was corrected and such
      new
      prospectus was delivered to the Investor prior to the Investor’s use of the
      prospectus to which the Claim relates.

     

    c.  Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action or proceeding (including any
      governmental action or proceeding) involving a Claim, such Indemnified Person
      or
      Indemnified Party shall, if a Claim in respect thereof is to be made against
      any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in, and, to the extent the indemnifying party
      so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the Indemnified Person or the Indemnified Party, as
      the
      case may be; provided, however, that an Indemnified Person or Indemnified Party
      shall have the right to retain its own counsel with the fees and expenses of
      not
      more than one counsel for such Indemnified Person or Indemnified Party to be
      paid by the indemnifying party, if, in the reasonable opinion of counsel
      retained by the indemnifying party, the representation by such counsel of the
      Indemnified Person or Indemnified Party and the indemnifying party would be
      inappropriate due to actual or potential differing interests between such
      Indemnified Person or Indemnified Party and any other party represented by
      such
      counsel in such proceeding. The Indemnified Party or Indemnified Person shall
      cooperate fully with the indemnifying party in connection with any negotiation
      or defense of any such action or claim by the indemnifying party and shall
      furnish to the indemnifying party all information reasonably available to the
      Indemnified Party or Indemnified Person which relates to such action or claim.
      The indemnifying party shall keep the Indemnified Party or Indemnified Person
      fully apprised at all times as to the status of the defense or any settlement
      negotiations with respect thereto. No indemnifying party shall be liable for
      any
      settlement of any action, claim or proceeding effected without its prior written
      consent, provided, however, that the indemnifying party shall not unreasonably
      withhold, delay or condition its consent. No indemnifying party shall, without
      the prior written consent of the Indemnified Party or Indemnified Person,
      consent to entry of any judgment or enter into any settlement or other
      compromise which does not include as an unconditional term thereof the giving
      by
      the claimant or plaintiff to such Indemnified Party or Indemnified Person of
      a
      release from all liability in respect to such claim or litigation. Following
      indemnification as provided for hereunder, the 

     

    
      
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    indemnifying
      party shall be subrogated to all rights of the Indemnified Party or Indemnified
      Person with respect to all third parties, firms or corporations relating to
      the
      matter for which indemnification has been made. The failure to deliver written
      notice to the indemnifying party within a reasonable time of the commencement
      of
      any such action shall not relieve such indemnifying party of any liability
      to
      the Indemnified Person or Indemnified Party under this Section 6, except to
      the
      extent that the indemnifying party is prejudiced in its ability to defend such
      action.

     

    d.  The
      indemnification required by this Section 6 shall be made by periodic payments
      of
      the amount thereof during the course of the investigation or defense, as and
      when bills are received or Indemnified Damages are incurred.

     

    e.  The
      indemnity agreements contained herein shall be in addition to (i) any cause
      of
      action or similar right of the Indemnified Party or Indemnified Person against
      the indemnifying party or others, and (ii) any liabilities the indemnifying
      party may be subject to pursuant to the law.

     

    7.  CONTRIBUTION.

     

    To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided, however, that: (i) no seller of
      Registrable Securities guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any seller of Registrable Securities who was not guilty of
      fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
      Securities shall be limited in amount to the net amount of proceeds received
      by
      such seller from the sale of such Registrable Securities.

     

    8.  REPORTS
      UNDER THE EXCHANGE ACT.

     

    With
      a
      view to making available to the Investor the benefits of Rule 144 promulgated
      under the Securities Act or any similar rule or regulation of the SEC that
      may
      at any time permit the Investor to sell securities of the Company to the public
      without registration (“Rule
      144”)
      the
      Company agrees to use its commercially reasonable efforts to:

     

    a.  make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144;

     

    b.  file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Securities Act and the Exchange Act so long as the Company
      remains subject to such requirements (it being understood that nothing herein
      shall limit the Company’s obligations under Section 6.3 of the Standby Equity
      Distribution Agreement) and the filing of such reports and other documents
      is
      required for the applicable provisions of Rule 144; and

     

    c.  furnish
      to the Investor so long as the Investor owns Registrable Securities, promptly
      upon request, (i) a written statement by the Company that it has complied with
      the

     

     

    
      
        9

      

      
         

        
          

        

      

      
         

      

    

     

    reporting
      requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy
      of the most recent annual or quarterly report of the Company and such other
      reports and documents so filed by the Company, and (iii) such other information
      as may be reasonably requested to permit the Investor to sell such securities
      pursuant to Rule 144 without registration.

     

    9.  AMENDMENT
      OF REGISTRATION RIGHTS.

     

    Provisions
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only by a written agreement between the Company and the
      Investor. Any amendment or waiver effected in accordance with this Section
      9
      shall be binding upon the Investor and the Company. No consideration shall
      be
      offered or paid to any Person to amend or consent to a waiver or modification
      of
      any provision of any of this Agreement unless the same consideration also is
      offered to all of the parties to this Agreement.

     

    10.  MISCELLANEOUS.

     

    a.  A
      Person
      is deemed to be a holder of Registrable Securities whenever such Person owns
      or
      is deemed to own of record such Registrable Securities. If the Company receives
      conflicting instructions, notices or elections from two or more Persons with
      respect to the same Registrable Securities, the Company shall act upon the
      basis
      of instructions, notice or election received from the registered owner of such
      Registrable Securities.

     

    b.  Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one business day after deposit with a nationally recognized overnight
      delivery service, in each case properly addressed to the party to receive the
      same. The addresses and facsimile numbers for such communications shall
      be:

     

    
      	
              If
                to the Company, to:

            	
              Startech
                Environmental Corporation

            
	 	
              88
                Danbury Road, Suite 2A

            
	 	
              Wilton,
                CT 06897

            
	 	
              Attention:    
                Peter
                J. Scanlon

            
	 	
              Telephone:  
                (203)
                762-2499 

            
	 	
              Facsimile:     
                (203)
                761-0839 

            
	 	 
	
              With
                a copy to:

            	
              Kramer
                Levin Naftalis & Frankel LLP

            
	 	
              1177
                Avenue of the Americas

            
	 	
              New
                York, NY 10036

            
	 	
              Attention:    
                Scott
                S. Rosenblum, Esq.

            
	 	
              Telephone:  
                (212)
                715-9411

            
	 	
              Facsimile:     
                (212)
                715-8411 

            
	 	 
	
              If
                to the Investor, to:

            	
              Cornell
                Capital Partners, LP

            
	 	
              101
                Hudson Street - Suite 3700

            
	 	
              Jersey
                City, New Jersey 07302

            
	 	
              Attention:    
                Mark
                Angelo

            
	 	
                                    
                Portfolio Manager 

            
	 	
              Telephone:  
                (201)
                985-8300

            
	 	
              Facsimile:     
                (201)
                985-8266

            
	 	 
	
              With
                a copy to:

            	
              Cornell
                Capital Partners, LP

            
	 	
              101
                Hudson Street - Suite 3700

            
	 	
              Jersey
                City, NJ 07302

            
	 	
              Attention:    
                David
                Gonzalez, Esq.

            
	 	
              Telephone:  
                (201)
                985-8300

            
	 	
              Facsimile:     
                (201)
                985-8266

            
	 	 
	 	 


    

     

    Any
      party
      may change its address by providing written notice to the other parties hereto
      at least five days prior to the effectiveness of such change. Written
      confirmation of receipt (A) given by the recipient of such notice, consent,
      waiver or other communication, (B) mechanically or electronically generated
      by
      the sender’s facsimile machine containing the time, date, recipient facsimile
      number and an image of the first page of such transmission or (C) provided
      by a
      courier or overnight courier service shall be rebuttable evidence of personal
      service, receipt by facsimile or receipt from a nationally recognized overnight
      delivery service in accordance with clause (i), (ii) or (iii) above,
      respectively.

     

    c.  Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

     

    d.  The
      corporate laws of the State of New Jersey shall govern all issues concerning
      the
      relative rights of the Company and the Investor. All other questions concerning
      the construction, validity, enforcement and interpretation of this Agreement
      shall be governed by the internal laws of the State of New Jersey, without
      giving effect to any choice of law or conflict of law provision or rule (whether
      of the State of New Jersey or any other jurisdiction) that would cause the
      application of the laws of any jurisdiction other than the State of New Jersey.
      Each party hereby irrevocably submits to the non-exclusive jurisdiction of
      the
      Superior Courts of the State of New Jersey, sitting in Hudson County, New Jersey
      and the Federal District Court for the District of New Jersey sitting in Newark,
      New Jersey, for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein, and
      hereby irrevocably waives, and agrees not to assert in any suit, action or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      any such court, that such suit, action or proceeding is brought in an
      inconvenient forum or that the venue of such suit, action or proceeding is
      improper. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address for such notices to it
      under
      this Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any 

     

     

    
      
        11

      

      
         

        
          

        

      

      
         

      

    

     

     

    manner
      permitted by law. If any provision of this Agreement shall be invalid or
      unenforceable in any jurisdiction, such invalidity or unenforceability shall
      not
      affect the validity or enforceability of the remainder of this Agreement in
      that
      jurisdiction or the validity or enforceability of any provision of this
      Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
      RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
      OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
      AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

     

    e.  This
      Agreement and the Standby Equity Distribution Agreement constitute the entire
      agreement among the parties hereto with respect to the subject matter hereof
      and
      thereof. There are no restrictions, promises, warranties or undertakings, other
      than those set forth or referred to herein and therein. This Agreement and
      the
      Standby Equity Distribution Agreement supersede all prior agreements and
      understandings among the parties hereto with respect to the subject matter
      hereof and thereof.

     

    f.  This
      Agreement shall inure to the benefit of and be binding upon the permitted
      successors and assigns of each of the parties hereto.

     

    g.  The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    h.  This
      Agreement may be executed in identical counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same agreement.
      This Agreement, once executed by a party, may be delivered to the other party
      hereto by facsimile transmission of a copy of this Agreement bearing the
      signature of the party so delivering this Agreement.

     

    i.  Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    j.  The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent and no rules of strict construction
      will
      be applied against any party.

     

    k.  This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    


    


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        12

        


         

      

      
         

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF,
      the
      parties have caused this Registration Rights Agreement to be duly executed
      as of
      day and year first above written.

     

    
      	 	
              Startech
                Environmental Corporation

            
	 	 
	 	
              By:_________________      

            
	 	
              Name: Peter
                J. Scanlon

            
	 	
              Title:
                Chief Financial Officer 

            
	 	 
	 	 
	 	
              Cornell
                Capital Partners, L.P.

            
	 	 
	 	
              By: Yorkville
                Advisors, LLC

            
	 	
              Its: Investment
                Manager

            
	 	 
	 	
              By:_________________      

            
	 	
              Name: Mark
                Angelo

            
	 	
              Title: Portfolio
                Manager

            
	 	 


    

    


    


    


    
      
        13

      

      
         

        
          

        

      

      
         

      

    



    


    EXHIBIT
      A

    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

     

    


    


    Attention: 

    


    Re:    STARTECH
      ENVIRONMENTAL CORPORATION

    


    Ladies
      and Gentlemen:

    


    We
      are
      counsel to Startech Environmental Corporation (the “Company”),
      and
      have represented the Company in connection with that certain Standby Equity
      Distribution Agreement (the “Standby
      Equity Distribution Agreement”)
      entered into by and between the Company and Cornell Capital Partners, LP (the
      “Investor”)
      pursuant to which the Company issued to the Investor shares of its Common Stock,
      no par value per share (the “Common
      Stock”).
      Pursuant to the Standby Equity Distribution Agreement, the Company also has
      entered into a Registration Rights Agreement with the Investor (the
“Registration
      Rights Agreement”)
      pursuant to which the Company agreed, among other things, to register the
      Registrable Securities (as defined in the Registration Rights Agreement) under
      the Securities Act of 1933, as amended (the “Securities
      Act”).
      In
      connection with the Company’s obligations under the Registration Rights
      Agreement, on ____________ ____, the Company filed a Registration Statement
      on
      Form ________ (File No. 333-_____________) (the “Registration
      Statement”)
      with
      the Securities and Exchange Commission (the “SEC”)
      relating to the Registrable Securities which names the Investor as a selling
      stockholder thereunder.

     

    In
      connection with the foregoing, we advise you that a member of the SEC’s staff
      has advised us by telephone that the SEC has entered an order declaring the
      Registration Statement effective under the Securities Act at [ENTER
      TIME OF EFFECTIVENESS]
      on
[ENTER
      DATE OF EFFECTIVENESS]
      and we
      have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that
      any stop order suspending its effectiveness has been issued or that any
      proceedings for that purpose are pending before, or threatened by, the SEC
      and
      the Registrable Securities are available for resale under the Securities Act
      pursuant to the Registration Statement.

     

    Very
      truly yours,

     

    


    By:_______________________________

    
 

    cc: Cornell
      Capital Partners, LP