Exhibit 10.5 Form of Placement Agent Agreement


    
      

    

    Exhibit
      10.5

     

     

    
      

        STARTECH
          ENVIRONMENTAL CORPORATION 

        PLACEMENT
          AGENT AGREEMENT

        


        


        Dated
          as
          of: April
          11,
          2007

        


        Newbridge
          Securities Corporation

        1451
          Cypress Creek Road, Suite 204

        Fort
          Lauderdale, Florida 33309

        


        


        Ladies
          and Gentlemen:

        


        The
          undersigned, Startech Environmental Corporation, a Colorado corporation
          (the
“Company”),
          hereby agrees with
          Newbridge Securities Corporation (the “Placement
          Agent”)
          as
          follows:

         

        1. Offering.
          The
          Company hereby engages the Placement Agent to act as its exclusive placement
          agent in connection with the Standby Equity Distribution Agreement dated
          the
          date hereof between the Company and Cornell Capital Partners, LP (the
“Investor”)
          (the
“Standby
          Equity Distribution Agreement”),
          pursuant to which the Company shall issue and sell to the Investor, from
          time to
          time, and the Investor shall purchase from the Company (the “Offering”)
          up to
          Ten Million Dollars ($10,000,000) (the “Commitment
          Amount”)
          of the
          Company’s common stock, no par value (the “Common
          Stock”),
          at
          price per share equal to the Purchase Price, as that term is defined in
          the
          Standby Equity Distribution Agreement. The
          Placement Agent services
          shall
          consist of reviewing
          the
terms
          of
the
          Standby Equity Distribution Agreement and advising
          the
          Company with
          respect to those
          terms.

         

        All
          capitalized terms used herein and not otherwise defined herein shall have
          the
          same meaning ascribed to them as in the Standby Equity Distribution Agreement.
          The Investor will be granted certain registration rights with respect to
          the
          Common Stock as more fully set forth in the Registration Rights Agreement
          between the Company and the Investor dated the date hereof (the “Registration
          Rights Agreement”).
          The
          documents to be executed and delivered in connection with the Offering,
          including, but not limited, to the
          Company’s latest Quarterly Report on Form 10-Q as filed with the United States
          Securities and Exchange Commission, this
          Agreement, the Standby Equity Distribution Agreement, and the Registration
          Rights Agreement are referred to sometimes hereinafter collectively as
          the
“Offering
          Materials.”
The
          Company’s Common Stock
          purchased by the Investor under
          the
          Standby Equity Distribution Agreement is sometimes referred to hereinafter
          as
          the “Securities.”
The
          Placement Agent shall not be obligated to sell any Securities.

         

        2. Compensation.

         

        A. Upon
          the
          execution of this Agreement, the Company shall pay the Placement Agent
          or its
          designee a fee of $5,000. 

         

         


        
          
             

          

          
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        3.
          Representations, Warranties and Covenants of the Placement
          Agent.

         

        A. The
          Placement Agent represents, warrants and covenants as follows:

         

        (i) The
          Placement Agent has the necessary power to enter into this Agreement and
          to
          consummate the transactions contemplated hereby.

         

        (ii) The
          execution and delivery by the Placement Agent of this Agreement and the
          consummation of the transactions contemplated herein will not result in
          any
          violation of, or be in conflict with, or constitute a default under, any
          agreement or instrument to which the Placement Agent is a party or by which
          the
          Placement Agent or its properties are bound, or any judgment, decree, order
          or,
          to the Placement Agent’s knowledge, any statute, rule or regulation applicable
          to the Placement Agent. This Agreement when executed and delivered by the
          Placement Agent, will constitute the legal, valid and binding obligations
          of the
          Placement Agent, enforceable in accordance with their respective terms,
          except
          to the extent that (a) the enforceability hereof or thereof may be limited
          by
          bankruptcy, insolvency, reorganization, moratorium or similar laws from
          time to
          time in effect and affecting the rights of creditors generally, (b) the
          enforceability hereof or thereof is subject to general principles of equity,
          or
          (c) the indemnification provisions hereof or thereof may be held to be in
          violation of public policy.

         

        (iii) Upon
          receipt and execution of this Agreement, the Placement Agent will promptly
          forward copies of this Agreement to the Company or its counsel and the
          Investor
          or its counsel.

         

        (iv) The
          Placement Agent will not take any action that it reasonably believes would
          cause
          the Offering to violate the provisions of the Securities Act of 1933, as
          amended
          (the “1933
          Act”),
          the
          Securities Exchange Act of 1934 (the “1934
          Act”),
          the
          respective rules and regulations promulgated thereunder
          (the
“Rules
          and Regulations”)
          or
          applicable “Blue Sky” laws of any state or jurisdiction.

         

        (v) The
          Placement Agent is a member in good standing of the National Association
          of
          Securities Dealers, Inc., and is a broker-dealer registered as such under
          the
          1934 Act and under the securities laws of the states in which the Securities
          will be offered or sold by the Placement Agent unless an exemption for
          such
          state registration is available to the Placement Agent. The Placement Agent
          is
          in material
          compliance
          with the
          rules
          and regulations applicable to the Placement Agent generally and applicable
          to
          the Placement Agent’s participation in the Offering.

         

        4. Representations
          and Warranties of the Company.

         

        A. The
          Company represents and warrants as follows:

         

        (i) The
          execution, delivery and performance of each of this Agreement, the Standby
          Equity Distribution Agreement, and the Registration Rights Agreement has
          been or
          will be duly and validly authorized by the Company and is, or with respect
          to
          this Agreement, the Standby Equity Distribution Agreement, and the Registration
          Rights Agreement will be, a valid and binding agreement of the Company,
          enforceable in accordance with its

         

         

         

        
          
             

          

          
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        respective
          terms, except to the extent that (a) the enforceability hereof or thereof
          may be
          limited by bankruptcy, insolvency, reorganization, moratorium or similar
          laws
          from time to time in effect and affecting the rights of creditors generally,
          (b)
          the enforceability hereof or thereof is subject to general principles of
          equity
          or (c) the indemnification provisions hereof or thereof may be held to be
          in violation of public policy. The Securities to be issued pursuant to
          the
          transactions contemplated by this Agreement and the Standby Equity Distribution
          Agreement have been duly authorized and, when issued and paid for in accordance
          with this Agreement and the Standby Equity Distribution Agreement will
          be valid
          and binding obligations of the Company, enforceable in accordance with
          their
          respective terms, except to the extent that (1) the enforceability thereof
          may be limited by bankruptcy, insolvency, reorganization, moratorium or
          similar
          laws from time to time in effect and affecting the rights of creditors
          generally, and (2) the enforceability thereof is subject to general principles
          of equity. All corporate action required to be taken for the authorization,
          issuance and sale of the Securities has been duly and validly taken by
          the
          Company.

         

        (ii) The
          Company has a duly authorized, issued and outstanding capitalization as
          set
          forth herein and in the Standby Equity Distribution Agreement. The Company
          is
          not a party to or bound by any instrument, agreement or other arrangement
          providing for it to issue any capital stock, rights, warrants, options
          or other
          securities, except for this Agreement, the agreements described herein
          and as
          described in the Standby Equity Distribution Agreement and the agreements
          described therein.
          All
          issued and outstanding securities of the Company, have been duly authorized
          and
          validly issued and are fully paid and non-assessable; the holders thereof
          have
          no rights of rescission or preemptive rights with respect thereto and are
          not
          subject to personal liability solely by reason of being security holders;
          and
          none of such securities were issued in violation of the preemptive rights
          of any
          holders of any security of the Company.

         

        (iii) The
          Company is duly organized and validly exists as a corporation in good standing
          under the laws of the State of Colorado. Except as set forth in the Offering
          Materials, the Company does not own or control, directly or indirectly,
          an
          interest in any other corporation, partnership, trust, joint venture or
          other
          business entity. The Company is duly qualified or licensed and in good
          standing
          as a foreign corporation in each jurisdiction in which the character of
          its
          operations requires such qualification or licensing and where failure to
          so
          qualify would have a Material Adverse Effect (as defined in the Standby
          Equity
          Distribution Agreement). The Company has all corporate power and authority
          to
          enter into this Agreement, the Standby Equity Distribution Agreement, the
          Registration Rights Agreement, and to carry out the provisions and conditions
          hereof and thereof, and all material consents, authorizations, approvals
          and
          orders required in connection herewith and therewith have been obtained
          (except
          as
          specifically contemplated by this Agreement or the Standby Equity Distribution
          Agreement and as required under the 1933 Act and any applicable state securities
          laws).
          No
          consent, authorization or order of, and no filing with, any court, government
          agency or other body is required by the Company for the issuance of the
          Securities or execution and delivery of the Offering Materials except as
          may be
          required under applicable federal and state securities laws.

         

        (iv) The
          Company has not suffered any Material Adverse Effect since October 31,
          2006, and
          the outstanding debt, the property and the business of the Company conform
          in
          all material respects to the descriptions thereof contained in the Offering
          Materials.

         

         

        
          
             

          

          
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        (v) Except
          as
          set forth in the Offering Materials,
          the
          Company is not in breach of, or in default under, any term or provision
          of any
          material indenture, mortgage, deed of trust, lease, note, loan or any other
          material agreement or instrument evidencing an obligation for borrowed
          money, or
          any other material agreement or instrument to which it is a party or by
          which it
          or any of its properties may be bound or affected. The Company is not in
          violation of any provision of its charter or by-laws or in violation of
          any
          material franchise, license, permit, judgment, decree or order, or in violation
          of any material statute, rule or regulation. Neither the execution and
          delivery
          of this Agreement, the Standby Equity Distribution Agreement or the Registration
          Rights Agreement nor the issuance and sale or delivery of the Securities,
          nor
          the consummation of any of the transactions contemplated in the Offering
          Materials nor the compliance by the Company with the terms and provisions
          hereof
          or thereof, has conflicted with or will conflict with, or has resulted
          in or
          will result in a breach of, any of the terms and provisions of, or has
          constituted or will constitute a default under, or has resulted in or will
          result in the creation or imposition of any lien, charge or encumbrance
          upon any
          property or assets of the Company or pursuant to the terms of any material
          indenture, mortgage, deed of trust, note, loan or any other agreement or
          instrument evidencing an obligation for borrowed money, or any other material
          agreement or instrument to which the Company may be bound or to which any
          of the
          property or assets of the Company is subject except (a) where such default,
          lien, charge or encumbrance would not have a Material Adverse Effect and
          (b) as
          disclosed in the Offering Materials; nor will such action result in any
          violation of the provisions of the charter or the by-laws of the Company
          or,
          assuming the due performance by the Placement Agent of its obligations
          hereunder, any material statute or any material order, rule or regulation
          applicable to the Company of any court or of any foreign, federal, state
          or
          other regulatory authority or other government body having jurisdiction
          over the
          Company.

         

        (vi) Subsequent
          to the dates as of which information is given in the Offering Materials,
          and
          except as may otherwise be indicated or contemplated herein or therein
          or in the
          Standby Equity Distribution Agreement, the Company has not (a) issued any
          securities or incurred any liability or obligation, direct or contingent,
          for
          borrowed money, or (b) entered into any transaction other than in the ordinary
          course of business, or (c) declared or paid any dividend or made any other
          distribution on or in respect of its capital stock. Except as described
          in the
          Offering Materials, the Company has no outstanding obligations to any officer
          or
          director of the Company other than normal payables in connection with services
          provided recently.

         

        (vii) There
          are
          no claims for services in the nature of a finder’s or origination fee with
          respect to the sale of the Common Stock or any other arrangements, agreements
          or
          understandings that may affect the Placement Agent's compensation, as determined
          by the National Association of Securities Dealers, Inc.

         

        (viii) Subject
          to the performance by the Placement Agent of its obligations
          hereunder
          the
          offer and sale of the Securities complies
          in all
          material respects with the requirements of Rule 506 of Regulation D promulgated
          by the SEC pursuant to the 1933 Act and any other applicable federal and
          state
          laws, rules, regulations and executive orders. Neither the Offering Materials
          nor any amendment or supplement thereto nor any documents prepared by the
          Company in connection with the Offering will contain any untrue statement
          of a
          material fact or omit to state any material fact required to be stated
          therein
          or necessary to make the

         

         

         


        
          
             

          

          
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        statements
          therein, in light of the circumstances under which they were made, not
          misleading. All statements of material facts in the Offering Materials
          are true
          and correct as of the date of the Offering Materials. 

         

        5. Intentionally
          omitted.

         

        6. Indemnification
          and
          Limitation of Liability.

         

        A. The
          Company hereby agrees that it will indemnify and hold the Placement Agent
          and
          each officer, director, shareholder, employee or representative of the
          Placement
          Agent and each person controlling, controlled by or under common control
          with
          the Placement Agent within the meaning of Section 15 of the 1933 Act or
          Section
          20 of the 1934 Act or the SEC’s Rules and Regulations promulgated thereunder
          (the “Rules
          and Regulations”),
          harmless from and against any and all loss, claim, damage, liability, cost
          or
          expense whatsoever (including, but not limited to, any and all reasonable
          legal
          fees and other expenses and disbursements incurred in connection with
          investigating, preparing to defend or defending any action, suit or proceeding,
          including any inquiry or investigation, commenced or threatened, or any
          claim
          whatsoever or in appearing or preparing for appearance as a witness in
          any
          action, suit or proceeding, including any inquiry, investigation or pretrial
          proceeding such as a deposition) to which the Placement Agent or such
          indemnified person of the Placement Agent may become subject under the
          1933 Act,
          the 1934 Act, the Rules and Regulations, or any other federal or state
          law or
          regulation, common law or otherwise, arising out of or based upon (i) any
          untrue
          statement or alleged untrue statement of a material fact contained in (a)
          Section 4 of this Agreement, (b) the Offering Materials (except those written
          statements relating to the Placement Agent given by the
          Placement Agent
          for
          inclusion therein), (c) any application or other document or written
          communication executed by the Company or based upon written information
          furnished by the Company filed in any jurisdiction in order to qualify
          the
          Common Stock under the securities laws thereof, or any state securities
          commission or agency; (ii) the omission or alleged omission from documents
          described in clauses (a), (b) or (c) above of a material fact required
          to be
          stated therein or necessary to make the statements therein not misleading;
          or
          (iii) the breach of any representation, warranty, covenant or agreement
          made by
          the Company in this Agreement. The Company further agrees that upon demand
          by an
          indemnified person, at any time or from time to time, it will promptly
          reimburse
          such indemnified person for any loss, claim, damage, liability, cost or
          expense
          actually and reasonably paid by the indemnified person as to which the
          Company
          has indemnified such person pursuant hereto. Notwithstanding the foregoing
          provisions of this Paragraph 7(A), any such payment or reimbursement by
          the
          Company of fees, expenses or disbursements incurred by an indemnified person
          in
          any proceeding in which a final judgment by a court of competent jurisdiction
          (after all appeals or the expiration of time to appeal) is entered against
          the
          Placement Agent or such indemnified person based upon specific finding
          of fact
          that the Placement Agent or such indemnified person’s gross negligence or
          willful misfeasance will be promptly repaid to the Company.

         

        B. The
          Placement Agent hereby agrees that it will indemnify and hold the Company
          and
          each officer, director, shareholder, employee or representative of the
          Company,
          and each person controlling, controlled by or under common control with
          the
          Company within the meaning of Section 15 of the 1933 Act or Section 20
          of the
          1934 Act or the Rules and Regulations, harmless from and against any and
          all
          loss, claim, damage, liability, cost or expense

         

         

        
          
             

          

          
            5

            
              

            

          

          
             

          

        

         

         

        whatsoever
          (including, but not limited to, any and all reasonable legal fees and other
          expenses and disbursements incurred in connection with investigating, preparing
          to defend or defending any action, suit or proceeding, including any inquiry
          or
          investigation, commenced or threatened, or any claim whatsoever or in appearing
          or preparing for appearance as a witness in any action, suit or proceeding,
          including any inquiry, investigation or pretrial proceeding such as a
          deposition) to which the Company or such indemnified person of the Company
          may
          become subject under the 1933 Act, the 1934 Act, the Rules and Regulations,
          or
          any other federal or state law or regulation, common law or otherwise,
          arising
          out of or based upon (i) the material
          breach of any representation, warranty, covenant or agreement made by the
          Placement Agent in this Agreement, or (ii)
          any
          false or misleading information provided to the Company in
          writing by
          one of
          the Placement Agent’s indemnified persons
          specifically for inclusion in the Offering Materials.

         

        C. Promptly
          after receipt by an indemnified party of notice of commencement of any
          action
          covered by Section 7(A) or (B), the party to be indemnified shall, within
          five
          (5) business days, notify the indemnifying party of the commencement thereof;
          the omission by one (1) indemnified party to so notify the indemnifying
          party shall not relieve the indemnifying party of its obligation to indemnify
          any other indemnified party that has given such notice and shall not relieve
          the
          indemnifying party of any liability outside of this indemnification if
          not
          materially prejudiced thereby. In the event that any action is brought
          against
          the indemnified party, the indemnifying party will be entitled to participate
          therein and, to the extent it may desire, to assume and control the defense
          thereof with counsel chosen by it which is reasonably acceptable to the
          indemnified party. After notice from the indemnifying party to such indemnified
          party of its election to so assume the defense thereof, the indemnifying
          party
          will not be liable to such indemnified party under such Section 7(A) or
          (B), for
          any legal or other expenses subsequently incurred by such indemnified party
          in
          connection with the defense thereof, but the indemnified party may, at
          its own
          expense, participate in such defense by counsel chosen by it, without,
          however,
          impairing the indemnifying party’s control of the defense. Subject to the
          proviso of this sentence and notwithstanding any other statement to the
          contrary
          contained herein, the indemnified party or parties shall have the right
          to
          choose its or their own counsel and control the defense of any action,
          all at
          the expense of the indemnifying party if (i) the employment of such counsel
          shall have been authorized in writing by the indemnifying party in connection
          with the defense of such action at the expense of the indemnifying party,
          or
          (ii) the indemnifying party shall not have employed counsel reasonably
          satisfactory to such indemnified party to have charge of the defense of
          such
          action within a reasonable time after notice of commencement of the action,
          or
          (iii) such indemnified party or parties shall have reasonably concluded
          that
          there may be defenses available to it or them which are different from
          or
          additional to those available to one or all of the indemnifying parties
          (in
          which case the indemnifying parties shall not have the right to direct
          the
          defense of such action on behalf of the indemnified party or parties),
          in any of
          which events such fees and expenses of one additional counsel shall be
          borne by
          the indemnifying party; provided, however, that the indemnifying party
          shall
          not, in connection with any one action or separate but substantially similar
          or
          related actions in the same jurisdiction arising out of the same general
          allegations or circumstance, be liable for the reasonable fees and expenses
          of
          more than one separate firm of attorneys at any time for all such indemnified
          parties. No settlement of any action or proceeding against an indemnified
          party
          shall be made without the consent of the indemnifying party.

         

         

         


        
          
             

          

          
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        D.
          In
          order to provide for just and equitable contribution in circumstances in
          which
          the indemnification provided for in Section 7(A) or 7(B) is due in accordance
          with its terms but is for any reason held by a court to be unavailable
          on
          grounds of policy or otherwise, the Company and the Placement Agent shall
          contribute to the aggregate losses, claims, damages and liabilities (including
          legal or other expenses reasonably incurred in connection with the investigation
          or defense of same) which the other may incur in such proportion so that
          the
          Placement Agent shall be responsible for such percent of the aggregate
          of such
          losses, claims, damages and liabilities as shall equal the percentage of
          the
          gross proceeds paid to the Placement Agent and the Company shall be responsible
          for the balance; provided, however, that no person guilty of fraudulent
          misrepresentation within the meaning of Section 11(f) of the 1933 Act shall
          be
          entitled to contribution from any person who was not guilty of such fraudulent
          misrepresentation. For purposes of this Section 7(D), any person controlling,
          controlled by or under common control with the Placement Agent, or any
          partner,
          director, officer, employee, representative or any agent of any thereof,
          shall
          have the same rights to contribution as the Placement Agent and each person
          controlling, controlled by or under common control with the Company within
          the
          meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and
          each
          officer of the Company and each director of the Company shall have the
          same
          rights to contribution as the Company. Any party entitled to contribution
          will,
          promptly after receipt of notice of commencement of any action, suit or
          proceeding against such party in respect of which a claim for contribution
          may
          be made against the other party under this Section 7(D), notify such party
          from
          whom contribution may be sought, but the omission to so notify such party
          shall
          not relieve the party from whom contribution may be sought from any obligation
          they may have hereunder or otherwise if the party from whom contribution
          may be
          sought is not materially prejudiced thereby. 

         

        E. The
          indemnity and contribution agreements contained in this Section 7 shall
          remain
          operative and in full force and effect regardless of any investigation
          made by
          or on behalf of any indemnified person or any termination of this
          Agreement.

         

        F. The
          Company hereby waives, to the fullest extent permitted by law, any right
          to or
          claim of any punitive, exemplary, incidental, indirect, special, consequential
          or other damages (including, without limitation, loss of profits) against
          the
          Placement Agent and each officer, director, shareholder, employee or
          representative of the placement agent and each person controlling, controlled
          by
          or under common control with the Placement Agent within the meaning of
          Section
          15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations
          arising out of any cause whatsoever (whether such cause be based in contract,
          negligence, strict liability, other tort or otherwise). Notwithstanding
          anything
          to the contrary contained herein, the aggregate liability of the Placement
          Agent
          and each officer, director, shareholder, employee or representative of
          the
          Placement Agent and each person controlling, controlled by or under common
          control with the Placement Agent within the meaning of Section 15 of the
          1933
          Act or Section 20 of the 1934 Act or the Rules and Regulations shall not
          exceed
          the compensation received by the Placement Agent pursuant to Section 2
          hereof.
          This limitation of liability shall apply regardless of the cause of action,
          whether contract, tort (including, without limitation, negligence) or breach
          of
          statute or any other legal or equitable obligation.

         

         

        
          
             

          

          
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        7. Payment
          of Expenses.


        The
          Company hereby agrees to bear all of the expenses in connection with the
          Offering, including, but not limited to the following: filing fees, printing
          and
          duplicating costs, advertisements, postage and mailing expenses with respect
          to
          the transmission of Offering Materials, registrar and transfer agent fees,
          fees
          of the Company’s counsel and accountants, and issue and transfer taxes, if any.


         

        8. Termination.

         

        This
          Agreement shall be co-terminus with, and terminate upon the same terms
          and
          conditions as those set forth in the Standby Equity Distribution Agreement.
          

         

        9. Miscellaneous.

         

        A. This
          Agreement may be executed in any number of counterparts, each of which
          shall be
          deemed to be an original, but all which shall be deemed to be one and the
          same
          instrument.

         

        B. Any
          notice required or permitted to be given hereunder shall be given in writing
          and
          shall be deemed effective when deposited in the United States mail, postage
          prepaid, or when received if personally delivered or faxed (upon confirmation
          of
          receipt received by the sending party), addressed as follows
          to such
          other address of which written notice is given to the others):

         

        
          	
                  If
                    to Placement Agent, to:

                	
                  Newbridge
                    Securities Corporation

                
	 	
                  1451
                    Cypress Creek Road, Suite 204

                
	 	
                  Fort
                    Lauderdale, Florida 33309

                
	 	
                  Attention: Doug
                    Aguililla

                
	 	
                  Telephone: (954)
                    334-3450

                
	 	
                  Facsimile: (954)
                    229-9937

                
	 	 
	
                  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 

                
	 	 
	 	 


        

        


        C. This
          Agreement shall be governed by and construed in all respects under the
          laws of
          the State of New Jersey, without reference to its conflict of laws rules
          or
          principles. 

         

         

         


        
          
             

          

          
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        Any
          suit,
          action, proceeding or litigation arising out of or relating to this Agreement
          shall be brought and prosecuted in such federal or state court or courts
          located
          within the State of New Jersey as provided by law. The parties hereby
          irrevocably and unconditionally consent to the jurisdiction of each such
          court
          or courts located within the State of New Jersey and to service of process
          by
          registered or certified mail, return receipt requested, or by any other
          manner
          provided by applicable law, and hereby irrevocably and unconditionally
          waive any
          right to claim that any suit, action, proceeding or litigation so commenced
          has
          been commenced in an inconvenient forum.

         

        D. This
          Agreement and the other agreements referenced herein contain the entire
          understanding between the parties hereto and may not be modified or amended
          except by a writing duly signed by the party against whom enforcement of
          the
          modification or amendment is sought.

         

        E. If
          any
          provision of this Agreement shall be held to be invalid or unenforceable,
          such
          invalidity or unenforceability shall not affect any other provision of
          this
          Agreement.

         

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          OF PAGE INTENTIALLY LEFT BLANK]

         


        
          
             

          

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

         

        
          	 	 
	 	
                  Startech
                    Environmental Corporation

                
	 	 
	 	
                  By:_____________________________      

                
	 	
                  Name: Peter
                    J. Scanlon

                
	 	
                  Title: Chief
                    Financial Officer

                
	 	 
	 	 
	 	 
	 	
                  Newbridge
                    Securities Corporation

                
	 	 
	 	
                  By:____________________________      

                
	 	
                  Name: Guy
                    S. Amico

                
	 	
                  Title: President

                
	 	 
	 	 


        

         

         

         

        
 

        
 

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