EXHIBIT 10.44
AMENDMENT NUMBER 1
TO
SECURITIES PURCHASE AGREEMENT
THIS AMENDMENT
AGREEMENT (the "Amendment") is entered into as of October
18, 2005, between STARTECH ENVIRONMENTAL
CORPORATION, a corporation organized
and existing under the laws of the State of
Colorado (the "Company"), and
CORNELL CAPITAL PARTNERS, LP, a Delaware
limited partnership (the "Investor").
WHEREAS, on
September 15, 2005, the Company and the Investor entered into a
series of financing agreements (the
"Transaction Documents"), including without
limitation that certain Securities Purchase
Agreement (the "Agreement"),
pursuant to which, among other things, the
Investor agreed to advance the
Company an aggregate principal amount of
Two Million Three Hundred Thousand
Dollars ($2,300,000) of convertible
debentures; and
WHEREAS, the
parties hereto desire to amend the Agreement.
NOW, THEREFORE,
in consideration of the premises and the mutual covenants
and agreements herein contained, the
parties do hereby agree, subject to the
terms and conditions hereinafter set forth,
as follows:
I. Amendments.
A. The foregoing recitals are
hereby incorporated herein by reference and
acknowledged as true and correct by the
parties hereto.
B. Section 4(k).
Section 4(k) of the Agreement is deleted in its entirety
and the following language shall replace
Section 4(k) of the Agreement:
Restriction on
Issuance of the Capital Stock. So long as any Convertible
Debentures are outstanding, except for the
capital stock to be issued pursuant
to the Amended and Restated Standby Equity
Distribution Agreement dated the date
hereof, the Company shall not, without the
prior written consent of the
Buyer(s), which consent shall not be
unreasonably withheld, (i) issue or sell
shares of Common Stock or Preferred Stock
with or without consideration, (ii)
issue any warrant, option, right, contract,
call, or other security instrument
granting the holder thereof, the right to
acquire Common Stock with or without
consideration, (iii) enter into any
security instrument granting the holder a
security interest in any and all assets of
the Company, or (iv) file any
registratio
