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Joint Development Agreement

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EXHIBIT 10(w)


JOINT DEVELOPMENT AGREEMENT


BY AND BETWEEN


VITECH ENTERPRISES, INC.


AND


STARTECH ENVIRONMENTAL CORP.


This JOINT DEVELOPMENT AGREEMENT (this "Agreement") is made as of December ____, 2001 by and between VITECH ENTERPRISES, INC., a North Carolina corporation ("ViTech") and STARTECH ENVIRONMENTAL CORP., a Colorado corporation ("Startech").


RECITALS:


A. ViTech desires to issue and sell to Startech, and Startech desires to purchase from ViTech, 1,750,000 shares of common stock, no par value per share (the "Common Shares"), for the consideration hereinafter set forth.


B. Startech desires to sell to ViTech, and ViTech desires to purchase from Startech a 10 Ton Startech Plasma Converter(TM)System (the "Plasma System")..


C. ViTech and Startech have agreed to co-operate in the installation, development and commercialization of the Plasma System in Chesterfield, South Carolina based on their respective expertise, business relationships and technologies.


D. ViTech and Startech have agreed to enter into this Agreement for the purpose of recording the terms and conditions regulating their relationship with each other.


NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties to this Agreement hereby mutually agree as follows:


ARTICLE 1


BUSINESS SCOPE AND OBJECTIVES


1.1 The primary objective of the Agreement is to govern the purchase, installation, development, testing, commercialization and licensing of the Plasma System in South Carolina and to achieve the other objectives set out in this Agreement. The focus of the Business will be the use of the Plasma System for the destruction of Pharmaceutical Products as more fully set forth in that document entitled "Business Plan" and attached hereto and made a part hereof.


1.2 The central management and control of ViTech shall be vested in the Directors and such Persons as they may delegate the exercise of their powers.


ARTICLE 2


REPRESENTATIONS AND WARRANTIES


2.1 Representations and Warranties of ViTech: ViTech hereby represents and warrants to Startech as follows, as of the Closing Date:


2.1.1 Organization: ViTech is an corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina, and has all the requisite corporate power and authority to own and lease its properties, to carry on its business as presently conducted and as proposed to be conducted and to carry out the transactions contemplated hereby.


2.1.2 Authorization: The execution, delivery and performance by ViTech of this Agreement, including the issuance of the Common Shares, have been duly authorized by all requisite corporate actions; this Agreement has been duly executed and delivered by ViTech and is the valid and binding obligation of ViTech, enforceable against it in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors' rights generally, and except as enforcement of rights to indemnity and contribution hereunder may be limited by United States federal or state securities laws or principles of public policy. The Common Shares, when issued as contemplated hereby, will be validly issued and outstanding, fully paid and non-assessable.


2.1.3 No Conflicts: The execution, delivery and performance by ViTech of this Agreement, the issuance, sale and delivery of the Common Shares, and compliance with the provisions hereof by ViTech, will not:


(i) violate any provision of applicable law, statute, rule
or regulation applicable to ViTech or any ruling, writ, injunction,
order, judgment or decree of any court, arbitrator, administrative
agency or other governmental body applicable to ViTech or any of its
properties or assets;


(ii) conflict with or result in any breach of any of the
terms, conditions or provisions of, or constitute (with notice or
lapse of time or both) a default (or give rise to any right of
termination, cancellation or acceleration) under the charter or
organizational documents of ViTech or any material contract to which
ViTech is a party, except where such violation, conflict or breach
would not, individually or in the aggregate, have a material adverse
effect on ViTech; or


(iii) result in the creation of any Encumbrance upon any of
the properties or assets of ViTech.


2.1.4 Approvals: No permit, authorization, consent or approval of or by, or any notification of or filing with, any Person is required in connection with the execution, delivery or performance of this Agreement by ViTech. ViTech has full authority to conduct its business as contemplated in the Business Plan.


2.1.5 Disclosure: This Agreement does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained herein not misleading. ViTech is not aware of any material contingency, event or circumstance relating to its business or prospects, which could have a material adverse effect thereon, in order for the disclosure herein relating to ViTech not to be misleading in any material respect.


2.2 Representations and Warranties of Startech: Startech hereby represents and warrants to ViTech as follows:


2.2.1 Organization: Startech is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado, and has all the requisite corporate power and authority to own and lease its properties, to carry on its business as presently conducted and as proposed to be conducted and to carry out the transactions contemplated hereby.


2.2.2 Authorization: The execution, delivery and performance by Startech of this Agreement have been duly authorized by all requisite corporate actions; this Agreement has been duly executed and delivered by Startech and is the valid and binding obligation of Startech, enforceable against it in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors' rights generally, and except as enforcement of rights to indemnity and contribution hereunder may be limited by United States federal or state securities laws or principles of public policy.


2.2.3 No Conflicts: The execution, delivery and performance by Startech of this Agreement, the purchase of the Common Shares, and compliance with the provisions hereof by Startech will not:


(i) violate any provision of applicable law, statute, rule
or regulation applicable to Startech or any ruling, writ, injunction,
order, judgment or decree of any court, arbitrator, administrative
agency or other governmental body applicable to Startech or any of its
properties or assets;


(ii) conflict with or result in any breach of any of the
terms, conditions or provisions of, or constitute (with notice or
lapse of time or both) a default (or give rise to any right of
termination, cancellation or acceleration) under the charter or
organizational documents of Startech or any material contract to which
Startech is a party, except where such violation, conflict or breach
would not, individually or in the aggregate, have a material adverse
effect on Startech; or


(iii) result in the creation of any Encumbrance upon any of
the properties or assets of Startech.


2.2.4 Approvals: No permit, authorization, consent or approval of or by, or any notification of or filing with, any Person is required in connection with the execution, delivery or performance of this Agreement by Startech.


2.2.5 Investment Representations: Startech is sophisticated in transactions of this type and capable of evaluating the merits and risks of its investment in ViTech. Startech has not been formed solely for the purpose of making this investment and Startech is acquiring the Common Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution of any part thereof. Startech understands that the Common Shares have not been registered under the Securities Act or applicable state and foreign securities laws by reason of a specific exemption from the registration provisions of the Securities Act and applicable state and foreign securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Startech's representations as expressed herein. Startech understands that no public market now exists for the Common Shares and that there is no assurance that a public market will ever exist for such Common Shares.


ARTICLE 3


AUTHORIZATION AND OBLIGATIONS AT CLOSING


3.1 ViTEch has authorized the issuance to Startech of 1,750,000 Common Shares issuable as provided in Article 3.3 hereof. These shares shall be equal to 25% of the issued and outstanding shares of ViTech on the Closing Date.


3.2 Startech hereby subscribes for the number of Common Shares set forth
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