Unassociated Document

1	NAMES OF REPORTING PERSONS: Northshore Asset Management, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [ ]

3	SEC USE ONLY

4	SOURCE OF FUNDS * OO - Investment Funds

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [X]

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0

		8	SHARED VOTING POWER 3,806,391 (1)

		9	SOLE DISPOSITIVE POWER 0

		10	SHARED DISPOSITIVE POWER 3,806,391 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,806,391

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.0%

14	TYPE OF REPORTING PERSON * OO (Limited Liability Company)
(1) See Item 5 herein.

1	NAMES OF REPORTING PERSONS: Astor Fund, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [ ]

3	SEC USE ONLY

4	SOURCE OF FUNDS * OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0

		8	SHARED VOTING POWER 3,558,347 (2)

		9	SOLE DISPOSITIVE POWER 0

		10	SHARED DISPOSITIVE POWER 3,558,347 (2)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,558,347

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.0%

14	TYPE OF REPORTING PERSON * PN
(2) See Item 5 herein.

1	NAMES OF REPORTING PERSONS: Arthur J. Steinberg, not individually but solely in his capacity as Receiver of Northshore Asset Management, LLC and Related Entities I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X] (b) [ ]

3	SEC USE ONLY

4	SOURCE OF FUNDS * OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0

		8	SHARED VOTING POWER 3,806,391 (3)

		9	SOLE DISPOSITIVE POWER 0

		10	SHARED DISPOSITIVE POWER 3,806,391 (3)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,806,391

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.0%

14	TYPE OF REPORTING PERSON * OO (Receiver)
(3) See Item 5 herein.
* SEE INSTRUCTIONS

This Amendment No. 17 to Schedule 13D relates to shares of common stock, no par value (the “Common Stock”), of Startech Environmental Corporation, a Colorado corporation (the “Issuer”). This Amendment No. 17 amends the initial statement on Schedule 13D, filed with the Securities and Exchange Commission (the “Commission”) on July 28, 2003, as previously amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15 and Amendment No. 16 filed with the Commission on July 28, 2004, September 8, 2004, April 8, 2005, October 5, 2005, January 5, 2006, February 2, 2006, March 17, 2006, April 6, 2006, April 28, 2006, May 31, 2006, July 10, 2006, October 10, 2007, November 13, 2008, April 16, 2009, July 20, 2009 and September 8, 2009, respectively (the Schedule 13D as previously amended is herein referred to as the “Schedule 13D”). The address of the principal executive offices of the Issuer is 88 Danbury Road, Suite 2A, Wilton, CT 06897.

On February 16, 2005, Mr. Arthur J. Steinberg was appointed temporary receiver of Northshore Asset Management, LLC (“Northshore”), Saldutti Capital Management, L.P. (“SCM”), Ardent Research Partners, L.P. (“Ardent Domestic”) and Ardent Research Partners, Ltd. (“Ardent Offshore”) pursuant to an order (the “Order”) of the United States District Court for the Southern District of New York (the “District Court”), dated February 16, 2005, in connection with the case captioned Securities and Exchange Commission v. Northshore Asset Management, LLC, et al. , Civil Action No. 05-CV-2192 (RO) (the “Action”). Pursuant to an oral order entered on February 25, 2005, the District Court named Mr. Arthur J. Steinberg the permanent receiver. Mr. Steinberg, not individually but solely in his capacity as the receiver of Northshore and related entities, is referred to herein as the “Northshore Receiver.” Pursuant to a written order entered on September 9, 2005, the District Court converted the temporary restraining order in the Order into a preliminary injunction. The Northshore Receiver has filed the Schedule 13D and this Amendment No. 17 solely in his capacity as the Northshore Receiver and related entities and not in his individual capacity.

The information contained in Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16 and this Amendment No. 17 to the Schedule 13D regarding the shares of Common Stock that may be beneficially owned by the Northshore Receiver, Astor Fund, L.P. (“Astor”), Northshore and related entities is primarily based upon a review of certain brokerage account statements and account information delivered prior to the date hereof to the Northshore Receiver by certain brokers for Northshore and related entities.

The Northshore Receiver expressly disclaims knowledge as to the completeness and the accuracy of the information contained in the Schedule 13D (and this Amendment No. 17). Each reference in the Schedule 13D and this Amendment No. 17 to the Circle Receiver prior to October 1, 2006 refers to John P. Burke, Connecticut Banking Commissioner, acting as the receiver of Circle Trust Company (“Circle Trust”), and each reference to the Circle Receiver on and after October 1, 2006 refers to Howard F. Pitkin, Connecticut Banking Commissioner, acting in such capacity. The filing of the Schedule 13D (or any amendment thereto) shall not be construed as an admission that any Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the beneficial owner of any securities covered by the Schedule 13D, as amended. “Reporting Persons” means, as of the date of this Amendment No. 17, the Northshore Receiver, Northshore and Astor. The Northshore Receiver is in the process of confirming and verifying the facts and circumstances stated in the Schedule 13D and this Amendment No. 17, and therefore, all statements made therein and herein are made based upon the Northshore Receiver’s current information and belief and subject to confirmation, correction, change and future amendment.

“On July 18, 2003, Northshore and the Issuer entered into a Stock Purchase and Registration Rights Agreement (the “Stock Purchase Agreement”), pursuant to which, among other things, Northshore purchased 2,133,333 shares of Common Stock from the Issuer in consideration for $1.6 million in cash. A copy of the Stock Purchase Agreement was attached as Exhibit 1 to the Schedule 13D filed on July 28, 2003.

On July 22, 2003, Northshore and the Issuer entered into another Stock Purchase Agreement (the “Second Stock Purchase Agreement,” and as amended and together with the Stock Purchase Agreement, the “Stock Purchase Agreements”), pursuant to which, among other things, the Issuer agreed (i) to sell to Northshore 1,866,667 shares of Common Stock for $1.4 million on or about July 23, 2003, (ii) to sell to Northshore 1,333,333 shares of Common Stock (the “Second Tranche”) for $1.0 million on or about July 25, 2003, and (iii) to sell up to an additional $1.0 million of Common Stock (the “Third Tranche”) to Northshore, at the sole option of Northshore, on or about August 15, 2003, at a price per share equal to a 25% discount from the average closing price of the Common Stock during the 30 consecutive trading days prior to the date of the closing of such sale. A copy of the Second Stock Purchase Agreement was attached as Exhibit 2 to the Schedule 13D filed on July 28, 2003.

On July 30, 2003, Northshore and the Issuer entered into an amendment to the Second Stock Purchase Agreement (the “Stock Purchase Amendment”), pursuant to which, among other things, the Issuer agreed to (i) amend the number of shares of Common Stock in the Second Tranche to be equal to $1,000,000.00 divided by the average closing price per share of Common Stock for the 30 consecutive trading days prior to the date of the closing of the purchase of the Second Tranche less a 25% discount, (ii) delay the closing of the sale of the Second Tranche until on or before October 15, 2003, (iii) amend the number of shares of Common Stock in the Third Tranche to be a number of shares of Common Stock equal to a quotient, the numerator of which is an amount up to $1,000,000, and the denominator of which is an amount equal to the average closing price of the Common Stock for the 30 consecutive trading days immediately preceding the date of the closing of the purchase of the Third Tranche less a 25% discount and (iv) delay the closing of the sale of the Third Tranche until on or before December 15, 2003. A copy of the Stock Purchase Amendment was attached as Exhibit 3 to Amendment No. 12 to the Schedule 13D filed on October 10, 2007.

The Stock Purchase Agreements grant the holders of the Common Stock purchased thereunder demand registration rights with respect to such shares of Common Stock, subject to the limitations contained therein. In addition, the holders of the Common Stock were also granted piggyback registration rights, subject to the limitations contained in the Stock Purchase Agreements.

Pursuant to the terms of the Stock Purchase Agreement, prior to the closing thereunder, each of Joseph S. Klimek, Kevin M. Black, Brendan J. Kennedy, Richard M. Messina, John E. Joyner and Thomas Atkins submitted his resignation from the Board of Directors of the Issuer. At such closing, or as soon as practicable thereafter under applicable laws, Joseph F. Longo, as the sole remaining member of the Issuer’s Board of Directors, agreed to appoint each of Peter H. Shipman, Henry G. Ciocca, Kenneth J. Slepicka and Douglas R. Ballew to fill the vacancies created on the Issuer’s Board of Directors, to serve until their respective successors are duly elected and qualified or their respective earlier resignation or removal.

The summary of the Stock Purchase Agreements and the Stock Purchase Amendment contained in the Schedule 13D and this Amendment No. 17 does not purport to be complete, and is subject to, and is qualified in its entirety by reference to, such Stock Purchase Agreements and the Stock Purchase Amendment, which are exhibits hereto and hereby incorporated herein in their entirety by this reference.

On August 27, 2004, Northshore contributed 1,000,000 shares of Common Stock that Northshore held for the benefit of NSCT, LLC (an affiliate of Northshore) to the capital of Circle Trust (the “Subject Securities”). NSCT, LLC beneficially owns approximately 94% of the equity of Circle Trust. The Common Stock was contributed to Circle Trust for the purpose of meeting capital requirements applicable to Circle Trust. Circle Trust is a Connecticut state-chartered limited purpose trust company.

Pursuant to the Order and subsequent orders of the District Court, Arthur Steinberg, Esq. was appointed to act as the receiver for Northshore, SCM, Ardent Domestic and Ardent Offshore (and certain other affiliated entities). The Northshore Receiver’s appointment was made to (1) preserve the status quo, (2) ascertain the financial condition of Northshore, SCM, Ardent Domestic and Ardent Offshore, and the disposition of investor funds, (3) prevent further dissipation of Northshore’s, SCM’s, Ardent Domestic’s and Ardent Offshore’s property and assets, to prevent loss, damage, and injury to investors, (4) preserve Northshore’s, SCM’s, Ardent Domestic’s and Ardent Offshore’s books, records and documents, and (5) be available to respond to investor inquiries.

To effectuate the foregoing, the Northshore Receiver was empowered under the Order to, among other things, take and retain immediate possession and control of all of Northshore’s, SCM’s, Ardent Domestic’s and Ardent Offshore’s (and their respective subsidiaries’ and affiliates’) assets and property, and all books, records, and documents of Northshore, SCM, Ardent Domestic and Ardent Offshore (and their respective subsidiaries and affiliates), and all of Northshore’s, SCM’s, Ardent Domestic’s and Ardent Offshore’s (and their respective subsidiaries’ and affiliates’) rights and powers with respect thereto. A copy of the Order was attached as Exhibit A to Amendment No. 3 to the Schedule 13D filed on April 8, 2005. The summary of the Order contained in the Schedule 13D and this Amendment No. 17 does not purport to be complete, and is subject to, and is qualified in its entirety by reference to, the Order and is hereby incorporated herein in its entirety by this reference.

On September 30, 2005, pursuant to the provisions of Chapter 664c of the Connecticut General Statutes, the Superior Court for the Judicial District of Hartford, Connecticut (the “Connecticut Court”) appointed the Connecticut Banking Commissioner, John P. Burke, as receiver of Circle Trust. On October 1, 2006, Howard F. Pitkin was appointed as successor to John P. Burke to serve as the Connecticut Banking Commissioner and the Circle Receiver.

On January 4, 2006, the Northshore Receiver and the Circle Receiver entered into a Co-Sale Agreement pursuant to which they reached certain agreements with respect to the disposition of the Subject Securities (the “Co-Sale Agreement”). As a result of the entry into the Co-Sale Agreement, Amendment No. 1 to the Co-Sale Agreement, the Letter Agreement, the Second Co-Sale Agreement, Amendment No. 1 to the Second Co-Sale Agreement and the Settlement Agreement (each as defined below), the Northshore Receiver and the Circle Receiver may have been deemed to be a “group” under Rule 13d-5 promulgated under the Exchange Act, and as a result may have been deemed to share beneficial ownership of certain 4,806,391 shares of Common Stock.

The Northshore Receiver and the Circle Receiver entered into the Co-Sale Agreement (as well as Amendment No. 1 to the Co-Sale Agreement, the Letter Agreement, the Second Co-Sale Agreement, Amendment No. 1 to the Second Co-Sale Agreement and the Settlement Agreement (each as defined below)) in the context of a disagreement between them concerning the rightful ownership of the Subject Securities.

Effective as of March 3, 2006, each of the Northshore Receiver and the Circle Receiver agreed not to sell or enter into any agreement for the sale of the shares of Common Stock that may be deemed to be beneficially owned by them without the written consent of the other through and including March 31, 2006 as reflected in a certain letter agreement (the “Letter Agreement”).

The Letter Agreement terminated on March 31, 2006. Effective as of March 31, 2006, the Northshore Receiver and the Circle Receiver entered into the Second Co-Sale Agreement pursuant to which they reached certain agreements with respect to the disposition of certain shares of Common Stock that may be deemed to be beneficially owned by them (the “Second Co-Sale Agreement”). Effective as of April 28, 2006, the Northshore Receiver and the Circle Receiver entered into Amendment No. 1 to the Second Co-Sale Agreement pursuant to which they extended the term of the Second Co-Sale Agreement (“Amendment No. 1 to the Second Co-Sale Agreement”). The Second Co-Sale Agreement, as amended, remained in effect until the Settlement Agreement became effective.

On May 25, 2006, the Northshore Receiver and the Circle Receiver entered into a Settlement Agreement pursuant to which they reached certain agreements with respect to the disposition, sharing of the proceeds upon disposition and the voting in certain circumstances of the Subject Securities and certain other matters pertaining to the disposition of the shares of Common Stock that may be beneficially owned by them (the “Settlement Agreement”). The effectiveness of the Settlement Agreement was subject to the receipt by the Northshore Receiver of an order of the District Court approving the Settlement Agreement (the “US Order”) and the receipt by the Circle Receiver of an order of the Connecticut Court approving the Settlement Agreement (the “Connecticut Order”).

On April 8, 2009, the Northshore Receiver and the Circle Receiver entered into an Amended and Restated Settlement Agreement (the “Amended and Restated Settlement Agreement”), a copy of which was filed as Exhibit 2 to Amendment No. 14 to the Schedule 13D filed with the Commission on April 16, 2009, which agreement was approved by an order of the District Court entered on April 6, 2009. The Amended and Restated Settlement Agreement amended and restated the Settlement Agreement and, pursuant to the Amended and Restated Settlement Agreement, the Northshore Receiver no longer has investment or voting power over the Subject Securities; however, the Amended and Restated Settlement Agreement continues the economic arrangements of the Settlement Agreement with regard to the sharing of the proceeds upon disposition of the Subject Securities.

Pursuant to the Settlement Agreement, on and after June 30, 2007, the Circle Receiver may engage from time to time in negotiations with third parties relating to the sale of some or all of the Subject Securities and pursuant to the Amended and Restated Settlement Agreement, as of April 8, 2009, the Circle Receiver currently has sole investment and voting power over the Subject Securities and the Northshore Receiver does not have investment or voting power over the Subject Securities.

A copy of the Co-Sale Agreement was filed as Exhibit 2 to Amendment No. 5 to the Schedule 13D filed on January 5, 2006. A copy of Amendment No. 1 to the Co-Sale Agreement was filed as Exhibit 2 to Amendment No. 6 to the Schedule 13D filed on February 2, 2006. The Letter Agreement was filed as Exhibit 2 to Amendment No. 7 to the Schedule 13D filed on March 17, 2006. A copy of the Second Co-Sale Agreement was filed as Exhibit 2 to Amendment No. 8 to the Schedule 13D filed on April 6, 2006. A copy of Amendment No. 1 to the Second Co-Sale Agreement was filed as Exhibit 2 to Amendment No. 9 to the Schedule 13D filed on April 28, 2006. A copy of the Settlement Agreement was filed as Exhibit 2 to Amendment No. 10 to the Schedule 13D filed on May 31, 2006. The summary of the foregoing agreements or instruments (including the Amended and Restated Settlement Agreement) contained in the Schedule 13D and this Amendment No. 17 does not purport to be complete, and is subject to, and is qualified in its entirety by reference to, each such agreement or instrument and are hereby incorporated herein in their entirety by this reference.

In addition, on April 6, 2009, the District Court entered an order authorizing the Northshore Receiver to distribute 3,806,368 of the 3,806,391 shares of Common Stock of the Issuer that may be deemed to be beneficially owned by the Northshore Receiver and covered hereby (these shares exclude the Subject Securities) pursuant to the Northshore Receiver’s Equitable Plan of Distribution which was approved by order , dated July 31, 2006, of the District Court in the Action, as such plan may be amended from time to time, to certain partners, members, stockholders, investors, interest holders and/or creditors of Northshore, SCM, Astor, Ardent Domestic, and/or Ardent Offshore (the “Distribution”). If the Distribution is made, it will be made under the Registration Statement (as defined below), when the Registration Statement is effective under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the written prospectus forming a part of the Registration Statement meeting the requirements of Section 10 of the Securities Act may be obtained either from the Northshore Receiver or the Commission’s website at http://www.sec.gov. This Schedule 13D (including any amendments hereto) does not constitute an offer for the sale of any of the securities of the Issuer or a solicitation of any offer to buy any securities of the Issuer. The Northshore Receiver has decided to effectuate the Distribution and intends to do so as soon as reasonably practicable after the date hereof.

On July 6, 2009, LRL Investments Ltd. (“LRL”), Friendly LRL Holdings, LLC, an indirect subsidiary of LRL (“Parent”), and FLH Acquisition Corp., a wholly-owned subsidiary of Parent (“Purchaser”), filed a Schedule TO relating to the Purchaser’s tender offer to purchase all of the Common Stock of the Issuer (as amended from time to time, the “Tender Offer”).

On September 4, 2009, the Northshore Receiver tendered the 3,806,391 shares of Common Stock of the Issuer that may be deemed to be beneficially owned by the Northshore Receiver into the Tender Offer. On September 11, 2009, the Tender Offer was withdrawn. The Northshore Receiver has determined to effectuate the Distribution as described herein and is in the process of doing so.

As reported in Amendment No. 5 to the Schedule 13D, the Northshore Receiver discovered that Ardent Domestic held warrants (now expired) to purchase 132,744 shares of Common Stock (the “Warrant Shares”) pursuant to a warrant agreement, dated February 20, 2004 (the “Warrant Agreement”). A copy of the Warrant Agreement was attached to Amendment No. 5 to the Schedule 13D filed on January 5, 2006. Pursuant to the Warrant Agreement and a related Stock Purchase and Registration Rights Agreement, dated as of January 22, 2004 (the “Ardent Purchase Agreement”), between the Issuer and Ardent Domestic, the warrants were exercisable through February 20, 2008 at exercise prices ranging from $4.89 to $6.89 per share. The Ardent Purchase Agreement was attached as an Exhibit to Amendment No. 12 to the Schedule 13D filed with the Commission on October 10, 2007. The Ardent Purchase Agreement provides Ardent Domestic with piggyback registration rights with respect to the shares of Common Stock purchased under the Ardent Purchase Agreement, as well as with respect to the Warrant Shares. The warrants issued under the Warrant Agreement expired according to their terms on February 20, 2008. The summary of the Ardent Purchase Agreement and the Warrant Agreement contained in the Schedule 13D and this Amendment No. 17 does not purport to be complete, and is subject to, and is qualified in its entirety by reference to, the Ardent Purchase Agreement and the Warrant Agreement, which were filed as Exhibits to Amendment No. 12 and Amendment No. 5, respectively, of the Schedule 13D and are hereby incorporated herein in their entirety by this reference.

The Northshore Receiver engages from time to time in negotiations with third parties relating to the disposition of some or all of the shares of Common Stock that the Northshore Receiver holds and may continue to do so in the future (however, the Northshore Receiver has determined to effectuate the Distribution as described herein and intends to do so as soon as reasonably practicable after the date hereof.).

The Northshore Receiver, Northshore, Astor, Ardent Domestic, Ardent Offshore and related parties may from time to time or at any time dispose of some or all of the shares of Common Stock reported herein, in each case in compliance with applicable law; however, the Northshore Receiver has determined to effectuate the Distribution as described herein and intends to do so as soon as reasonably practicable after the date hereof. Pursuant to the Stock Purchase Agreements, a registration statement on Form S-1 (File No. 333-145903) (as amended and supplemented from time to time, the “Registration Statement”) was filed with the Commission by the Issuer with respect to, among other things, the resale of the shares of Common Stock purchased thereunder (including, without limitation, through the Distribution), and the Registration Statement also covers the other shares of Common Stock reported herein as well as the Subject Securities.

Except to the extent that the matters discussed in the Schedule 13D (and this Amendment No. 17 thereto) may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. The Reporting Persons reserve the right to change their intentions with respect to all matters referred to in this Item 4.”

Northshore may be deemed to beneficially own 3,806,391 shares of Common Stock, which constitute approximately 16.0% of the outstanding shares of Common Stock due to the following: (i) 3,558,347 shares of Common Stock held by Northshore for the account of Astor, and (ii) 120,772 and 127,272 shares of Common Stock held by Ardent Domestic and Ardent Offshore, respectively, investment funds that are managed by SCM, which is owned by Northshore. Northshore is also the general partner of Ardent Domestic.

Based on the powers and authority granted to the Northshore Receiver by the Order, other orders of the District Court and other matters, the Northshore Receiver may be deemed to beneficially own 3,806,391 shares of Common Stock, which constitute approximately 16.0% of the outstanding shares of Common Stock due to the following: (i) 3,558,347 shares of Common Stock held by Northshore for the account of Astor, and (ii) 120,772 and 127,272 shares of Common Stock held by Ardent Domestic and Ardent Offshore, respectively, investment funds that are managed by SCM, which is owned by Northshore (and Northshore is the general partner of Ardent Domestic).

b. Northshore may be deemed to have the shared power to direct the voting and investment of an aggregate of 3,806,391 shares of Common Stock as follows: (i) Northshore may be deemed to have shared power with Astor and the Northshore Receiver to direct the voting and investment of 3,558,347 shares of Common Stock held by Northshore for the account of Astor and (ii) Northshore may be deemed to have shared power with Ardent Domestic and Ardent Offshore, as applicable, and the Northshore Receiver to direct the voting and investment of 120,772 and 127,272 shares of Common Stock held by Ardent Domestic and Ardent Offshore, respectively.

The Northshore Receiver may be deemed to have shared power to direct the voting and investment of 3,806,391 shares of Common Stock beneficially owned in the aggregate by Northshore, Astor, Ardent Domestic and Ardent Offshore, and those entities may be deemed to have shared power with the Northshore Receiver to direct the voting and investment of the shares of Common Stock that may be deemed to be beneficially owned by them, respectively.

e. On October 1, 2006, John P. Burke retired as Connecticut Banking Commissioner and, accordingly, ceased to be the Circle Receiver, and was succeeded as the Connecticut Banking Commissioner and the Circle Receiver by Howard F. Pitkin. At the time of his retirement, Mr. Burke ceased to have shared power to direct the voting and investment of any shares of Common Stock and, accordingly, has ceased to be the beneficial owner of more than five percent of the Common Stock. Pursuant to the Amended and Restated Settlement Agreement, as of April 8, 2009, the Circle Receiver ceased to have shared power to direct the voting and investment of any shares of Common Stock beneficially owned by the Northshore Receiver and the Northshore Receiver (and its affiliates) ceased to have shared power to direct the voting and investment of any of the Subject Securities. Accordingly, as of April 8, 2009, the Circle Receiver ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer.”


October 6, 2009	By:	/s/ Arthur J. Steinberg
		ARTHUR J. STEINBERG, not individually but solely in his capacity as Receiver of Northshore Asset Management, LLC and related entities



Dated: October 6 , 2009	By:	/s/ Arthur J. Steinberg
		ARTHUR J. STEINBERG, not individually but solely in his capacity as Receiver of Northshore Asset Management, LLC and related entities