sc13dza

0000950123-06-003351.txt : 20060317 0000950123-06-003351.hdr.sgml : 20060317 20060317162118 ACCESSION NUMBER: 0000950123-06-003351 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060317 DATE AS OF CHANGE: 20060317 GROUP MEMBERS: ASTOR FUND LLC GROUP MEMBERS: JOHN P BURKE GROUP MEMBERS: NORTHSHORE ASSET MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STARTECH ENVIRONMENTAL CORP CENTRAL INDEX KEY: 0000875762 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 841286576 STATE OF INCORPORATION: CO FISCAL YEAR END: 1004 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59065 FILM NUMBER: 06696216 BUSINESS ADDRESS: STREET 1: 15 OLD DANBURY ROAD STREET 2: SUITE 203 CITY: WILTON STATE: CT ZIP: 06897-2525 BUSINESS PHONE: 202-762-2499 MAIL ADDRESS: STREET 1: 79 OLD RIDGEFIELD RD CITY: WILTON STATE: CT ZIP: 06897 FORMER COMPANY: FORMER CONFORMED NAME: KAPALUA ACQUISITIONS INC DATE OF NAME CHANGE: 19941223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Steinberg Arthur Jay CENTRAL INDEX KEY: 0001344169 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 212-836-8564 MAIL ADDRESS: STREET 1: KAYE SCHOLER LLP STREET 2: 425 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 y18757sc13dza.htm AMENDMENT NO. 7 TO SCHEDULE 13D sc13dza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7 )*

STARTECH ENVIRONMENTAL CORPORATION

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

855906103

(CUSIP Number)

Arthur J. Steinberg, Esq.,
not individually but solely in his capacity as Receiver
of Northshore Asset Management, LLC and Related Entities
c/o Kaye Scholer LLP
425 Park Avenue
New York, NY 10022
(212) 836-8564

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 2, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		855906103		Page		2		of		12


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 (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	OO - Investment Funds

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

	þ

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			3,939,135 (1)

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			3,939,135 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	3,939,135

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

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

	20.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO (Limited Liability Company)


(1)		See Item 5 herein.

Page 2 of 12


CUSIP No.		855906103		Page		3		of		12


1	NAMES OF REPORTING PERSONS: Astor Fund, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	OO

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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			3,558,347 (2)

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		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 (SEE INSTRUCTIONS):

	o

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

	19.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO (Limited Liability Company)


(2)		See Item 5 herein.

Page 3 of 12


CUSIP No.		855906103		Page		4		of		12


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 (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	OO

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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	U.S.A.

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			3,939,135 (3)

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			4,939,135 (3)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	4,939,135

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

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

	26.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO (Receiver)


(3)		See Item 5 herein.

Page 4 of 12


CUSIP No.		855906103		Page		5		of		12


1	NAMES OF REPORTING PERSONS: Connecticut Banking Commissioner John P. Burke, not individually but solely in his capacity as Receiver of Circle Trust Company

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	OO

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

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	U.S.A.

		7	SOLE VOTING POWER:

NUMBER OF			1,000,000 (4)

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			4,939,135

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	4,939,135

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

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

	26.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO (Receiver)


(4)		See Item 5 herein.

Page 5 of 12

Item 1. Security and Issuer

This Amendment No. 7 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. 7 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 and Amendment No. 6 filed with the Commission on July 28, 2004, September 8, 2004, April 8, 2005, October 5, 2005, January 5, 2006 and February 2, 2006, 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 15 Old Danbury Road, Suite 203, 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 of the United States District Court for the Southern District of New York (the “District Court”), dated February 16, 2005, in connection with the Commission v. Northshore, SCM, Ardent Domestic, Ardent Offshore, Kevin Kelley, Robert Wildeman, and Glenn Sherman (the “Order”). Pursuant to an oral order entered on February 25, 2005, the District Court named Mr. Arthur J. Steinberg the permanent receiver (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. 7 solely in his capacity as Receiver of Northshore 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 and this Amendment No. 7 to the Schedule 13D regarding the shares of Common Stock beneficially owned by the Northshore Receiver, Astor Fund, LLC (“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 and the Connecticut Banking Commissioner John P. Burke, not individually but solely in his capacity as Receiver of Circle Trust Company (the “Circle Receiver”), expressly disclaim knowledge as to the completeness and the accuracy of the information contained in the Schedule 13D (including any amendment thereto). 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 beneficial owner of any securities covered by the Schedule 13D, as amended. The Circle Receiver specifically disclaims any knowledge as to matters not specifically pertaining to the Circle Receiver contained herein. “Reporting Persons” means, as of the date of this Amendment No. 7, the Northshore Receiver, the Circle 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. 7, 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.

Page 6 of 12

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended by adding the following to the end thereof:

“The Co-Sale Agreement, dated as of January 4, 2006, between the Northshore Receiver and the Circle Receiver, as amended by Amendment No. 1 to the Co-Sale Agreement, dated as of January 31, 2006, terminated on March 2, 2006. 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 (the “Agreement”). A copy of a letter, dated March 15, 2006, from counsel to the Circle Receiver to the Northshore Receiver reflecting the Agreement is attached to this Schedule 13D as Exhibit 2 and is incorporated herein in its entirety by this reference. As a result of the entry into the Agreement, the Northshore Receiver and the Circle Receiver may continue to be deemed to be a group under Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended, and consequently may be deemed to share beneficial ownership of 4,939,135 shares of Common Stock.

The Northshore Receiver and the Circle Receiver entered into the Agreement in the context of a disagreement between them concerning the rightful ownership of 1,000,000 shares of Common Stock that may be deemed to be beneficially owned by the Circle Receiver. The Northshore Receiver and the Circle Receiver each believe that they have certain claims, rights and remedies with respect to such 1,000,000 shares of Common Stock. Notwithstanding anything to the contrary contained herein or in the Agreement, neither the Northshore Receiver nor the Circle Receiver waives any such claims, rights and remedies and each reserves the right to exercise the same.

Subject to the Agreement, the Northshore Receiver engages from time to time in negotiations with third parties relating to the sale of some or all of the shares of Common Stock that the Northshore Receiver holds (including those that may be deemed to be beneficially owned by the Circle Receiver) and may continue to do so in the future and may dispose of the shares of Common Stock that may be deemed to be beneficially owned thereby at prices deemed favorable in the open market, in privately negotiated transactions or otherwise, in each case, in accordance with applicable law.

Except to the extent that the matters discussed in this Schedule 13D 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.”

Page 7 of 12

]

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended by adding the following to the end thereof:

“The following information is current as of the date of Amendment No. 7 to this Schedule 13D.

a. All percentage of outstanding shares of Common Stock figures set forth herein are based on 18,773,367 shares of Common Stock outstanding as of February 10, 2006, according to the Issuer’s Amendment No. 1 to Annual Report on Form 10-K filed on February 28, 2006.

Northshore may be deemed to beneficially own 3,939,135 shares of Common Stock, which constitute approximately 20.8% 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) 380,788 shares of Common Stock (including 132,744 shares of Common Stock issuable upon the exercise of warrants) held by Ardent Domestic and Ardent Offshore, investment funds that are managed by SCM, which is owned by Northshore.

Astor may be deemed to beneficially own 3,558,347 shares of Common Stock held for its account by Northshore, which constitute approximately 19.0% of the outstanding shares of Common Stock.

Based on the powers and authority granted to the Northshore Receiver by orders of the District Court, the Northshore Receiver may be deemed to beneficially own 4,939,135 shares of Common Stock, which constitute approximately 26.1% 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, (ii) 380,788 shares of Common Stock (including 132,744 shares of Common Stock issuable upon the exercise of warrants) held by Ardent Domestic and Ardent Offshore, investment funds that are managed by SCM, which is owned by Northshore and (iii) by virtue of the Agreement discussed in Item 4, 1,000,000 shares of Common Stock that may be deemed to be beneficially owned by the Circle Receiver.

Based on the powers and authority granted to the Circle Receiver by order of the Connecticut Court, the Circle Receiver may be deemed to beneficially own 4,939,135 shares of Common Stock which constitute approximately 26.1% of the outstanding shares of Common Stock. due to the following: (i) 1,000,000 shares of Common Stock that may be deemed to be beneficially owned by the Circle Receiver and (ii) by virtue of the Agreement discussed in Item 4, 3,939,135 shares of Common Stock that may be deemed to be beneficially owned by the Northshore Receiver.

See Items 2 and 4.

b. Northshore may be deemed to have shared power to direct the voting and disposition of an aggregate of 3,939,135 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 disposition of 3,558,347 shares of Common Stock held by Northshore for the account of Astor and (ii) Northshore may be deemed to have

Page 8 of 12

shared power with Ardent Domestic and Ardent Offshore, as applicable, and the Northshore Receiver to direct the voting and disposition of 380,788 shares of Common Stock (including 132,744 shares of Common Stock issuable upon the exercise of warrants) held by Ardent Domestic and Ardent Offshore. In addition, by virtue of the Agreement discussed in Item 4, Northshore may be deemed to have shared power with the Circle Receiver to direct the disposition (but not the voting) of 3,939,135 shares of Common Stock.

Astor may be deemed to have shared power with Northshore and the Northshore Receiver to direct the voting and disposition of 3,558,347 shares of Common Stock held for its account by Northshore. In addition, by virtue of the Agreement discussed in Item 4, Astor may be deemed to have shared power with the Circle Receiver to direct the disposition (but not the voting) of such 3,558,347 shares of Common Stock.

The Northshore Receiver may be deemed to have shared power to direct the voting and disposition of 3,939,135 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 disposition of the shares of Common Stock beneficially owned by them, respectively. In addition, by virtue of the Agreement discussed in Item 4, the Northshore Receiver may be deemed to have shared power with the Circle Receiver to direct the disposition (but not the voting) of 4,939,135 shares of Common Stock, including 1,000,000 shares of Common Stock of which the Circle Receiver may be deemed to have beneficial ownership.

The Circle Receiver may be deemed to have sole power to direct the voting of 1,000,000 shares of Common Stock that may be deemed to be beneficially owned by the Circle Receiver. The Circle Receiver may be deemed to have shared power to direct the disposition of 4,939,135 shares of Common Stock as follows: by virtue of the Agreement discussed in Item 4, (i) the Circle Receiver may be deemed to have shared power with the Northshore Receiver to direct the disposition of 1,000,000 shares of Common Stock that may be deemed to be beneficially owned by the Circle Receiver and (ii) the Circle Receiver may be deemed to have shared power to direct the disposition of 3,939,135 shares of Common Stock beneficially owned in the aggregate by the Northshore Receiver (3,939,135 shares), Northshore (3,939,135 shares), Astor (3,558,347 shares), Ardent Domestic and Ardent Offshore (collectively 380,788 shares (including 132,744 shares of Common Stock issuable on exercise of warrants), and those entities may be deemed to have shared power with the Circle Receiver to direct the disposition of such shares of Common Stock beneficially owned by them, respectively.

See Item 2.

c. See Item 4.

d. NSCT claims the right to the proceeds from the sale of 1,000,000 shares of Common Stock, which claim the Circle Receiver disputes.

e. Not applicable.”

Page 9 of 12

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended by adding the following to the end thereof:

“See Item 4.”

Item 7. Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is amended by adding the following to the end thereof:

“The following additional documents are filed as exhibits to this Schedule 13D:

	1.		Joint Filing Agreement

	2.		Letter from Howard Siegel, counsel to the Circle Receiver, to the Northshore Receiver dated as of March 15, 2006”

Page 10 of 12

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


March 17, 2006
		/s/ Arthur J. Steinberg

		ARTHUR J. STEINBERG, not individually but solely in his capacity as Receiver of Northshore Asset Management, LLC and related entities

		/s/ John P. Burke

		CONNECTICUT BANKING COMMISSIONER JOHN P. BURKE, not individually but solely in his capacity as Receiver of Circle Trust Company

Page 11 of 12

Exhibits

	1.		Joint Filing Agreement

	2.		Letter from Howard Siegel, counsel to the Circle Receiver, to the Northshore Receiver dated as of March 15, 2006

Page 12 of 12

EX-99.1 2 y18757exv99w1.htm EX-99.1: JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D (or any amendment thereof) need be filed on their behalf with respect to the beneficial ownership of any equity securities of Startech Environmental Corporation or any subsequent acquisitions or dispositions of equity securities of Startech Environmental Corporation by any of the undersigned.


Dated: March 17, 2006
		/s/ Arthur J. Steinberg

		ARTHUR J. STEINBERG, not individually but solely in his capacity as Receiver of Northshore Asset Management, LLC and related entities

		/s/ John P. Burke

		CONNECTICUT BANKING COMMISSIONER JOHN P. BURKE, not individually but solely in his capacity as Receiver of Circle Trust Company

EX-99.2 3 y18757exv99w2.htm EX-99.2: LETTER exv99w2

Exhibit 2

March 15, 2006

VIA E-MAIL

Arthur Steinberg, Esq.
Receiver of Northshore Asset Management, LLC
c/o Kaye Scholer LLP
425 Park Avenue
New York, NY 10022

Re: Startech Environmental Corporation (“Startech”)

Dear Mr. Steinberg:

Reference is made to those 1,000,000 shares of Common Stock of Startech (the “CTC Startech Shares”) currently held by Connecticut Banking Commissioner John P. Burke in his capacity as Receiver of Circle Trust Company (the “CTC Receiver”). As you are aware, this firm represents the CTC Receiver, and this letter is written on behalf of and with the authorization of the CTC Receiver.

This letter will confirm the understanding reached effective as of March 3, 2006 that the CTC Receiver will not sell or enter into any agreement for the sale of the CTC Startech shares at any time up to and including March 31, 2006 without your express written consent. You have correspondingly agreed that you will not sell or enter into any agreement for the sale of any shares of Startech Common Stock that you currently hold at any time up to and including March 31, 2006 without the express written consent of the CTC Receiver. The parties may, however, take current actions to explore the potential for a sale of shares of Startech Common Stock subsequent to March 31, 2006.

Finally, it is acknowledged that any agreements represented by this letter are made without prejudice to and with full reservation of all otherwise applicable rights and remedies of the CTC Receiver and all of your otherwise applicable rights and remedies with respect to the CTC Startech Shares and any disputes between the parties concerning the beneficial ownership of said CTC Startech Shares.


	Very truly yours, BROWN RUDNICK BERLACK ISRAELS LLP

	By:	/s/ Howard L. Siegel
		Howard L. Siegel