form13d.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TVNBZtHjBNGLmpJeb8aGyuTiyHFAON1a7IKHFCoImExdQePK1/Vm9UwZZT/cCShk Ch9dVv04ivwCj3WMJXhqnw== 0001013762-08-002328.txt : 20081113 0001013762-08-002328.hdr.sgml : 20081113 20081112180223 ACCESSION NUMBER: 0001013762-08-002328 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081113 DATE AS OF CHANGE: 20081112 GROUP MEMBERS: ASTOR FUND, L.P GROUP MEMBERS: CONNECTICUT BANKING COMMISSIONER HOWARD F. PITKIN 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: 081182094 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 form13d.htm NORTHSHORE ASSET MANAGEMENT, LLC FORM SC 13D form13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

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 King & Spalding LLP

1185 Avenue of the Americas

New York, NY 10036-4003

(212) 556-2100

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 12, 2008

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.[ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).

(Continued on following pages)

Page 1 of 16

CUSIP NO. 855906103

SCHEDULE 13D

PAGE 2 OF 19 PAGES

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) 16.3%
14	TYPE OF REPORTING PERSON * OO (Limited Liability Company)
(1) See Item 5 herein.

* SEE INSTRUCTIONS

Page 2 of 16


CUSIP NO. 855906103	SCHEDULE 13D	PAGE 3 OF 19 PAGES

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) 15.3%
14	TYPE OF REPORTING PERSON * PN
(2) See Item 5 herein.

* SEE INSTRUCTIONS

Page 3 of 16


CUSIP NO. 855906103	SCHEDULE 13D	PAGE 4 OF 19 PAGES

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 4,806,391 (3)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 4,806,391 (3)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,806,391
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.6%
14	TYPE OF REPORTING PERSON * OO (Receiver)
(3) See Item 5 herein.

* SEE INSTRUCTIONS

Page 4 of 16


CUSIP NO. 855906103	SCHEDULE 13D	PAGE 5 OF 19 PAGES

1	NAMES OF REPORTING PERSONS: Connecticut Banking Commissioner Howard F. Pitkin (successor to 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 * (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 1,000,000 (4)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 4,806,391 (4)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,806,391
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.6%
14	TYPE OF REPORTING PERSON * OO (Receiver)
(4) See Item 5 herein.
* SEE INSTRUCTIONS

Page 5 of 16

Item 1. Security and Issuer

This Amendment No. 13 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. 13 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 and Amendment No. 12 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 and October 10, 2007, 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. 13 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 and this Amendment No. 13 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 and the Connecticut Banking Commissioner Howard F. Pitkin (successor to John P. Burke) (the “Circle Receiver”), not individually but solely in his capacity as receiver of Circle Trust Company (“Circle Trust”), expressly disclaim knowledge as to the completeness and the accuracy of the information contained in the Schedule 13D (and this Amendment No. 13). Each reference in the Schedule 13D and this Amendment No. 13 to the Circle Receiver prior to October 1, 2006 refers to John P. Burke, Connecticut Banking Commissioner, acting in such capacity, 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. 13, the Northshore Receiver, the Circle Receiver, Northshore and Astor. The Circle Receiver specifically disclaims any knowledge as to matters not specifically pertaining to the Circle Receiver contained herein. The Northshore Receiver is in the process of confirming and verifying the facts and circumstances stated in the Schedule 13D and this Amendment No. 13, 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 16

Item. 2. Identity and Background.

Item 2 of the Schedule 13D is amended as follows:

“The Receiver's business address as of October 14, 2008 is c/o King & Spalding LLP, 1185 Avenue of the Americas, New York, NY 10036-4003 and his principal occupation is an attorney at King & Spalding LLP, a law firm, at the address set forth above. All disclosures in the Schedule 13D to the Receiver’s business address and occupation are amended and superseded by the prior sentence.”

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended and restated in its entirety to read as follows:

“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.

Page 7 of 16

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. 13 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.

Page 8 of 16

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. 13 does not purport to be complete, and is subject to, and is qualified in its entirety by reference to, the Order, which is an exhibit hereto and hereby incorporated herein in its entirety by this reference.

Due to the powers and authority conveyed upon the Northshore Receiver by the Order, other orders entered by the District Court and certain other matters, the Northshore Receiver may be deemed to share beneficial ownership of the shares of Common Stock reported herein. See Item 5.

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.

The Northshore Receiver and the Circle Receiver each believe that they have certain claims, rights and remedies with respect to the Subject Securities.

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 be deemed to be a “group” under Rule 13d-5 promulgated under the Exchange Act, and as a result may be deemed to share beneficial ownership of 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 January 31, 2006, the Northshore Receiver and the Circle Receiver entered into Amendment No. 1 to the Co-Sale Agreement pursuant to which they extended the term of the Co-Sale Agreement (“Amendment No. 1 to the Co-Sale Agreement”).

Page 9 of 16

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 June 30, 2006, the Settlement Agreement became effective as the Northshore Receiver received the US Order and the Circle Receiver received the Connecticut Order, fulfilling the conditions of the Settlement Agreement.

The Northshore Receiver is in the process of seeking an order of the District Court authorizing the Northshore Receiver to enter into an Amended and Restated Settlement Agreement with the Circle Receiver (the “Amended and Restated Settlement Agreement”), in substantially the form of the Amended and Restated Settlement Agreement filed as Exhibit 2 to this Amendment No. 13 to the Schedule 13D. If the District Court issues such order, the Amended and Restated Settlement Agreement will amend and restate the Settlement Agreement and, pursuant to the Amended and Restated Settlement Agreement, the Northshore Receiver will no longer have investment or voting control over the Subject Securities. 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.

The Northshore Receiver is also in the process of seeking an order of the District Court authorizing the Northshore Receiver to distribute the other 3,806,391 shares of Common Stock of the Issuer covered hereby and beneficially owned by the Northshore Receiver 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. If the District Court issues such order, the Northshore Receiver shall effectuate such distribution. Such distribution will be made under the Registration Statement (as defined below). A copy of the written prospectus forming a part of the Registration Statement meeting the requirements of Section 10 of the Securities Act of 1933, as amended, may be obtained either from the Northshore Receiver or the Commission’s website at http://www.sec.gov.

Page 10 of 16

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. 13 does not purport to be complete, and is subject to, and is qualified in its entirety by reference to, each such agreement or instrument, which are exhibits hereto and hereby incorporated herein in their entirety by this reference.

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 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. 13 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 (including the Subject Securities) and may continue to do so in the future. However, if the District Court issues the orders described above (and the distribution described above is consummated), the Northshore Receiver will no longer have investment or voting control over the shares of Common Stock covered hereby. 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 if the Amended and Restated Settlement Agreement becomes effective, the Circle Receiver will have sole investment and voting control with respect to the Subject Securities.

Page 11 of 16

The Northshore Receiver, Northshore, Astor, Ardent Domestic, Ardent Offshore, the Circle Receiver 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. Pursuant to the Stock Purchase Agreements, a registration statement on Form S-1 (File No. 333-145903) (the “Registration Statement”) was filed with the Commission by the Issuer on September 6, 2007 (and amended and supplemented from time to time thereafter) with respect to, among other things, the resale of the shares of Common Stock purchased thereunder (and the Registration Statement also covers the other shares of Common Stock reported herein). On June 3, 2008, the Registration Statement was declared effective by the Commission.

Except to the extent that the matters discussed in the Schedule 13D (and this Amendment No. 13 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.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows:

“Subject to Item 1, the following information is current as of the date of Amendment No. 13 to the Schedule 13D.

a. All percentage of outstanding shares of Common Stock set forth herein are based on 23,326,178 shares of Common Stock outstanding as of September 15, 2008, according to the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on September 15, 2008.

Northshore may be deemed to beneficially own 3,806,391 shares of Common Stock, which constitute approximately 16.3% 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.

Astor may be deemed to beneficially own 3,558,347 shares of Common Stock held for its account by Northshore, which constitute approximately 15.3% of the outstanding shares of Common Stock.

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 4,806,391 shares of Common Stock, which constitute approximately 20.6% 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) 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) and (iii) by virtue of the Settlement Agreement discussed in Item 4, 1,000,000 shares of Common Stock that may be deemed to be beneficially owned by the Circle Receiver.

Page 12 of 16

Based on the powers and authority granted to the Circle Receiver by order of the Connecticut Court and other matters, the Circle Receiver may be deemed to beneficially own 4,806,391 shares of Common Stock, which constitute approximately 20.6% 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 Settlement Agreement discussed in Item 4, 3,806,391 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 3,806,391 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 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 shared power with Ardent Domestic and Ardent Offshore, as applicable, and the Northshore Receiver to direct the voting and disposition of 120,772 and 127,272 shares of Common Stock held by Ardent Domestic and Ardent Offshore, respectively. In addition, by virtue of the Settlement 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 such 3,806,391 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 Settlement 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 3,806,391 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 disposition of the shares of Common Stock that may be deemed to be beneficially owned by them, respectively. In addition, by virtue of the Settlement Agreement discussed in Item 4, the Northshore Receiver may be deemed to have shared power with the Circle Receiver to direct the voting and disposition of 4,806,391 shares of Common Stock, including 1,000,000 shares of Common Stock of which the Circle Receiver may be deemed to have beneficial ownership.

Page 13 of 16

The Circle Receiver may be deemed to have shared power with the Northshore Receiver 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 4,806,391 shares of Common Stock as follows: by virtue of the Settlement 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 3,806,391 shares of Common Stock beneficially owned in the aggregate by the Northshore Receiver (3,806,391 shares), Northshore (3,806,391 shares), Astor (3,558,347 shares), Ardent Domestic and Ardent Offshore (120,772 and 127,272 shares, respectively), 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. Not applicable.

d. The Northshore Receiver and the Circle Receiver, pursuant to the Settlement Agreement, each have the right to certain proceeds from the sale of the Subject Securities. See Item 4.

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 disposition of any shares of Common Stock and, accordingly, has ceased to be the beneficial owner of more than five percent of the Common Stock.

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.”

Page 14 of 16

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 document is filed as an exhibit to the Schedule 13D:

1.	Joint Filing Agreement.

2.	Form of Amended and Restated Settlement Agreement to be entered into by and between the Northshore Receiver and the Circle Receiver.”

Page 15 of 16

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.



November 12, 2008		/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/ Howard F. Pitkin
		CONNECTICUT BANKING
		COMMISSIONER HOWARD F. PITKIN
		(successor to John P. Burke), not
		individually but solely in his capacity
		as Receiver of Circle Trust Company

Exhibits

1.	Joint Filing Agreement

2.	Form of Amended and Restated Settlement Agreement to be entered into by and between the Northshore Receiver and the Circle Receiver.

Page 16 of 16

EX-1 2 ex1.htm EXHIBIT 1 ex1.htm

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 the 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.



November 12, 2008		/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/ Howard F. Pitkin
		CONNECTICUT BANKING
		COMMISSIONER HOWARD F. PITKIN
		(successor to John P. Burke), not
		individually but solely in his capacity
		as Receiver of Circle Trust Company

EX-2 3 ex2.htm EXHIBIT 2 ex2.htm

EXHIBIT 2

AMENDED AND RESTATED SETTLEMENT AGREEMENT

This Amended and Restated Settlement Agreement (this “Agreement”), dated as of ______, 2008, is made by and between Arthur J. Steinberg, not individually but solely in his capacity as the receiver of Northshore Asset Management, LLC and related entities (the “Northshore Receiver”), and Connecticut Banking Commissioner Howard F. Pitkin, successor to John P. Burke, not individually but solely in his capacity as receiver of Circle Trust Company (collectively with Connecticut Banking Commissioner John P. Burke when serving as such and receiver of Circle Trust Company, the “Circle Receiver”), amends and restates the Settlement Agreement, dated as of May 25, 2006, by and between the Northshore Receiver and the Circle Receiver (the “Existing Agreement”).

WHEREAS, each of the Northshore Receiver and the Circle Receiver has asserted and believes that one or more entities for which he is acting as receiver owns and is entitled to the 1,000,000 shares of common stock, no par value, of Startech Environmental Corporation (“Startech”) represented on the date hereof by certificate number 6381-8 (the “Subject Securities”) and a bona fide dispute exists over such ownership and entitlement;

WHEREAS, the Northshore Receiver and the Circle Receiver entered into the Existing Agreement in settlement of the dispute with respect to the Subject Securities and desire to amend and restate its terms, and are entering into this Agreement to do so; and

WHEREAS, the Northshore Receiver shall seek the approval of the United States District Court for the Southern District of New York for the execution and delivery of this Agreement, and the Northshore Receiver’s performance of his obligations hereunder, and the parties hereto intend to that this Agreement shall be subject to, and conditioned upon, the receipt by the Northshore Receiver of such approval.

NOW, THEREFORE, for good and valuable consideration, including the mutual promises and agreements herein made, receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Representations of the Circle Receiver. The Circle Receiver hereby represents and warrants to the Northshore Receiver and agrees in favor of the Northshore Receiver on the date hereof and on the Effective Date (as defined herein) that (a) the Circle Receiver has not assigned any interest in any matter released or purported to be released by him hereby to any other person or entity, and (b) (i) the Circle Receiver has full power and authority to execute and deliver this Agreement and perform his obligations hereunder, (ii) the execution and delivery of this Agreement by the Circle Receiver, the performance by the Circle Receiver of his obligations hereunder and the consummation of the transactions by the Circle Receiver contemplated by this Agreement have been duly authorized and approved, (iii) this Agreement has been duly executed by the Circle Receiver and constitutes a legal, valid and binding obligation of the Circle Receiver, (iv) the execution and delivery of this Agreement by the Circle Receiver, the performance by the Circle Receiver of his obligations hereunder and the consummation of the transactions contemplated hereby by the Circle Receiver do not and will not (x) violate, contravene, breach, or constitute an event of default under, any contract, agreement, indenture or instrument to which the Circle Receiver or Circle Trust Company (“Circle Trust”) is a party, or by which any of their respective properties or assets are bound, or to which the Circle Receiver or Circle Trust may be subject or (y) violate, contravene or breach any statute, law, judgment, decree, order, regulation or rule of any court or governmental authority applicable to the Circle Receiver or Circle Trust and (v) the Subject Securities may be dealt with in accordance with this Agreement, without any further receivership action on the part of the Circle Receiver or any approval of any court or other governmental authority.

2. Representations of the Northshore Receiver. The Northshore Receiver hereby represents and warrants to the Circle Receiver and agrees in favor of the Circle Receiver on the date hereof and on the Effective Date that (a) the Northshore Receiver has not assigned any interest in any matter released or purported to be released by him hereby to any other person or entity, and (b) in the case of clauses (i) through (v) of this Section 2(b), subject to the receipt of the US Order (as defined below) in a form reasonably acceptable to both the Northshore Receiver and the Circle Receiver, (i) the Northshore Receiver has full power and authority to execute and deliver this Agreement and perform the Northshore Receiver’s obligations hereunder, (ii) the execution and delivery of this Agreement by the Northshore Receiver, the performance by the Northshore Receiver of his obligations hereunder and the consummation of the transactions contemplated by this Agreement by the Northshore Receiver have been duly authorized and approved by all requisite receivership action, (iii) this Agreement has been duly executed by the Northshore Receiver and constitutes a legal, valid and binding obligation of the Northshore Receiver, (iv) the execution and delivery of this Agreement by the Northshore Receiver, the performance by the Northshore Receiver of the Northshore Receiver’s obligations hereunder and the consummation of the transactions contemplated hereby by the Northshore Receiver do not (x) violate, contravene, breach, or constitute an event of default under, any contract, agreement, indenture or instrument to which the Northshore Receiver is a party, or by which any of the Northshore Receiver’s properties or assets are bound, or to which the Northshore Receiver may be subject or (y) violate, contravene or breach any statute, law or judgment, decree, order, regulation or rule of any court or governmental authority applicable to the Northshore Receiver and (v) the Subject Securities may be dealt with in accordance with this Agreement, without any further receivership action on the part of the Northshore Receiver or any approval of any court or other governmental authority.

3. Conditions to Effectiveness. The effectiveness of this Agreement and the Circle Receiver’s and the Northshore Receiver’s respective obligations under this Agreement (except this Section 3 and Section 16 (the “Effective Provisions”), which shall be effective upon the execution and delivery of this Agreement by the Northshore Receiver and the Circle Receiver) is subject to, and conditioned solely upon, the receipt by the Northshore Receiver of the US Order in a form reasonably acceptable to both the Northshore Receiver and the Circle Receiver; this Agreement and the Circle Receiver’s and the Northshore Receiver’s obligations hereunder (except the Effective Provisions, which shall be effective upon the execution and delivery of this Agreement by the Northshore Receiver and the Circle Receiver) shall automatically become effective upon the receipt by the Northshore Receiver of the US Order, in a form reasonably acceptable to both the Northshore Receiver and the Circle Receiver (the date on which this Agreement and obligations of the Northshore Receiver and the Circle Receiver become effective (except the Effective Provisions, which shall be effective upon the execution and delivery of this Agreement by the Northshore Receiver and the Circle Receiver) is referred to herein as the “Effective Date”).

The Northshore Receiver agrees to file motion papers, containing a proposed form of an order (such order included with such motion papers and issued by the District Court on or prior to the Effective Date is referred to herein as the “US Order”), with the United States District Court for the Southern District of New York (the “District Court”) as soon as practicable after the date of this Agreement but in no event later than 10 days after the date of this Agreement, and to use his best efforts to obtain the US Order in a form mutually acceptable to the Northshore Receiver and the Circle Receiver, each acting reasonably, as soon as practicable thereafter.

If the Effective Date does not occur on or prior to [___________ ___], 2008, at any time after such date, either the Northshore Receiver or the Circle Receiver may deliver written notice to the other stating that this Agreement is terminated, and immediately following such delivery this Agreement shall terminate and the Existing Agreement shall remain in full force and effect without giving effect to any of the terms hereof and shall not be amended (or restated) hereby in any respect.

4. Disposition of Subject Securities.

(a) The Northshore Receiver agrees to cause, within five days after the Effective Date, the delivery of the Subject Securities (including any stock certificates representing the same) to the Circle Receiver. Upon receipt, the Circle Receiver shall hold the same as custodian for Circle Trust and for certain of the Northshore Releasees (as defined) until such time as the Circle Receiver shall sell the Subject Securities as permitted hereby.

(b) The Circle Receiver shall have the sole and exclusive right, on behalf of the Circle Receiver, Circle Trust, certain Northshore Releasees and the Northshore Receiver, to sell any or all of the Subject Securities at any time or from time to time; provided, that, notwithstanding anything to the contrary contained herein, the Circle Receiver may only sell or dispose of the Subject Securities in a transaction involving a “bona-fide” third party unrelated to Circle Trust or the Circle Receiver on the FINRA Over-The-Counter Bulletin Board in which the sole consideration received in respect of the Subject Securities is cash, which is a direct and outright sale (i.e., not involving any options, puts, calls or other derivative positions or any contingent or deferred payments) and which complies with all applicable laws, including, without limitation, all applicable securities laws.

(c) The Circle Receiver shall distribute the Net Proceeds (as defined below) of any sale permitted by Section 4(b) in accordance with Sections 5 and 6.

(d) Notwithstanding anything to the contrary contained herein, the Northshore Receiver shall be entitled to sell or otherwise dispose of any shares of common stock of Startech (other than the Subject Securities) at any time or from time to time free and clear of any restriction, irrespective of whether the Subject Securities have been already sold or otherwise disposed of.

(e) The Circle Receiver shall on each day that a sale of any of the Subject Securities is made inform or cause the selling broker to inform the Northshore Receiver (or his representatives), no later than the close of business on the day of such sale, as to (i) the number of Subject Securities sold, the date of such sale, the price(s) of such sale and (ii) any other matters pertaining to such sale necessary for the Northshore Receiver to complete and file Form 4 reports with the Securities and Exchange Commission pertaining to such sale (except, solely with respect to this clause (ii), any information pertaining to such sale that is already in the possession of the Northshore Receiver or specific to the Northshore Receiver (but not otherwise solely known by or available to the selling broker or the Circle Receiver)).

5. Assignment of Right to Proceeds. Pursuant to the Existing Agreement, the Northshore Receiver conveyed, transferred and assigned to the Circle Receiver the right to receive a portion of the proceeds from the sale of the Subject Securities as set forth in Section 6 and the Circle Receiver acknowledged and agreed that the Northshore Receiver is entitled to receive the balance of the proceeds from the sale of the Subject Securities, free and clear of any claim or other right of the Circle Receiver, Circle Trust or any of the their affiliates or any other person or entity. The parties confirm and acknowledge that the foregoing provisions of this Section 5 shall continue as obligations of the parties hereunder.

6. Distribution of Proceeds. The Circle Receiver shall pay 50% of the Net Proceeds (as defined) to the Northshore Receiver and 50% of the Net Proceeds to the Circle Receiver; provided, however, that under no circumstances shall the Circle Receiver be entitled to, nor shall the Circle Receiver retain, an aggregate amount of Net Proceeds greater than the Cap Amount, and the Northshore Receiver shall be entitled to, and the Circle Receiver shall pay to the Northshore Receiver, all Net Proceeds once the Circle Receiver has received an aggregate amount of Net Proceeds equal to the Cap Amount. Subsequent to the date of this Agreement, the Circle Receiver shall on the 1st business day of every calendar month pay to the Northshore Receiver any Net Proceeds that the Northshore Receiver is entitled to pursuant to the preceding sentence; provided, that on any day that the amount of the Net Proceeds the Northshore Receiver is entitled to pursuant to the preceding sentence equals or exceeds $10,000, the Circle Receiver shall not later than the close of the following business day pay such Net Proceeds to the Northshore Receiver. In addition to the payments contemplated to be made to the Northshore Receiver by the preceding sentences of this Section 6 and at the time that any such payments are to be made, the Circle Receiver shall pay to the Northshore Receiver the Northshore Receiver Incurred Costs.

The “Cap Amount” means the sum of $1,275,126.91 and the Northshore Receiver Incurred Costs.

The “Net Proceeds” means the (1) the actual cash proceeds derived from the sale of the Subject Securities minus (2) the underwriting discounts and commissions, brokerage commissions and discounts and other selling fees and expenses payable to underwriters, brokers or other third party selling agents (excluding amounts payable to Brown Rudnick Berlack Israels LLP or other attorneys of the Circle Receiver) directly associated with the sale of the Subject Securities.

The “Northshore Receiver Incurred Costs” means an amount equal to 5% of the actual gross sale proceeds for the Subject Securities. The Northshore Receiver Incurred Costs shall be paid to the Northshore Receiver from the Net Proceeds received by the Circle Receiver in accordance with the first paragraph of this Section 6 in reimbursement of certain legal and other advisory fees and expenses incurred by the Northshore Receiver relating to the sale of the Subject Securities.

7. Releases

(a) The Circle Receiver on behalf of (i) himself and each of his successors and assigns and (ii) Circle Trust and each of its subsidiaries, trusts, and their respective successors and assigns (collectively, the “Circle Releasors”), hereby irrevocably releases and forever discharges (A) the Northshore Receiver and each of his affiliates, partners, and his and their respective successors and assigns, and (B) each of Northshore Asset Management, LLC (“NSAM”), NSCT, LLC (“NSCT”), Saldutti Capital Management, L.P. (“SCM”), Ardent Research Partners, L.P. (“Ardent L.P.”), Ardent Research Partners, Ltd. (“Ardent Ltd.”) and each other affiliate of NSAM that is an entity or fund for which the Northshore Receiver has been appointed and remains the receiver as of the date hereof (collectively, the “Northshore Entities”), and their respective subsidiaries, successors and assigns (collectively, the “Northshore Releasees”), from any and all claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever, whether known or unknown, suspected or unsuspected, at law or in equity or otherwise, which the Circle Receiver or any of the other Circle Releasors now has, ever had or may hereafter have against the Northshore Receiver and/or the other Northshore Releasees or any of them due to, arising from, or in connection with, any action, matter, thing or omission occurring or existing on or prior to the date hereof, including, but not limited to, claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action under, relating to or arising from (x) the Promissory Note, dated June 23, 2004, in the principal amount of $1,028,000, payable by NSCT to Circle Trust and (y) the Stock Purchase Agreement, dated as of June 18, 2004, by and among NSCT, Capital Investments Management, Ltd. and Circle Trust and any agreement, instrument or certificate relating thereto or delivered in connection therewith. Notwithstanding anything contained in this Section 7(a) to the contrary, the Circle Receiver shall retain and not release or discharge (x) any claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever, (i) arising under or to enforce this Agreement or (ii) against any officer, director, member, partner or employee of the Northshore Entities (excluding the Northshore Receiver or any of his partners, employees, officers or other representatives) or (y) any right to defend against or dispute any claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever not released by the Northshore Receiver under Section 7(b).

Other than the right to enforce this Agreement, the Circle Receiver agrees he will have no claims in the case (the “Receivership Proceedings”) captioned Securities and Exchange Commission v. Northshore Asset Management, LLC, et al., Case No. 05-CV-2192 (RO), pending in the District Court. The Circle Receiver acknowledges and agrees that all claims filed by the Circle Receiver on behalf of Circle Trust and himself in the Receivership Proceedings have been withdrawn and disallowed in their entirety with prejudice and expunged from the schedule or register of filed claims in the Receivership Proceedings.

(b) The Northshore Receiver on behalf of (i) himself and each of his successors and assigns and (ii) the Northshore Entities and each of their respective subsidiaries, successors and assigns (collectively, the “Northshore Releasors”) hereby irrevocably releases and forever discharges (A) the Circle Receiver and each of his successors and assigns and (B) Circle Trust and each of its subsidiaries, and each of their respective successors and assigns (collectively, the “Circle Releasees”), from any and all claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever, whether known or unknown, suspected or unsuspected, at law or in equity or otherwise, which the Northshore Receiver or any of the other Northshore Releasors now has, ever had or may hereafter have against the Circle Receiver and/or the other Circle Releasees or any of them, due to, arising from, or in connection with, any action, matter, thing or omission occurring or existing on or prior to the date hereof. Notwithstanding anything contained in this Section 7(b) to the contrary, the Northshore Receiver and the other Northshore Entities shall retain and not release or discharge (x) any claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever arising out of or related to (i) the Northshore Receiver’s claim for the return of $9 million of investor funds transferred by NSAM or an affiliate thereof to Circle Trust on or about August 27, 2004, (ii) the common stock of Circle Trust owned by one or more Northshore Releasors, (iii) the Supplemental Motion for Approval of the Settlement Regarding Claims of the United States Department of Labor, Trust Advisors Stable Value Plus Fund and Northshore SEC Receiver, dated August 29, 2006, filed in the case captioned John P. Burke, Banking Commissioner v. Circle Trust Company (Docket No. CV-05-4017063 S) pending in the Superior Court, Judicial District of Hartford, Connecticut (the “Connecticut Court”) and the related order issued by the Connecticut Court (collectively, the “Supplemental Circle Settlement”) or (iv) this Agreement (or any right to enforce the same) or (y) any right to defend against or dispute any claims, proceedings, rights, demands, remedies, contracts, agreements, debts, liabilities, orders, obligations and causes of action whatsoever not released by the Circle Receiver under Section 7(a).

The Northshore Receiver acknowledges that he has agreed to amend the proof of claim (the “Ardent Claim”) filed on or about April 14, 2006 in Circle Trust’s receivership proceeding by the Northshore Receiver as Receiver for Ardent L.P. and Ardent Ltd., solely to eliminate any claims related to (i) NSAM’s transfer of the Subject Securities to Circle Trust and (ii) the Northshore Entities’ contribution of $3.9 million to Circle Trust in August and September, 2004 in satisfaction of the Connecticut Department of Banking’s request that the Northshore Entities adequately capitalize Circle Trust.

The Northshore Receiver acknowledges and agrees the claim evidenced by the claim filed on or about April 14, 2006 in Circle Trust’s receivership proceedings by the Northshore Receiver as Receiver for NSAM, shall be withdrawn and disallowed in its entirety with prejudice and expunged from the schedule or register of filed claims or interests in such proceedings.

Notwithstanding anything contained herein to the contrary, (i) this Section 7(b) shall have no effect on (x) the proof of claim or interest (the “NSCT Claim”) filed on or about April 14, 2006 in Circle Trust’s receivership proceeding by the Northshore Receiver as Receiver for NSCT or (y) the Ardent Claim, to the extent that such claim relates to Northshore’s (or its affiliates’) transfer of $9,000,000 to Circle Trust (the “Remaining Ardent Claim”) or (z) the Supplemental Circle Settlement, and (ii) the NSCT Claim, the Remaining Ardent Claim and the Supplemental Circle Settlement shall survive this Agreement in all respects and neither the Northshore Receiver or any of the Northshore Entities releases, discharges or waives any rights, claims or causes of action with respect thereto.

The Circle Receiver specifically acknowledges that the Supplemental Circle Settlement is effective and binding on him and the Circle Releasees.

8. Further Assurances; Authority to Carry Out Agreement. The Circle Receiver and the Northshore Receiver each hereby agree to execute such agreements, contracts, orders, receipts, notices, requests, certificates, endorsements, powers of attorney, authorizations or other documents, and to take such further actions, as the other may reasonably request in furtherance of, and in order to carry out and give effect to, the terms of this Agreement.

9. Binding Effect and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. However, no party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party hereto; provided, that this Agreement shall automatically be transferred and the obligations hereunder delegated to any successor receiver or other similar official appointed, from time to time, for Circle Trust or the Northshore Entities, respectively.

10. Knowledge. Each of the Circle Receiver and the Northshore Receiver has received or has had full and complete access to all the information he considers necessary or appropriate and material to make an informed decision with respect to the subject matter of this Agreement and the entering into this Agreement.

11. No Other Representations and Warranties. Except as set forth in this Agreement, neither the Circle Receiver nor the Northshore Receiver make any representations or warranties to the other whether express or implied.

12. Representation. Each of the parties to this Agreement acknowledge that they have had access to and have been represented by competent counsel in connection with the negotiation, execution and performance of this Agreement.

13. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in such jurisdiction or in any other jurisdiction. If any provision of the Agreement is interpreted to be so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

14. Notices. Any notice required under this Agreement shall be in writing and shall be given (and shall be deemed to be duly given upon receipt) by delivery in person, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Northshore Receiver:

Arthur J. Steinberg

c/o King & Spalding LLP

1185 Avenue of the Americas

New York, New York 10036

Telecopier: (212) 556-2100

with a copy to:

Steven G. Canner, Esq.

Kaye Scholer LLP

425 Park Avenue

New York, New York 10022

Telecopier: (212) 836-8689

If to the Circle Receiver:

Howard F. Pitkin

Connecticut Banking Commissioner

Department of Banking

260 Constitution Plaza

Hartford, Connecticut 06103

Telecopier:

with a copy to:

Howard L. Siegel, Esq.

Brown Rudnick Berlack Israels LLP

City Place 1

185 Asylum Street

Hartford, Connecticut 06103

Telecopier: (860) 509-6501

15. No Waiver. A waiver by any party of any term or condition of this Agreement in any one instance shall not be deemed or construed to be a waiver of such term or condition for any other instance in the future (whether similar or dissimilar) or of any subsequent breach hereof. All rights, remedies, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be a limitation of any other remedy, right, undertaking, obligation or agreement of any of the parties.

16. Entire Agreement. This Agreement supersedes all prior agreements between the Northshore Receiver and the Circle Receiver with respect to the subject matter of this Agreement (other than those contained in the Existing Agreement until the Effective Date) and constitutes (along with the additional documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the Northshore Receiver and the Circle Receiver with respect to its subject matter (other than those contained in the Existing Agreement until the Effective Date). The parties hereto agree that, on the Effective Date, the Existing Agreement will be automatically amended and restated hereby, but prior to the Effective Date the Existing Agreement shall remain in full force and effect.

17. Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

18. Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.

19. Specific Performance. Each of the Northshore Receiver and the Circle Receiver acknowledges and agrees that the other would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which any party may be entitled, at law or in equity, each party shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.

20. Expenses. Except as otherwise provided in this Agreement, including, without limitation, with respect to the Northshore Receiver Incurred Costs, each party to this Agreement will bear its respective fees and expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement and the transactions contemplated thereby.

21. Adjustment. The number of Subject Securities, amounts and other terms herein shall be equitably adjusted by the parties hereto in the event of and at the time of any distribution payable in securities on the Subject Securities or the subdivision or combination of the shares of common stock of Startech or similar event concerning the shares of common stock of Startech, and this Agreement shall apply to any securities issued in respect of (or in exchange for) the Subject Securities (and to any successive securities issued in respect thereof), in which case, the term Subject Securities shall include any and all such securities. The parties confirm and agree that the Existing Agreement contemplated and this Agreement continues to contemplate that any distribution or dividend (including any liquidating distribution or dividend) made by Startech on (or in respect of) the Subject Securities shall be Net Proceeds and shall be allocated between the parties in accordance with Section 6 of this Agreement.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above and the parties hereto agree that this Agreement shall amend and restate the Existing Agreement in its entirety on the Effective Date.



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



		/s/
		CONNECTICUT BANKING
		COMMISSIONER HOWARD F. PITKIN
		Successor to JOHN P. BURKE, not
		individually but solely in his capacity
		as Receiver of Circle Trust Company

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