ASSET PURCHASE AGREEMENT by and among INDUSTRIAL ENTERPRISES OF AMERICA, INC., PITT PENN OIL CO., LLC, FORTCO PITTSBURGH, LLC, and FORTCO PLASTICS, INC. Dated May 12, 2006 TABLE OF CONTENTS

DEFINITIONS AND USAGE

any environmental, health or safety matter or condition (including on-site or off-site contamination, occupational safety and health and regulation of any chemical substance or product);

any fine, penalty, judgment, award, settlement, legal or administrative proceeding, damages, loss, claim, demand or response, remedial or inspection cost or expense arising under any Environmental Law or Occupational Safety and Health Law;

financial responsibility under any Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action, including any cleanup, removal, containment or other remediation or response actions (“Cleanup”) required by any Environmental Law or Occupational Safety and Health Law (whether or not such Cleanup has been required or requested by any Governmental Body or any other Person) and for any natural resource damages; or

any other compliance, corrective or remedial measure required under any Environmental Law or Occupational Safety and Health Law.

nation, state, county, city, town, borough, village, district or other jurisdiction;

federal, state, local, municipal, or other government;

governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers); or

body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power.

Interpretation. In this Agreement, unless a clear contrary intention appears:

the singular number includes the plural number and vice versa;

reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;

reference to any gender includes each other gender;

reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;

reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;

“hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof;

“including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

“or” is used in the inclusive sense of “and/or”;

with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and

references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP.

Legal Representation of the Parties. This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation hereof.

SALE AND TRANSFER OF ASSETS; CLOSING

the Real Property;

the Ground Lease;

all Tangible Personal Property;

all Resins;

with respect to the Assets, all service and warranty Records, equipment logs, and operating guides and manuals; and

all Records, client and customer lists, referral sources, and telephone, telecopy and e-mail addresses and listings directly related to any Customer Contract.

all cash, cash equivalents and investments;

all minute books, equity and tax Records and corporate/company seals;

the shares of capital stock or other equity of Seller or IEA held in treasury;

those rights relating to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof;

all insurance policies and rights thereunder;

all personnel Records and other Records that Seller is required by law to retain in its possession;

all claims for refund of Taxes and other governmental charges of whatever nature;

all rights in connection with and assets of the Employee plans;

all rights of Seller and IEA under this Agreement, the Bill of Sale, the Supply Agreement, and any other agreement or contract not expressly assigned to Buyer pursuant hereto;

all rights of Seller and IEA under all contracts not being assumed by Buyer pursuant hereto;

all claims arising prior to Closing with respect to the Business and the Assets;

the property and assets expressly designated in Schedule 2.2(j);

all Accounts Receivable; and

all and any other tangible and intangible assets and Records of Seller and IEA which do not constitute a part of the Business.

Seller shall deliver to Buyer:

a bill of sale for all of the Assets that are Tangible Personal Property in the form of Schedule 2.7(a)(i) (the “Bill of Sale”) executed by Seller;

for the interest in the Real Property, a recordable warranty deed in form and substance satisfactory to Buyer and its counsel and executed by Seller;

an assignment of the Ground Lease in form and substance satisfactory to Buyer and its legal counsel and executed by Seller;

an estoppel certificate from the landlord under the Ground Lease in form and substance substantially similar to the estoppel certificate attached hereto as Schedule 2.7(a)(iv);

such other general warranty deed, Seller’s affidavit, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as reasonably required by the title company issuing the Title Insurance Commitment and requested by Buyer prior to the Closing, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller;

certificates, executed by Seller and IEA, as to the accuracy of their representations and warranties as of the Closing Date and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date;

certificates of authorized officers of Seller and IEA, certifying to the incumbency and signatures of the officers of Seller and IEA executing this Agreement and any other document relating to the Contemplated Transactions;

the Supply Agreement, duly executed by Seller;

releases of all Encumbrances on the Assets, including releases of each mortgage of record and reconveyances of each deed of trust with respect to the Real Property other than the Permitted Encumbrances;

certificates, dated as of a date not earlier than the third Business Day prior to the Closing, as to the good standing of Seller and IEA, executed by the appropriate officials of the state of organization and incorporation, respectively, of Seller and IEA.

Buyer shall deliver to Seller:

Two Million Dollars ($2,000,000), subject to adjustments pursuant to Sections 2.8 and 7.1(a), by wire transfer to an account specified by Seller in a writing delivered to Buyer and Fortco Plastics (such writing to be delivered prior to Closing);

the Note, duly executed by Buyer and Fortco Plastics;

the Supply Agreement, duly executed by Buyer and Fortco Plastics; and

certificates of authorized officers of Buyer and Fortco Plastics certifying to the incumbency and signatures of the officers of Buyer and Fortco Plastics executing this Agreement, the Note and any other document relating to the Contemplated Transactions.

REPRESENTATIONS AND WARRANTIES OF SELLERS

This Agreement constitutes the legal, valid and binding obligation of Seller and IEA, enforceable against each of them in accordance with its terms. Seller and IEA each has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and such action has been duly authorized by all necessary action by Seller’s and IEA’s shareholders, board of directors, members and/or managers, as applicable.

Upon the execution and delivery by Seller of the Supply Agreement and each other agreement to be executed or delivered by Seller at the Closing (collectively, “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the requisite power and authority to execute and deliver Seller’s Closing Documents and to perform its obligations thereunder, and such action has been duly authorized by all necessary action by Seller’s members and/or managers.

The execution, delivery and performance by Seller and IEA of this Agreement, the Supply Agreement and Seller’s Closing Documents, as applicable, and the consummation of the Contemplated Transactions do not and will not, directly or indirectly:

violate or conflict with any provision of the Governing Documents of Seller or IEA;

violate, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under, give rise to a right of termination, amendment or cancellation of, accelerate the performance required by, or result in any payment under, the Ground Lease;

Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which any of the Assets may be subject; or

cause Buyer to become subject to, or to become liable for the payment of, any Tax other than the Taxes for which Buyer is liable pursuant to Section 7.1.

Other than the Consent of the landlord under the Ground Lease, Seller is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Seller owns good and marketable fee simple title in the Real Property, free and clear of any Encumbrances, other than:

liens for Taxes for the current year which are not yet due and payable;

the Permitted Encumbrances; and

certain liens, mortgages or other financial security documents which shall be removed prior to Closing.

Seller owns good and transferable title to all of the other Assets. Seller warrants to Buyer that, at the time of Closing, all of the other Assets shall be free and clear of all Encumbrances.

There is no pending or, to Seller’s Knowledge, threatened Proceeding:

by or against Seller that relates to or may affect the Assets; or

that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions.

There is no Order to which any of the Assets is subject.

Use of the Real Property and the Assets by the Seller has been in full compliance with, and is not in violation of, any Environmental Law. Seller has no basis to expect, nor has Seller or any other Person for whose conduct Seller may be held to be responsible received, any actual or threatened order, notice or other communication from (i) any Governmental Body or private citizen acting in the public interest or (ii) any prior owner or operator of the Business and the Assets, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities with respect to the Business and the Assets.

There are no pending or, to the Knowledge of Seller, threatened claims, Encumbrances, or other restrictions of any nature resulting from any Environmental, Health and Safety Liabilities or arising under or pursuant to any Environmental Law with respect to or affecting the Business and the Assets as presently operated.

Seller has no Knowledge of, nor has Seller received, any citation, directive, inquiry, notice, Order, summons, warning or other communication that relates to Hazardous Substances, or any alleged, actual, or potential violation or failure to comply with any Environmental Law, or of any alleged, actual, or potential obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities with respect to the Business and the Assets.

Seller does not have any Environmental, Health and Safety Liabilities with respect to the Business and the Assets or, to the Knowledge of Seller, with respect to any other property or asset at any property geologically or hydrologically adjoining the Real Property.

There are no Hazardous Substances present on or in the Environment at the Real Property or, to the Knowledge of Seller, at any geologically or hydrologically adjoining property, including any Hazardous Substances contained in barrels, aboveground or underground storage tanks, landfills, land deposits, dumps, equipment (whether movable or fixed) or other containers, either temporary or permanent, and deposited or located in land, water, sumps, or any other part of the Real Property or such adjoining property, or incorporated into any structure therein or thereon. Neither Seller nor any Person for whose conduct Seller is or may be held responsible, or to the Knowledge of Seller, any other Person, has permitted or conducted, or is aware of, any activity involving Hazardous Substances conducted with respect to the Business or the Assets except in full compliance with all applicable Environmental Laws.

Schedule 1.1(a) contains a complete and accurate list of the following information for each Employee, including each employee on leave of absence or layoff status: name; job title; date of hiring or engagement; and date of commencement of employment or engagement.

To the Knowledge of Seller, no Employee is bound by any Contract that purports to limit the ability of such Employee (i) to engage in or continue or perform any conduct, activity, duties or practice relating to the Business or (ii) to assign to Seller or to any other Person any rights to any invention, improvement, or discovery which constitutes a work for hire for Seller. No former or current Employee is a party to, or is otherwise bound by, any Contract that in any way adversely affected, affects, or will affect the ability of Seller or Buyer to conduct the Business as heretofore carried on by Seller.

Seller hereby agrees that Seller shall be responsible for compensating each Employee for all vacation time and sick leave accrued by each such Employee while employed by Seller. Prior to Closing, Seller shall pay to the Employees all amounts due and payable for the accrued vacation time and sick leave discussed in this Section 3.9(c).

Seller has complied in all respects with all Legal Requirements relating to employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar Taxes and occupational safety and health. Seller is not liable for the payment of any Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the Legal Requirements discussed in this Section 3.10(a).

Seller has been a party to a collective bargaining agreement dated November 11, 2002, as extended in writing by the parties thereto on October 19, 2005. There has not been, there is not presently pending or existing, and to Seller’s Knowledge there is not threatened, any strike, slowdown, picketing, work stoppage or employee grievance process involving Employees. To Seller’s Knowledge no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is not pending or, to Seller’s Knowledge, threatened against or affecting Seller any Proceeding relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed with the National Labor Relations Board or any comparable Governmental Body, and there is no organizational activity or other labor dispute against or affecting the Business. No grievance or arbitration Proceeding exists that might have an adverse effect upon Seller or the conduct of the Business. There is no lockout of any Employees by Seller, and no such action is contemplated by Seller.  To Seller’s Knowledge there has been no charge of discrimination filed against or threatened against Seller with the Equal Employment Opportunity Commission or similar Governmental Body.

Neither Seller nor, to the Knowledge of Seller, its Representatives have, to obtain or retain business, directly or indirectly offered, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment with a value in excess of one hundred dollars ($100.00) in the aggregate to any one individual in any year) or any excessive commission payment, to:

any person who is an official, officer, agent, employee or representative of any Governmental Body or of any existing or prospective customer (whether government owned or nongovernment owned);

any political party or official thereof;

any candidate for political or political party office; or

any other individual or entity;

Seller has made all payments to Third Parties by check mailed to such Third Parties’ principal place of business or by wire transfer to a bank located in the same jurisdiction as such party’s principal place of business.

Each transaction is properly and accurately recorded on the books and Records of Seller, and each document upon which entries in Seller’s books and Records are based is complete and accurate in all respects. Seller maintains a system of internal accounting controls adequate to insure that Seller maintains no off-the-books accounts and that the Assets are used only in accordance with Seller’s management directives.

Seller has at all times been in compliance with all Legal Requirements relating to export control and trade embargoes. To Seller’s knowledge, no product sold or service provided by Seller relating to the Business during the last five (5) years has been, directly or indirectly, sold to or performed on behalf of Cuba, Iran, or Libya.

Seller has not violated the antiboycott prohibitions contained in 50 U.S.C. § 2401 et seq. or taken any action that can be penalized under Section 999 of the Code. During the last five (5) years, Seller has not been a party to, is not a beneficiary under and has not performed any service or sold any product under any Seller Contract under which a product has been sold to customers in Bahrain, Jordan, Kuwait, Lebanon, Libya, Oman, Quatar, Saudi Arabia, Sudan, Syria, United Arab Emirates or the Republic of Yemen.

REPRESENTATIONS AND WARRANTIES OF BUYER Buyer and Fortco Plastics represent and warrant to Seller as follows:

This Agreement constitutes the legal, valid and binding obligation of Buyer and Fortco Plastics, enforceable against each of them in accordance with its terms. Buyer and Fortco Plastics each has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and such action has been duly authorized by all necessary action by Buyer’s and Fortco Plastics’ members, managers, shareholders and board of directors, as applicable.

Upon the execution and delivery by Buyer and Fortco Plastics of the Supply Agreement and each other agreement to be executed or delivered by Buyer and/or Fortco Plastics at Closing (collectively, “Buyer’s Closing Documents”), each of Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer and Fortco Plastics, as applicable, enforceable against Buyer and/or Fortco Plastics in accordance with its terms. Buyer and Fortco Plastics have the absolute and unrestricted right, power and authority to execute and deliver Buyer’s Closing Documents, as applicable, and to perform their obligations under Buyer’s Closing Documents, as applicable, and such action has been duly authorized by all necessary corporate action.

Neither the execution and delivery of this Agreement by Buyer and Fortco Plastics nor the consummation or performance of any of the Contemplated Transactions by Buyer and Fortco Plastics will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to:

any provision of Buyer’s or Fortco Plastics’ Governing Documents;

any resolution adopted by the members, managers, board of directors or the shareholders of Buyer or Fortco Plastics;

any Legal Requirement or Order to which Buyer or Fortco Plastics may be subject; or

any Contract to which either Buyer or Fortco Plastics is a party or by which Buyer or Fortco Plastics may be bound.

Neither Buyer nor Fortco Plastics is and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

CONDITIONS PRECEDENT TO SELLER’S OBLIGATION TO CLOSE Seller’s obligation to sell the Assets and to take the other actions required to be taken by Seller at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Seller in whole or in part):

ADDITIONAL COVENANTS

(a)

Seller shall be responsible for paying all Taxes arising under the Assets during that portion of calendar year 2006 prior to the Closing. Buyer shall be responsible for paying all Taxes arising under the Assets for that portion of calendar year 2006 on and after the Closing. To the extent that Seller or Buyer has paid, or will pay, any Taxes arising under the Assets during calendar year 2006 for which such party is not responsible under this Section 7.1(a), the Purchase Price shall be adjusted accordingly at Closing to reimburse such party for the amount of such Taxes paid.

(b)

Buyer and Seller shall each pay in a timely manner one half (1/2) of all transfer, documentary and conveyance stamps or Taxes resulting from or payable in connection with the sale of the Assets pursuant to this Agreement, regardless of the Person on whom such stamps or Taxes are imposed by Legal Requirements.

Noncompetition. From the Closing and through October 2009, Seller and IEA shall not, anywhere in North America, directly or indirectly invest in, own, manage, operate, finance, control, advise, render services to or guarantee the obligations of any Person engaged in or planning to become engaged in conduct similar to the Business (“Buyer Competing Business”), provided, however, that Seller and IEA may purchase or otherwise acquire up to (but not more than) five percent (5%) of any class of the securities of any Person engaged in a Buyer Competing Business (but may not otherwise participate in the activities of such Person) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Security Exchange Act of 1934, as amended.

Nonsolicitation. From the Closing and through October 2009, Seller and IEA shall not, directly or indirectly:

solicit the business of any Person who is a customer of Buyer, for the purpose of providing goods or services which are similar to those provided by Buyer immediately after Closing;

except as provided in the Supply Agreement, cause, induce or attempt to cause or induce any customer, supplier, licensee, licensor, franchisee, employee, consultant or other business relation of Buyer to cease doing business with Buyer, to deal with any competitor of Buyer or in any way adversely interfere with its relationship with Buyer, provided that Buyer is in material compliance with Buyer’s obligations under the Supply Agreement;

except as provided in the Supply Agreement, cause, induce or attempt to cause or induce any customer, supplier, licensee, licensor, franchisee, employee, consultant or other business relation of Seller, on the Closing Date or within the year preceding the Closing Date, to cease doing business with Buyer, to deal with any competitor of Buyer, or to interfere with its relationship with Buyer in any way, provided that Buyer is in material compliance with Buyer’s obligations under the Supply Agreement; or

hire, retain or attempt to hire or retain any employee of Buyer or in any way interfere with the relationship between Buyer and any of their employees or independent contractors.

Nondisparagement. After the Closing Date, Seller will not disparage Buyer or any of Buyer’s shareholders, directors, members, managers, officers or employees, except as may be required in any dispute with respect to an Employee.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 7.3(a) through (c) is invalid or unenforceable, then the parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 7.3 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. This Section 7.3 is reasonable and necessary to protect and preserve Buyer’s legitimate business interests and the value of the Assets and to prevent any unfair advantage conferred on Seller.

Noncompetition. From the Closing and through October 2009, Buyer and Fortco Plastics shall not, anywhere in North America, directly or indirectly invest in, own, manage, operate, finance, control, advise, render services to or guarantee the obligations of any Person engaged in or planning to become engaged in conduct similar to the business of Seller (“Seller Competing Business”), provided, however, that Buyer and Fortco Plastics may purchase or otherwise acquire up to (but not more than) five percent (5%) of any class of the securities of any Person engaged in a Seller Competing Business (but may not otherwise participate in the activities of such Person) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Security Exchange Act of 1934, as amended.

Nonsolicitation. From the Closing and through October 2009, Buyer and Fortco Plastics shall not, directly or indirectly:

solicit the business of any Person who is a customer of Seller, for the purpose of providing goods or services which are similar to those provided by Seller immediately after Closing;

cause, induce or attempt to cause or induce any customer (other than a current customer of the Business), supplier, licensee, licensor, franchisee, employee other than an Employee, consultant or other business relation of Seller to cease doing business with Seller, to deal with any competitor of Seller or in any way adversely interfere with its relationship with Seller;

cause, induce or attempt to cause or induce any customer (other than customers of the Business), supplier, licensee, licensor, franchisee, employee other than an Employee, consultant or other business relation of Buyer, on the Closing Date or within the year preceding the Closing Date, to cease doing business with Seller, to deal with any competitor of Seller, or to interfere with its relationship with Seller in any way; or

hire, retain or attempt to hire or retain any employee of Seller, other than an Employee, or in any way interfere with the relationship between Buyer and any of their employees, other than an Employee, or independent contractors.

Nondisparagement. After the Closing Date, Buyer and Fortco Plastics will not disparage Seller or any of Seller’s shareholders, directors, officers, employees or agents.

Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 7.4(a) through (c) is invalid or unenforceable, then the parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 7.4 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. This Section 7.4 is reasonable and necessary to protect and preserve Seller’s legitimate business interests and the value of the Assets and to prevent any unfair advantage conferred on Buyer.

INDEMNIFICATION; REMEDIES

any Breach of any representation or warranty made by Seller or IEA in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.7, (iii) any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement;

any Breach of any covenant or obligation of Seller or IEA in this Agreement or in any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement;

any Liability arising out of the ownership or operation of the Business or the Assets prior to the Effective Time;

any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on their behalf) in connection with any of the Contemplated Transactions;

any product or component thereof manufactured at or shipped from the Real Property, or any services related to the Business provided by, Seller, in whole or in part, prior to the Closing Date;

any noncompliance with any fraudulent transfer law in respect of the Contemplated Transactions;

any Employee benefit plan established or maintained by Seller; or

any Retained Liabilities.

any Environmental, Health and Safety Liabilities arising out of or relating to: (i) the ownership or operation by any Person at any time on or prior to the Closing Date of any of the Assets or the Business, or (ii) any Hazardous Substances or other contaminants that were present on the Assets at any time on or prior to the Closing Date; or

any bodily injury (including illness, disability and death, regardless of when any such bodily injury occurred, was incurred or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use of real property) or other damage of or to any Person or any Assets in any way arising from or allegedly arising from any activity involving Hazardous Substances conducted by any Person with respect to the Business or the Assets prior to the Closing Date or from any Hazardous Substance that was (i) present or suspected to be present on or before the Closing Date on or at the Assets, as applicable (or present or suspected to be present on any other property, if such Hazardous Substance emanated or allegedly emanated from any Asset and was present or suspected to be present on any Asset, on or prior to the Closing Date) or (ii) Released or allegedly Released by any Person on or at any Asset at any time on or prior to the Closing Date.

Buyer will be entitled to control any Remedial Action, any Proceeding relating to an Environmental Claim and any other Proceeding with respect to which indemnity may be sought under this Section 8.3.

any Breach of any representation or warranty made by Buyer or Fortco Plastics in this Agreement or in any certificate, document, writing or instrument delivered by Buyer or Fortco Plastics pursuant to this Agreement;

any Breach of any covenant or obligation of Buyer or Fortco Plastics in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;

any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions;

any obligations of Buyer with respect to bargaining with the collective bargaining representatives of the Employees subsequent to the Closing; or

any Liability arising out of Buyer’s operation of the Business after the Effective Time.

If the Closing occurs, Seller and IEA shall have no liability for indemnification with respect to any Damages under Section 8.2 and 8.3 hereof until the aggregate of all Damages with respect to the matters covered thereby exceeds $50,000 (the “Liability Threshold”). After the Liability Threshold has been exceeded, Seller and IEA, jointly and severally, shall be responsible for all Damages in excess of the Liability Threshold, provided that the maximum amount of Damages in respect of which Seller and IEA, jointly and severally, shall have liability shall be, in the aggregate, up to $2.5 million (the “Indemnification Limit”).

Notwithstanding anything to the contrary set forth in subsection (a) above, the Indemnification Limit set forth above shall not apply to any claim by Buyer, Fortco Plastics or other Buyer Indemnified Persons with respect to any claim for indemnification based upon fraud.

Promptly after receipt by a Person entitled to indemnity under Section 8.2, 8.3 (to the extent provided in the last sentence of Section 8.3) or 8.4 (an “Indemnified Person”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an “Indemnifying Person”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person’s failure to give such notice.

If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 8.7(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be in appropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 8 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Person without the Indemnified Person’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person, (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its Consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person.

Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Affiliate other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld).

With respect to any Third-Party Claim subject to indemnification under this Article 8: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim.

With respect to any Third-Party Claim subject to indemnification under this Article 8, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its best efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

CONFIDENTIALITY

As used in this Article 9, the term “Confidential Information” includes any and all of the following information of the parties hereto that has been or hereafter may be disclosed in any form, whether in writing, orally, electronically or otherwise, or otherwise made available by observation, inspection or otherwise by any party hereto or its Representatives (collectively, a “Disclosing Party”) to any other party hereto or its Representatives (collectively, a “Receiving Party”):

all information that is a trade secret under applicable trade secret or other law;

all information concerning product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer hardware, Software and computer software and database technologies, systems, structures and architectures;

all information concerning the business and affairs of the Disclosing Party (which includes historical and current financial statements, financial projections and budgets, tax returns and accountants’ materials, historical, current and projected sales, capital spending budgets and plans, business plans, strategic plans, marketing and advertising plans, publications, client and customer lists and files, contracts, the names and backgrounds of key personnel and personnel training techniques and materials, however documented), and all information obtained from review of the Disclosing Party’s documents or property or discussions with the Disclosing Party regardless of the form of the communication; and

all notes, analyses, compilations, studies, summaries and other material prepared by the Receiving Party to the extent containing or based, in whole or in part, upon any information included in the foregoing.

Any trade secrets of a Disclosing Party shall also be entitled to all of the protections and benefits under applicable trade secret law and any other applicable law. If any information that a Disclosing Party deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Article 9, such information shall still be considered Confidential Information of that Disclosing Party for purposes of this Article 9 to the extent included within the definition. In the case of trade secrets, each party hereto hereby waives any requirement that any other party hereto submit proof of the economic value of any trade secret or post a bond or other security.

Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party, (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller or IEA with respect to Confidential Information of Seller or IEA (each, a “Seller Contact”) or an authorized representative of Buyer or Fortco Plastics with respect to Confidential Information of Buyer or Fortco Plastics (each, a “Buyer Contact”). Each of Buyer and Fortco Plastics, on the one hand, and Seller and IEA, on the other hand, shall disclose the Confidential Information of the other only to its Representatives who require such material for the purpose of evaluating the Contemplated Transactions and are informed by Buyer, Fortco Plastics, Seller or IEA, as the case may be, of the obligations of this Article 9 with respect to such information. Each of Buyer, Fortco Plastics, Seller and IEA shall (x) enforce the terms of this Article 9 as to its respective Representatives, (y) take such action to the extent necessary to cause its Representatives to comply with the terms and conditions of this Article 9 and (z) be responsible and liable for any breach of the provisions of this Article 9 by it or its Representatives.

Unless and until this Agreement is terminated, Seller and IEA shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 9.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller relating to any of the Assets.

From and after the Closing, the provisions of Section 9.2(a) above shall not apply to or restrict in any manner Buyer’s use of any Confidential Information of the Seller relating to any of the Assets.

GENERAL PROVISIONS

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO ANY OF ITS PRINCIPLES OF CONFLICTS OF LAWS OR OTHER LAWS WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

Notwithstanding anything to the contrary contained herein, any controversy or claim arising out of or relating to this Agreement, the breach thereof or the Contemplated Transactions, shall be resolved by binding arbitration in accordance with Commercial Arbitration Rules of the American Arbitration Association and administered by the American Arbitration Association. A judgment upon the award rendered by the arbitrator may be entered in any federal or state court having jurisdiction thereof. Any party hereto may, without inconsistency with this Agreement, seek from a court any interim or provisional relief that may be necessary to protect the rights or property of that Party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy). Any arbitration commenced by either Party shall be held in Pittsburgh, Pennsylvania. All aspects of the arbitration shall be treated as, and kept, confidential. Neither the parties hereto nor the arbitrator may disclose the existence, content, or results of the arbitration to any person or entity other than the parties thereto, except as necessary to comply with legal or regulatory requirements or to enforce an award.