EXECUTION COPY ASSET PURCHASE AGREEMENT

Exhibit 2.1

EXECUTION COPY

ASSET PURCHASE AGREEMENT

by and among

EDGEN MURRAY CORPORATION

EDGEN MURRAY LLC

PETRO STEEL INTERNATIONAL, L.P.

PETRO STEEL INTERNATIONAL, LLC

and

Eric Berger

David Mullaney

John Ruttenberg

as

LIMITED PARTNERS

Dated April 11, 2007

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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EXHIBITS

SCHEDULES

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[The schedules, exhibits and annexes to this agreement have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule, exhibit or annex to this agreement to the Securities and Exchange Commission upon its request.]

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the " Agreement ") is made and entered into as of April 11, 2007, by and among Edgen Murray Corporation, a Nevada corporation ("Parent"), Edgen Murray LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (" Buyer "), Petro Steel International, L.P., a Pennsylvania limited partnership (" Petro Steel "), Petro Steel International, LLC, a Pennsylvania limited liability company (the " General Partner ," together with Petro Steel, the " Company "), and Eric Berger (" Mr. Berger "), David Mullaney (" Mr. Mullaney ") and John Ruttenberg (" Mr. Ruttenberg ," together with Mr. Berger and Mr. Mullaney, the " Limited Partners " and, together with Mr. Berger, Mr. Mullaney and the General Partner, the " Partners ").

RECITALS

A. WHEREAS, upon the terms and subject to the conditions set forth herein, the Company proposes to sell and transfer, and Buyer proposes to buy and assume, substantially all of the assets and certain liabilities of the Company.

B. WHEREAS, the Parent, the sole member of Buyer, the members of the General Partner and the Partners have authorized and approved the transactions contemplated hereby on the terms set forth in this Agreement.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and upon the terms and subject to the conditions hereinafter set forth, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I.

THE TRANSACTION

Section 1.1. Purchase and Sale of Acquired Assets; Assumed Liabilities .

(a) Purchase and Sale of Acquired Assets . Subject to the terms and conditions hereof, at the Closing, the Company shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from the Company, all of the Company’s right, title and interest in and to all the Company’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in either the Company’s books of account or financial statements, excluding only the Excluded Assets (as defined below) (the " Acquired Assets "), free and clear of any and all Encumbrances other than Permitted Encumbrances, including all of the following:

(i) all of the Company’s trade and other notes and accounts receivable, advance payments, deposits (including deposits on inventory), prepaid items and expenses, deferred charges, rights of offset and credits and claims for refund (other than Tax refunds to the extent not reflected as current assets in the calculation of Final Working Capital);

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(ii) all of the Company’s inventory of raw materials, work in process, parts, subassemblies and finished goods, wherever located and whether or not obsolete or carried on the Company’s books of account, in each case with any transferable warranty and service rights of the Company with respect to such Acquired Assets;

(iii) all of the Company’s vehicles, parts and supplies, and all other items of machinery and equipment, wherever located, in each case with any transferable warranty and service rights of the Company with respect to such Acquired Assets;

(iv) all of the Company’s furniture, fixtures, office equipment and supplies, computer hardware and software, stored data, communication equipment, trade fixtures and leasehold improvements, wherever located, in each case with any transferable warranty and service rights of the Company with respect to such Acquired Assets;

(v) all of the Company’s rights under contracts, agreements and purchase and sale orders, including all of the Company’s rights under any of its customer contracts and any contract renewal rights;

(vi) all of the Company’s rights under leases for real or personal property other than the Affiliate Lease;

(vii) all of the Company’s books, records, manuals, documents, books of account, correspondence, sales and credit reports, customer lists, literature, brochures, advertising or promotional material and the like; provided that the Company shall retain Tax Returns and shall provide copies of Tax Returns to Buyer;

(viii) all of the Company’s claims, choses in action, causes of action and judgments;

(ix) all of the Company’s goodwill and rights in and to the name "Petro Steel International, L.P." and "Petro Steel International, LLC" and in any other tradename, trademark, domain names, logo, design, slogan, tag line, fictitious name or service mark, or any variant of any of them, and any applications therefor or registrations thereof, and all any other forms of intellectual property or industrial property rights, including, any patents, copyrights, trade secrets or proprietary manufacturing processes, and any licenses, consents and other agreements relating thereto;

(x) any Permits issued to the Company to the extent their transfer is permitted by applicable Law; and

(xi) all insurance policies and benefits of the Company arising from or related to the Acquired Assets or Assumed Liabilities, including insurance rights and proceeds and including the Company’s accounts receivable credit insurance policy, rights and proceeds.

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Without limiting the generality of the foregoing, the Acquired Assets shall include all of the assets of the Company on the Balance Sheet (as defined in Section 3.6 hereof) and all assets acquired by the Company since the Balance Sheet Date (as defined in Section 3.6 hereof), except to the extent disposed of in the ordinary course of business since the Balance Sheet Date or except to the extent specifically identified herein as an Excluded Asset.

(b) Excluded Assets . Notwithstanding anything herein to the contrary, from and after the Closing, the Company shall retain all of its right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer to Buyer hereunder, and the Acquired Assets shall not include, solely the following assets and properties (such retained assets and properties being the " Excluded Assets "):

(i) all cash and cash equivalents, less an amount equal to the amount of any outstanding checks as of the Effective Time (" Cash ");

(ii) all rights of the Company under this Agreement and any Ancillary Agreement;

(iii) the Company’s books and records pertaining to the organization and existence of the Company; and

(iv) all Tax refunds of the Company to the extent not reflected as current assets in the calculation of Final Working Capital.

(c) Assumed Liabilities . Subject to the terms and conditions hereof, at the Closing, Buyer shall, pursuant to a Bill of Sale, Assignment and Assumption Agreement in the form of Exhibit A attached hereto (the " Assignment and Assumption Agreement "), assume and agree to fully pay, discharge, satisfy and perform, the following liabilities or obligations of the Company, except in each case to the extent any such liabilities or obligations (a) would have been performed, paid or otherwise discharged on or prior to the Closing Date, but for a breach or default by the Company or the Partners or (b) are Excluded Liabilities (the " Assumed Liabilities "):

(i) all of the liabilities and obligations of the Company to the extent reflected as current liabilities in the calculation of Final Working Capital;

(ii) all of the liabilities and obligations of the Company arising under or relating to any contract, lease, or agreement included in the Acquired Assets to the extent such liabilities and obligations relate to events or occurrences following the Closing Date; and

(iii) the Buyer’s portion of the Transfer Taxes as provided for in Section 9.2.

(d) Excluded Liabilities . Notwithstanding anything contained herein to the contrary, the Excluded Liabilities shall not be assumed by Buyer, but instead shall be retained, performed, paid and discharged by the Company. The term " Excluded Liabilities " as used herein means any and all liabilities or obligations of the Company or any of its affiliates of any nature, whether due or to become due, whether accrued, absolute, contingent or otherwise,

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existing on the Closing Date, or arising out of any transactions entered into or any state of facts existing, or the use, ownership, possession or operation of the Acquired Assets or the conduct of the Company’s business prior to the Closing Date, excepting only the Assumed Liabilities. Without limiting the foregoing, the Excluded Liabilities shall include the following:

(i) Except for real or personal property Taxes to the extent reflected as current liabilities in the calculation of Final Working Capital, any obligation or liability for Taxes incurred by the Company or the Partners for any period (or portion thereof) prior to the Closing Date, including the Company’s portion of the Transfer Taxes as set forth in Section 9.2 hereof, and any liability of the Company for the Taxes of another person under a contractual indemnity or covenant, as a transferee or otherwise under applicable Tax Laws, regulations or administrative rules;

(ii) any claim, obligation or liability in connection with or arising from or relating to any Excluded Asset, including any Taxes associated therewith;

(iii) any Debt;

(iv) any and all fees, costs and expenses (including legal fees and accounting fees) that have been incurred or that are incurred by Petro Steel, the General Partner or any Limited Partner in connection with the transactions contemplated by this Agreement, including all fees, costs and expenses incurred in connection with or by virtue of (a) the negotiation, preparation and review of this Agreement (including the exhibits and Disclosure Schedules hereto) and all agreements, certificates, opinions and other instruments and documents delivered or to be delivered in connection with the transactions contemplated by this Agreement, (b) the preparation and submission of any filing or notice required to be made or given in connection with any of the transactions contemplated by this Agreement, and the obtaining of any consent required to be obtained in connection with any of such transactions, and (c) the consummation of the transactions contemplated by this Agreement, including the fees due to Cobblestone Advisors and any retention bonuses, "success" fees, change of control payments and any other payment obligations payable as a result of the consummation of the transactions contemplated by this Agreement;

(v) any obligation or liability of the Company to its equity holders respecting dividends, distributions in liquidation, redemptions of interests, option payments or otherwise, any obligation or liability of the Company under the Affiliate Lease, and any liability of the Company pursuant to the agreements and arrangements set forth on Schedule 3.21 hereof;

(vi) any obligation or liability of the Company arising out of this Agreement and any Ancillary Agreement;

(vii) any obligation or liability arising out of or relating to any business or property formerly owned or operated by the Company, any affiliate or predecessor thereof, or by any of the Partners, but not presently owned and operated by the Company;

(viii) any liabilities or obligations under Benefit Plans;

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(ix) any obligation or liability of the Company or its predecessors arising out of any contract, agreement, Permit, franchise or claim that is not transferred to Buyer as part of the Acquired Assets or, subject to Section 1.1(e) hereof, is not transferred to Buyer because of any failure to obtain any third-party or governmental consent required for such transfer;

(x) any obligation or liability with respect to compensation or any Benefit Plan, or any other employee benefit of any nature (including, without limitation, any severance payments) owed to any Employees, former Employees, sales representatives, consultants, agents or independent contractors of Petro Steel or the General Partner (or any beneficiary of any such individual), whether or not employed by Buyer after the Closing, that (A) arises out of or relates to the employment, service provider or other relationship between Petro Steel or the General Partner and any such individual, or (B) arises out of or relates to events or conditions occurring on or before the Closing Date, including without limitation obligations to the Partners under the profit sharing plan of the Company;

(xi) any product liability or similar claim for injury to person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Petro Steel, the General Partner or their respective Affiliates or alleged to have been made by Petro Steel, the General Partner or their respective Affiliates or which arises out of or is based upon a theory of strict liability under Section 402A of the Restatement (2nd) of Torts or any similar or analogous provision of statutory or common law or which is imposed or asserted to be imposed by operation of law, in connection with any service performed or product manufactured, sold or leased by or on behalf of Petro Steel, the General Partner or their respective Affiliates, including any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for consequential damages, lost revenue or income;

(xii) any obligation or liability of the General Partner or Petro Steel asserted by or on behalf of any Limited Partner, Petro Steel (with respect to the General Partner) or the General Partner (with respect to Petro Steel), including obligations or liabilities for any breach of fiduciary duty and any breach of Petro Steel’s limited partnership agreement; and

(xiii) any Environmental Liability.

(e) Nonassignable Assets . Nothing in this Agreement shall be construed as an attempt to assign, and Buyer shall not assume any liabilities or obligations with respect to, any contract, lease, agreement or Permit intended to be included in the Acquired Assets that by applicable Law is non-assignable, or that by its terms is non-assignable without the consent of the other party or parties thereto to the extent such party or parties assert in writing that such assignment is a breach of such contract, lease or agreement, or as to which all the remedies for the enforcement thereof enjoyed by the Company would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement. Each of the Company and each of the Partners shall, at the request and under the direction of Buyer, take all reasonable actions (including the appointment of Buyer as attorney-in-fact for the Company) and do or cause to be done all such things as shall in the reasonable judgment of Buyer be necessary or proper (a) to assure that the rights and benefits of the Company under such contracts, leases, agreements or

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Permits shall be preserved for the benefit of Buyer and (b) to facilitate receipt of the consideration to be received by the Company in and under every such contract, agreement or Permit, which consideration shall be held for the benefit of, and shall be delivered to, Buyer. To the extent that Buyer is provided the rights and benefits of the Company under any such contracts, leases, agreements or Permits, Buyer shall perform for the benefit of the other parties thereto the obligations of the Company thereunder and pay, discharge and satisfy any related liabilities or obligations that, but for the terms of this Section 1.1(e), would constitute an Assumed Liability hereunder.

Section 1.2. Purchase Price; Payment .

(a) Aggregate Purchase Price . The aggregate purchase price for the Acquired Assets (the " Aggregate Purchase Price ") shall consist of:

(i) Twenty-Six Million Dollars ($26,000,000), less an amount equal to Final Customer Deposits;

(ii) if Final Working Capital is less than Eleven Million Dollars ($11,000,000) (the " Low Reference Amount "), then minus the amount by which Final Working Capital is less than the Low Reference Amount;

(iii) if Final Working Capital is greater than Thirteen Million Three Hundred Thousand Dollars ($13,300,000) (the " High Reference Amount "), then plus the amount by which Final Working Capital is greater than the High Reference Amount;

(iv) plus , 8,000 shares of Series A 8.5% Cumulative Compounding Preferred Stock of Parent (the " Preferred Stock ") having an aggregate liquidation preference of Eight Million Dollars ($8,000,000);

(v) plus , a promissory note dated the Closing Date in the original principal amount of Four Million Dollars ($4,000,000) in the form attached as Exhibit B , issued by the Parent (the " Note ");

(vi) plus any additional cash consideration payable in accordance with the terms and conditions of Exhibit 1.2 attached hereto (the " Earn Out "); and

(vii) plus the assumption of the Assumed Liabilities.

For the avoidance of doubt if Final Working Capital is equal to the Low Reference Amount, the High Reference Amount or a number in between the Low Reference Amount and the High Reference Amount, then no adjustment to the Aggregate Purchase Price is required pursuant to clause (ii) or (iii) above.

(b) Estimates of Working Capital and Customer Deposits . No later than two (2) and no earlier then five (5) Business Days prior to the Closing Date, the Company shall deliver to Buyer a written statement setting forth the Company’s good faith estimate of, and the components and calculation of, the Working Capital as of the Effective Time (" Estimated Working Capital ") and customer deposits as of the Effective Time (" Estimated Customer

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Deposits ") prepared in accordance with GAAP, together with a certificate signed by the Company to the effect that Estimated Working Capital and Estimated Customer Deposits were determined in good faith in accordance with the provisions of this Agreement. Buyer and its representatives shall have an opportunity to review and comment on the Estimated Working Capital and Estimated Customer Deposits delivered by the Company, which shall be subject to Buyer’s reasonable approval. Estimated Working Capital and Estimated Customer Deposits shall be adjusted as necessary on or prior to the Closing Date to reflect any adjustments reasonably requested by Buyer and satisfactory to the Company in its reasonable discretion.

(c) Payments at Closing.

(i) " Estimated Closing Cash Consideration " shall mean an amount equal to the sum of amounts referred to in clauses (i)-(iii) of Section 1.2(a) (assuming for purposes of such calculation that the Final Working Capital is equal to the Estimated Working Capital and that Final Customer Deposits are equal to the Estimated Customer Deposits).

(ii) At the Closing, Buyer shall pay and deliver:

(1) a portion of the Estimated Closing Cash Consideration in the amount of Three Million Dollars ($3,000,000) (the " Indemnity Escrow Amount ") into the Indemnity Escrow Fund (as defined in an Escrow Agreement in substantially the form attached hereto as Exhibit C (the " Escrow Agreement "), by and among Buyer, Petro Steel, the General Partner and PNC Bank, as escrow agent (the " Escrow Agent ")), by wire transfer of immediately available funds to an account that has been designated by the Escrow Agent, to be held subject to the terms thereof;

(2) a portion of the Estimated Closing Cash Consideration in the amount of One Million Dollars ($1,000,000) (the " Purchase Price Escrow Amount " and together with the Indemnity Escrow Amount, the " Escrow Amount ") into the Purchase Price Escrow Fund (as defined in the Escrow Agreement) by wire transfer of immediately available funds to an account that has been designated by the Escrow Agent, to be held subject to the terms thereof; and

(3) an amount equal to the Estimated Closing Cash Consideration less the Escrow Amount, to Petro Steel, as agent for itself and the General Partner, by wire transfer of immediately available funds to an account that has been designated by Petro Steel.

(iii) At the Closing, Parent shall issue and deliver the Preferred Stock and the Note to Petro Steel.

Section 1.3. Closing Statement; Working Capital Adjustment .

(a) Within ninety (90) days after the Closing Date, Buyer shall cause to be prepared and shall deliver to the Company a statement (the " Closing Statement ") setting forth in reasonable detail the Working Capital as of the Effective Time (" Closing Working Capital "), customer deposits as of the Effective Time (" Closing Customer Deposits "), and calculation of an amount equal to the sum of amounts referred to in clauses (i)-(iii) of Section 1.2(a) (the " Closing

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Cash Consideration "), prepared in accordance with GAAP consistently applied. The Closing Statement shall be accompanied by a certificate signed by Buyer to the effect that the Closing Statement has been prepared in good faith in accordance with the provisions of this Section 1.3.

(b) Each of the Company and Buyer agrees that it will, and it will use reasonable efforts to cause its respective affiliates, agents and representatives to, cooperate and assist in the preparation of the Closing Statement and the calculation of the Closing Working Capital, Closing Customer Deposits and the Closing Cash Consideration and in the conduct of the reviews and dispute resolution process referred to in this Section 1.3.

(c) During the 30-day period following the Company’s receipt of the Closing Statement, the Company and its independent accountants shall be permitted to review the working papers of Buyer and Buyer’s independent accountant (the " Independent Accountant ") relating to the Closing Statement; provided , that in order to review the Independent Accountant’s working papers, the Company and its independent accountants shall execute any confidentiality undertakings, releases, waivers or indemnities customarily required by the Independent Accountant in connection therewith. The Closing Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless the Company gives written notice of its disagreement with the Closing Statement (" Notice of Disagreement ") to Buyer prior to such date, which notice shall comply with this Section 1.3. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation, and (ii) include the Company’s calculation of the Closing Working Capital, Closing Customer Deposits and the Closing Cash Consideration. The Company shall be deemed to have agreed with all items and amounts included in the calculation of the Closing Working Capital, Closing Customer Deposits and the Closing Cash Consideration delivered pursuant to Section 1.3(a) except such items that are specifically disputed in the Notice of Disagreement.

During the 30-day period following the delivery of a Notice of Disagreement or such longer period as the Company and Buyer shall mutually agree, the Company and Buyer shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If, at the end of such 30-day period (or such longer period as mutually agreed by the Company and Buyer), the Company and Buyer have not so resolved such differences, the Company and Buyer shall submit the dispute for resolution to an independent accounting or valuation firm (the " Arbiter ") for review and resolution of any and all matters which remain in dispute and which were included in the Notice of Disagreement in accordance with this Section 1.3. The Arbiter shall be a mutually acceptable nationally recognized independent public accounting or valuation firm agreed upon by the Company and Buyer in writing; provided , that in the event the parties are not able to mutually agree on an accounting or valuation firm, the Arbiter shall be the Philadelphia, Pennsylvania office of PricewaterhouseCoopers. The Company and Buyer shall use reasonable efforts to cause the Arbiter to render a decision resolving the matters in dispute within 30 days following the submission of such matters to the Arbiter, or such longer period as the Company and Buyer shall mutually agree. The Company and Buyer agree that the determination of the Arbiter shall be final and binding upon the parties and that judgment may be entered upon the determination of the Arbiter in any court having jurisdiction over the party against which such determination is to be enforced; provided , that the scope of the disputes to be resolved by the Arbiter is limited to

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only such items included in the Closing Statement that the Company has properly disputed in the Notice of Disagreement. The Arbiter shall determine, based solely on presentations by the Buyer and the Company and their respective representatives, and not by independent review, only those issues in dispute specifically set forth on the Notice of Disagreement and shall render a written report as to the dispute and the resulting calculation of Closing Working Capital, Closing Customer Deposits and the Closing Cash Consideration which shall be conclusive and binding upon the parties. In resolving any disputed item, the Arbiter: (i) shall be bound by the principles set forth in, and shall calculate Closing Working Capital, Closing Customer Deposits and the Closing Cash Consideration in accordance with, this Section 1.3, (ii) shall limit its review to matters specifically set forth in and properly raised in the Notice of Disagreement and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees, costs, and expenses of the Arbiter (i) shall be borne by the Company in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by the Company (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by Buyer in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by the Company (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. The fees, costs and expenses of the Buyer’s independent accountants incurred in connection with the preparation of the Closing Statement and review of any Notice of Disagreement shall be borne by Buyer, and the fees, costs and expenses of the Company’s independent accountants incurred in connection with their review of the Closing Statement and preparation of any Notice of Disagreement shall be borne by the Company.

(d) Working Capital Adjustment .

(i) If Final Closing Cash Consideration, is greater than Estimated Closing Cash Consideration, then (x) within five (5) Business Days of the determination of Final Closing Cash Consideration, Buyer shall pay Petro Steel, as agent for itself and the General Partner, an amount equal to such excess, together with interest thereon from the Closing Date through the date of payment at the Interest Rate, by wire transfer of immediately available funds to an account or accounts designated by Petro Steel prior to the date when such payment is due and (y) the Purchase Price Escrow Amount shall be paid to Petro Steel, as agent for itself and the General Partner. Within two (2) Business Days of the determination of Closing Cash Consideration, Buyer and the Company shall deliver a Joint Direction (as defined in the Escrow Agreement) instructing the Escrow Agent to make the payments as contemplated by this Section 1.3(d).

(ii) If Final Closing Cash Consideration is less than Estimated Closing Cash Consideration, then the Company and the Partners shall pay or cause to be paid from the Purchase Price Escrow Fund to Buyer an amount equal to such deficiency, together with interest thereon from the Closing Date through the date of payment at the Interest Rate. Such payment shall be first distributed to Buyer from the Purchase Price Escrow Fund pursuant to the terms of the Escrow Agreement. If the Purchase Price Escrow Amount is less than the payment required under this clause, at Buyer’s option, any deficiency shall be paid out of the Indemnity Escrow Fund or by the Company and the Partners, on a joint and several basis. The remaining amount, if any, of the Purchase Price Escrow Amount shall be paid to Petro Steel, as agent for itself and the General Partner. Within two (2) Business Days of the determination of Final Closing Cash Consideration, Buyer and the Company shall deliver a Joint Direction instructing the Escrow Agent to make the payments as contemplated by this Section 1.3(d).

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(iii) Any payment required under this Section 1.3(d) not made by the applicable due date shall bear interest from the due date at the per annum rate which is 2% per annum in excess of the Interest Rate. " Interest Rate " shall mean the rate of interest published as the "Prime Rate" in the "Money Rates" column of the Eastern Edition of The Wall Street Journal calculated on the basis of a 365-day year and charged for the actual number of days elapsed.

ARTICLE II.

CLOSING

Section 2.1. Closing Date . The closing of the transactions contemplated hereby (the " Closing ") shall take place at the offices of Dechert LLP in Philadelphia, Pennsylvania beginning at 9 a.m. Philadelphia time on the later of April 30, 2007 and the third Business Day after all of the conditions set forth in Articles VI and VII have been satisfied (other than those conditions which by their nature are to be satisfied at Closing, but subject to the fulfillment or waiver of such conditions at the Closing), or at such other place, time, or date as Buyer and the Company may agree in writing (such time and date being referred to herein as the " Closing Date "). For financial accounting and tax purposes, to the extent permitted by Law, the Closing shall be deemed to have become effective as of the close of business on the Closing Date (the " Effective Time ").

Section 2.2. Closing Deliveries .

(a) Deliveries by Buyer to the Company . At the Closing, Buyer shall deliver or cause to be delivered the following to the Company:

(i) the Estimated Closing Cash Consideration in accordance with Section 1.2(b);

(ii) the Assignment and Assumption Agreement duly executed by Buyer;

(iii) the Escrow Agreement duly executed by Buyer;

(iv) a lease agreement between Buyer and Lombard Metals Corporation, a Pennsylvania corporation (" Lombard "), containing the terms set forth on Exhibit D hereto (the " Real Property Lease ") and otherwise in form and substance reasonably satisfactory to the parties thereto, duly executed by Buyer;

(v) the Preferred Stock;

(vi) the Note duly executed by the Parent;

(vii) A legal opinion of counsel for the Buyer addressed to Seller in the form of Exhibit E attached hereto; and

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(viii) such other agreements, certificates and documents as may be reasonably requested by the Company to effectuate or evidence the transactions contemplated hereby.

(b) Deliveries by the Company . At the Closing, the Company shall and the Partners shall cause the Company and Lombard to deliver or cause to be delivered the following to Buyer:

(i) the Bill of Sale and Assignment and Assumption Agreement duly executed by the Company;

(ii) the Escrow Agreement duly executed by Petro Steel and the General Partner;

(iii) the Real Property Lease duly executed by Lombard;

(iv) any other transfer documents, as may reasonably be requested by Buyer;

(v) a legal opinion of the Company’s counsel addressed to Buyer in the form attached as Exhibit F;

(vi) the consents from Governmental Authorities or third parties, if any, set forth on Schedule 3.3 or Schedule 3.19 of the Disclosure Schedules in forms reasonably acceptable to Buyer;

(vii) such lien releases or other written evidence reasonably satisfactory to Buyer, evidencing the release of all Encumbrances on the Acquired Assets that are not Permitted Encumbrances;

(viii) a certificate prepared in accordance with Treasury regulations section 1.1445-2 and dated as of the Closing Date certifying that Petro Steel is not a foreign person;

(ix) a certificate prepared in accordance with Treasury regulations section 1.1445-2 and dated as of the Closing Date certifying that the General Partner is not a foreign person; and

(x) such other agreements, certificates and documents as may be reasonably requested by Buyer to effectuate or evidence the transactions contemplated hereby.

(c) Deliveries by Parent and Mr. Mullaney . At the Closing, Parent and Mr. Mullaney shall deliver an employment agreement and a non-competition agreement in the forms attached hereto as Exhibit G (the " Employment Agreements "), each duly executed by Parent or Mr. Mullaney, respectively.

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Section 2.3. Contribution of the Preferred Stock . Immediately after the Closing, (x) Petro Steel shall contribute the Preferred Stock to the Equity Issuer in exchange for the Equity Securities, (y) Petro Steel shall execute and deliver a joinder to the limited partnership agreement of Equity Issuer, pursuant to which Petro Steel will become a limited partner of the Equity Issuer and owner of the Equity Securities, and (z) if applicable, Petro Steel and the Equity Issuer shall execute and deliver a registration rights agreement granting Petro Steel piggyback registration rights with respect to its securities to the same extent as such Equity Issuer has granted piggyback registration rights to holders of its equity securities who are institutional investors and who have invested $5 million or more in its equity securities.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE

COMPANY AND THE PARTNERS

The Company and each of the Partners jointly and severally represent and warrant to Buyer as follows:

Section 3.1. Organization . Petro Steel is a limited partnership, the General Partner is a limited liability company and each are duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania. Petro Steel and the General Partner have all requisite limited partnership or limited liability company power and authority to carry on its business as it now is being conducted and to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. Petro Steel and the General Partner are duly qualified to do business and is in good standing as a foreign limited partnership or a limited liability company, as applicable, in all jurisdictions listed on Schedule 3.1 of the Disclosure Schedules delivered by the Partners and the Company to Buyer in connection herewith (the " Disclosure Schedules "), which are the only jurisdictions where the nature of the property owned or leased by it or the nature of the business conducted by them makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. True and complete copies of the limited partnership agreement, the limited liability company operating agreement, certificate of formation or other similar organizational documents of the Company, all as amended to date, have been previously delivered to Buyer.

Section 3.2. Authority . The execution, delivery and performance by the Company, each Partner of this Agreement and the Ancillary Agreements to which the Company and each Partner is a party and the consummation by the Company and each Partner of the transactions contemplated hereby and thereby have been duly authorized by all necessary partnership action on the part of Petro Steel, and all necessary limited liability company action on the part of the General Partner and all necessary action on the part of each Limited Partner, as applicable. This Agreement has been, and each Ancillary Agreement to which the Company and each Partner is a party will be, duly and validly executed and delivered by the Company and each Partner, to the extent a party thereto, and constitutes, and will constitute, the valid and binding obligation of the Company and each Partner, as applicable, enforceable against the Company and each Partner, as applicable, in accordance with its respective terms except as such enforcement shall be limited by bankruptcy, insolvency, moratorium, or similar law affecting creditors’ rights generally and subject to general principals of equity.

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Section 3.3. No Conflict . The execution, delivery and performance by the Company and each of the Partners of this Agreement and the Ancillary Agreements to which the Company and each of the Partners is a party, and the consummation by the Company and each of the Partners of the transactions contemplated hereby does not and will not, with or without the giving of notice or the lapse of time, or both, (x) violate in any material respect any provision of any Law to which the Company or a Partner is subject, (y) violate any provision of the partnership agreement, limited liability company operating agreement or other governance documents of Petro Steel or the General Partner, if applicable, or (z) except as disclosed on Schedule 3.3 of the Disclosure Schedules, violate or result in a material breach of or constitute a default (or an event which might, with the passage of time or the giving of notice, or both, constitute a default) under, or require the consent of any third party under, or result in or permit the termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any material obligation under, or result in the creation or imposition of any Encumbrance of any nature whatsoever upon any assets or property or give to others any interests or rights therein under, any indenture, deed of trust, mortgage, loan or credit agreement, license, Permit, material contract, lease, or other material agreement, instrument or commitment to which the Company or a Partner is a party or by which the Company or a Partner may be bound or affected.

Section 3.4. Capitalization . The authorized and outstanding limited partnership, limited liability company interest or other equity interest of Petro Steel and the General Partner, as applicable, and the owners thereof is set forth on Schedule 3.4 of the Disclosure Schedules. Except as disclosed on Schedule 3.4 , there are outstanding no securities convertible into, exchangeable for or carrying the right to acquire equity securities of Petro Steel or the General Partner, or subscriptions, warrants, options, phantom equity interests, rights (including preemptive rights or equity appreciation rights), or other arrangements or commitments obligating Petro Steel or the General Partner to issue or dispose of any of its equity securities or any ownership interest therein.

Section 3.5. Subsidiaries . Petro Steel and the General Partner do not (i) directly or indirectly own any stock of, equity interest in, or other investment in any other corporation, joint venture, partnership, trust or other person or (ii) have any subsidiaries or any predecessors in interest by merger, liquidation, reorganization, acquisition or similar transaction, except for the General Partner’s ownership of 1% of the outstanding partnership interests in Petro Steel.

Section 3.6. Financial Statements; Undisclosed Liabilities . The books of account and related records of the Company fairly reflect in all material respects the Company’s assets, liabilities and transactions in accordance with GAAP. The (x) balance sheets of the Company as of December 31, 2006 and 2005 and the related statements of income and retained earnings and cash flows for the years ended December 31, 2006 and 2005, each of which have been audited by Gocial Gerstein, LLC, (y) balance sheet of the Company as of December 31, 2004 and the related statements of income and retained earnings and cash flows for the year ended December 31, 2004, which have been compiled by Gocial Gerstein, LLC, and (z) the unaudited balance sheet of the Company as of March 31, 2007 (the " Balance Sheet Date "), and the related statements of income and retained earnings and cash flows for the three-month period ended March 31, 2007 (the " Interim Financial Statements "), have been previously delivered to Buyer and (i) are true and correct in all material respects, (ii) were prepared in accordance with GAAP

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(except as specifically otherwise noted therein or, in the case of the Interim Financial Statements, except for the absence of footnotes), and (iii) present fairly the financial position, results of operations and cash flows of the Company as of such dates and for the periods then ended in accordance with GAAP. The unaudited balance sheet of the Company as of the Balance Sheet Date is attached hereto as Schedule 3.6.1 (the " Balance Sheet "). The Company does not have any liability or obligation of any nature, whether due or to become due, absolute, contingent or otherwise, except (a) to the extent reflected as a liability on the Balance Sheet, (b) liabilities incurred in the ordinary course of business consistent with past practice after the Balance Sheet Date and (c) liabilities disclosed on Schedule 3.6.2 attached hereto.

Section 3.7. Absence of Certain Changes or Events . Except as set forth on Schedule 3.7 of the Disclosure Schedules, since December 31, 2006, the Company has conducted its business only in the ordinary course consistent with past practice and there has not been a Material Adverse Effect. Without limiting the foregoing, except as set forth on Schedule 3.7 or as reflected in the Balance Sheet, since the Balance Sheet Date, the Company has not (a) purchased or redeemed any of its equity other than for cash, or granted or issued any option, warrant or other right to purchase or acquire any such equity, (b) incurred or discharged any liabilities or obligations (whether absolute, accrued, contingent or otherwise), except liabilities and obligations incurred or discharged in the ordinary course of business consistent with past practice, (c) encumbered any of its properties or assets, tangible or intangible, except for Encumbrances incurred in the ordinary course of business consistent with past practice, (d) granted any increase in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses consistent with past practice) or loan to, any officer, director, member, partner or employee of the Company (other than normal increases for employees averaging not in excess of five percent (5%) per annum made in the ordinary course of business and consistent with past practice), or any increase in, or any addition to, other benefits (including any bonus, profit-sharing, pension or other plan) to which any of the officers, directors, members, partners and employees may be entitled, or any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the ordinary course of business and consistent with past practice made pursuant to the Benefit Plans, or any other payment of any kind to or on behalf of any officer or employee other than payment of base compensation and reimbursement for reasonable expenses in the ordinary course of business consistent with past practice, (e) suffered any change or, to any of the Partners’ or the Company’s knowledge, received any threat of any change in any of its relations with, or any loss or, to any of the Partners’ or the Company’s knowledge, threat of loss of, any of the suppliers, clients, distributors, customers or employees that are material to the Company’s business, including any loss or change which may result from the transactions contemplated by this Agreement, (f) disposed of or has failed to keep in effect any rights in, to or for the use of any Permit material to the Company’s business, (g) changed any method of keeping of their respective books of account or accounting practices, (h) disposed of or failed to keep in effect any rights in, to or for the use of any of the Intellectual Property (as hereinafter defined) material to the Company’s business, (i) sold, transferred or otherwise disposed of any assets, properties or rights of the Company’s business, except inventory sold in the ordinary course of business consistent with past practice, (j) entered into any transaction, agreement or event outside the ordinary course of the conduct of the Company’s business or with any partner, member, officer, director or other affiliate of the Company or any "associates" (as defined in the rules and regulations of the Securities and Exchange Commission) of any of the forgoing, (k) made nor

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authorized any single capital expenditure in excess of $25,000, or capital expenditures in excess of $100,000 in the aggregate, (l) changed or modified in any manner its existing credit, collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable, respectively, including acceleration of collections of receivables, failure to make or delay in making collections of receivables (whether or not past due), acceleration of payment of payables or failure to pay or delay in payment of payables, (m) incurred any material damage, destruction, theft, loss or business interruption, (n) made any declaration, payment or setting aside for payment of any distribution (whether in equity or property) (except for cash tax distributions and cash distributions set forth on Schedule 3.7 ) with respect to any securities or interests of the Company, or (o) waived or released any material right or claim of the Company or incurred any modifications, amendments or terminations of any Contracts which are in the aggregate materially adverse to the Company or its business.

Section 3.8. Title; Condition and Sufficiency of Acquired Assets .

(a) The Company has good and marketable title to all of assets it purports to own (including those reflected on the Balance Sheet, but excluding any such assets and properties sold, consumed, or otherwise disposed of in the ordinary course of business since the Balance Sheet Date) free and clear of all Encumbrances, except (i) as set forth on Schedule 3.8.1 of the Disclosure Schedules, (ii) liens for Taxes not yet due and payable and (iii) in the case of real estate, minor imperfections of title, none of which, individually or in the aggregate, materially detracts from the value of the affected properties, or materially impairs the use of the affected properties in the manner such properties currently are being used or materially impairs the operations of the Company (Encumbrances marked with an asterisk (*) on Schedule 3.8.1 and Encumbrances of the type described in sub-clauses (ii) and (iii) of this Section 3.8(a) being the " Permitted Encumbrances "). At the Closing, the Company will convey the Acquired Assets to Buyer free and clear of any and all Encumbrances other than Permitted Encumbrances.

(b) Except as set forth on Schedule 3.8.2 of the Disclosure Schedules, the Acquired Assets are in good operating condition and repair (except for ordinary wear and tear and routine maintenance in the ordinary course of business), are adequate for the purposes for which they are presently used in the conduct of the Company’s business and are usable in a manner consistent with their current use, and comply with applicable Laws in all material respects. Except as set forth on Schedule 3.8.2 of the Disclosure Schedules, the Acquired Assets constitute all of the assets, properties and rights necessary for the operation of the Company’s business in the same manner in all material respects as the Company’s business is currently conducted.

Section 3.9. Real Property . The Company does not own and has never owned any real property.

Section 3.10. Leases; Leased Real Property .

(a) Schedule 3.10 sets forth a true, correct and complete list of all written or oral leases and subleases (the " Leases ") of real property to which the Company is a party (collectively, the " Leased Real Property "). The Company does not operate its business at any location other than those listed as Leased Real Properties on Schedule 3.10 . True, correct and

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complete copies of all Leases and all amendments, modifications and supplemental agreements thereto have previously been delivered by the Company to Buyer. The Leases are in full force and effect and are binding and enforceable against the Company and, to the knowledge of the Company and each of the Partners, each of the other parties thereto, in accordance with their respective terms and, except as set forth on Schedule 3.10 , have not been modified or amended since the date of delivery to Buyer. No party to any Lease has sent written notice to the other claiming that such party is in default thereunder and that such default remains uncured. Except as set forth on Schedule 3.10 , there has not occurred any event which would constitute a breach of or default in the performance of any covenant, agreement or condition contained in any Lease, nor has there occurred any event which with the passage of time or the giving of notice or both would constitute such a breach or default, except for breaches or defaults that are not material. There is no current or pending event or circumstance that would permit the termination of any of the Leases or the increase of any obligations, liabilities or restrictions of the Company under the Leases. Except as set forth on Schedule 3.10 , no construction, alteration or other leasehold improvement work with respect to any of the Leases remains to be paid for or to be performed by the Company. The Company does not have any obligations to provide deposits, letters of credit or other credit enhancements to retain its rights under the Leases or otherwise operate its business at the Leased Real Properties.

(b) The Company presently enjoys peaceful and undisturbed possession of its Leased Real Property sufficient for current use an