STOCK PURCHASE AGREEMENT

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

1

ARTICLE II SALE AND PURCHASE OF SHARES

10

2.1

Sale and Purchase of Shares

10

2.2

Purchase Price

10

2.3

Purchase Price Adjustment

12

2.4

Earn-Out

14

2.5

Purchase Price Escrow

16

2.6

Indemnification Escrow

17

ARTICLE III CLOSING AND DELIVERIES

18

3.1

Closing

18

3.2

Deliveries by Seller

18

3.3

Deliveries by Buyer

20

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF Seller AND                                          HOLDINGS

20

4.1

Organization and Standing

20

4.2

Authorization, Validity and Effect

21

4.3

Capitalization

21

4.4

Title

21

4.5

Subsidiaries and Investments

21

4.6

No Conflict; Required Filings and Consents

22

4.7

Financial Statements

22

4.8

Taxes

22

4.9

Properties, Assets and Leases

25

4.10

Employee Benefit Plans; Unions; Employees

27

4.11

Material Contracts

31

4.12

Legal Proceedings

33

4.13

Related Party Transactions

33

4.14

Compliance with Laws

34

4.15

Environmental Matters

34

4.16

Insurance

35

4.17

Intellectual Property

35

4.18

No Brokers

36

4.19

Conduct of Business in Ordinary Course

36

4.20

Absence of Undisclosed Liabilities

37

4.21

Licenses and Permits

37

4.22

Illegal Payments

37

4.23

Accounts Receivable; Accounts Payable; Inventories

37

4.24

Customers and Suppliers.

38

4.25

Product Warranties; Product Liability

38

4.26

Material Misstatements or Omissions

40

TABLE OF CONTENTS

(continued)

Page

4.27

Indebtedness

39

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER

39

5.1

Investment Intent

39

5.2

Organization and Standing

39

5.3

Authorization, Validity and Effect

39

5.4

No Conflict; Required Filings and Consents

39

5.5

Legal Proceedings

40

5.6

No Brokers

40

ARTICLE VI COVENANTS AND AGREEMENTS

40

6.1

Interim Operations of the Company

40

6.2

Reasonable Access; Confidentiality

42

6.3

Filings; Other Action

42

6.4

Publicity

43

6.5

Records

43

6.6

Tax Matters

43

6.7

Notice of Developments

44

6.8

Preparation of Pre-Closing Tax Returns

44

6.9

Overpayment of Retired Indebtedness

45

ARTICLE VII CONDITIONS TO CLOSING

45

7.1

Conditions to Obligations of Seller and Buyer

45

7.2

Conditions to Obligation of Seller

45

7.3

Conditions to Obligation of Buyer

46

ARTICLE VIII INDEMNIFICATION

47

8.1

Indemnification Agreement

47

ARTICLE IX TERMINATION OF AGREEMENT

47

9.1

Termination

47

9.2

Effect of Termination

48

ARTICLE X MISCELLANEOUS AND GENERAL

48

10.1

Expenses

48

10.2

Successors and Assigns

48

10.3

Third Party Beneficiaries

48

10.4

Notices

48

10.5

Complete Agreement

49

10.6

Captions; References

50

10.7

Amendment

50

10.8

Waiver

50

10.9

Governing Law

50

10.10

Severability

50

TABLE OF CONTENTS

(continued)

Page

10.11

Enforcement of Agreement

50

10.12

Further Assurances

50

10.13

Mutual Drafting

50

10.14

Consent to Jurisdiction and Service of Process

51

10.15

Counterparts

51

INDEX OF EXHIBITS

Exhibit A

Form of Escrow Agreement

Exhibit B

Form of Release Agreement

Exhibit C

Form of Indemnification Agreement

Exhibit D

Form of Restrictive Covenant Agreement

INDEX OF SCHEDULES

Schedule 1.11

Approved CapEx

Schedule 1.14

Assumed Indebtedness

Schedule 1.94(a)

Retired Indebtedness

Schedule 1.94(b)

Liens re Retired Indebtedness

Schedule 1.65

Leased Real Estate

Schedule 1.75

Owned Real Estate

Schedule 2.4(a)

Initial EBITDA - Lawn & Garden Segment

Schedule 2.4(b)

Resulting EBITDA

Schedule 2.6(e)

Indemnification Release Particulars

Schedule 4.1

Target Company Qualifications

Schedule 4.4

Liens

Schedule 4.5

Subsidiaries and Investments

Schedule 4.6(a)(ii)

No Conflict

Schedule 4.6(b)

Required Filings and Consents

Schedule 4.80

Taxes

Schedule 4.9(a)0

Permitted Encumbrances

Schedule 4.9(b)0

Personal Property Leases

Schedule 4.9(c)0

Owned Real Estate Exceptions

Schedule 4.9(d)0

Leased Real Estate Exceptions

Schedule 4.9(e)0

Real Estate Exceptions

Schedule 4.10(b)0

Target Benefit Plans

Schedule 4.10(b)(xiii)0

Withdrawal Liability

Schedule 4.10(c)0

Collective Bargaining and Labor Union Agreements

Schedule 4.10(d)0

Employees

Schedule 4.10(e)0

Labor Practices

Schedule 4.110

Company Contracts

Schedule 4.120

Legal Proceedings

Schedule 4.13(a)0

Related Party Transactions

Schedule 4.13(b)0

Intercompany Transactions

Schedule 4.140

Compliance with Laws

Schedule 4.150

Environmental Matters

Schedule 4.160

Insurance

Schedule 4.170

Intellectual Property

Schedule 4.180

Brokers

Schedule 4.190

Conduct of Business in Ordinary Course

Schedule 4.210

Licenses and Permits

Schedule 4.23(b)0

Accounts Payable

Schedule 4.23(c)0

Inventory

Schedule 4.24(a)0

Customers

Schedule 4.24(b)0

Suppliers

Schedule 4.25(a)0

Product Warranties

Schedule 4.25(b)0

Product Liability Claims

Schedule 6.10

Interim Operations of the Target Companies

Schedule 7.3(g)0

Resignations

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of December 27, 2006, is by and among ITML HOLDINGS INC., an Ontario corporation ("Holdings"), 2117548 ONTARIO INC. ("Seller") and MYERS INDUSTRIES, INC., an Ohio corporation ("Buyer").

RECITALS:

        A.        Holdings is the direct owner of all the issued and outstanding shares of common stock of Amalco (as defined below) (the "Amalco Shares") and the indirect owner through Seller, its wholly-owned subsidiary, of all the issued and outstanding shares of common stock (the "Lone Star Shares") of Lone Star Plastics, Inc., a Nevada corporation ("Lone Star").

        B.        In a series of related transactions, (i) Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Lone Star Shares (the "Lone Star Acquisition") upon the terms set forth in this Agreement. Contemporaneous with the closing of the Lone Star Acquisition, Holdings will sell to an affiliate of Buyer the Amalco Shares upon the terms set forth in a separate purchase and sale agreement relating to the Amalco Shares (the "Amalco Acquisition").

        NOW, THEREFORE, in consideration of the mutual promises and subject to the terms and conditions herein contained, and for other good and valuable consideration had and received, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Buyer hereby agree as follows:

ARTICLES I

DEFINITIONS

        For purposes of this Agreement:

        1.1.         Actions " means any action, suit or legal, administrative or arbitral proceeding, by or before any Governmental Authority.

        1.2.        " Adjustment Statement " has the meaning set forth in Section 2.3(c) .

        1.3.        " Affiliate " means, with respect to any Person, any Person which directly or indirectly Controls, is Controlled by or is under common Control with such Person.

         1.4.        " Affiliated Group " has the meaning set forth in Section 4.8(a) .

        1.5.        " Agreement " has the meaning set forth in the preamble to this Agreement.

        1.6.        " Amalco " means ITML Horticultural Products Inc., an Ontario corporation formed on the date hereof upon an amalgamation of ITML Finance Inc., an Ontario corporation, with ITML Horticultural Products Inc., an Ontario corporation, which was previously formed on November 1, 2006 through the amalgamation of ITML Plastic, ITML Horticultural, Kord and Dekka, and any reference to Amalco shall include reference to each such constituent company.

        1.7.        " Amalco Acquisition " has the meaning set forth in the recitals to this Agreement.

        1.8.        " Amalco Predecessors Financial Statements " means i) the audited consolidated balance sheets of ITML Plastic as of each of October 31, 2005 and October 31, 2004 and the related audited consolidated statements of income and cash flows for each of the years October 31, 2005 and October 31, 2004, and ii) the unaudited consolidated balance sheet of ITML Plastic as of September 30, 2006 and the related unaudited consolidated statements of income and cash flows for the eleven months then ended.

        1.9.        " Amalco Purchase Agreement " means the agreement under which 2119188 Ontario Inc., an Ontario corporation and wholly-owned subsidiary of Buyer purchases the outstanding capital stock of Amalco from Holdings.

        1.10.       " Amerikan " means Amerikan, LLC, a Florida limited liability company.

        1.11.       " Approved CapEx " means capital expenditures incurred by the Target Companies on or before October 31, 2006 and paid for between October 31, 2006 and the Closing Date as set forth on Schedule 1.11 , which schedule sets forth the amount of the capital expenditure liability, the nature of the expenditure, the date of incurrence of such liability and the date of payment of such liability.

        1.12.        " Approved CapEx Amount " means US$145,470.00.

        1.13.        " Arbitration Firm " means the firm of Grant Thornton LLP (Toronto office), and if such firm is unwilling or unable to serve in such capacity, Buyer and Seller shall select, within 10 days after notification that it is unwilling or unable to serve in such capacity, a mutually acceptable nationally or regionally recognized independent accounting firm to serve as an arbitration firm.

        1.14.        " Assumed Indebtedness " means that Indebtedness of some one or more of the Target Companies set out in Schedule 1.14 , determined as of the Closing Date which is not to be paid out at Closing (excluding any prepayment charges, penalties, and premiums related thereto that are not accrued as of the Closing Date), and which in the case of Indebtedness of Amerikan means 50% of the amounts thereof.

        1.15.        " Business Day " means any day other than a Saturday, Sunday or other day that is a statutory holiday under the federal Laws of the United States.

        1.16.        " Business Participants " means the employees and former employees of the Target Companies and their dependents and beneficiaries.

        1.17.        " Buyer " has the meaning set forth in the preamble to this Agreement.

        1.18.        " Buyer's Knowledge " means the actual knowledge of the five (5) most senior officers of Buyer, or which with reasonable diligence could reasonably be expected to be within the knowledge of such persons given their role or function.

        1.19.        " Cash and Cash Equivalents " means all cash and cash equivalents entered on the books and records of a Person.

        1.20.        " Closing " has the meaning set forth in Section 3.1 .

        1.21.        " Closing Date " has the meaning set forth in Section 3.1 .

        1.22.        " Code " means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

        1.23.        " Confidentiality Agreement " has the meaning set forth in Section 6.2(b) .

        1.24.        " Consents " means any consent, approval, authorization, qualification, waiver or notification of a Governmental Authority or any other Person.

        1.25.        " Controlled Group Member " has the meaning set forth in Section 4.10(a) .

        1.26.        " Contamination " means the presence, Release, threatened Release or migration of Hazardous Substances in air, soil, groundwater, surface water or sediments.

        1.27.        " Control " (including the terms "Controlled by " and "under common Control with"), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

        1.28.        " Corporate Taxes " means (i) any domestic or foreign, federal, provincial, state or local income tax, or (ii) any tax credit issued or administered by the income tax authorities of any such federal, provincial, state or local government.

        1.29.        " Dekka " means Dekka Resins Inc., an Ontario corporation.

        1.30.        " Dollars " or " $ " means currency of the United States of America unless otherwise provided herein.

        1.31.        " EBITDA Shortfall " has the meaning set forth in Section 2.5(b).

        1.32.        " Environment " means soil, ground water, surface water, stream sediments and ambient air.

        1.33.        " Environmental Claims " has the meaning set forth in Section 4.15(a) .

        1.34.        " Environmental Law " means any Law concerning pollution, human health and safety or protection of the Environment, including those relating to the presence, use, production, generation, handling, transportation, treatment, storage, discharge, release or disposal of Hazardous Substances, including, but not limited to, any Law establishing responsibility or liability for Contamination.

        1.35.        " Environmental Reports " has the meaning set forth in Section 4.15(e) .

        1.36.        " ERISA " means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

        1.37.         " Escrow Agent " has the meaning set forth in Section 2.2(c)(i) .

        1.38.         " Escrow Agreement " has the meaning set forth in Section 2.2(c)(i) .

        1.39.         " Final Assumed Indebtedness " has the meaning set forth in Section 2.3(a) .

        1.40.        " Final Assumed Indebtedness Statement " has the meaning set forth in Section 2.3(a) .

        1.41.        " Final Closing Cash " has the meaning set forth in Section 2.3(b) .

        1.42.        " Final Closing Cash Statement " has the meaning set forth in Section 2.3(b) .

        1.43.        " Furnished Document " has the meaning set forth in Section 4.26 .

        1.44.        " GAAP " means United States generally accepted accounting principles.

        1.45.        " Governmental Authority " means any government or political subdivision of any government, whether federal, provincial, state, local or foreign, or any agency or instrumentality of any such government or political subdivision of any government, or any federal, state, local or foreign court or arbitrator.

        1.46.        " Hazardous Substance " means "hazardous substances" as defined under 42 U.S.C. Section 9601 and as in effect on the Closing Date, and any other individual or class of pollutants, contaminants, chemicals, substances, wastes or materials defined, listed, regulated or identified under any Environmental Law, including but not limited to, petroleum, including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas), asbestos or asbestos containing materials, or polychlorinated biphenyls (PCBs).

        1.47.        " Holdings " has the meaning set forth in the preamble to this Agreement.

        1.48.        " Holdings' Knowledge " means the actual knowledge of Kees Hensen, Kleis Hensen, Ed Hensen, John Hensen or Rob Duncan, or which with reasonable diligence could reasonably be expected to be within the knowledge of such persons given their present or historical role or function with Seller or Holdings; provided, however , that the knowledge of Rob Duncan shall include only the actual knowledge of Rob Duncan since April 4, 2006 or any knowledge (whether before or after April 4, 2006) that Rob Duncan could reasonably be expected to have discovered with reasonable diligence as a result of his function with Seller or Holdings.

        1.49.        " HSR Act " means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

        1.50.        " Indebtedness " means all of the following of any Target Company, whether or not contingent: (i) all obligations to repay borrowed money, direct or indirect, assumed or guaranteed (including any principal, premium, accrued and unpaid interest, related expenses, prepayment penalties, commitment and other fees, sale or liquidity participation amounts, reimbursements, indemnities and all other amounts payable in connection therewith; (ii) all obligations for the deferred purchase price of capital assets (excluding normal trade terms for capital assets purchased in the ordinary course of business); (iii) all obligations under conditional sales or other title retention agreements; (iv) all reimbursement and other obligations under any letter of credit, banker's acceptance, currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device; (v) obligations evidenced by bonds (other than performance bonds), debentures, notes or other similar instruments or debt securities; (vi) all obligations arising from cash/book overdrafts; (vii) all obligations under capitalized leases; (viii) all obligations with respect to vendor advances or any other advances made to any Target Company (other than accounts payable in the ordinary course of business); (ix) any deferred purchase price obligations related to past asset or stock acquisitions by any Target Company; (x) all liabilities of the Target Companies arising from any breach of any of the foregoing; and (xi) all indebtedness of other Persons guaranteed or secured by any Lien or security interest on the assets of any Target Company, except to the extent otherwise constituting Indebtedness.

        1.51.        " Indemnification Agreement " has the meaning set forth in Section 8.1 .

        1.52.        " Indemnification Escrow Account " has the meaning set forth in Section 2.2(c)(i) .

        1.53.        " Initial EBITDA - Lawn & Garden Segment " has the meaning set forth in Section 2.4(a) .

        1.54.        " Initial EBITDA - ITML Businesses " means the sum of $18,333,333.00 less the EBITDA Shortfall; provided, however that the Initial EBITDA - ITML Businesses shall not be less than US$17,500,000.00

        1.55.        " Initial Release Date " has the meaning set forth in Section 2.6(c) .

        1.56.        " Intellectual Property " means all of the following in any jurisdiction throughout the world: all information (whether or not protectable by patent, copyright or trade secret rights); all fictional business names, trade names, trademarks (including common-law trademarks), service marks, art work, packaging, plates, emblems, logos, internet domain names, insignia and copyrights, and other proprietary rights to various words, slogans, symbols, logos and trade dress, including all registrations and applications for any of the foregoing, and all goodwill associated therewith; all domestic and foreign patents, patent applications and invention disclosures, industrial and utility models, industrial designs, petty patents, patents of importation, patents of addition, certificates of invention, and any other indicia of invention ownership issued or granted by a Governmental Authority including any reissue, re-examination, extension, division, continuation or continuation-in-part of any of the foregoing; all copyrights, applications for copyright registration, copyright registrations and moral rights, in both published works and unpublished works; all right, title and interest of any Target Company in, to and under licenses, sublicenses or other agreements providing any right or concession to use any information or intellectual property; all inventions, improvements, discoveries, know-how, trade secrets and confidential or proprietary information, including, without limitation, rights in customer lists, technical information, data, process technology, plans, drawings, schematics, flow charts, blue prints, manufacturing processes, formulae, recipes, designs, systems, specifications, forms, technical manuals, computer and software programs, product information and development, work-in-progress; all other intellectual property rights (in whatever form or medium).

        1.57.        " Investments " means any equity interest, directly or indirectly, in any other Person.

        1.58.        " ITML Businesses " means the businesses of Amalco and the Target Companies and, in respect of any period(s) after the Closing Date, includes such businesses in whatever form they are conducted by any Person that is an Affiliate of Buyer during such period(s).

        1.59.        " ITML Horticultural " means ITML Horticultural Products Inc., an Ontario corporation, formerly known as ITML Inc.

        1.60.        " ITML Plastic " means ITML Plastic Technology Inc., an Ontario corporation.

        1.61.        " KeyBanc Capital Markets " has the meaning set forth in Section 5.6 .

        1.62.        " Kord " means Kord Products Inc, an Ontario corporation.

        1.63.        " Lawn & Garden Segment " means the businesses of Buyer's Dillen Products division, Listo Products, Ltd. subsidiary and Productivity California, Inc., and, in respect of any period(s) after the Closing Date, includes such businesses in whatever form they are conducted by any Person that is an Affiliate of Buyer during such period(s).

        1.64.        " Laws " means any federal, state, local or foreign laws, statutes, codes, ordinances, regulations, rules, rulings, orders or requirements, including, without limitation, any building, zoning or fire laws or codes, or other legally enforceable requirement of any Governmental Authority.

        1.65.        " Leased Real Estate " means the real property leased by any Target Company pursuant to the leases described on Schedule 1.65 , together with all rights and appurtenances pertaining to such leasehold estates, including, but not limited to, any right or interest of any Target Company in and to adjacent streets, alleys, right-of-ways, easements, railroad sidetrack agreements, utility agreements, and any other rights or benefits relating to the land and improvements or structures located on such real estate, specifically including all buildings, and including, but not limited to, any boiler systems, plumbing systems, sanitary systems, fuel oil systems, sprinkler systems, fire and security protection systems, heating, ventilating and air conditioning systems, electrical systems, lighting systems, wiring, temperature controls, loading docks, dock levelers, railroad spur tracks, cranes, and any other fixtures presently located thereon.

        1.66.        " Liens " means any mortgage, lien, security interest, hypothecation, Option, pledge, adverse claim, interest, Tax assessment, charge or other encumbrance.

        1.67.        " Lone Star " has the meaning set forth in the recitals to this Agreement.

        1.68.        " Lone Star Acquisition " has the meaning set forth in the recitals to this Agreement.

        1.69.        " Lone Star Shares " has the meaning set forth in the recitals to this Agreement.

        1.70.        " Mandatory Retention Amount " has the meaning set forth in Section 2.6(d) .

        1.71.        " Material Adverse Effect " means any effect, individually or in the aggregate, that is materially adverse to the business, prospects, financial condition or results of operations of the Target Companies taken as a whole other than any effect resulting from (i) general economic conditions or developments or changes therein, (ii) conditions in the industries in which the Target Companies operate, (iii) the announcement of this Agreement or the transactions contemplated hereby, (iv) the compliance by Seller or its Affiliates with any covenants and agreements contained in this Agreement, (v) any actions taken or omitted to be taken by or at the written request or with the written consent of Buyer.

        1.72.        " Multiemployer Pension Plan " has the meaning set forth in Section 4.1(b)(xii) .

        1.73.        " Option " means any option, warrant, put, call, convertible or exchangeable security, subscription, preemptive right or voting trust or agreement, any agreement restricting sale or transfer, or other agreement or right of a similar nature.

        1.74.        " Orders " means any order, judgment, ruling, injunction, direction, demand, award, decree, or writ entered by or with any Governmental Authority.

        1.75.        " Owned Personalty " has the meaning set forth in Section 4.9(a) .

        1.76.        " Owned Real Estate " means those certain parcels of land legally described on Schedule 1.76 , together with buildings, structures and improvements located thereon, all rights and appurtenances pertaining to the foregoing, including, but not limited to, any right or interest of any Target Company, as the case may be, in and to adjacent streets, alleys, right-of-ways, easements, railroad sidetrack agreements, utility agreements, and any other rights or benefits relating to the land and improvements or structures located on such real estate, including, but not limited to, any boiler systems, plumbing systems, sanitary systems, fuel oil systems, sprinkler systems, fire and security protection systems, heating, ventilating and air conditioning systems, electrical systems, lighting systems, wiring, temperature controls, loading docks, dock levelers, railroad spur tracks, cranes, and any other fixtures presently located thereon.

        1.77.        " Pending Claim Amount " has the meaning set forth in Section 2.6(c) .

        1.78.        " Permits " means any license, permit, authorization, grant, approval, franchise, waiver, Consent, qualification or similar document or authority issued or granted by any Governmental Authority.

        1.79.        " Permitted Encumbrances " has the meaning set forth in Section 4.9(a) .

        1.80.        " Person " means any individual, sole proprietorship, partnership, corporation, limited liability company, joint venture, unincorporated society or association, trust or other entity or Governmental Authority.

        1.81.        " Preliminary Assumed Indebtedness " has the meaning set forth in Section 2.2(d) .

        1.82.        " Preliminary Assumed Indebtedness Statement " has the meaning set forth in Section 2.2(d) .

        1.83.        " Preliminary Closing Cash " has the meaning set forth in Section 2.2(e) .

        1.84.        " Preliminary Cash Statement " has the meaning set forth in Section2.2(e) .

        1.85.        " Proforma Combined Initial EBITDA " has the meaning set forth in Section 2.4(a) .

        1.86.        " Purchase Price " has the meaning set forth in Section 2.2(a) .

        1.87.        " Purchase Price Escrow Account " has the meaning set forth in Section 2.2(c)(ii) .

        1.88.        " Purchase Price Escrow Statement " has the meaning set forth in Section 2.5(b) .

        1.89.        " Real Estate " means all of the Owned Real Estate and Leased Real Estate.

        1.90.        " Release " means any spilling, spreading, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the Environment of any Hazardous Substance.

        1.91.        " Release Agreement " has the meaning set forth in Section 3.2(i) .

        1.92.        " Restrictive Covenant Agreement " has the meaning set forth in Section 3.2(i) .

        1.93.        " Resulting EBITDA " has the meaning set forth in Section 2.4(b) .

        1.94.        " Retired Indebtedness " means the Indebtedness of the Target Companies set out in Schedule 1.94(a) , including any prepayment penalties, premiums or charges in respect thereof, determined as of the Closing Date which will be paid out at Closing.

        1.95.        " Seller " has the meaning set forth in the preamble to this Agreement.

        1.96.        " Subsidiaries " of any Person means any other Person of which at least a majority of the outstanding shares or other equity interests having ordinary voting power for the election of directors or comparable managers of such other Person are at the time owned, directly or indirectly, by such first Person, by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.

        1.97.        " Subsidiary Shares " has the meaning set forth in Section 4.5 .

        1.98.         " Suntrust Letter of Credit " means documentary letter of credit BMTO88714OS, as heretofore renewed or replaced, issued by Bank of Montreal for the account of ITML Plastic, in the principal sum of $600,000.00, in favour of Suntrust Bank, Inc. as security for the obligations of Amerikan.

        1.99.        " Target Benefit Arrangements " has the meaning set forth in Section 4.1(a) .

        1.100.       " Target Benefit Plans " has the meaning set forth in Section 4.10(a) .

        1.101.       " Target Companies " means Lone Star, Texon Polymer Group Inc., a Texas corporation, Kord USA Inc., a South Carolina corporation, WhiteRidge and Amerikan.

        1.102.       " Target Contracts " has the meaning set forth in Section 4.11 .

        1.103.       " Target ERISA Plans " has the meaning set forth in Section 4.10(a) .

        1.104.       " Target IP " means any Intellectual Property owned by any Target Company.

        1.105.       " Tax " or " Taxes " means any and all taxes, including, without limitation, any domestic or foreign federal, provincial, state or local income, franchise, business, capital, occupation, sales/use, goods and services, manufacturer's excise, payroll, withholding, employment and unemployment, employer health tax, Canada Pension Plan / Quebec Pension Plan and unemployment insurance premiums, gross receipts, profits, social security, transfer, land transfer, registration, value added, alternative or add-on minimum, estimated, and personal and real property taxes and assessments (both general and special) and all other taxes or charges (including all interest, penalties and additions to Tax) measured, assessed, levied, imposed or collected by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or any other basis, including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person, as a result of being a member of a combined, consolidated, unitary, or affiliated group, a contractual obligation or otherwise.

        1.106.        " Tax Refunds " means (i) all refunds of Corporate Taxes payable to any of the Target Companies in respect of taxable periods which end prior to, or on the Closing Date and (ii) any other amounts payable to any Target Company in respect of taxable periods which end prior to, or on the Closing Date as the result of the utilization of credits in a Tax Return in respect of Corporate Taxes for a taxable period ending prior to, or on the Closing Date.

        1.107.       " Tax Returns " means all Tax returns (including information returns), statements, forms, elections, amendments, schedules and reports relating to Taxes.

        1.108.       " Tower Entities " means ITML Nevada Partnership, a Nevada limited partnership, ITML Nova Scotia Corp., a Nova Scotia unlimited liability company and ITML LLC, a Nevada limited liability company.

        1.109.       " Treasury Regulations " means regulations proposed or promulgated by the United States Department of Treasury under the provisions of the Code.

        1.110.       " U.S. Earn-Out Amount " has the meaning set forth in Section 2.4(e) .

        1.111.       " U.S. EBITDA Price Reduction " has the meaning set forth in Section 2.5(b) .

        1.112.       " WhiteRidge " means WhiteRidge Plastics, LLC, a North Carolina limited liability company.

        1.113.       " 2006 Adjusted EBITDA " has the meaning set forth in Section 2.5(b) .

        1.114.       " 2006 Financial Statements " means the unaudited consolidated balance sheet of ITML Plastic as of September 30, 2006 and the related unaudited consolidated statements of income and cash flows for the eleven months then ended.

1. 
   
   SALE AND PURCHASE OF SHARES

        2.1.          Sale and Purchase of Shares . Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign and transfer the Lone Star Shares to Buyer, and Buyer shall purchase the Lone Star Shares, free and clear of all Liens.

        2.2.           Purchase Price

                      (a)          In full consideration for the Lone Star Shares and subject to adjustment as provided in Section 2.3 and Section 2.4 , at the Closing, Buyer shall pay to Seller an aggregate amount in cash equal to (A) $30 Million for the Lone Star Shares; minus (B) the aggregate amount of the Retired Indebtedness; minus (C) the aggregate amount of the Preliminary Assumed Indebtedness of the Target Companies; plus (D) the aggregate amount of the Preliminary Closing Cash of the Target Companies; plus (E) the Approved CapEx Amount, if any (the resulting amount is referred to as the "Purchase Price").

                      (b)          Not less than 5 days prior to the Closing Date, Seller shall obtain from each obligee to the Retired Indebtedness, and in any event any secured party set forth on Schedule 1.94 (b) , a payoff letter and/or Lien release letter. Such letter shall include (i) the total amount of Indebtedness (including all principal, interest, premium, prepayment penalties and other fees owing on such amounts) owed by any Target Company to such obligee as of the date of the letter and a per diem amount through the Closing Date, (ii) payment instructions for wire transfer of such amount on the Closing Date, and (iii) if applicable, authorization for Buyer to terminate any financing statement relating to such Indebtedness upon payment of the amount specified in such letter. For purposes of determining the deduction for Retired Indebtedness in Section 2.2(a) above, the amount of Retired Indebtedness set forth in each payoff letter shall be converted, if necessary, to U.S. dollars by applying the exchange rate published in the Wall Street Journal for the close of business on the day immediately preceding the Closing Date.

                      (c)          On the Closing Date:

                                               (i)          US$1.875 Million of the Purchase Price shall be paid by Buyer to CIBC Mellon Trust Company (the "Escrow Agent") to be held in an escrow account (the "Indemnification Escrow Account") pursuant to the terms of the Escrow Agreement substantially in the form attached hereto as Exhibit A the ("Escrow Agreement") for the purpose of payment of any indemnification claim(s) owed by Seller or its Affiliates pursuant to the Indemnification Agreement;

                                               (ii)         US$1.3635 Million of the Purchase Price shall be paid by Buyer to the Escrow Agent) to be held in an escrow account (the "Purchase Price Escrow Account") pursuant to the terms of the Escrow Agreement for the purpose of payment of purchase price adjustment set forth in Section 2.5 ;

                                               (iii)        the remainder of the Purchase Price shall be paid by Buyer to Seller by wire transfer of immediately available funds, to an account or accounts designated by Seller not less than 5 days prior to the Closing Date; and

                                               (iv)         the aggregate amount of Retired Indebtedness shall be paid by Buyer on behalf of Lone Star, or by Lone Star out of funds provided to Lone Star by Buyer for the purpose, directly to each obligee thereof in accordance with the payoff letters provided pursuant to Section 2.2(b) above by wire transfer of immediately available funds, to an account or accounts designated by such obligee in such letter.

                      (d)          Not less than 5 days prior to the Closing Date, Seller shall cause to be prepared and delivered to Buyer a statement (the "Preliminary Assumed Indebtedness Statement") setting forth an estimate of the aggregate amount of the Assumed Indebtedness of the Target Companies to be outstanding as of the Closing Date (the "Preliminary Assumed Indebtedness"), the obligees of such Indebtedness, the respective estimated amounts owed to each and the amount of Assumed Indebtedness as of the Closing Date. The amount of the Preliminary Assumed Indebtedness shall be converted, if necessary, to U.S. dollars by applying the exchange rate published in the Wall Street Journal for the close of business on the day immediately preceding the Closing Date.

                      (e)          Not less than 5 days prior to the Closing Date, Seller shall cause to be prepared and delivered to Buyer a statement (the "Preliminary Cash Statement") setting forth an estimate of the aggregate amount of Cash and Cash Equivalents of the Target Companies to be outstanding as of the Closing Date (the "Preliminary Closing Cash"), the accounts and/or locations of such Cash and Cash Equivalents and the respective estimated amounts set forth in each account and/or location. The amount of the Preliminary Closing Cash shall be converted, if necessary, to U.S. dollars by applying the exchange rate published in the Wall Street Journal for the close of business on the day immediately preceding the Closing Date.

        2.3.          Purchase Price Adjustment

                      (a)          Assumed Indebtedness Statement . Within 90 days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a draft statement (the "Final Assumed Indebtedness Statement"), setting forth the actual aggregate amount of the Assumed Indebtedness of the Target Companies that was outstanding as of the Closing Date (the "Final Assumed Indebtedness") converted, if necessary, to U.S. dollars by applying the exchange rate published in the Wall Street Journal for the close of business on the day immediately preceding the Closing Date.

                      (b)          Closing Cash Statement . Within 90 days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a draft statement (the "Final Closing Cash Statement"), setting forth the actual aggregate amount of Cash and Cash Equivalents of the Target Companies that was outstanding as of the Closing Date (the "Final Closing Cash") converted, if necessary, to U.S. dollars by applying the exchange rate published in the Wall Street Journal for the close of business on the day immediately preceding the Closing Date.

                      (c)          Dispute . Within 30 days following receipt by Seller of the draft Final Assumed Indebtedness Statement or the draft Final Closing Cash Statement (each an "Adjustment Statement"), Seller shall deliver written notice to Buyer of any dispute it has with respect to the preparation or content of such Adjustment Statement. If Seller does not notify Buyer of a dispute with respect to an Adjustment Statement within such 30-day period, such Adjustment Statement will be final, conclusive and binding on the parties. In the event of such notification of a dispute, Buyer and Seller shall negotiate in good faith to resolve such dispute. If Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute within 30 days after Seller advises Buyer of its objections, then Buyer and Seller jointly shall engage the Arbitration Firm to resolve such dispute. As promptly as practicable thereafter, but in no event later than 20 days after the Arbitration Firm has notified Buyer and Seller it has accepted the engagement and settled any outstanding terms of reference or procedure, Buyer and Seller shall each prepare and submit a presentation to the Arbitration Firm and the other party. As soon as practicable thereafter, but in no event later than 10 days thereafter, Buyer and Seller may submit to the Arbitration Firm and the other party a response to the other party's presentation. Buyer and Seller shall cause the Arbitration Firm as soon as practicable thereafter to determine the Final Assumed Indebtedness and/or the Final Closing Cash having regard to the terms of this Agreement and the presentations of the parties. All determinations made by the Arbitration Firm, including matters of procedure to be followed if not provided for herein, will be final, conclusive and binding on the parties. The determination so made by the Arbitration Firm shall be incorporated into the Final Assumed Indebtedness Statement and/or the Final Closing Cash Statement.

                      (d)          Access . For purposes of complying with the terms set forth in this Section 2.3 , each party shall cooperate with and make available to the other parties and their respective representatives all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Adjustment Statements and the resolution of any disputes thereunder.

                      (e)          Assumed Indebtedness Adjustment .

                                               (i)          If the Final Assumed Indebtedness (as finally determined pursuant to Section 2.3(c) ) is greater than the Preliminary Assumed Indebtedness, then the Purchase Price will be adjusted downward by the amount of such excess, and Seller shall pay to Buyer an amount of cash equal to such excess by wire transfer of immediately available funds to an account or accounts designated in writing by Buyer. Such payment is to be made within 5 Business Days of the date on which the Final Assumed Indebtedness is finally determined pursuant to Section 2.3(c) and shall include interest thereon at the rate of 5% per annum, calculated from the Closing Date to the date of payment. The amount of such excess shall be converted, if necessary, to U.S. dollars by applying the exchange rate published in the Wall Street Journal for the close of business on the day immediately preceding the date of payment.

                                               (ii)         If the Final Assumed Indebtedness (as finally determined pursuant to Section 2.3(c) ) is less than the Preliminary Assumed Indebtedness, then the Purchase Price will be adjusted upward by the amount of such shortfall, and Buyer shall pay to Seller an amount in cash equal to such shortfall by bank wire transfer of immediately available funds to an account designated in writing to Buyer by Seller. Such payment is to be made within 5 Business Days from the date on which the Final Assumed Indebtedness is finally determined pursuant to Section 2.3(c) and shall include interest thereon at the rate of 5% per annum, calculated from the Closing Date to the date of payment. The amount of such shortfall shall be converted, if necessary, to U.S. dollars by applying the exchange rate published in the Wall Street Journal for the close of business on the day immediately preceding the date of payment.

                      (f)          Closing Cash Adjustment .

                                               (i)          If the Final Closing Cash (as finally determined pursuant to Section 2.3(c) ) is greater than the Preliminary Closing Cash, then the Purchase Price will be adjusted upward by the amount of such excess, and Buyer shall pay to Seller an amount of cash equal to such excess by bank wire transfer of immediately available funds to an account or accounts designated in writing by Seller. Such payment is to be made within 5 Business Days of the date on which the Final Closing Cash is finally determined pursuant to Section 2.3(c) and shall include interest thereon at the rate of 5% per annum, calculated from the Closing Date to the date of payment. The amount of such excess shall be converted, if necessary, to U.S. dollars by applying the exchange rate published in the Wall Street Journal for the close of business on the day immediately preceding the date of payment.

                                               (ii)         If the Final Closing Cash (as finally determined pursuant to Section 2.3(c) ) is less than the Preliminary Closing Cash, then the Purchase Price will be adjusted downward by the amount of such shortfall, and Seller shall pay to Buyer an amount in cash equal to such shortfall by bank wire transfer of immediately available funds to an account designated in writing by Buyer. Such payment is to be made within 5 Business Days from the date on which the Final Closing Cash is finally determined pursuant to Section 2.3(c) and shall include interest thereon at the rate of 5% per annum, calculated from the Closing Date to the date of payment. The amount of such shortfall shall be converted, if necessary, to U.S. dollars by applying the exchange rate published in the Wall Street Journal for the close of business on the day immediately preceding the date of payment.

                      (g)          In the event that after the Closing Date, Buyer or any Target Company receives any Tax Refunds, Buyer shall promptly upon receipt of the cash benefit of such Tax Refund (whether as a cash payment or a credit against Tax liability for a taxable period beginning after the Closing Date) forward, or cause the particular Target Company to forward, the amount of such cash benefit (net of Tax liability to Buyer or any Target Company, if any, in respect of taxable periods beginning after the Closing Date) to Seller by bank wire transfer of immediately available funds to an account designated in writing by Seller. If any portion of a Tax Refund is later reversed on audit or otherwise, Seller shall pay Buyer the amount of cash previously received by Seller on account of such Tax Refund, together with the amount of any Losses (as defined in the Indemnification Agreement) that Buyer, the Affiliated Group or a Target Company incurred in connection with such reversal. Any payments of such cash benefits arising from Tax Refunds to Seller shall be treated as adjustments to the Purchase Price to the extent permitted by applicable Law.

                      (h)          Any indemnification payment made pursuant to the Indemnification Agreement by a party to this Agreement will be treated as an adjustment to the Purchase Price.

                      (i)          Purchase Price Memorandum . Following the determination of each of the adjustments to the Purchase Price provided for in Sections 2.3(e) , 2.3(f), 2.3(g)or 2.3(h) hereof, the parties shall execute a memorandum setting out i) the adjustments so determined, ii) the Purchase Price after adjustment and iii) the means by which the adjustment to the Purchase Price was satisfied.

        2.4         Earn-Out . In addition to the amounts specified in Section 2.2 , Seller shall be entitled to receive as additional consideration for the purchase of the Lone Star Shares an earn-out payment determined in accordance with the following calculation and subject to the additional terms set forth in this Section 2.4 :

                      (a)          Pro-forma Combined Initial EBITDA . On or before February 28, 2007, Buyer shall cause to be prepared and delivered to Seller a draft statement setting forth (i) the Initial EBITDA - ITML Businesses, (ii) the EBITDA for the Lawn & Garden Segment for the twelve month period ended December 31, 2006 (the "Initial EBITDA - Lawn & Garden Segment"), and (iii) the aggregate combined amount of the Initial EBITDA - ITML Businesses and the Initial EBITDA - Lawn & Garden Segment (the amount calculated pursuant to clause (iii) being referred to as the "Pro-forma Combined Initial EBITDA"). For purposes of calculating the Initial EBITDA - Lawn & Garden Segment, EBITDA shall be prepared in accordance with GAAP, except that such EBITDA calculation shall i) exclude any charges that are not associated directly with the Lawn & Garden Segment, such as management fees or corporate overhead charges of Buyer not associated with actual costs assessed to operating subsidiaries of Buyer (for clarification purposes, this calculation will include overhead charges of Buyer that are directly associated with actual costs assessed to operating subsidiaries of Buyer (for example, but not by way of limitation, healthcare costs)) and ii) exclude restructuring charges relating to the Lawn & Garden Segment booked in calendar year 2006. Schedule 2.4(a) sets forth an agreed upon metric for determining Initial EBITDA -Lawn & Garden Segment.

                      (b)          Resulting EBITDA . On or before February 28, 2009, Buyer shall cause to be prepared and delivered to Seller a draft statement of the pro-forma EBITDA for the combined Lawn & Garden Segment and the ITML Businesses for the twelve month period ended December 31, 2008 (the "Resulting EBITDA"). The Resulting EBITDA is to be prepared in accordance with GAAP applied on a consistent basis, provided , however, that Resulting EBITDA for purposes of this calculation shall i) exclude any charges of Buyer or its Affiliates that are not associated directly with the Lawn & Garden Segment, such as management fees or corporate overhead charges of Buyer not associated with actual costs assessed to operating subsidiaries of Buyer (for clarification purposes, this calculation will include overhead charges of Buyer that are directly associated with actual costs assessed to operating subsidiaries of Buyer (for example, but not by way of limitation, healthcare costs), ii) exclude restructuring charges relating to the Lawn & Garden Segment booked in calendar year 2008, iii) exclude any revenue, expenses or other results of operations to the extent relating to any acquisitions by Buyer or its Affiliates after the Closing Date that are integrated into the Lawn & Garden Segment prior to December 31, 2008, iv) include pro-forma revenue, expenses or other results of operations of any part of the Lawn & Garden Segment or the ITML Businesses that has been transferred to or from another Affiliate of Buyer, v) record all inter-company transactions between (A) the Lawn & Garden Segment and/or the ITML Businesses, and (B) other Affiliates of Buyer, at fair market selling prices, and vi) include pro-forma revenue, expenses or other results of operations to the extent relating to any divestitures of operations in the Lawn & Garden Segment by Buyer or its Affiliates after the Closing Date and prior to December 31, 2008. Schedule 2.4(b) sets forth an agreed upon metric for determining the Resulting EBITDA .

                      (c)          Dispute . Within 30 days following receipt by Seller of the draft statement of Pro-forma Combined Initial EBITDA or the draft statement of Resulting EBITDA (each in this subparagraph (c) a "Statement"), Seller shall deliver written notice to Buyer of any dispute it has with respect to the preparation or content of such Statement. If Seller does not notify Buyer of a dispute with respect to a Statement within such 30-day period, such Statement will be final, conclusive and binding on the parties. In the event of such notification of a dispute, Buyer and Seller shall negotiate in good faith to resolve such dispute. If Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute within 30 days after Seller advises Buyer of its objections, then Buyer and Seller jointly shall engage the Arbitration Firm to resolve such dispute. As promptly as practicable thereafter, but in no event later than 20 days after the Arbitration Firm has notified Buyer and Seller it has accepted the engagement and settled any outstanding terms of reference or procedure, Buyer and Seller shall each prepare and submit a presentation to the Arbitration Firm and the other party. As soon as practicable thereafter, but in no event later than 10 days thereafter, Buyer and Seller may submit to the Arbitration Firm and the other party a response to the other party's presentation. Buyer and Seller shall cause the Arbitration Firm as soon as practicable thereafter to determine the Pro-forma Combined Initial EBITDA or the Resulting EBITDA, as the case may be, having regard to the terms of this Agreement and the presentations of the parties. All determinations made by the Arbitration Firm, including matters of procedure to be followed if not provided for herein, will be final, conclusive and binding on the parties. The amount so determined by the Arbitration Firm of the Pro-forma Combined Initial EBITDA or the Resulting EBITDA, as the case may be, shall be applied to determine the Earn-Out Amount in Section 2.4(e) .

                      (d)          Access . For purposes of complying with the terms set forth in this Section 2.4 , each party shall cooperate with and make available to the other party and its representatives all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Pro-forma Combined Initial EBITDA and Resulting EBITDA and the resolution of any disputes thereunder.

                      (e)          Earn-Out Calculation . Upon determination of the Pro-forma Combined Initial EBITDA and the Resulting EBITDA (each as finally determined pursuant to Section 2.4(a) ) if the Resulting EBITDA exceeds the Pro-forma Combined Initial EBITDA, then Buyer shall pay to Seller an amount equal to the result of the following formula (such result, the "U.S. Earn-Out Amount"): the product of (A) the Resulting EBITDA less the Initial EBITDA, multiplied by (B) six (6), and further multiplied by two hundred twenty five one-thousands (0.225) multiplied by (C) three elevenths (0.2727). Buyer shall pay to Seller an amount of cash equal to the U.S. Earn-Out Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Seller. Such payment is to be made on the later of (x) March 31, 2009 or (y) within 5 Business Days of the date on which the Pro-forma Combined Initial EBITDA and the Resulting EBITDA are finally determined pursuant to Section 2.4(c) . Such payment shall bear interest at 5% per annum from March 31, 2009 to the date of payment. If the Resulting EBITDA does not exceed the Pro-forma Combined Initial EBITDA, then no earn-out payment shall be due from Buyer to Seller pursuant to this Section 2.4 . From and after the date of payment of the U.S. Earn-Out Amount, if any, the term Purchase Price as used in this Agreement shall include such amount.

        2.5           Purchase Price Escrow

                      (a)          The funds deposited into the Purchase Price Escrow Account pursuant to Section 2.2(c)(ii) shall be retained by the Escrow Agent until Buyer and Seller shall give the Escrow Agent joint written instructions providing for its release.

                      (b)          Within 30 days following receipt by Buyer of audited consolidated financial statements of ITML Plastic for the year ended October 31, 2006, Buyer shall cause to be prepared and delivered to Seller a draft statement (the "Purchase Price Escrow Statement") setting forth (i) the consolidated EBITDA of ITML Plastic for the year ended October 31, 2006 less any Canadian Scientific Research and Experimental Development tax credits claimed by Amalco in the fourth quarter of the year ended October 31, 2006 (the "2006 Adjusted EBITDA"), (ii) the amount by which the 2006 Adjusted EBITDA is less than Canadian $16.8 million, if any and converted to U.S. dollars by applying the exchange rate published in the Wall Street Journal for the close of business on the day immediately preceding the Closing Date (the "EBITDA Shortfall") and (iii) a calculation of (A) the EBITDA Shortfall multiplied by (B) six and three tenths (6.3) multiplied by (C) three elevenths (0.2727) (such calculated amount the "U.S. EBITDA Price Reduction"). In the event that Seller disagrees with any of the information set forth in the Purchase Price Escrow Statement, Buyer and Seller shall resolve any such disagreement through the procedures and in the time frames set forth in Section 2.3(d) .

                      (c)          Upon final determination of the U.S. EBITDA Price Reduction pursuant to Section 2.5(b) , Buyer and Seller shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse from the Purchase Price Escrow Account (i) to Buyer an amount equal to the U.S. EBITDA Price Reduction less half of any fees and costs of the Escrow Agent relating to the Purchase Price Escrow Account and (ii) to Seller an amount equal to the resultant of US$1.3635 million less the Canadian EBITDA Price Reduction, and less the remaining half of any fees and costs of the Escrow Agent relating to the Purchase Price Escrow Account. The Escrow Agent shall be instructed to close the Purchase Price Escrow Account upon release of all funds held in such account. From and after the date of payment of the U.S. EBITDA Price Reduction to Buyer, if any, the term Purchase Price as used in this Agreement shall be reduced by such amount.

        2.6            Indemnification Escrow

                      (a)          The funds deposited into the Indemnification Escrow Account pursuant to Section 2.2(c)(i) shall be retained by the Escrow Agent either until Buyer and Holdings shall give the Escrow Agent joint written instructions providing for its release or until Escrow Agent is authorized to release such funds in accordance with Section 2.4(c) of the Escrow Agreement.

                      (b)          Upon final resolution by Buyer and Holdings of any Claim Notice (as defined in the Indemnification Agreement), Buyer and Holdings shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse from the Indemnification Escrow Account to Buyer, or the party specified in such instructions, the amount of any Losses set forth in such Claim Notice.

                      (c)          Subject to Section 2.6(d) below, on March 31, 2008 (the "Initial Release Date"), Buyer and Holdings shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse from the Indemnification Escrow Account, all funds, if any, remaining in the Indemnification Escrow Account (i) less an amount equal to the aggregate face amount of all Claim Notices (as defined in the Escrow Agreement) received by the Escrow Agent and not resolved prior to such date (a "Pending Claim Amount") and (ii) less the Mandatory Retention Amount (as defined below).

                      (d)          Notwithstanding Section 2.6(c) above, on the Initial Release Date the Indemnification Escrow Account shall have no less than US$4.2 Million (such amount, the "Mandatory Retention Amount") in funds plus all then Pending Claim Amounts. In the event that the funds in the Indemnification Escrow Account as of the Initial Release Date is less than the Mandatory Retention Amount, either (i) Buyer shall be entitled to direct such amount of the U.S. Earn-Out Amount as necessary to make the funds in the Indemnification Escrow Account equal to the Mandatory Retention Amount be deposited in the Indemnification Escrow Account at the time of payment of the U.S. Earn-Out Amount, if any, or (ii) Seller or Holdings shall promptly deposit into the Indemnification Escrow Account such amount as necessary to make the funds in the Indemnification Escrow Account equal the Mandatory Retention Amount.

                      (e)          On the dates set forth in Schedule 2.6(e) , Buyer and Holdings shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse from the Indemnification Escrow Account to Seller the amount specified on Schedule 2.6(e) to be released as of such date; provided, however , that no amount shall be released from the Indemnification Escrow Account as of such date unless the aggregate amount of all funds remaining in the Indemnification Escrow Account as of such date after release of such amount would equal or exceed the "Remaining Liability Amount" as set forth on Schedule 2.6(e) for such date; provided further , that if Seller or Holdings provides Buyer with evidence of Seller's or Holdings' actual payment of a tax liability for which an escrow amount was still retained in the Indemnification Escrow Account in accordance with Schedule 2.6(e) , then Parent and Holdings shall release such amount from the Indemnification Escrow Account prior to the scheduled release date.

                      (f)          On December 31, 2011, the Escrow Agent shall be authorized to disburse, without joint instructions from Buyer or Holdings, to the account of Seller designated in writing to the Escrow Agent for such purpose, all funds remaining in the Indemnification Escrow Account (i) less half of any fees and costs of the Escrow Agent relating to the Indemnification Escrow Account and (ii) less all Pending Claim Amounts. Buyer shall pay the remaining half of any fees and costs of the Escrow Agent relating to the Indemnification Escrow Account.

·  

CLOSING AND DELIVERIES

        3.1            Closing The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Benesch, Friedlander, Coplan & Aronoff LLP, 2300 BP Tower, 200 Public Square, Cleveland, Ohio 44114, at 10:00 a.m., local time, on January 9, 2007, or on such other date or at such other time and place as the parties shall mutually agree in writing (the "Closing Date"). Al