STOCK PURCHASE AGREEMENT

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

 1

ARTICLE II SALE AND PURCHASE OF SHARES

11

2.1

Sale and Purchase of Shares

11

2.2

Purchase Price

11

2.3

Purchase Price Adjustment

13

2.4

Earn-Out

16

2.5

Purchase Price Escrow

18

2.6

Indemnification Escrow

18

ARTICLE III CLOSING AND DELIVERIES

20

3.1

Closing

20

3.2

Deliveries by Seller

20

3.3

Deliveries by Buyer

21

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER

22

4.1

Organization and Standing

22

4.2

Authorization, Validity and Effect

22

4.3

Capitalization

22

4.4

Amalco and Amalgamations

23

4.5

Title

24

4.6

Subsidiaries and Investments

24

4.7

No Conflict; Required Filings and Consents

24

4.8

Financial Statements

25

4.9

Taxes

25

4.10

Properties, Assets and Leases

28

4.11

Employee

30

4.12

Benefit Plans and Pension Plans

31

4.13

Material Contracts

32

4.14

Legal Proceedings

34

4.15

Related Party Transactions

34

4.16

Compliance with Laws

35

4.17

Environmental Matters

35

4.18

Insurance

36

4.19

Intellectual Property

36

4.20

No Brokers

37

4.21

Conduct of Business in Ordinary Course

37

4.22

Absence of Undisclosed Liabilities

37

4.23

Licenses and Permits

38

4.24

Illegal Payments

38

4.25

Accounts Receivable; Accounts Payable; Inventories

38

4.26

Customers and Suppliers.

39

4.27

Product Warranties; Product Liability

39

4.28

Material Misstatements or Omissions

39

4.29

Indebtedness

39

TABLE OF CONTENTS

(continued)

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER

 40

5.1

Investment Intent

40

5.2

Organization and Standing - Buyer

40

5.3

Authorization, Validity and Effect - Buyer

40

5.4

No Conflict; Required Filings and Consents - Buyer

40

5.5

Legal Proceedings - Buyer

41

5.6

Organization and Standing - Parent

41

5.7

Authorization, Validity and Effect - Parent

41

5.8

No Conflict; reqired Filins and Consents - Parent

41

5.9

Legal Proceedings - Parent

41

5.10

Brokers

42

ARTICLE VI COVENANTS AND AGREEMENTS

42

6.1

Interim Operations of the Company

42

6.2

Reasonable Access; Confidentiality

43

6.3

Filings; Other Action

44

6.4

Publicity

44

6.5

Records

45

6.6

Tax Matters

45

6.7

Notice of Developments

45

6.8

ITML Name

45

6.9

Financial Statement Updates

45

6.10

Tax Election

46

6.11

Parent Guarantee of Payment

46

6.12

Preparation of Pre-Closing Tax Returns; Amendments

46

6.13

Overpayment of Retired Indebtedness

47

ARTICLE VII CONDITIONS TO CLOSING

47

7.1

Conditions to Obligations of Seller and Buyer

47

7.2

Conditions to Obligation of Seller

47

7.3

Conditions to Obligation of Buyer

48

ARTICLE VIII INDEMNIFICATION

49

8.1

Indemnification Agreement

49

ARTICLE IX TERMINATION OF AGREEMENT

49

9.1

Termination

49

9.2

Effect of Termination

50

ARTICLE X MISCELLANEOUS AND GENERAL

50

10.1

Expenses

50

10.2

Successors and Assigns

50

10.3

Third Party Beneficiaries

50

10.4

Notices

51

10.5

Complete Agreement

52

10.6

Captions; References

52

10.7

Amendment

52

10.8

Waiver

52

TABLE OF CONTENTS

(continued)

10.9

Governing Law

52

10.10

Severability

52

10.11

Enforcement of Agreement

52

10.12

Further Assurances

53

10.13

Mutual Drafting

53

10.14

Consent to Jurisdiction and Service of Process

53

10.15

Counterparts

53

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 1.13

Approved CapEx

Schedule 1.16

Assumed Indebtedness

Schedule 1.111 (a)

Retired Indebtedness

Schedule 1.111 (b)

Liens re Retired Indebtedness

Schedule 1.72

Leased Real Estate

Schedule 2.2(d)

Working Capital Statement

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

Amalco Predecessors'and Amalco's Qualifications

Schedule 4.5

Liens

Schedule 4.6

Subsidiaries

Schedule 4.7(a) (ii)

No Conflict

Schedule 4.7(b)

Required Filings and Consents

Schedule 4.9

Taxes

Schedule 4.10(a)

Permitted Encumbrances

Schedule 4.10(b)

Personal Property Leases

Schedule 4.10(d)

Leased Real Estate Exceptions

Schedule 4.10(e)

Real Estate Exceptions

Schedule 4.11

Employees

Schedule 4.12

Benefit Plans

Schedule 4.13

Target Contracts

Schedule 4.14

Legal Proceedings

Schedule 4.15(a)

Related Party Transactions

Schedule 4.15(b)

Intercompany Transactions

Schedule 4.16

Compliance with Laws

Schedule 4.17

Environmental Matters

Schedule 4.18

Insurance

Schedule 4.19

Intellectual Property

Schedule 4.20

Brokers

Schedule 4.21

Conduct of Business in Ordinary Course

Schedule 4.23

Licenses and Permits

Schedule 4.25(b)

Accounts Payable

Schedule 4.25(c)

Inventory

Schedule 4.26(a)

Customers

Schedule 4.26(b)

Suppliers

Schedule 4.27(a)

Product Warranties

Schedule 4.27(b)

Product Liability Claims

Schedule 6.1

Interim Operations of Amalco

Schedule 7.3(i)

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 ("Seller"), MYERS INDUSTRIES, INC., an Ohio corporation ("Parent") and 2119188 ONTARIO INC., an Ontario corporation and wholly-owned subsidiary of Parent ("Buyer").

RECITALS:

        A.          Seller is the direct owner of One Million (1,000,000) common shares (the "Amalco Shares") of ITML Horticultural Products Inc., an Ontario corporation ("Amalco"), being all of the issued and outstanding shares in the capital of Amalco, and 2117548 Ontario Inc. ("Newco") is the direct owner of all the issued and outstanding shares of common stock (the "Lone Star Shares") of Lone Star Plastics, Inc., a Nevada corporation ("Lone Star"). Newco is a wholly-owned subsidiary of Seller.

        B.          Amalco was formed by Seller on the date hereof upon the amalgamation (the "Second Amalgamation") of ITML Finance Inc., an Ontario corporation, ("ITML Finance") with ITML Horticultural Products Inc., an Ontario corporation ("Initial Amalco"), which was previously formed on November 1, 2006 upon the amalgamation (the "Initial Amalgamation" and together with the Second Amalgamation, the "Amalgamations") of ITML Plastic Technology Incorporated, ("ITML Plastic") with its two wholly owned subsidiaries, ITML Horticultural Products Incorporated ("ITML Horticultural") and Dekka Resins Inc. ("Dekka"), and their wholly owned subsidiary Kord Products Inc. ("Kord"), all being Ontario corporations.

        C.          In a series of related transactions which included the Amalgamations, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Amalco Shares upon the terms set forth in this Agreement (the "Amalco Acquisition"). Contemporaneous with the closing of the Amalco Acquisition, Newco will sell to Parent the Lone Star Shares upon the terms set forth in a separate purchase and sale agreement relating to the Lone Star Shares (the "Lone Star 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:

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

        1.5     " Amalco " has the meaning set forth in the recitals to this Agreement, and any reference to Amalco shall include reference to each of the Amalco Predecessors.

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

        1.7     " Amalco Predecessors " means Initial Amalco, ITML Finance, ITML Plastic, ITML Horticultural, Kord and Dekka and " Amalco Predecessor " means any one of them.

        1.8     " Amalco Predecessors Financial Statements " has the meaning set forth in Section 4 .8

        1.9     " Amalco Predecessors Shares " means the issued shares in the capital of the Amalco Predecessors as described in Section 4.4.

        1.10    "Amalco Shares" has the meaning set forth in recital A to this Agreement.

        1.11    " Amalgamations " has the meaning set forth in the recitals to this Agreement.

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

        1.13    " Approved CapEx " means capital expenditures incurred by Amalco on or before October 31, 2006 and paid for between October 31, 2006 and the Closing Date as set forth on Schedule 1.13 , 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.

        1.14    "Approved CapEx Amount" means US$ 357,249.00.

        1.15    " 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.

        1.16    " Assumed Indebtedness " means that Indebtedness of Amalco set out in Schedule 1.16 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).

        1.17     " Benefit Plans " means all bonus, deferred compensation, incentive compensation, share purchase, share appreciation and share option, severance or termination pay, hospitalization or other medical benefits, life or other insurance, dental, disability, salary continuation, vacation, supplemental unemployment benefits, profit-sharing, mortgage assistance, employee loan, employee assistance, pension, retirement or supplemental retirement plan or agreement (including without limitation any defined benefit or defined contribution pension plan and any group registered retirement savings plan), and each other employee benefit plan or agreement (whether oral or written, formal or informal, funded or unfunded) sponsored, maintained or contributed to or required to be contributed to by Amalco or the Amalco Predecessors for the benefit of any of the directors, officers or Employees of Amalco or the Amalco Predecessors or former directors, officers or employees, specifically listed in Schedule 4.12 , whether or not insured and whether or not subject to any applicable Law, except that the term "Benefit Plans" shall not include any statutory plans with which Amalco or the Amalco Predecessors are or were required to comply, including without limitation the Canada/Quebec Pension Plan or plans administered pursuant to applicable provincial health tax, workers' compensation and unemployment insurance legislation ;

        1.18    " Business Day " means any day other than a Saturday, Sunday or other day that is a statutory holiday in the City of Toronto, in the Province of Ontario.

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

        1.20    " 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.

        1.21    " Canadian Earn-Out Amount " has the meaning set forth in Section 2 .4(e)

        1.22    " Canadian EBITDA Price Reduction " has the meaning set forth in Section 2.5(b) .

        1.23    " Canadian GAAP " means Canadian generally accepted accounting principles.

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

        1.25    " Closing " has the meaning set forth in Section 3 .1

        1.26    " Closing Date " has the meaning set forth in Section 3 .1

        1.27    " Confidentiality Agreement " has the meaning set forth in Section 6 .2(b).

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

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

        1.30    " 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.

        1.31    "Corporate Taxes" means i) any domestic or foreign, federal, provincial, state or local income tax, or ii) any credit issued or administered by the income tax authorities of any such federal, provincial, state or local government, including without limitation, Canadian Scientific Research and Experimental Development ("SR&ED") tax incentives.

        1.32    " Current Employees " means the employees of Amalco (formerly employees of the Amalco Predecessors) employed by Amalco on the date hereof and listed on Schedule  4.11;

        1.33    " Dekka " has the meaning set forth in the recitals to this Agreement.

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

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

        1.36    " Employees " means:

                     (a)     those Current Employees who are employed by Amalco at the Closing Date; and

                     (b)     any individual employed by Amalco on the Closing Date who was hired or was offered employment by Amalco or an Amalco Predecessor after the date hereof.

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

        1.38    " Environmental Claims " has the meaning set forth in Section 4 .17(a).

        1.39    " 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.

        1.40    " Environmental Reports " has the meaning set forth in Section 4 .17(e)

        1.41    " Escrow Agent " has the meaning set forth in Section2.2(c)(i) .

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

        1.43    " Final Assumed Indebtedness " has the meaning set forth in Section 2.3(b) .

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

        1.45    " Final Closing Cash " has the meaning set forth in Section 2.3(c) .

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

        1.47    " Final Working Capital " has the meaning set forth in Section 2.3(a) .

        1.48    " Final Working Capital Statement " has the meaning set forth in Section 2 .3(a).

        1.49    " Furnished Document " has the meaning set forth in Section 4.28 .

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

        1.51    " Governmental Authority " means any government or political subdivision of any government, whether federal, state, provincial, 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.

        1.52    " GST " means the goods and services tax levied under Part IX of the Excise Tax Act (Canada), as amended.

        1.53    " Hazardous Substance " means any pollutant, contaminant, substance, waste, 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 useable for fuel (or mixtures of natural gas and such synthetic gas), asbestos, or asbestos-containing materials, or polychlorinated biphenyls.

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

        1.55    " Inactive Employees " means those Employees who are absent from work on the Closing Date by reason of lay-off, short or long term disability or by reason of maternity leave or by reason of authorized leave of absence but for greater certainty does not include Employees who are absent from work on the Closing Date by reason of holiday, parental leave or scheduled day off .

        1.56    " Indebtedness " means all of the following of Amalco, 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 Amalco Predecessor or Amalco (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 Amalco Predecessor or Amalco; (x) all liabilities of the Amalco Predecessors or Amalco 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 Amalco Predecessor or Amalco, except to the extent otherwise constituting Indebtedness.

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

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

        1.59    " Initial EBITDA - Lawn & Garden Segment " has the meaning set forth in Section 2 .4(a)

        1.60    " Initial EBITDA - ITML Businesses " means the sum of US$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.

        1.61    " Initial Release Date " has the meaning set forth in Section 2 .6(c).

        1.62    " 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 Amalco Predecessor or Amalco 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).

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

        1.64    " ITML Businesses " means the businesses of Amalco and the Lone Star 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 Parent during such period(s).

        1.65    " ITML Finance " has the meaning set forth in the recitals to this Agreement.

        1.66    " ITML Horticultural " has the meaning set forth in the recitals to this Agreement.

        1.67    " ITML Plastic " has the meaning set forth in the recitals to this Agreement.

        1.68    " KeyBanc Capital Markets " has the meaning set forth in Section 4 .21.

        1.69    " Kord " has the meaning set forth in the recitals to this Agreement.

        1.70    " Lawn & Garden Segment " means the businesses of Parent'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 Parent during such period(s).

        1.71    " Laws " means any federal, state, provincial, 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.

        1.72    " Leased Real Estate " means the real property leased by any of Amalco Predecessors or Amalco pursuant to the leases described on Schedule 1.72, together with all rights and appurtenances pertaining to such leasehold estates, including, but not limited to, any right or interest of any Amalco Predecessor or of Amalco 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.

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

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

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

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

        1.77    " Lone Star Purchase Agreement" means the agreement under which Parent purchases the Lone Star Companies from Seller.

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

        1.79    " Mandatory Retention Amount " has the meaning set forth in Section 2 .6(d).

        1.80    " 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 Amalco 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 Amalco operates, (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.

        1.81    " 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.

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

        1.83    " Owned Personalty " has the meaning set forth in Section 4 .10(a).

        1.84    " Owned Real Estate " means parcels of land, 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 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.

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

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

        1.87    " Pending Claim Amount " has the meaning set forth in Section 2 .6(c).

        1.88    " Pension Plan " means each of the Benefit Plans that is a "Registered Pension Fund or Plan" as that term is defined in the Pension Benefits Act (Ontario) and subsection 248(1) of the Income Tax Act (Canada) or an equivalent plan under applicable legislation that governed an Amalco Predecessor or that governs Amalco, as listed on Schedule 4 .12;

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

        1.90    " Permitted Encumbrances " has the meaning set forth in Section 4 .10(a).

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

        1.92    " Pre-Closing Returns " has the meaning set forth in Section 6.12(a) .

        1.93    " Preliminary Assumed Indebtedness " has the meaning set forth in Section 2.2(e).

        1.94    " Preliminary Assumed Indebtedness Statement " has the meaning set forth in Section 2 .2(e).

        1.95    " Preliminary Closing Cash " has the meaning set forth in Section 2 .2(f)

        1.96    " Preliminary Cash Statement " has the meaning set forth in Section 2 .2(f)

        1.97    " Preliminary Working Capital " has the meaning set forth in Section  2.2(d).

        1.98    " Preliminary Working Capital Decrease " has the meaning set forth in Section  2.2(d)

        1.99    " Preliminary Working Capital Increase " has the meaning set forth in Section  2.2(d).

        1.100   " Preliminary Working Capital Statement " has the meaning set forth in Section  2.2(d).

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

        1.102   " Purchase Price " has the meaning set forth in Section 2 .2(a)

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

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

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

        1.106   " Related Party " has the meaning set forth in Section 4.9(h).

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

        1.108   " Release Agreement " has the meaning set forth in Section 3.2(g).

        1.109   " Restrictive Covenant Agreement " has the meaning set forth in Section 3.2(h).

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

        1.111   " Retired Indebtedness " means the Indebtedness of Amalco or any Amalco Predecessor set out in Schedule 1.111(a) , including any prepayment penalties, premiums or charges in respect thereof, determined as of the Closing Date, which will be paid out at Closing.

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

        1.113   " Seller's 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; 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.

        1.114   " 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.

        1.115   " Subsidiary Shares " has the meaning set forth in Section 4.6.

        1.116   " Survivorco " means ITML Products Inc., an Ontario corporation to be formed as of the Closing Date (immediately after the closing of the transactions contemplated by this Agreement) through the amalgamation of Buyer and Amalco. In the event that such amalgamation does not occur, any reference herein to Survivorco shall be deemed to be a reference to Buyer.

        1.117   " Target Contracts " has the meaning set forth in Section 4.13.

        1.118   " Target IP " means any Intellectual Property owned by any Amalco Predecessor or Amalco.

        1.119   " Target Working Capital " means Canadian $59.6 million at the Closing.

        1.120   "Tax Act" means the Income Tax Act (Canada) and the regulations promulgated thereunder,including the effect of any applicable tax treaty.

        1.121   " 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, Canada Pension Plan/Quebec Pension Plan and employment 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, fines 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.

        1.122   " Tax Refunds " means (i) all refunds of Corporate Taxes payable to Amalco or any of the Amalco Predecessors in respect of taxable periods which end prior to, or on the Closing Date and (ii) any other amounts payable to Amalco or any of the Amalco Predecessors 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.

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

        1.124   " 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.

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

        1.126   " Working Capital " has the meaning set forth in Schedule 2.2(d)

        1.127   " Year-End Financial Statements " has the meaning set forth in Section  4.8.

        1.128   " 2006 Adjusted EBITDA " has the meaning set forth in Section 2.5(b) .

        1.129   " 2006 Financial Statements " has the meaning set forth in Section 4.8.

ARTICLE II

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, or cause its Affiliates to sell, assign and transfer, the Amalco Shares to Buyer, and Buyer shall purchase the Amalco Shares, free and clear of all Liens.

        2.2     Purchase Price.

                     (a)     In full consideration for the Amalco 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) US$80.08 Million for the Amalco Shares; minus (B) the aggregate amount of the Retired Indebtedness; minus (C) the aggregate amount of the Preliminary Assumed Indebtedness of Amalco; plus (D) the aggregate amount of the Preliminary Closing Cash of Amalco; plus or minus (E) the Preliminary Working Capital Increase or the Preliminary Working Capital Decrease of Amalco and the Lone Star Companies, if any, as applicable; plus (F) the Approved CapEx Amount; (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 1.111(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 Amalco 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, confirmation that the obligee shall terminate any PPSA filings 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$5 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$3.6365 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, or by Parent on behalf of 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 Amalco, 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 working capital statement (the "Preliminary Working Capital Statement"), setting forth the pro forma calculation of the aggregate estimated amount of Working Capital of Amalco and the Lone Star Companies, on a combined basis, as of the Closing Date, (the "Preliminary Working Capital"). The Preliminary Working Capital Statement is to be prepared in accordance with Canadian GAAP applied on a consistent basis and the items set forth on Schedule 2.2(d) . If the Preliminary Working Capital is less than the Target Working Capital, then the Purchase Price to be paid by Buyer on the Closing Date will be decreased by the amount of such shortfall (a "Preliminary Working Capital Decrease"). If the Preliminary Working Capital is greater than the Target Working Capital, then the Purchase Price to be paid by Buyer on the Closing Date will be increased by the amount of such excess (a "Preliminary Working Capital Increase"). In either case, the amount of the shortfall or the amount of the excess shall be 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.

                     (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 Assumed Indebtedness Statement") setting forth an estimate of the aggregate amount of the Assumed Indebtedness of Amalco to be outstanding as of the Closing Date (the "Preliminary Assumed Indebtedness"), the obligees of such Indebtedness and the respective estimated amounts owed to each. 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.

                     (f)     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 Amalco 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)      Working Capital Statement . Within 90 days after the Closing Date, Survivorco shall cause to be prepared and delivered to Seller a draft working capital statement (the "Final Working Capital Statement"), setting forth the calculation of the aggregate actual amount of Working Capital of Amalco and the Lone Star Companies, on a combined basis, as of the Closing Date (the "Final Working Capital"). The Final Working Capital Statement is to be prepared in accordance with Canadian GAAP applied on a consistent basis and Schedule 2.2(d) .

                     (b)      Assumed Indebtedness Statement . Within 90 days after the Closing Date, Survivorco shall cause to be prepared and delivered to Seller a draft statement (the "Final Assumed Indebtedness Statement"), setting forth the actual aggregate amount of Assumed Indebtedness of Amalco 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.

                     (c)      Closing Cash Statement . Within 90 days after the Closing Date, Survivorco 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 Amalco 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.

                     (d)      Dispute . Within 30 days following receipt by Seller of the draft Final Working Capital Statement, the draft Final Assumed Indebtedness Statement or the draft Final Closing Cash Statement (each an "Adjustment Statement"), Seller shall deliver written notice to Survivorco of any dispute it has with respect to the preparation or content of such Adjustment Statement. If Seller does not notify Survivorco 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, Survivorco and Seller shall negotiate in good faith to resolve such dispute. If Survivorco and Seller, notwithstanding such good faith effort, fail to resolve such dispute within 30 days after Seller advises Survivorco of its objections, then Survivorco 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 Survivorco and Seller it has accepted the engagement and settled any outstanding terms of reference or procedure, Survivorco 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, Survivorco and Seller may submit to the Arbitration Firm and the other party a response to the other party's presentation. Survivorco and Seller shall cause the Arbitration Firm as soon as practicable thereafter to determine the Final Working Capital, 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 Working Capital Statement, the Final Assumed Indebtedness Statement and/or the Final Closing Cash Statement.

                     (e)      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.

                     (f)      Working Capital Adjustment .

                                 (i)     If the Final Working Capital (as finally determined pursuant to Section 2.3(d)) is less than the Preliminary Working Capital, then the Purchase Price will be adjusted downward by the amount of such shortfall, and Seller shall pay to Survivorco an amount of cash equal to such shortfall by wire transfer of immediately available funds to an account or accounts designated in writing by Survivorco. Such payment is to be made within 5 Business Days of the date on which the Final Working Capital is finally determined pursuant to Section  2.3(d) , shall include interest thereon at the rate of 5% per annum, calculated from the Closing Date to the date of payment and shall be 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 date of payment.

                                 (ii)    If the Final Working Capital (as finally determined pursuant to Section 2.3(d ) is greater than the Preliminary Working Capital, then the Purchase Price will be adjusted upward by the amount of such excess, and Survivorco shall pay to Seller an amount in cash equal to such excess by bank wire transfer of immediately available funds to an account designated in writing to Survivorco by Seller. Such payment is to be made within 5 Business Days from the date on which the Final Working Capital is finally determined pursuant to Section 2.3(d)) , shall include interest thereon at the rate of 5% per annum, calculated from the Closing Date to the date of payment and shall be 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 date of payment.

                     (g)      Assumed Indebtedness Adjustment .

                                 (i)     If the Final Assumed Indebtedness (as finally determined pursuant to Section 203(d)) 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 Survivorco an amount of cash equal to such excess by wire transfer of immediately available funds to an account or accounts designated in writing by Survivorco. 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(d) 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 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(d) ) is less than the Preliminary Assumed Indebtedness, then the Purchase Price will be adjusted upward by the amount of such shortfall, and Survivorco 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 Survivorco 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(d) 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 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.

                     h)      Closing Cash Adjustment .

                                 (i)     If the Final Closing Cash (as finally determined pursuant to Section 2.3(d) ) is greater than the Preliminary Closing Cash, then the Purchase Price will be adjusted upward by the amount of such excess, and Survivorco 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(d) 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 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(d) ) 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 Survivorco an amount in cash equal to such shortfall by bank wire transfer of immediately available funds to an account designated in writing by Survivorco. 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(d) 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 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.

                     (i)     In the event that after the Closing Date Survivorco receives any Tax Refunds, Survivorco shall promptly upon receiving the cash benefit of such Tax Refunds (whether as a cash payment or a credit against Tax liability for a taxable period beginning after the Closing Date) forward the amount of such cash benefit (net of Tax liability to Survivorco 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 Survivorco 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 Survivorco 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.

                     (j)     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.

                     (k)      Purchase Price Memorandum . Following the determination of each of the adjustments to the Purchase Price provided for in Sections 2.3(f) , 2.3(g), 2.3(h), 2.3(i) and 2.3(j) 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 Section2.2 , Seller shall be entitled to receive as additional consideration for the purchase of the Amalco 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, Parent 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 Parent not associated with actual costs assessed to operating subsidiaries of Parent (for clarification purposes, this calculation will include overhead charges of Parent that are directly associated with actual costs assessed to operating subsidiaries of Parent (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 0 sets forth an agreed upon metric for determining Initial EBITDA -Lawn & Garden Segment.

                     (b)      Resulting EBITDA . On or before February 28, 2009, Parent 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 Parent or its Affiliates that are not associated directly with the Lawn & Garden Segment, such as management fees or corporate overhead charges of Parent not associated with actual costs assessed to operating subsidiaries of Parent (for clarification purposes, this calculation will include overhead charges of Parent that are directly associated with actual costs assessed to operating subsidiaries of Parent (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 Parent 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 Parent, v) record all inter-company transactions between (A) the Lawn & Garden Segment and/or the ITML Businesses, and (B) other Affiliates of Parent, 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 Parent or its Affiliates after the Closing Date and prior to December 31, 2008. Schedule2.4(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 Parent of any dispute it has with respect to the preparation or content of such Statement. If Seller does not notify Parent 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, Parent and Seller shall negotiate in good faith to resolve such dispute. If Parent and Seller, notwithstanding such good faith effort, fail to resolve such dispute within 30 days after Seller advises Parent of its objections, then Parent 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 Parent and Seller it has accepted the engagement and settled any outstanding terms of reference or procedure, Parent 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, Parent and Seller may submit to the Arbitration Firm and the other party a response to the other party's presentation. Parent 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 Canadian 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 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 Pro-forma Combined Initial EBITDA and Resulting EBITDA and the resolution of any disputes thereunder.

                     (f)      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(c) ) if the Resulting EBITDA exceeds the Pro-forma Combined Initial EBITDA, then Survivorco shall pay to Seller an amount equal to the result of the following formula (such result, the "Canadian Earn-Out Amount"): the product of (A) the Resulting EBITDA less the Pro-forma Combined Initial EBITDA, multiplied by (B) six (6), and further multiplied by two hundred twenty five one-thousands (0.225) multiplied by (C) eight elevenths (0.7273). Survivorco shall pay to Seller an amount of cash equal to the Canadian 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 Survivorco to Seller pursuant to this