SUPPLY AGREEMENT

SUPPLY AGREEMENT (this “ Agreement ” ) dated as of March 20, 2009 by and between PERF-GO GREEN, INC., a Delaware corporation (“ Client ”) and STAR FUNDING, INC., a New York corporation (“ Supplier ”)

WHEREAS, Client engages in the business of development, marketing and selling of eco-friendly, non-toxic, food contact compliant, biodegradable plastic products, including without limitation bags, batteries, drop cloths, and other “green” products (the “Goods”), and

WHEREAS, Supplier is willing, on the terms and subject to the conditions hereinafter set forth, to supply such Goods to Client or provide financial accommodations to Client to enable it to purchase such Goods;

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereby agree as follows:

§ 1. Accommodations Offered by Supplier .

(a) On the terms and subject to the conditions set forth herein, Supplier may from time to time, at Client’s request but at Supplier’s sole discretion, take any one or more of the following actions (each, an “ Accommodation ”) :

(i)           arrange to purchase Goods from such vendors as Client may recommend that are satisfactory to Supplier (the “ Sellers ”) and supply such Goods to Client against payment by Client on an open account basis;

(ii)           cause one or more financial institutions (“ Issuers ”) to issue letters of credit ( “ Supplier Letters of Credit ” ) for its account in favor of one or more Sellers to support Supplier’s or Client’s payment obligations for Goods purchased from such Sellers;

(iii) make advances to Client in such amounts and on such terms as Supplier may determine in its sole discretion, for the purpose of financing Client’s acquisition of Goods and payment of the related Transaction Costs (as defined below); or

(iv) arrange to purchase from one or more financial institutions designated by Client ( “ Document Lenders ” ) documents covering Goods ordered by Client ( “ Documents ” ) and sell such Documents and the Goods they cover to Client against payment by Client on an open account basis;

(b)           Client intends to sell Goods supplied or financed by Supplier to Client’s customers ( “ Customers ” ) pursuant to written orders from the Customers ( “ Customer Orders ”) .

§ 2. Procedure for Requesting Accommodations .

(a)            Transaction Requests . If Client proposes to request that Supplier arrange to supply or finance the purchase of any Goods or a portion of the purchase price of any Goods, Client shall: (i) notify Supplier of the proposed transaction (the “ Transaction ” ) in writing; and (ii) furnish to Supplier: (A) a copy of the purchase order(s) proposed to be entered into by and between the Seller and Supplier or Client for the purchase of the Goods (the “ Supplier Order(s )” ) (B) copies of the corresponding Customer Orders that Client proposes to fill using the Goods (all of which shall be duly executed by Customers, shall be subject to confirmation by Supplier and shall allow for partial shipment and/or fulfillment if the Goods necessary to fill them are to be provided by more than one Seller), accompanied by such assignments (the “ Assignments ” ) as Supplier may require and remittance in full of all deposits made by Customers in connection with such Customer Orders, if any; (C) copies of any letters of credit that support Customer Orders ( “ Customer Letters of Credit ”) , which letters of credit (if any) must be issued or confirmed by domestic banks acceptable to Supplier, must be payable in U.S. Dollars at the New York counters of such domestic banks, and must be in form, substance and amount satisfactory to Supplier, together with evidence satisfactory to Supplier that such letters of credit have been amended as requested by Supplier in its sole discretion and have been transferred or assigned to Supplier, (D) a budget itemizing all costs related to such request ( “ Transaction Costs ” ) (including but not limited to: the invoice price of the Goods; shipping costs; freight costs; handling costs, insurance costs; customs and duties; taxes, storage charges; packaging costs; additional overhead costs and expenses; royalty payments, if any; and any other costs that may be incurred in connection with the sale of the Goods) and setting forth the estimated time to deliver the Goods to the Customer and the sale price of the Goods; (E) a specific description of each freight forwarder, shipping company, customs broker, warehouse and other person or entity that will provide services relating to the shipping or storage of the Goods (each of which shall be satisfactory to Supplier in its sole discretion and shall be referred to as a “ Logistics Company ”) , together with a description of the shipping and storage arrangements in detail satisfactory to Supplier (the “ Delivery Arrangements ” ) and triparty agreements in form and substance satisfactory to Supplier ( “ Triparty Agreements ”) , duly executed by each Logistics Company, (F) all documents specified on Exhibit “A” annexed hereto and incorporated herein by reference (other than documents that have been waived by Supplier), and (0) such other documents as Supplier may require in its sole discretion (all of the foregoing documents herein collectively called the “ Transaction Documents ”) . Supplier shall in no event consider supplying or financing the acquisition of Goods in a Transaction that (i) requires Supplier or Client to make any payment to a Seller (whether directly, under a letter of credit or otherwise) before the Goods are finished and ready for shipment or (ii) would give rise to a CR Receivable (as such term is defined in the Factoring Agreement, as hereinafter defined). Notwithstanding any other provision herein, Spectrum Bags, Incorporated is hereby deemed to be an approved Logistics Company.

(b)            Supplier’s Discretion . Client agrees that Supplier is not and shall not be obligated to purchase or finance Goods or take any other action requested by Client pursuant to this Section, and acknowledges that Supplier may reject any such request for any reason (or no reason) in its sole discretion.

(c)            Accounts . Client shall provide such documents and take such action as Supplier may require from time to time to ensure that Client has the unconditional and irrevocable right to assign each Customer Order and the related Account (as hereinafter defined), including the right to receive all payments in connection therewith, to Supplier. Client hereby grants to Supplier the right and authorizes Supplier (but agrees that Supplier shall have no obligation) to ship all Goods supplied or financed by it directly to the Customer, invoice the sale of the Goods to the Customer and assign the Accounts arising therefrom to Supplier, either in its capacity as Supplier hereunder or in its capacity as factor (in such capacity, the “ Factor ”) under the Factoring Agreement of even date herewith between Client and Factor (as it may be amended, restated, supplemented or otherwise modified from time to time, the “ Factoring Agreement ”) , on behalf of Client and in Client’s name. Client further agrees that such Accounts may be reassigned by any assignee. For the purposes of this Agreement, the term “ Accounts ” shall mean and include all accounts and all other obligations of Customers arising out of the sale and delivery of Goods pursuant to a Customer Order. All Accounts related to the Goods (and all invoices and other instruments and documents relating to such Accounts) shall (i) except as otherwise provided in the Factoring Agreement, state that all payments in respect of the Accounts are to be made directly to Supplier (in accordance with instructions to be provided by Supplier to Client and printed, stamped or otherwise indicated on the related invoices), and (ii) if Supplier so requires, be covered by one or more policies in form and substance, and in amounts, that are satisfactory to Supplier, issued by insurance companies that are acceptable to Supplier.

(d)            Related Costs and Expenses . If all the Transaction Documents relating to a contemplated Transaction are in form and substance acceptable to Supplier in its sole discretion, Client may request Supplier to provide an Accommodation and Supplier may, in its sole discretion, do so if it is satisfied with all other matters relating to such Transaction. At Supplier’s option, Supplier in its sole discretion may pay any Transaction Costs relating to such Transaction. Any amounts paid by Supplier in respect of the purchase price of the Goods, Transaction Costs and any and all other charges or expenses including, but not limited to any and all filing fees, costs of collection, legal fees, royalty payments and any and all other expenses, charges and fees incurred by Supplier to protect its title or interest in and to the Goods, any and all charges, commissions, fees, costs and expenses provided for in this Agreement and in any of the other Supplier Documents (as defined below) shall be paid to Supplier by Client upon demand.

(e)            No Assumption of Obligations . Client confirms and acknowledges that, notwithstanding anything to the contrary contained in this Agreement or any other document, Supplier has not assumed and will not assume or be or become liable for any of the obligations of Client to any Customer, Seller, Logistics Company or other person or entity, under any Transaction Document or otherwise, and Client shall remain fully liable for the performance of all such obligations. The assignment herein of the Customer Orders is executed only as security for the obligations of Client to Supplier; the execution and delivery of this Agreement shall not subject Supplier to, or in any way affect or modify the liability of Client under, any Customer Orders.

(f)             Title to Goods . Client acknowledges and agrees that Supplier shall hold good and marketable title to all Goods purchased by Supplier from a Seller at Client’s request or covered by Documents purchased by Supplier from a Document Lender at Client’s request, free and clear of any liens, encumbrances, claims and adverse interests of Client or any person or entity claiming through Client, other than as contemplated by that certain Subordination Agreement of even date herewith between Client, PERF Go-Green Holdings, Inc., Supplier, and certain third party lenders (as may be amended or modified from time to time, the “ Subordination Agreement ” ) and Client hereby expressly waives and releases, and expressly agrees that it will not assert, or permit any other person or entity to assert, any such liens, encumbrances, claims or adverse interests.

(g)            Delivery Arrangements . No Goods shall be shipped unless Supplier is satisfied with the Delivery Arrangements and approves them in writing. Unless Supplier otherwise directs in its sole discretion, the Delivery Arrangements shall provide that all Goods purchased or financed hereunder shall be handled by Logistics Companies that are acceptable to Supplier in its sole discretion and have executed and delivered Triparty Agreements and shall be shipped (at Supplier’s option in its sole discretion) directly to Client, Customer, Supplier, or a warehouse that is acceptable to Supplier. Supplier shall have no obligation to use, and Client shall not use, any Logistics Company that has not been approved in writing by Supplier.

(i)           Supplier retains the right at any and all times to ship Goods purchased or financed by it hereunder to any location designated by Supplier, and Client hereby agrees to accept the Goods at such location. Without limiting the generality of the foregoing, Supplier may ship the Goods directly to the Customer in Client’s name or its own name.

(ii)           Client shall pay all shipping charges related to the Transactions. At Supplier’s option, Client shall pay the shipping charges by: (a) prepaying such charges and providing evidence of same to Supplier; or (b) paying to Supplier, upon the execution and delivery of this Agreement and on Supplier’s demand from time to time thereafter, an amount sufficient in Supplier’s judgment to cover shipping charges relating to a request by Client for Goods, to be held in escrow by Supplier for payment against the shipping invoices; or (c) paying Supplier upon Supplier’s demand.

(i)             Invoices . Client shall issue, at Supplier’s request and at Supplier’s option as Supplier’s agent, invoices pursuant to the Customer Orders in such form as Supplier may in its sole discretion direct.

(j)             Supplier Letters of Credit . Client hereby agrees to reimburse Supplier immediately upon demand for any payment (including without limitation in respect of reimbursement, fees and charges) made or required to be made by Supplier to an Issuer in respect of a Supplier Letter of Credit issued by it. The obligation of Client to reimburse Supplier for payments under or in respect of Supplier Letters of Credit shall be unconditional and irrevocable and shall be paid under all circumstances including without limitation any of the following circumstances: (i) any lack of validity or enforceability of any Supplier Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which Client or Supplier may have at any time against a beneficiary or any transferee of any Supplier Letter of Credit (or any person or entity for whom any such transferee may be acting), or any other person or entity; (iii) any draft or other document presented under any Supplier Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the applicable Issuer under any Supplier Letter of Credit against presentation of a draft or other document which does not substantially comply with the tenns of such Supplier Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Client; (vi) any breach of this Agreement or any related instrument or document by any party thereto; or (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. As between Client and Supplier, Client assumes all risks of the acts and omissions of, or misuse of any Supplier Letters of Credit by the respective beneficiaries of such Supplier Letters of Credit. In furtherance and not in limitation of the foregoing, Supplier shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Supplier Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Supplier Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Supplier Letter of Credit to comply fully with any conditions required in order to draw upon such Supplier Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Supplier Letter of Credit or of the proceeds thereof~ (vii) the misapplication by the beneficiary of any such Supplier Letter of Credit of the proceeds of any drawing under such Supplier Letter of Credit; or (viii) any consequences arising from causes beyond the control of Supplier, and none of the above shall affect or impair, or prevent the vesting of, any of Supplier’s rights or powers hereunder.

§ 3. Inspection of Goods . Supplier, in its sole discretion, may arrange for a pre-shipment inspection of the Goods by an inspection company of its choice, or require Client to cause the Goods to be inspected by an independent quality control agency chosen by Client and approved by Supplier before Supplier pays for such Goods or for the Documents that cover such Goods or makes an advance or permits a drawing under a Supplier Letter of Credit that allows Client to pay for such Goods or related Documents. Supplier may consider waiving the requirement of an independent pre-shipment inspection of Goods by a third party if the Customer with respect to such Goods (i) nominates an independent inspector satisfactory to Supplier, in its sole discretion, or (ii) takes responsibility in writing for inspecting such Goods. A representative of Supplier or any individual designated by Supplier shall have access to inspect all Goods purchased or financed by Supplier hereunder at any and all times until they are delivered to Customer. Client shall pay all costs and fees incurred by Supplier in connection with the inspection and examination of such Goods immediately upon demand by Supplier.

§ 4. Purchase Price, Fees and Charges .

(a)            Purchase Price . In the event that Client requests that Supplier supply Goods to it, Client shall purchase such Goods from Supplier for a purchase price (the “ Purchase Price ” ) equal to the sum (without duplication) of (i) the total amount paid or to be paid by Supplier to Seller for the Goods, or the total amount paid or to be paid by Supplier to a Document Lender for Documents covering the Goods, plus (ii) the aggregate amount of Supplier’s obligations, whether absolute or contingent, under or in respect of any related Supplier Letters of Credit, plus (iii) all related Transaction Costs, bank fees and charges and inspection costs, plus (iv) all other amounts advanced by Supplier to Client or to a third party for Client’s benefit, plus (v) all other charges, costs, fees and expenses provided for in this Agreement (the sum of the amounts specified in clauses (i), (ii), (iii), (iv), and (v) above being herein referred to as the “ Expenses ”), plus (vi) the Margin. For this purpose, the term “ Margin ” means with respect to each request by Client for Supplier to supply or finance Goods under this Agreement, an amount equal to 2.0% of the total amount of Expenses relating to such Goods for each 30-day period (or portion thereof), commencing on the earliest Supplier Acquisition Date (as defined below) with respect to such Goods and continuing until the date on which all Accounts in respect of such Customer Invoice have been factored and funded in full under the Factoring Agreement or otherwise paid in full in cash. The term “ Supplier Acquisition Date ” means, with respect to any Goods, the date on which Supplier first incurs an obligation (whether absolute or contingent) to purchase such Goods or any exposure with respect to such purchase (whether by placing a purchase order, by issuing or causing the issuance of a letter of credit, by making an advance, or for any other reason). The Purchase Price, and all other obligations of Client to Supplier, shall be paid by Client to Supplier immediately upon demand.

(b)            Letter of Credit Fees . In the event that Supplier obtains a Supplier Letter of Credit, Client shall pay to Supplier (i) a fee equal to 0.25% of the face amount of such Supplier Letter of Credit, payable (A) on the first day of each 90-day period (or portion thereof) that such Supplier Letter of Credit is outstanding and (B) on any date on which such Supplier Letter of Credit is renewed, extended or cancelled, (ii) a fee equal to 0.25% of the face amount of each draft presented under such Supplier Letter of Credit, payable on the date such draft is presented to the Issuer thereof, and (iii) any additional fees, charges, costs, expenses or other amounts charged by the Issuer thereof

(c)            Maximum Amount . Notwithstanding any provision to the contrary contained herein, if a court of competent jurisdiction should deem any portion of the Purchase Price or any commissions, costs, fees or charges provided for in this Agreement to be interest and such interest is deemed by such court to be in excess of the maximum contract rate permitted by the applicable usury law, the provisions of this subsection (c) shall govern and control and neither Client nor any Guarantor (as hereinafter defined) shall be liable to pay the amount of such interest to the extent that it is in excess of the maximum interest rate permitted by law, any such excess which may have been received by Supplier shall be either applied against the then unpaid obligations of Client to Supplier (other than any such obligations that are deemed to be excessive interest as aforesaid) or at Supplier’s option refunded to Client, and any portion of the Purchase Price or any commissions, costs, fees or charges deemed to be interest by such court shall be automatically reduced to the maximum interest rate allowed by law.

(d)            Shortfall . Client hereby agrees that, notwithstanding anything to the contrary contained herein or in any other Transaction Document, in the event that the aggregate principal amount of all advances Factor expects to make under the Factoring Agreement on accounts receivable arising from the sale of Goods supplied or financed by Supplier in a particular Transaction is less than the total anticipated Supplier Exposure for such Transaction (the amount by which it is less, herein called the “ Shortfall ”), Client shall remit to Supplier immediately upon demand and as a condition to Supplier’s providing the Accommodation requested by Client in connection with such Transaction, cash collateral in an amount equal to or exceeding the Shortfall. Client further agrees that Supplier may, at its option, charge the amount of the Shortfall to Client’s account with the Factor.

§ 5. Sale of Goods . Client shall deliver Goods to each Customer in accordance with (i) its customary business practice; (ii) the terms and conditions of the relevant Customer Order; (iii) the terms and conditions of any Triparty Agreement; (iv) the terms and conditions of the Factoring Agreement; and (v) the terms and conditions of this Agreement. In the event that Supplier delivers or arranges for the delivery of Goods directly to a Customer, then simultaneously with such delivery Supplier shall, under the following terms and conditions, sell such Goods to Client to allow Client to deliver the Goods pursuant to the Customer Order.

(a)            Accounts . Client represents and warrants with respect to all Accounts that (A) each such Account will: (i) cover a bona fide sale and delivery of merchandise usually dealt in or sold by Client or the rendition of services to customers in the ordinary course of Client’s business; (ii) cover merchandise or services which have been received and will be accepted by the respective Customer without dispute or claim of any kind or nature; (iii) not represent a consignment, “guaranteed return” or other type of conditional sale; (iv) be for a liquidated amount maturing as stated iii the respective invoice covering said sale and Client’s assignment thereof to Supplier; (v) be absolutely enforceable against the respective Customer free and clear of any condition, offset, deduction, counterclaim, lien or encumbrance except in favor of the Factor; and (B) at the time of assignment of each such Account Client shall not be aware of anything detrimental to the relevant Customer’s credit. Client hereby represents that it will not re-date any sale or invoice without Supplier’s prior written approval.

(b)            Supplier Payments . Except as otherwise provided in the Factoring Agreement, Client will cause each Customer to pay all amounts generated from all Accounts directly to Supplier. Any payment to which Supplier is entitled with respect to any sale of Goods is herein referred to as a “ Supplier Payment ” .

(c)            Supplier’s Property . Except as otherwise provided in the Factoring Agreement or  the Subordination Agreement, all Accounts shall remain the sole property of Supplier unless and until all Supplier Payments have been paid in full to Supplier.

(d)            Turnover of Payments; Deficiency . Any amount received by Client in connection with the sale of Goods shall be immediately turned over to Supplier in the form received and paid directly to Supplier. Client shall not factor, assign or grant any security interest in any accounts receivable to any person or entity other than Star Funding, Inc., except for Permitted Liens (as defined in the Security Agreement of even date herewith between the Client and Supplier) unless (i) Client shall have obtained the prior written consent of Supplier and (ii) Client shall have delivered to Supplier an intercreditor agreement in form and substance satisfactory to Supplier, duly executed by Client and such person or entity. Client hereby expressly grants Supplier the right to set off any amount owed by Client to Supplier against any amount otherwise due Client under this Agreement or otherwise, and Client shall remain liable to Supplier at all times for any deficiency with respect thereto. If for any reason Supplier does not receive an amount in connection with the sale of Goods sufficient to reimburse or pay Supplier in full for all amounts owing under this Agreement or any other Supplier Document, Client shall pay to Supplier on demand the amount of any deficiency.

(e)            Sale to Customer . Provided all of the foregoing terms and conditions are satisfied with respect to any shipment of Goods and Client provides Supplier with (i) a copy of the invoice to Customer acceptable to Supplier in its sole discretion, (ii) proof of assignment of the Accounts to Supplier (or Factor, if the Accounts are being factored under the Factoring Agreement) satisfactory to Supplier in its sole discretion, (iii) receipt of the shipping documents evidencing the shipment of the Goods to the Customer satisfactory to Supplier in its sole discretion, (iv) if required by Supplier in its sole discretion, an inspection certification by Customer’s representative stating that the Goods meet the specifications of the Customer Order, and (v) any and all other documents Supplier in its sole discretion may request, Supplier shall simultaneously therewith sell the Goods to Client. In order to ensure Client’s compliance with this Section a representative of Supplier may be present when the Goods are shipped to the Customer.

§ 6. Application of Payments . All payments received by Supplier with respect to any Transaction will be applied by Supplier to the payment in full of Client’s obligations to it hereunder in such order and manner as it may determine in its sole discre