ORIGINAL

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: )

) PITT PENN HOLDING CO., INC., et al. 1, ) )

Debtors. )

)

------------------~--------)

CHAPTER 11

Case No. 09-11475 (BLS) (Jointly Administered)

Hearing Date: To Be Determined

Objection Deadline: Angust 16,2010 @ 4:00 pm

NOTICE OF MOTION

TO: PARTIES ON THE SERVICE LIST

PLEASE TAKE NOTICE that Industrial Enterprises of America, Inc., ("IEAM" or ''the

Company"), Pitt Penn Holding Co., Inc., ("PPH"), Pitt Penn Oil Co., LLC, ("PPO"), EMC

Packaging, Inc., ("EMC"), Today's Way Manufacturing LLC, ("Today's Way"), and Unifide

Industries LLC, ("Unifide"), collectively the debtors-in-possession ("Movants"), have filed a

Motion for Order Directing Document Production from PNC Bank fIkIa National City Bank

("PNC") Pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure (the "Motion")

which seeks entry of an order authorizing Movants to obtain bank account documents relating to

Movants from PNC and to compel PNC to produce the documents identified in the Motion.

You are required to file a response to the attached Motion on or before August 16, 2010

at 4:00 p.m. EDT.

At the same time, you must also serve a copy of the response upon Movants' attorneys at

the addresses listed below.

1 The debtors are: Pitt Penn Holding Co. (Case No. 09-11475), Pitt Penn Oil Co. LLC (Case No. 09-11476), Industrial Enterprises of America, Inc. (Case No. 09-11508), EMC Packaging, Inc. (Case No. 09-11524), Today's Way Manufacturing LLC (Case No. 09-11586), and Unifide Industries LLC (Case No. 09-11587), all of which have been jointly administered.

Motion to Compel Document Production from PNC Bank.docx

A HEARING ON THE MOTION WILL BE HELD ON A DATE TO BE

DETERMINED.

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

DEMANDED BY THE MOTION WITHOUT FURTHE

DATED: July 30, 2010

- and-

Steven W. Thomas (CA Bar No. 168967)

Emily Alexander (CA Bar No. 220595) THOMAS, ALEXANDER & FORRESTER LLP 14 27th Avenue

Venice, CA 90291

Telephone: (310) 961-2536

Facsimile: (310) 526-6852

Email: steventhomas@tafattomeys.com

Email: emilyalexander@tafattomeys.com

Counsel for Movants

Motion to Compel Document Production from PNC Bank.docx 2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: )

)

PITT PENN HOLDING CO., INC., et aZ.1, )

)

Debtors. )

)

---------------------------)

CHAPTER 11

Case No. 09-11475 (BLS) (Jointly Administered)

Hearing Date: To Be Determined

Objection Deadline: August 16,2010 @ 4:00 pm

DEBTORS' MOTION FOR ORDER DIRECTING DOCUMENT PRODUCTION FROM PNC BANK fIkIa NATIONAL CITY BANK PURSUANT TO RULE 2004 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE

Industrial Enterprises of America, Inc., ("IEAM" or "the Company"), Pitt Penn Holding

Co., Inc., ("PPH"), Pitt Penn Oil Co., LLC, ("PPO"), EMC Packaging, Inc., ("EMC"), Today's

Way Manufacturing LLC, ("Today's Way"), and Unifide Industries LLC, ("Unifide")

collectively the debtors-in-possession (the "Debtors"), by their special counsel Thomas,

Alexander & Forrester LLP, ("TAF"), as and for their motion under Federal Rule of Bankruptcy

Procedure 2004 ("Rule 2004") for entry of an order authorizing the Debtors to obtain bank

account documents relating to the Debtors from PNC Bank fIkIa National City Bank, ("PNC")

and to compel PNC to produce the documents identified in Exhibit "A" hereto, respectfully set

forth and allege:

Introduction

1. On April 30, 2009 through May 6, 2009 (the "Petition Dates"), the Debtors filed

with the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court")

Voluntary Petitions (the "Petitions") under Chapter 11 of the Bankruptcy Code. Since the

I The debtors are: Pitt Penn Holding Co. (Case No. 09-11475), Pitt Penn Oil Co. LLC (Case No. 09-11476), Industrial Enterprises of America, Inc. (Case No. 09-11508), EMC Packaging, Inc. (Case No. 09-11524), Today's Way Manufacturing LLC (Case No. 09-11586), and Unifide Industries LLC (Case No. 09-11587), all of which have been jointly administered.

Motion to Compel Document Production from PNC Bank.docx

Petition Dates, the Debtors have continued in the management and limited operation of their property as debtors-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code.

2. IEAM originally operated as a holding company with four (4) wholly owned

subsidiaries, PPH, EMC, Unifide and Today's Way. PPH, through its wholly owned subsidiary Pitt Penn Oil Co., LLC, an Ohio limited liability company ("Pitt Penn"), was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydro fluorocarbon gases ("HFC") R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide.

3. Robert L. Renck, Jr. was appointed President and Chief Executive Officer of

IEAM on April 30, 2009. (Declaration of Robert L. Renck ("Renck Decl.") ~2.) Mr. Renck has undertaken an investigation into the operations of the Debtors, including significant efforts to issue restated fmancial statements and to identify and assess potential causes of actions against third-parties. (ld. ~3.)

The IEAM Scheme and the Indictment of John Mazzuto and James Margulies

4. Until February 2008, IEAM was managed by John D. Mazzuto, president and

chief fmancial officer. (ld. ~5.) With the departure of Mr. Mazzuto, James. W. Margulies ran IEAM from his law finn in Ohio. (Jd.) On May 25,2010 the District Attorney of New York filed an indictment naming both Mr. Mazzuto and Mr. Margulies for fraud for a scheme whereby they illegally issued IEAM stock and fraudulently manipulated IEAM's books and records. (ld.)

5. A key component of the scheme was the use of bank accounts at National City

and Wachovia. Mr. Margulies opened an attorney trust account specifically for IEAM-related

Motion to Compel Document Production from PNC Bank.docx 2

transactions. (See Declaration of Robert L. Renck, Jr. ("Renck Decl.") Exhibit B (12/26/06

Margulies Letter to Mazzuto).) Mr. Margulies testified that IEAM used his IOLTA account at

National City to transfer the proceeds from IEAM stock sales-all of which sales are now known

to be of illegally issued stock. (Renck Decl. Exhibit C (Margulies Deposition Transcript) at 82-

86.) Through that National City account Margulies received proceeds from the sale of IEAM

stock and directed the approximately $17 million in proceeds as part of the scheme, including

back to IEAM through the corporation's bank accounts at Wachovia and National City Bank.

(See Renck Decl. Exhibit A (Indictment) at 5).

The Debtors' Accounting Records Are Incomplete and Unreliable

6. Not surprisingly given the nature of the fraud occurring at IEAM, the Debtors'

accounting records are in disarray and unreliable. The majority of the Debtors' accounting

records appear to have been created at the direction of Mr. Mazzuto and Mr. Margulies without

supporting documentation. (Renck Decl.~ 7.) The Debtors' auditors were unable to complete

their fmal audit because Mr. Margulies refused to provide them with the necessary

documentation. (Id.). Accordingly, the banking records at PNC and Wachovia are the only

reliable records available to Mr. Renck to use in his efforts to issue correct, restated fmancial

statements. (Jd.)

The 2004 Subpoena to the PNC Is Necessary to Obtain IEAM Records the Debtors Have Been Unable to Locate Elsewhere

7. Upon investigation and review it appears that the vast majority of the corporate

records may have been under the custody of control of Mr. Margulies who acted in various

capacities at IEAM. (Id. ~ 8.) Accordingly, the Debtors filed a turnover action against Mr.

Margulies and, only after the threat of contempt, did Mr. Margulies produce IEAM files.

Debtors also took Mr. Margulies' deposition in connection with the turnover action and although

Motion to Compel Document Production from PNC Bank.docx 3

Mr. Margulies produced additional records as a result, Mr. Margulies' production remains significantly deficient in many respects, and most significantly in terms of IEAM' s banking and accounting records. (Id.)

8. IEAM has sought bank account statements and back up documentation for all of

IEAM's bank accounts and Mr. Margulies' IOLTA account which was specifically created for IEAM-related transactions. The Debtors have requested these documents from Mr. Margulies and to date have not received anything close to a complete set of records for the relevant time period of October 2004 through the petition date. For example, Mr. Margulies produced some 2006-2008 statements for IEAM's National City Bank account but no statements for the IOLTA account at National City Bank. (Id. ~ 9.) Moreover, none of the documentation for the numerous wire transfers in the Wachovia or PNC accounts has been produced. (Jd.)

9. Through his investigation, Mr. Renck discovered that IEAM transacted business

and operated through the following accounts and upon information and belief, these same accounts were used to perpetuate the fraudulent scheme (id. ~ 10):

• Wachovia Account # 2000018241891

• Wachovia Account # 2000018240889

• National City Bank Account # 982759453

• National City Bank Account # 657073992

• PNC Bank GL# 196039957830

Relief Requested

10. By this motion, the Debtors seek the entry of an order pursuant to Rule 2004 of

the Federal Rules of Bankruptcy Procedure compelling PNC to produce for photocopying and inspection certain records relating to the Debtors as set forth more specifically in Exhibit "A"

Motion to Compel Document Production from PNC Bank.docx 4

hereto (the "Requested Documents"). The Debtors request that PNC be directed to produce the Requested Documents no later than ten (10) business days after the entry of the order approving this motion.

JURISDICTION AND VENUE

11. The Court has subject matter jurisdiction over this motion, which would become a

contested matter under Rule 9014 of the Federal Rules of Civil Procedure if any party in interest with standing should object to the relief sought hereby, under and pursuant to 28 U.S.C. § 1334.

12. §1409.

Venue of this motion is proper in this District under and pursuant to 28 U.S.C.

13. The Statutory authority for the relief sought by this motion is contained in Rule

2004 of the Federal Rules of Bankruptcy Procedure.

Basis for the Relief

14. Rule 2004 Provides "[o]n motion of any party in interest, the court may order the

examination of any entity." Fed. R. Bankr. P. 2004(a). Rule 2004 further provides that "the production of documentary evidence may be compelled in the manner provided in Rule 9016," which in turn incorporated Rule 45 of the Federal Rules of Civil Procedure ("Fed. R. Civ. P.") and provides for the issuance of a subpoena to compel the attendance of a witness for examination. Fed. R. Bankr. P. 2004(c).

15. The permitted scope of discovery under Rule 2004 is limited to "the acts, conduct,

or property or to the liabilities and financial condition of the debtor, or to any matter which may affect the administration of the debtor's estate, or to the debtor's right to a discharge." Fed. R. Bankr. P. 2004(b). Rule 2004's scope "has been explained as a broad investigation into the financial affairs of the debtor for the purpose of the discovery of assets of the estate and the

Motion to Compel Document Production from PNC Bank.docx 5

discovery of fraudulent conduct." 2435 Plainfield Ave., Inc. v. Twp. Of Scotch Plains, (In re 2435 Plainfield Ave., Inc.), 223 B.R. 440, 456 (Bankr. D.N.J. 1998).

16. Courts in this Circuit, in fact, recognize that Rule 2004 examinations are broad,

unfettered and in the nature of fishing expeditions. In re Valley Forge Plaza Assoc., 109 B.R. 669, 674 (Bankr. E.D.Pa. 1990). To further the above-stated purpose of discovering fraudulent conduct and aiding in discovery assets, "[t]hird parties having knowledge of the debtor's affairs, as well as the debtor itself, are subject to examination." Id At 674; In re Ionosphere Clubs, Inc., 156 B.R. 414 (S.D.N.Y. 1993), aff'd, 17 F. 3d 600 (2d Cir. 1994) (a third party with a relationship to the debtor may be subject to a Rule 2004 examination in order to aid in discovery of assets).

17. As CEO of Debtor IEAM, Mr. Renck has been actively investigating all possible

claims (including potential preference claims) against various entities which were involved in the Debtors' business.

18. Due to Mr. Renck's lack of access to detailed information relating to the Debtors'

banking transactions in the months leading up to the Petition Date and due to the Debtors' limited access to former personnel and former management of the Debtors-two of whom have been indicted and many others, upon information and belief, have been subpoenaed to testify before a grand jury-the Debtors and their counsel have been unable to either recreate accurate financial records for IEAM or to determine the extent of possible causes of action against thirdparties. To continue the operations of the Debtors and to effectively evaluate possible causes of action, Mr. Renck must have the banking records of the Company.

19. In furtherance of the Debtors' initial investigation, the counsel to the Debtors sought the production of documents from Mr. Margulies, the IEAM office most likely to possess

Motion to Compel Document Production from PNC Bank.docx 6

such records. Although Mr. Margulies produced some documents that production is significantly deficient.

20. Accordingly, the Debtors seek authority to compel PNC to produce copies of the

Requested Documents (i.e., the Debtors' records).

21. The Debtors reserve their right to request further or additional documents from

PNC with respect to the subject matter herein. The Debtors further reserve their rights as to matters and potential causes of action not specifically addressed herein. Nothing contained in this motion shall be deemed a release or waiver of the Debtors' rights to bring causes of action against any person or entity, including PNC.

22. No previous request for the relief sought herein has been made to this or any other

court.

23. As evidenced by the attached certification of conference, Trustee's counsel

complied with Local Bankruptcy Rule 2004-1 by conferring telephonically with PNC and attempted to arrange for a mutually agreeable date, time, place and scope of an examination or production. With respect to PNC Bank, Debtors' counsel was advised that a subpoena is required to authorize the production.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Motion to Compel Document Production from PNC Bank.docx 7

WHEREFORE, the Debtors respectfully request that this Court grant the relief requested

herein, enter an Order in the form annexed hereto and grant the Debtors such other and further

DATED: July 30,2010

relief as is just.

- and-

Steven W. Thomas (CA Bar No. 168967)

Emily Alexander (CA Bar No. 220595) THOMAS, ALEXANDER & FORRESTER LLP 14 27th Avenue

Venice, CA 90291

Telephone: (310) 961-2536

Facsimile: (310) 526-6852

Email: steventhomas@tafattomeys.com

Email: emilyalexander@tafattomeys.com

Counsel for Debtors

Motion to Compel Document Production from PNC Bank.docx 8

EXHIBIT A

Motion to Compel Document Production from PNC Bank.docx

DOCUMENT REQUESTS TO PNC BANK fIkIa NATIONAL CITY BANK GENERAL INSTRUCTIONS

1. Definitions

(a) "Document" means any medium, including electronic, upon which

intelligence or information can be recorded, maintained or retrieved, including the original or a copy thereof, regardless of the origin and location, of any writing or recording of any type or description, however produced or reproduced, which is in the Examinee's or the Examinee's representatives' possession, custody or control, or to which the Examinee has or had access, or of which the Examinee has knowledge or which the Examinee has a right or privilege to examine upon request or demand, and includes any and all writings and recordings as the term is used in Fed. R. Evid. 101(1) and includes, but is not limited to, all letters, correspondence, electronic mail, papers, memoranda, contracts, agreements, books, journals, ledgers, statements, reports, studies, bills, billings, invoices, financial reports, financial statement, financial analyses, worksheets, jottings, memos, projections, notes, abstracts, advertisements, drawings, audits, charges, balance sheets, income statements, checks, diagrams, blueprints, diaries, calendars, logs, recordings, instructions, lists, minutes of meetings, orders, resolutions, telegrams, wires, cables, telexes, faxes, messages, resumes, summaries, tabulations, tallies, statistical analyses, tape recordings, rent rolls, operating reports, bank statements, bank reconciliation's, receipts, invoices, canceled checks, promissory notes, check registers, cash receipts and cash disbursement journals, leases, deeds of trust, mortgages, accounting journals, inventory reports, contracts, detail regarding improvements, repairs and maintenance, drawings, notes, memoranda, telegrams, charts, appraisal reports, purchase or sale proposals, photographs, photographic slides, all data electronically stored or accessible through any electronic data processing system, and all other writing or tangible things on which any information is recorded or reproduced, and any and all amendments, revisions or supplements to all of the foregoing, whether prepared by a party or any other person or entity. Any document with any marks such as initials, comments or

Motion to Compel Document Production from PNC Bank.docx

notations of any kind is not deemed to be identical to one without such marks and must be treated as a separate document.

(b)

"NCB" "You" or "Your" means National City Bank and includes its

, ,

successor entity PNC Bank and any predecessor entity, any and all agents, employees, servants, officers, directors, attorneys and any other person or entity acting or purporting to act on its

behalf.

( c) "Debtors" and "IEAM" as used herein means Industrial Enterprises of

America ("IEAM"), and includes its affiliates and related entities, including Pitt Penn Holding Co., Pitt Penn Oil Co., LLC, EMC Packaging, Inc., Today's Way Manufacturing LLC, Unifide

Industries LLC, any predecessor entity, any and all agents, employees, servants, officers, directors, attorneys and any other person or entity acting or purporting to act on its behalf.

(d) "concerning" means directly or indirectly mentioning, discussing,

describing, evidencing, constituting, pertaining to, referring to, or being connected with, a stated subject matter or any aspect thereof.

2. Construction. In construing these requests, (i) the singular shall include the

plural and the plural shall include the singular; (ii) masculine, feminine or neuter pronouns shall

not exclude the other genders; (iii) the conjunctions "and" and "or" shall be read either

disjunctively or conjunctively so as to bring within the scope of these requests all information that might otherwise be construed to be outside its scope; and (iv) the word "any" shall be read to

mean each and every.

3. Possession, Custody or Control. You are requested and required to produce all

responsive documents within your possession, custody or control.

4. Relevant Time Period. Unless otherwise stated, each document request seeks

documents generated or otherwise existing during any part of the time period from January 1,

2004, through the present.

5. Claim of Privilege. If you object to producing any document on the basis of a

privilege, you are requested to submit a list identifying each such document (by form, title, date

Motion to Compel Document Production from PNC Bank.docx 2

authors, recipients, and general subj ect matter) and stating the nature of any and all privileges claimed as to each such document. Please provide sufficient detail to explain the basis for your claim of privilege and to allow the Court, if necessary, to determine the merits of your claim.

DOCUMENTS REQUESTED

1. All documents relating to the Debtors from October 2004 through the present

including without limitation (i) account opening documentation, (ii) statements reflecting all transactions (iii) cancelled checks; (iv) wire transfer confirmations and documentation; and (v) control agreements.

2. All documents relating to National City Bank Account # 982759453 including

without limitation (i) account opening documentation, (ii) statements reflecting all transactions; (iii) cancelled checks; (iv) wire transfer confirmations and documentation; and (v) control agreements.

3. All documents relating to National City Bank Account # 657073992 including

without limitation (i) account opening documentation, (ii) statements reflecting all transactions; (iii) cancelled checks; (iv) wire transfer confrrmations and documentation; and (v) control agreements.

4. All documents relating to PNC Bank GL# 196039957830 including without

limitation (i) account opening documentation, (ii) statements reflecting all transactions; (iii) cancelled checks; (iv) wire transfer confrrmations and documentation; and (v) control agreements.

Motion to Compel Document Production from PNC Bank.docx 3

CERTIFICATE OF COMPLIANCE WITH LOCAL BANKRUPTCY RULE 2004-1

I, Emily Alexander, hereby certify that, I complied with Local Bankruptcy

Rule 2004-1, by telephoning the legal department and the subpoena processing department of

PNC Bank flkJa National City Bank and attempting to arrange for a mutually agreeable date,

time, place and scope of the document production. No agreement w~ reached.

/.:..- cl ( ",

~ ,.;( I -- '\.._

--=:::>

Emily Alexander (_

Motion to Compel Document Production from PNC Bank

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Inre:

)

) Case No. 09-11475 (BLS) ) (Jointly Administered)

) Chapter 11

)

)

)

)

)

)

-------------- )

Pitt Penn Holding Co., Inc., Pitt Penn Oil ce, LLC,

Industrial Enterprises of America, Inc., EMC Packaging, Inc.,

Today's Way Manufacturing LLC, Unifide Industries LLC, .

Debtors.

DECLARATION OF ROBERT L. RENCK IN SUPPORT OF

DEBTORS' MOTIONS FOR (1) ORDER DIRECTING DOCUMENT PRODUCTION FROM PNC BANK fIkIa NATIONAL CITY BANK AND WACHOVIA BANK PURSUANT TO RULE 2004 OF THE FEDERAL RULES

OF BANKRUPTCY PROCEDURE AND (2) ORDER DIRECTING DOCUMENT PRODUCTION FROM NASDAQ OMX GROUP, INC. PURSUANT TO RULE 2004 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE

STATE OF New York

)

) ss. )

COUNTY OF New York

Robert L. Renck, Jr., being duly sworn, deposes and says:

1. I provide this declaration in support of the Debtors' Motion for Orders Directing

Document Production from PNC Bank fIkIa National City Bank ("NCB") and Wachovia and

Motion for Order Directing Document Production from NASDAQ OMX Group, Inc.

2. I am the President and Chief Executive Officer of Industrial Enterprises of

America, Inc. ("IEAM"). I was appointed to these positions on April 30, 2009.

3. Since the time of my appointment I have endeavored to locate and collect the

IEAM's books and records in my efforts to create accurate financial records for the company. I

have also obtained and reviewed a substantial amount of documents in my efforts to identify

third parties against whom the company may have claims. The Motions seek Orders directing

the production of documents necessary for these tasks.

4. I testify as to the following based on my personal knowledge from being CEO of

IEAM and conducting the above described investigation, which is ongoing.

5. Until February 2008, IEAM was managed by John D. Mazzuto, president and

chieffmancialofficer. With the departure of Mr. Mazzuto, James. W. Margulies ran IEAMfrom

his law firm in Ohio. On May 25,2010 the District Attorney of New York filed an indictment

naming both Mr. Mazzuto and Mr. Margulies for fraud for a scheme whereby they illegally

issued IEAM stock and fraudulently manipulated IEAM's books and records. A true and correct

copy of the Indictment is attached hereto as Exhibit A.

6. A key component of the Margulies and Mazzuto scheme was the use ofIEAM's

bank accounts at NCB and Wachovia. Mr. Margulies opened an attorney trust account 2

specifically for IEAM-related transactions, which is documented in his letter to Mr. Mazzuto dated December 26,2006, a true and correct copy of which is attached as Exhibit B. In his deposition, Mr. Margulies testified that IEAM used his IOLTA account at NCB to transfer the proceeds from IEAM stock sales-all of which sales are now known to be of illegally issued stock. A true and correct copy of the transcript reflecting this testimony is attached as Exhibit C. Through that NCB account Margulies received and sold illegally issued stock and directed the approximately $17 million in proceeds as part of the scheme, including back to IEAM through the corporation's bank accounts at Wachovia and NCB.

7. Not surprisingly given the nature of the fraud occurring at IEAM, the Debtors'

accounting records are in disarray and unreliable. The majority of the Debtors' accounting records appear to have been created at the direction of Mr. Mazzuto and Mr. Margulies without supporting documentation. The Debtors' auditors were unable to complete their final audit because Mr. Margulies refused to provide them with the necessary documentation. Accordingly, the banking records at NCB and Wachovia are the only reliable records available to use in my efforts to have the company issue correct, restated financial statements.

8. Upon investigation and review it appears that the vast majority of the Debtors'

corporate records may have been under the custody of control of Mr. Margulies who acted in various capacities at rEAM. My counsel has sought to obtain documents from Mr. Margulies with limited success. Mr. Margulies' production remains significantly deficient in many respects, and most significantly in terms of IEAM' s banking and accounting records.

9. IEAM has sought bank account statements and back up documentation for all of

IEAM's bank accounts and Mr. Margulies' IOLTA account which was specifically created for IEAM-related transactions. The Debtors have requested these documents from Mr. Margulies

3

and to date have not received anything close to a complete set of records for the relevant period of October 2004 through the petition date. For example, Mr. Margulies produced some 2006- 2008 statements for IEAM's National City Bank account but no statements for the IOLTA account at National City Bank. Moreover, none of the documentation for the numerous wire transfers in the Wachovia or NCB accounts has been produced.

10. Through my investigation I discovered that IEAM transacted business and

operated through the following accounts and I believe these same accounts were used to perpetuate the fraudulent scheme:

" WachoviaAccount # 2000018241891

• Wachovia Account # 2000018240889

• National City Bank Account # 982759453

• National City Bank Account # 657073992

• PNC Bank GL# 196039957830

11. Mr. Mazzuto and Mr. Margulies also caused IEAM to misrepresent financial

information, including the amount of outstanding shares, to the public. My investigation includes fact-gathering and analysis of various third party professionals who assisted IEAM in issuing shares, prepared filings with the Securities and Exchange Commission and related activities.

12. The documents sought from NASDAQ concern IEAM's registration with

NASDAQ and are necessary to understand what representations were made in connection with the company's application. Of particular significance is any evidence that supports a claim that a third party was aware of or should have been aware of facts demonstrating that IEAM was making false and misleading public statements regarding its financial condition, including the

4

number of outstanding shares. The documents sought from NASDAQ are necessary to further that task.

Under penalty of perjury, I, Robert L. Renck, Jr., swear that the foregoing declaration is true to the best of my knowledge and belief.

Executed this 28th day of July, 2010.

5

Exhibit A

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK

THE PEOPLE OF THE STATE OF NEW YORK

-against-

Indictment No. 2503/2010

JOHN D. MAZZUTO and JAMES W. MARGULIES,

Defendants.

THE GRAND JURY OF THE COUNTY OF NEW YORK, by this indictment, accuses

the defendants of the crime of GRAND LARCENY IN THE FIRST DEGREE, in violation of

Penal Law § 155.42, committed as follows:

The defendants, in the County of New York and elsewhere, during the period from on or

about July 1, 2004 to in or about 2008, stole property from Industrial Enterprises of America,

Inc. and the value of the property exceeded one million dollars.

SECOND COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the

defendants of the crime of GRAND LARCENY IN THE FIRST DEGREE, in violation of

Penal Law §155.42, committed as follows:

The defendants, in the County of New York arid elsewhere, during the period from on or

about July 1,2006 to on or about July 1,2007, stole property from an individual known to the

Grand Jury and the value of the property exceeded one million dollars.

THIRD COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendants of the crime of SCHEME TO DEFRAUD IN THE FIRST DEGREE, in violation of Penal Law § 190.65(I)(b), committed as follows:

The defendants, in the County of New York and elsewhere, during the period from on or about July 1, 2004 to in or about 2008, acting with others known and unknown to the Grand Jury, all hereinafter referred to as "the schemers," engaged in a scheme constituting a systematic ongoing course of conduct with intent to defraud more than one person, including investors, shareholders, regulators, securities markets and exchanges, and auditors, and to obtain property from more than one person by false and fraudulent pretenses, representations and promises, and so obtained property, to wit, money, with a value in excess of one thousand dollars from one or more such persons, in that the schemers acquired a public shell company and used it as a vehicle for larceny and fraud by illegitimately issuing millions of shares of stock and engaging in fraudulent activity to inflate the value of the stock and deceive investors, as follows:

THE PLAYERS

• Industrial Enterprises of America, Inc. ("IEAM"). During the period of the scheme, IEAM (formerly known as Advanced Bio/Chem, Inc.) was a public shell company incorporated in Nevada and headquartered in N ew York County. IEAM acquired three principal operating subsidiaries between 2004 and 2006, two of which manufactured and distributed automotive after-market products (e.g., antifreeze, windshield cleaner and oil-based lubricants), and one of which manufactured and sold aerosol gas products (e.g., computer cleaners). During the period of the scheme, IEAM's stock variously was listed on the over-the-counter market ("OTC Market" or "Pink Sheets"), the OTC Bulletin Board ("OTCBB") and the NASDAQ Stock Market (''NASDAQ'').

2

• John D. Mazzuto. Defendant John Mazzuto spent approximately 20 years at a prominent New York bank, where he served as Managing Director of corporate finance. In the decade prior to the scheme, Mazzuto acted as an entrepreneur, investor and private investment consultant and advisor based in New York County. During the period of the scheme, Mazzuto was the Chief Executive Officer ("CEO"), President, Assistant Secretary, and a member of the board of directors ofIEAM. Additionally, for significant periods he also acted as Chief Financial Officer ("CFO") ofIEAM. Mazzuto filed a personal bankruptcy petition in the United States Bankruptcy Court for the Southern District of New York in November 2002 and was discharged from bankruptcy on May 15,2009 - a period encompassing the entire period of the scheme, from which he personally obtained in excess of $15 million.

• James W. Margulies. Defendant James Margulies is a Cleveland, Ohio-based attorney with a background in business and securities who, during the period of the scheme, was a member of the law fum of Margulies and Levinson, LLP. He also formed and utilized a business entity called the Margulies Law Group. During the period of the scheme, Margulies held various positions with IEAM, including outside counsel, CFO, General Counsel, CEO, and member of the board of directors. Margulies obtained in excess of $6 million from the scheme.

3

THE SCHEME

Origins

In 2002 John Mazzuto acquired a controlling interest in a private New Jersey-based company called EMC Packaging, Inc. ("EMC"). He then turned his attention to merging EMC into a publicly listed shell corporation. In July 2004, Mazzuto, with others, accomplished his goal by gaining control over a dormant public shell corporation called Advanced Bio/Chem, Inc. ("A VBC") - a Texas-based company with no operations. At the time, A VBC's stock traded on the Pink Sheets (an over-the-counter market for penny stocks). In October 2004 Mazzuto used A VBC to acquire EMC.

Shortly after the transaction, A VBC changed its name to Industrial Enterprises of America, Inc. EMC was IEAM's sole operating business at that time. Later, in 2005 and 2006, IEAM acquired other subsidiaries, including Unifide Industries, LLC and Pitt Penn Oil Company .

. Registration of IEAM stock with the U.S. Securities and Exchange Commission

Once in control of a publicly listed corporation with an operational business, the schemers filed a Form S-8 registration ("S-8") with the United States Securities and Exchange Commission ("SEC") on January 24,.2005, along with an employee stock option plan (the "Plan"), registering 15 million shares ofiEAM stock. An S-8 is a public filing by which companies register shares with the SEC to be issued exclusively for compensatory or incentive purposes pursuant to an employee benefits plan. Issuing or selling shares to the public for capital-raising purposes requires separate filings and registrations.

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The IEAM Plan authorized the IEAM board of directors to issue securities to: (1) employees; (2) outside members of the board of directors; and (3) consultants. Further, the Plan authorized the board to issue three types of securities: (1) stock options; (2) restricted shares; and (3) stock appreciation rights (SARs). Defendant James Margulies, whom Mazzuto had met and hired in 2004 in the course of seeking to acquire a public shell, was responsible for filing the IEAM S-8 registration and Plan.

Stock issuances

Between January 24, 2005 and March 31, 2008, Mazzuto and Margulies invoked the S-8 and Plan, but subverted them, to issue millions of shares of IEAM stock worth tens of millions of dollars to friends, family members, alma maters, and to shell companies, entities and accounts the schemers controlled, instead of to employees, outside members of the board of directors or bona fide consultants. A significant number of the shares were issued illicitly for capital-raising purposes and as gifts, instead of for compensatory or incentive purposes, as required by the Plan.

The share recipients sold the stock immediately, converting the shares to cash. The recipients then either kept the money for their own benefit or wired it directly back to IEAM, where it was booked fraudulently as, among other things, revenue, ?r to various entities or accounts controlled by the schemers.

The single largest recipient ofIEAM shares was an attorney trust account opened and controlled by James Margulies, which received more than 3.5 million shares of stock, which defendant Margulies sold in the open market for approximately $17.7 million, directing more than $13 million back to IEAM, and the remainder to accounts in the name of or controlled by the schemers.

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Reverse stock split

In June 2006 the schemers implemented a reverse 10-for-1 stock split, whereby every ten shares of outstanding IEAM stock were converted to one share, and the value of every share outstanding was increased ten-fold. This had the immediate effect of increasing by a factor of ten the value of the shares the schemers issued pursuant to the S-8 registration and Plan.

The "pump"

To fraudulently inflate the market value ofIEAM stock, and to solicit and encourage public investment in IEAM, Mazzuto and other schemers also routinely made false or misleading representations about the company in a series of press releases, investor meetings and calls, and investor conferences held in New York County and elsewhere, and in various public filings, including false and misleading information about IEAM's financial condition, capital structure, earnings guidance and projections, and about the number of shares outstanding.

The cover-up

In order to conceal the unauthorized stock issuances, and the flow of proceeds back into the corporation, the schemers engaged in a variety of fraudulent practices, including:

• Describing share recipients who performed little or no bona fide services for IEAM as "consultants" to the company's auditors, and creating false consulting agreements to convey the pretense that these were legitimate recipients of shares.

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• Arranging bogus private stock transactions, whereby the schemers solicited professional investors to purchase stock directly from purported IEAM shareholders, when in fact there were no actual sellers in these transactions. Rather, while the schemers instructed the investors to wire money into a Margulies-controlled attorney trust account to be directed to the ostensible seller, defendant Margulies instead wired the funds directly to an IEAM account (whereupon, the true origin of the money was concealed). And instead of delivering to the buyer pre-existing shares, Mazzuto and Margulies instructed the transfer agent to issue new shares ofIEAM stock to buyers pursuant to the S-8 registration and Plan.

• Disguising on the books and records ofIEAM the flow of money back into the company from the sale of S-8-issued shares as: (I) loans from various entities; (2) revenue from the exercise of stock options; (3) reimbursement oflegal and other professional fees; and (4) revenue from "bulk sales" of inventory.

• Providing falsified books and records to outside auditors that contained false information about the issuance ofIEAM shares under the S-8 registration and Plan, and false information about the source of money flowing back into the company from the sale of such shares.

• Making misrepresentations in public filings with the SEC, or omitting material information from public filings.

FOURTH COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendants of the crime of a violation of General Business Law §352-c(5) ("MARTIN ACT"), committed as follows:

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The defendants, in the County of New York and elsewhere, during the period from on or about July 1, 2004 to in or about 2008, intentionally engaged in a scheme constituting an ongoing course of conduct with intent to defraud ten and more persons and to obtain property from ten and more persons by false and fraudulent pretenses, representations and promises and so obtained property from one and more of such persons while engaged in, inducing and promoting the issuance, distribution, exchange, sale, negotiation and purchase of securities of Industrial Enterprises of America, Inc.

FIFTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of a violation of General Business Law §352-c(6) ("MARTIN ACT"), committed as follows:

The defendants, in the County of New York and elsewhere, during the period from on or about July 1, 2004 to in or about 2008, intentionally engaged in fraud, deception, concealment, suppression, false pretense and fictitious and pretended purchase and sale, and with intent to deceive and defraud, made material false representations and statements, while engaged in inducing and promoting the issuance, distribution, exchange, sale, negotiation and purchase within and from New York of a security, and thereby wrongfully obtained property with a value in excess of $250.00.

SIXTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of CONSPIRACY IN THE FOURTH DEGREE, in violation of Penal Law §105.l0(1), committed as follows:

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The defendants, in the County of New York and elsewhere, during the period from on or about July 1, 2004 to in or about 2008, with intent that conduct constituting the felonies of Grand Larceny in the First and Second Degree and Criminal Possession of Stolen Property in the First and Second Degree be performed, did agree with one and more persons to engage in and cause the performance of such conduct in that defendants and others agreed to issue, report and record the issuance of shares of stock illicitly, direct the flows of proceeds from the sale of such shares of stock, falsify documents and use nominees and nominee accounts to disguise the flow of proceeds and avoid detection, and enlist and corrupt others to gain assistance, and thereby sought to steal and possess millions of dollars in fraudulent stock proceeds.

The goal of the conspiracy was to steal and possess property in the form of shares of IEAM stock and money generated from the sale thereof.

To effectuate their goal, the conspirators agreed to issue millions of shares of stock to family members, close associates, and to shell companies and entities they controlled, and to disguise the distribution of the proceeds back to the company and to themselves by creating numerous false documents and records and making numerous false and misleading statements to regulators and to the investing public. In so doing, the conspirators sought to defraud stock transfer agents, regulators, auditors, investors and IEAM shareholders by fraudulently conveying shares of stock and disguising the distribution of the proceeds from the sale of stock.

To further their plan, the conspirators agreed to engage in conduct designed to inflate the value of IEAM stock and to influence investors and shareholders to purchase shares of IEAM stock. The conspirators agreed to make false and misleading public filings and to issue false and misleading press releases. They also agreed to make false and misleading presentations to investors and shareholders at investor conferences, investor meetings, and on investor calls.

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The ultimate goal of these conspirators' efforts was to issue, inflate and convert IEAM stock into as much money as possible, using complicit nominees and nominee accounts for channeling the stolen proceeds back into the company and into accounts they controlled.

OVERT ACTS

In the course of and in furtherance of the conspiracy, the conspirators committed and caused to be committed the following overt acts:

1. On or about November 12, 2004, defendant John Mazzuto caused to be created a

consulting agreement between IEAM and Regal Partners, LLC, an entity Mazzuto controlled.

2. On or about January 6, 2005, defendant John Mazzuto caused to be created and

signed a consulting agreement between IEAM and Regal Partners, LLC, an entity Mazzuto controlled.

3. On or about January 24, 2005, defendants John Mazzuto and James Margulies

filed with the SEC a Form S-8 Registration Statement and Advanced Bio/Chem, Inc. 2004 Stock Option Plan ("Plan"), registering 15 million shares of stock to be issued pursuant to the terms of the registration and Plan.

4. On or about January 24,2005, John Mazzuto signed and caused to be sent a letter

to the IEAM stock transfer agent invoking the S-8 and Plan and directing the issuance of 500,000 shares to Regal Partners.Ll.C, an entity controlled by John Mazzuto.

5. On or about January 24, 2005, John Mazzuto signed and caused to be sent a letter

to the IEAM stock transfer agent invoking the S-8 and Plan and directing the issuance of 450,000 shares to Co-Conspirator #1, a friend and cohort of defendant James Margulies.

6. On or about January 24, 2005, John Mazzuto signed and caused to be sent a letter

to the IEAM stock transfer agent invoking the S-8 and Plan and directing the issuance of 750,000 shares to Co-Conspirator #2, John Mazzuto's girlfriend.

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7. On or about January 25, 2005, John Mazzuto signed and caused to be sent three

letters to the IEAM stock transfer agent invoking the S-8 and Plan and directing the issuance of 425,000 shares to members of his family.

8. On or about January 25, 2005, John Mazzuto signed and caused to be sent a letter

to the IEAM stock transfer agent invoking the S-8 and Plan and directing the issuance of 500,000 shares to an investment entity located in Ohio and controlled by Co-Conspirator #3, a business associate ofJohn Mazzuto's.

9. On or about January 25,2005, John Mazzuto signed and caused to be sent a letter

to the !BAM stock transfer agent invoking the S-8 and Plan and directing the issuance of 150,000 shares to Co-Conspirator #4, John Mazzuto's attorney.

10. On or about January 25, 2005, John Mazzuto signed and caused to be sent a letter

to the !BAM stock transfer agent invoking the S-8 and Plan and directing the issuance of 150,000 shares to his university alma mater.

11. On or about January 25, 2005, John Mazzuto signed and caused to be sent a letter

to the !BAM stock transfer agent invoking the S-8 and Plan and directing the issuance of 150,000 shares to his high school alma mater.

12. On or about January 25,2005, John Mazzuto signed and caused to be sent a letter

to the 1EAM stock transfer agent invoking the S-8 and Plan and directing the issuance of 500,000 shares to Co-Conspirator #5, a business associate of John Mazzuto's.

13. On or about January 25, 2005, John Mazzuto signed and caused to be sent a letter

to the IEAM stock transfer agent invoking the S-8 and Plan and directing the issuance of 500,000 shares to Co-Conspirator #6, a business associate of John Mazzuto's.

14. On or about February 16, 2005, defendant John Mazzuto caused to be created

and signed a consulting agreement between IEAM and an investment entity located in Texas and controlled by Co-Conspirator #7, a business associate of John Mazzuto's.

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15. On or about April 13, 2005, John Mazzuto signed and caused to be sent a letter to

the IEAM stock transfer agent invoking the S-8 and Plan and directing the issuance of 1,000,000 shares to an entity controlled by Co-Conspirator #8, IEAM's investor relations representative.

16. During the period from November 1,2005 to October 30,2007, James Margulies

wired approximately $2.6 million of IEAM stock proceeds from an attorney trust account he controlled to a checking account he controlled with his wife.

17. On or about January 31, 2006, John Mazzuto and James Margulies caused to be

created falsified minutes of the meeting of the board of directors ofIEAM.

18. On or about February 28,2006, John Mazzuto caused to be created and signed a

consulting agreement between IEAM and Co-Conspirator #9, a stock promoter who arranged sham private stock sales for IEAM.

19. On or about May 26,2006, John Mazzuto signed and caused to be sent a letter to

the IEAM stock transfer agent invoking the S-8 and Plan and directing the issuance of 400,000 shares to M4 Capital, LLC, an entity controlled by John Mazzuto.

20. On or about May 26, 2006, James Margulies signed and caused to be sent a letter

to the IEAM stock transfer agent invoking the S-8 and Plan and directing the issuance of 600,000 shares to Co-Conspirator #1, a friend and cohort of defendant James Margulies.

21. On or about August 1, 2006, John Mazzuto and James Margulies caused to be

created and signed a consulting agreement between IEAM and Sapphire Associates, LLC, an entity Mazzuto controlled.

22. On or about August 25,2006, James Margulies wired $169,800 of IEAM share

proceeds from an attorney trust account he controlled to a title company as part of a down payment on a condominium for John Mazzuto located in Florida.

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23. On or about September 7,2006, John Mazzuto appeared and made a presentation

on behalf of IEAM at an investor conference in New York County, in which he made representations about the company, including projected earnings guidance for IEAM and the number of shares ofIEAM stock outstanding.

24. On or about September 11, 2006, James Margulies wired $2.7 million of IEAM

share proceeds from an attorney trust account he controlled to an account in the name of CoConspirator #4, John Mazzuto's attorney, for the purchase of a home in Southampton, New York for John Mazzuto.

25. During the period from October 1,2006 to May 30, 2007, James Margulies wired

approximately $1 million of IEAM share proceeds from an attorney trust account he controlled to an account controlled by John Mazzuto.

26. On or about October 2, 2006, John Mazzuto caused to be created and signed a

consulting agreement between IEAM and an individual who had participated in a private stock transaction arranged by Mazzuto.

27. On or about October 4,2006, John Mazzuto and James Margulies caused to be

created a falsified incentive stock option agreement between IEAM and Co-Conspirator #1, a friend and cohort of defendant James Margulies.

28. On or about October 5,2006, John Mazzuto and James Margulies caused to be

created a falsified promissory note between IEAM and Margulies and Levinson, LLP.

29. On or about October 20,2006, John Mazzuto and James Margulies caused to be

created a falsified incentive stock option agreement between IEAM and Co-Conspirator #10, an accountant located in Ohio.

30. On or about November 3,2006, John Mazzuto caused to be created and signed a

consulting agreement between IEAM and an entity controlled by Co-Conspirator #3, a business associate of John Mazzuto's.

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31. On or about November 17,2006, John Mazzuto caused to be created a falsified

promissory note between IEAM and Sapphire Associates, LLC, an entity he controlled.

32. On or about December 27,2006, John Mazzuto and James Margulies caused to

be created a falsified incentive stock option agreement between IEAM and Co-Conspirator # 1, a friend and cohort of defendant James Margulies.

33. On or about December 27,2006, John Mazzuto signed and caused to be sent a

letter to the IEAM stock transfer agent invoking the S-8 and Plan and directing the issuance of 407,850 shares to an attorney trust account controlled by James Margulies.

34. On or about December 31, 2006, John Mazzuto caused to be created two falsified

purchase orders.

35. During the period from December 29, 2006 to September 30, 2007 James

Margulies wired approximately $17.8 million of IEAM share proceeds from an attorney trust account he controlled to an account in the name ofIEAM.

36. On or about January 1, 2007, John Mazzuto caused to be created a falsified

promissory note between IEAM and an entity controlled by Co-Conspirator #1, a friend and cohort of defendant James Margulies.

37. On or about January 5, 2007, John Mazzuto and James Margulies caused to be

created falsified minutes of the meeting of~e board of directors.ofIE~

38. On February 16, 2007, IEAM issued a press release announcing results for the

fiscal quarter ending December 31,2006, which included false and misleading revenue figures.

39. On or about February 13,2007, John Mazzuto and James Margulies caused to be

created three falsified sales summaries for IEAM's subsidiaries.

40. On or about February 28,2007, John Mazzuto caused to be created two falsified

purchase orders.

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41. On or about March 21, 2007, James Margulies signed and caused to be sent a

letter to the IEAM stock transfer agent invoking the 8-8 and Plan and directing the issuance of 99,100 shares to an attorney trust account he controlled.

42. On or about March 27, 2007, James Margulies wired approximately $900,000 of

IEAM share proceeds from an attorney trust account he controlled to a title company for the purchase of a house for John Mazzuto located in Texas.

43. On or about March 29, 2007, James Margulies signed and caused to be sent a

letter to the IEAM stock transfer agent invoking the 8-8 and Plan and directing the issuance of 100,000 shares to an attorney trust account he controlled.

44. On or about March 31, 2007, John Mazzuto caused to be created a falsified

purchase order.

45. On or about April 9, 2007, James Margulies signed and caused to be sent a letter

to the IEAM stock transfer agent invoking the 8-8 and Plan and directing the issuance of 40,000 shares to Co-Conspirator #9, a stock promoter who arranged sham private stock sales for IEAM.

46. On or about Apri123, 2007, John Mazzuto signed and caused to be sent a letter to

the IEAM stock transfer agent invoking the 8-8 and Plan and directing the issuance of 100,000 shares to the wife of James Margulies.

47. On or about April 24, 2007, John Mazzuto and James Margulies caused to be

created a falsified spreadsheet detailing bank account activity of IEAM.

48. On or about April 26, 2007, James Margulies signed and caused to be sent a

letter to the IEAM stock transfer agent invoking the 8-8 and Plan and directing the issuance of 800,000 shares to an entity controlled by Co-Conspirator #1, a friend and cohort of defendant James Margulies.

49. On or about May 14, 2007, John Mazzuto and James Margulies caused to be

created falsified consolidating workbooks for IEAM.

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50. On or about May 22, 2007, lEAM issued a press release announcing results for

the fiscal quarter ending March 31, 2006, which included false and misleading revenue figures.

51. On or about July 9, 2007, John Mazzuto and James Margulies caused to be

created falsified minutes of the meeting of the board of directors of IEAM

52. On or about July 12,2007, lEAM issued a press release which included false and

misleading information about earnings projections and the number of shares of IEAM stock outstanding.

53. On or about July 24, 2007, John Mazzuto and James Margulies caused to be

created falsified minutes of the meeting of the board of directors ofIEAM.

54. On or about August 6, 2007, John Mazzuto caused to be created falsified minutes

of the meeting of the board of directors of lEAM.

55. On or about August 20, 2007, John Mazzuto caused to be created falsified

minutes of the meeting of the board of directors of IEAM.

56. On or about August 29, 2007, James Margulies wired approximately $1.85

million in S-8 share proceeds from an attorney trust account he controlled to a title company for the purchase of a home for John Mazzuto located in Florida.

57. On or about September 6, 2007, John Mazzuto led an investor call in which he

made false and misleading representations about the number of lEAM shares outstanding and earnings guidance for the company.

58. On or about September 7, 2007, John Mazzuto caused to be created falsified

minutes of the meeting of the board of directors of lEAM.

59. On or about September 27, 2007, lEAM issued a press release which included

false and misleading information about annualized savings figures for the company.

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FALSIFIED BOARD OF DIRECTORS MEETING MINUTES

SEVENTH COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendant, in the County of New York and elsewhere, on or about January 31,2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, minutes of the meeting of the board of directors ofIEAM.

EIGHTH COUNT:

AND THE GRAND JURY AFORESAlD, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about January 5, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, minutes of the meeting of the board of directors of IEAM.

NINTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

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The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about February 5, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to 'wit, minutes of the meeting of the board of directors of IEAM.

TENTH COUNT:

AND THE GRAND JURY AFORESAlD, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about February 21, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, minutes of the meeting of the board of directors ofIEAM.

ELEVENTH COUNT:

AND THE GRAND JURY AFORESAlD, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.1O, committed as follows:

The defendants, in the County of New York and elsewhere, on or about March 15,2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, minutes of the meeting of the board of directors of rEAM.

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TWELFTH COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendants of the crime of F ALSIFYlNG BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about June 28, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, minutes of the meeting of the board of directors of IEAM.

THIRTEENTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about June 29,2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, minutes of the meeting of the board of directors ofIEAM.

FOURTEENTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

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The defendants, in the County of New York and elsewhere, on or about July 9,2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, minutes of the meeting of the board of directors ofIEAM.

FIFTEENTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about July 17,2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, minutes of the meeting of the board of directors of IEAM.

SIXTEENTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law § 175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about July 24,2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, minutes of the meeting of the board of directors of IEAM.

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SEVENTEENTH COUNT:

AND THE GRAND JURy AFORESAlD, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime ofFALSlFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about August 6, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, minutes of the meeting of the board of directors of IEAM.

EIGHTEENTH COUNT:

AND THE GRAND JURY AFORESAlD, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime ofFALSlFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about August 20, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records. of an enterprise, IEAM, to wit, minutes of the meeting of the board of directors of IEAM.

NINETEENTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime ofFALSlFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

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The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about September 7, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, minutes of the meeting of the board of directors of IEAM.

FALSIFIED CONSULTING AGREEMENTS

TWENTIETH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime of FALSIFYING BUSINESS RECORDS IN mE FIRST DEGREE, in violation of Penal Law §I75.10, committed as follows:

The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about November 11, 2005, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a consulting agreement between IEAM and an investment advisor located in Texas.

TWENTY-FIRST COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

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The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about February 28, 2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a consulting agreement between IEAM and a stock promoter who arranged sham private stock sales for IEAM.

TWENTY -SECOND COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime of FALSIFYING BUSINESS RECORDS IN THE FiRsT DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about August 1,2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a consulting agreement between IEAM and Sapphire Associates, LLC.

TWENTY-THIRD COUNT:·

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law § 175.10, committed as follows:

The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about October 2, 2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a consulting agreement between IEAM and Sapphire Associates, LLC.

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TWENTY -FOURTH COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about October 2, 2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a consulting agreement between IEAM and an individual who participated in a private stock transaction arranged by Mazzuto.

TWENTY-FIFTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.l0, committed as follows:

The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about November 3, 2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM; to wit, a consulting agreement between IEAM and an investment entity located in Ohio.

TWENTY-SIXTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

24

The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about December 18,2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a consulting agreement between IEAM and an accountant located in Texas.

FALSIFIED IEAM BOOKS AND RECORDS

TWENTY-SEVENTH COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.l0, committed as follows:

The defendants, in the County of New York and elsewhere, on or about February 13, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a sales summary.

TWENTY-EIGHTH COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about February 13, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a sales summary.

25

TWENTY -NINTH COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law § 175.1 0, committed as follows:

The defendants, in the County of New York and elsewhere, on or about February 13, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a sales summary.

THIRTIETH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about February 15, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, cash flow and balance sheet worksheets.

THIRTY-FIRST COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

26

The defendants, in the County of New York and elsewhere, on or about February 15, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, schedules of options and warrants.

THIRTY-SECOND COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law § 175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about April 24, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a spreadsheet detailing bank account activity ofIEAM.

THIRTY-TillRD COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.1O, committed as follows:

The defendants, in the County of New York and elsewhere, on or about May 14,2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, consolidating workbooks.

27

THIRTY-FOURTH COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about May 14,2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, consolidating workbooks.

TIllRTY-FIFTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law § 175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about June 11, 2008, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a quarterly report.

THIRTY-SIXTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

28

The defendants, in the County of New York and elsewhere, on or about June 18,2008, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a quarterly cash report.

THIRTY-SEVENTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about June 18,2008, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a quarterly cash report.

FALSIFIED DEBT INSTRUMENTS

THIRTY-EIGHTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about October 5,2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a promissory note between IEAM and Margulies and Levinson, LLP.

29

THIRTY-NINTH COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime ofFALSIFYlNG BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about October 26, 2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a promissory note between IEAM and Sapphire Associates, LLC.

FORTIETH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime ofFALSIFYlNG BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about November 17, 2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a promissory note between IEAM and Sapphire Associates, LLC.

FORTY-FIRST COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

30

The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about January 1, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a revolving credit grid note between IEAM and an entity located in Ohio controlled by a friend and cohort of James Margulies.

FALSIFIED INCENTIVE STOCK OPTION AGREEMENTS AND LETTERS

FORTY-SECOND COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about October 4,2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, an incentive stock option agreement between IEAM and a friend and cohort of James Margulies.

FORTY-TIDRD COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law § 175.10, committed as follows:

31

The defendants, in the County of New York and elsewhere, on or about November 1, 2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, an option exercise letter.

FORTY-FOURTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law § 175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about October 20, 2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, an incentive stock option agreement between IEAM and an account located in Ohio.

FORTY-FIFTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants, of the crime of FALSIFYING BUSINESS RECORDS IN THE FIR$T DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about February 4, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, an option exercise letter.

32

'FORTY-SIXTH COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about December 27, 2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, an incentive stock option agreement between IEAM and an account located in Ohio.

FORTY-SEVENTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law § 175.10, committed asfollows:

The defendants, in the County of New York and elsewhere, on or about February 4, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, an option exercise letter.

FORTY -EIGHTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

33

The defendants, in the County of New York and elsewhere, on or about December 27, 2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, an incentive stock option agreement between IEAM and an attorney located in Ohio.

FORTY-NlNTH COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about December 29, 2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, an option exercise letter.

FIFTIETH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.i0, committed as follows:

The defendants, in the County of New York and elsewhere, on or about December 27, 2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, an incentive stock option agreement between IEAM and a friend and cohort of James Margulies.

34

FIFTY-FIRST COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about December 29, 2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, an option exercise letter.

FALSIFIED PURCHASE ORDERS

FIFTY -SECOND COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.l0, committed as follows:

The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about December 31, 2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a purchase order.

FIFTY -THIRD COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

35

The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about December 31, 2006, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a purchase order.

FIFTY -FOURTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about February 28, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a purchase order.

FIFTY-FIFTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendant JOHN MAZZUTO, in the County of New York and elsewhere, on or about February 28, 2007, with intent to defraud and to commit another crime and to aid and conceal the commission thereof, made and caused to be made a false entry into the business records of an enterprise, IEAM, to wit, a purchase order.

36

FIFTY-SIXTH COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the

defendant JOHN MAZZUTO oftbe crime of FALSIFYING BUSINESS RECORDS IN THE

FIRST DEGREE, in violation of Penal Law § 175.10, committed as follows:

The defendant JOHN" MAZZUTO, in the County of New York and elsewhere, on or

about March 31, 2007, with intent to defraud and to commit another crime and to aid and

conceal the commission thereof, made and caused to be made a false entry into the business

records of an enterprise, IEAM, to wit, a purchase order.

FALSllITEDSTOCKPURCHASEAGREEMENT

FIFTY-SEVENTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the

defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FIRST

DEGREE, in violation of Penal Law §175.10, committed as follows:

The defendants, in the County of New York and elsewhere, on or about September 1,

2006, with intent to defraud and to commit another crime and to aid and conceal the commission

thereof, made and caused to be made a false entry into the business records of an enterprise,

IEAM, to wit, a stock purchase agreement.

CYRUS R VANCE, JR. District Attorney

37

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U Exhibit B

ATTORNEYS AT LAW

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3010D CHAGR.IN B1.. YD. i a.EVE1..AND I OHIO, 44114 ,

JAMES VI. MARGUUES I ~16.514.S99!1 I FAXZl6.514.s996 I jwm@ml-Ieg!!l.:om i

MARGULIES & LEVINSON LLP

December 26, 2006

John Mazzuto, Chief Executive Officer Industrial Enterprises of America, Inc. 111 Third Ave., Suite 1505

New York. NY 10017

Re: IOLTAAccount Usage

Dear John:

You have asked me to designate an attorney escrow account for use by IEAM and the shareholders for which you are attorney-in-fact to sell shares. I have informed you that I have a general attorney IOLTA account for these purposes. Since this is an unusual request, 1 thought it would be best to describe your request, its proposed use, the tenus of use and get your written confirmation before moving forward.

Please represent and acknowledge in the proper space below the following:

1. You have asked for a separate attorney [OLTA account for use by your Company and those who may sell shares in your Company;

2. This is specifically set up for your children and others who own large blocks of stock in the Company who wish to sell shares in large blocks;

3. You have asked. that we open a brokerage account for our attorney IOLTA account We have never done this before and will attempt to do so within proper legal frameworks;

4. That this Finn is not securities counsel for the Company and therefore will not be responsible for-researching the validity or legality of any such transactions. This task will fall upon your General Counsel Dr one of the other outside law firms that your Company uses;

5_ That the shares to be sold exist and are freely tradable in the market and that we will only issue shares from the transfer agent upon your consent and approval;

6. That you and your General Counselor another firm will be responsible for researching the legality, validity and appropriateness of these transactions and presenting proper paperwork to your auditors. Your Company will be responsible for all paperwork resulting from any sale;

EXHIBrr r/;qft) '!trg v), (,J

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Linda f). iJrulel<:l)i<, RPR, CSR

JWMD031973

JWM0031974

7. That the stock sold and the proceeds therefrom are not from and 'Will not be used for any illegal purposes; and

8. That you have the authority to sell shares for Regal Partners, M4 Capital, Mr.

Vannuci and Mr. Rosenthal.

Based on the above representations and acknowledgements, I will use the Margulies Law IOLT A account for your purposes and will take direction from you on the distribution of proceeds from such stock sales. As we have an engagement letters with M4 and Regal Partners, we win ask for letters from Mr. Vannuci and Mr. Rosenthal so that we can represent the proper selling party. You have suggested a broker to use for the brokerage account and we will endeavor to open such account. We must advise you that we are not familiar with brokerage laws and do not know whether we are able to open a brokerage account for this purpose. You have advised us that you and your general counsel have done this before and that it should be no issue.

We strive to provide services to you and your Company that exceeds expectations. I apologize for the formality of making you sign this letter but we have not done this type of transaction in the past without all paperwork in hand first I understand that the timing of the transactions "in not allow for this measure so we have to be sure you know what has to be done to foolow up the transactions.

Acknowledged:

Industrial Enterprises of America, Inc.

By:

Its:

Exhibit C

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

-----------------------------------------x

In Re:

PITT PENN HOLDING CO., INC., et al.,

Debtor.

Case No. 09-11475 (BLS) (Jointly Administered)

-----------------------------------------x

April 20, 2010 10:10 a.m.

Deposition of JAMES MARGULIES; taken by

the Debtor pursuant to Notice, at the offices of

Podvey Meanor Catenacci Hildner Cocoziello &

Chattman, P.C., The Legal Center, One Riverfront

Plaza, Newark, New Jersey, before Linda D.

Danelczyk, a Registered Professional Reporter,

Certified Court Reporter, and Notary Public of the

States of New York and New Jersey_

MERRILL LEGAL SOLUTIONS

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1 brokerage account? 1 Transactions occurred for the shareholders.
11: 41: 12 2 A. I have, as per this letter, set up 11:42:58 2 Q. I'm sorry. Let me rephrase.
3 the brokerage account at that particu lar broker. 11:43:01 3 In this case, your understanding was :
','
11:41:21 4 Q. Let me try another way. Okay? 4 that it was not for the company, it was for the
11:41:24 5 An IOL T A account can be an account in 5 shareholders; is that right?
6 a bank, right? 11:43:07 6 A, Yes.
11:41:29 7 A. Yes. 11:43:08 7 Q. SO where did the shares come from in
11:41:30 8 Q. And tben the only things that would B this case to be sold to the purchasing shareholder?
9 go in and oul or that account would be cash, right? 11:43:16 9 A. In which case? I'm sorry.
11:41:3510 A. Yes. 11:43:1810 Q. In the case of the one for his kids,
11:41:3611 Q. And my understand is when you say you 11 Mr. Mazzuto's kids?
12 set up a brokerage IOL T A account, you set up an 11:43:2412 A. I don't recall.
13 IOL T A account at a brokerage firm for which 11:43:2513 Q. You don't know?
14 transactions of stock can take place; is that right? ' 11:43:2614 A. No.
11:41:4915 A- Or cash, yes. 11:43:3315 Q. What happened to the proceeds for the !
11:41:5016 Q. Stock or cash, right? 16 purchase of the shares?
11:41:5117 A. Yes. 11:43:4217 A. I don't recall specifically.
So at tbis time, you had more than 11:43:4318 Q. Okay. Well, generally? ,
11: 41: 52 18 Q.
19 one IOL TA account, right? 11:43:4519 A. Generally they were directed by ,
,
11:41:5820 A. Yes. 20 Mr. Mazzuto.
11:41:5921 Q. One IOL T A account you had at a bank, 11:43:4821 Q. Well, at some point they went to your l
22 right? 22 IOL T A account, right?
11:42:0223 A. Yes. 11:43:5123 A. Yes.
11:42:0224 Q. And what was the name of that bank? 11:43:5124 Q. ADd when we say your IOL T A account,
11:42:0425 A. National City Bank. 25 are we talking the IOL T A account at the brokerag
82 84
11:42:06 1 Q. And was that in Cleveland? 1 firm?
11:42:06 2 A. Yes. 11:43:56 2 A. They started at the IOL T A in the ;
11:42:12 3 Q. And then you also bad an JOLT A 3 brokerage firm. \
,
4 nceeunt tbat was a brokerage account where stock and 11:43:59 4 Q. All right. Then where did they go? ,
5 cash could go, right? 11 :44 :00 5 A- They were transferred immediately to ;
1i:42:20 6 A. Yes. 6 the IOL T A account in Ohio.
11:42:20 7 Q. And where was that at? 11:44:03 7 Q. And that would be your firm bank ~
11:42:22 8 A. I believe in Texas. 8 account, right? :
11:42:21 9 Q. Where in Texas? 11:44 :06 9 A- My firm JOLT A account, not the ,
11:42:2610 A. I don't recall. 10 bank -
Q. Whatwas the firm name? J 1:44 :08 11 Q. Your firm IOLTA account at City '.
11:42:2611 "
'.
11:42:2912 A. WFG. 12 National?
11:42:30 13 Q. wrG? 11:44:1113 A. National City. r
11:42:3114 A- Yes. 11:44:1214 Q. I'm sorry, National City. '!
11:42:32 15 Q. And the best you can do for me is 11:44:1315 There is a City National Bank, right?
16 somewhere in Texas? 11:44:1416 At National City Bank, right?
11:42:36 17 A. Yes. 11:44:17 17 A. Yes.
11:42:3618 Q. And you told us the name of the 11:44:1818 Q. SO they started out, the proceeds for
19 broker. What was that again? 19 these shares started out in your brokerage IOL T A ,
11:4:2:3920 A. Chris Cozzolino. 20 account in Texas, right?
11:42:4021 Q. Chris Cozzolino. 11:44:2521 A. Yes.
11:42:4222 And so stock transaettons for J EAM 11:44:27 ~2 Q. Then the proceeds are transferred to
23 happened througb your stock brokerage IOLT A account ~3 your bank IOL T A account in Ohio, right?
24 right? 11:44:3424 A. Yes.
1l:42:S1 ~') A. Transactions did not occur for IEAM. 11:44:3425 Q. At National City, right?
8 ~j 8"; MERRILL LEGAL SOLUTIONS

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-
11:44:36 1 A. Yes. 1 that includes both of your lOt.. T A accounts, right? !
11:44:37 ~ Q. Then what happens? :2 The brokerage rot TA account and the bank JOLT A;
11:44:39 3 A. Then the proceeds are directed by 3 account? ,
,1 whoever the seller was. 11:4"7:03 4 A. The brokerage JOLT A account was never ,
]1:44:0 5 Q. Well, in this case, the seller is 5 used as anything other than 10 wire the proceeds 10
6 Mr. Mazzuto's children? 6 my Ohio IOL TA account,
,
11:44:47 7 A. Jfthe case was Mr. Mazzuto's 11:47:11 7 Q. Well, actually as we just talked
8 children then Mr. Mazzuto's children or Mr. Mazzuto B about, remember shares went into it and shares went;
9 would direct the proceeds. 9 out, right? ;
11: 44 : 53 10 Q. And where did be direct the proceeds 11:47:1810 And the proceeds came in to Texas and
11 to go? 11 tben went to Ohio? Remember that? ;
11:44 :5612 A. I don't recall, 11:47:2412 A. Yes. .~
ll:H:5613 Q. SO as you sit here, you can't 11:47:2413 Q. SO you should have written
14 remember what happened after the proceeds got into l4 instructions for both, right? I
j
15 your Cleveland IOL T A bank aeceunt, right? 11:47:3115 A. I'm not sure J have written ;
11:45:0516 A. Yes. 16 instructions on the share issuances or the shares i
I
11:45:2917 Q. Now, for your JOLT A accounts, you 17 being delivered to the account, 1
18 have to have written instructions or what to do, 11:47:3718 Q. Okay, why not?
19 right? 11:47:4119 A. Because that was not my I
i
11:45:4220 MR. MOTZEN'BECKER: Object to the 20 responsibility to have the shares show up in the I
21 form. 21 account, ,
11: 45: 4 3 22 A. Usually, yes. 11:47:4522 Q. Well, if It's an JOLT A account, you
11:45:4523 Q. Where did you maintain the written 23 have to have written instructions, right? Ii
,
instructions for your IOL T A account? 11:47:5124 A. If someone's depositing something in ~
24 1
11: 45: 5225 MR. MOTZENBECKER: Object to the 25 your IOl T A account, I don't believe you have to have i
86 88 j
.,
1 form. I written instructions. 1
11:45:52 2 Can you just define what you mean by 11:47:57 2 Q. And so you think to transfer the
3 the writlen instructions? From whom to whom? 3 money, the shares into and out of your IOL T A i
11:45:57 4 Q. You can answer. 4 brokerage account and to transfer the money in an
11:46:03 5 A. Usually just electronic files. 5 then out again you don't need written instroctions; r
11:46:05 6 Q. They're electronic files? 6 is that right? ,
l
11: 46:07 7 A. Yes, usually they were e-mails 11:48:08 7 A. I didn't discuss anything about
,
B directing me what to do with the proceeds. 8 money, I discussed the shares. I
11:46:10 9 Q. SO you think the written instructions 11:48:11 9 Q. SO you think you have it for the ,
10 came bye-mail? 10 money but not the shares; is that right?
!
11:46:1511 A. Yes. 11:48:1911 A. J believe that I have written ~
11:46:1512 Q. Where are your e-mails? 12 instructions for use of the proceeds from the stock i
11:46:1713 A. They were turned over to you. 13 sales. I do not recall or believe I required ,
:
11 :46:l914 Q. Okay. So your e-mail Irom this 14 written instructions for someone to deposit shares
15 period - and now we're looking at 2007 or so - was 15 in the brokerage account. ,
16 maintained on your server and you searched them an :111:48:34 16 Q. Okay. How did you determine that it .~
17 produced them to us, right? 17 was proper to have an IOLTA brokerage account? ';
11:4';:3218 A. They were maintained on my desktop 11:48:44 19 A. Mr. Mazzutoand Mr. Weisberg had told
19 machine. I searched them and produced them 10 you. 19 me that it had been done wirh them before. And I i
11: 46: 37 ~O Q. Okay, so if I look at what you gave 20 approached the broker and they opened the account.
21 me, r can find the written instructions for 1111 11:.J8:54 21 Q. Did you do anything independently to
~2 these transactions, righ t? 22 determine whether or not it was proper for an
11:46:44 :::3 A. For the transactions involving .- I 13 attorney to open an IOL T A brokerage account?
24 believe so for the most pari, yes. 11:49:0124 A. NO,I did not.
11:46:'::621:, Q. Now, for the written instructions 11:49:0425 Q. In doing so you relied on Mr. Mazzuto
87 89 800-8:26-027"1

MERRILL LEG.lJ,L SOLUTIONS

81S-S9J-23()f) Fe x 818-')93-2301 www.merrilJ'::(Jrp .. corn

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: )

) PITT PENN HOLDING CO., INC., et al. \ ) )

Debtors. )

---------------------)

CHAPTER 11

Case No. 09-11475 (BLS) (Jointly Administered)

Re: Docket No.

ORDER DIRECTING DOCUMENT PRODUCTION FROM PNC BANK fIkIa NATIONAL CITY BANK PURSUANT

TO RULE 2004 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE

Upon consideration of the Debtors' Motion for an Order Directing Document Production

from PNC Bank fIkIa National City Bank Pursuant to Rule 2004 of the Federal Rules of

Bankruptcy Procedure (the "Motion"), it is hereby ORDERED that:

1. The Motion is GRANTED; and

2. PNC Bank shall produce to the offices of the Debtor the documents requested in

Exhibit "A" to the Motion within 10 days of this Order.

DATED:

________ , 2010

Honorable Brendan L. Shannon United States Bankruptcy Court Judge

1 The debtors are: Pitt Penn Holding Co. (Case No. 09-11475), Pitt Penn Oil Co. LLC (Case No. 09-11476), Industrial Enterprises of America, Inc. (Case No. 09-11508), EMC Packaging, Inc. (Case No. 09-11524), Today's Way Manufacturing LLC (Case No. 09-11586), and Unifide Industries LLC (Case No. 09-11587), all of which have been jointly administered.

Motion to Compel Document Production from PNC Bank.docx

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: )

) PITT PENN HOLDING CO., INC., et al. 1, ) )

Debtors. )

CHAPTER 11

Case No. 09-11475 (BLS) (Jointly Administered)

CERTIFICATE OF SERVICE

I, Christopher D. Loizides, hereby certify that on July 30, 2010, I did cause to be served

true and correct copies of DEBTORS' MOTION FOR ORDER DIRECTING DOCUMENT

PRODUCTION FROM PNC BANK fIkIa NATIONAL CITY BANK PURSUANT TO

RULE 2004 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE on the parties

listed on the attached service list as indicated thereon.

DATED: July 30,2010

1 The debtors are: Pitt Penn Holding Co. (Case No. 09-11475), Pitt Penn Oil Co. LLC (Case No. 09-11476), Industrial Enterprises of America, Inc. (Case No. 09-11508), EMC Packaging, Inc. (Case No. 09-11524), Today's Way Manufacturing LLC (Case No. 09-11586), and Unifide Industries LLC (Case No. 09-11587), all of which have been jointly administered,

Motion to Compel Document Production from PNC Bank.docx

2002(i) SERVICE LIST VIA FIRST-CLASS MAIL

Records Custodian PNCBANK

4100 West 150th Street Cleveland, OR 44135

Derek J. Baker, Esquire REED SMITH LLP 2500 One Liberty Place Philadelphia, P A 19103

Adam Landis, Esquire

James S. Green, Jr., Esquire LANDIS RATH & COBB 919 Market Street, Suite 1800 P.O. Box 2087

Wilmington, DE 19899-2087

Andrew M. Stone, Esquire STONE LAW FIRM

1806 Frick Building

437 Grant Street Pittsburgh, PA 15219

Joseph D. Frank, Esquire FRANK GECKER LLP

325 N. LaSalle Street, Suite 625 Chicago, IL 60610

Kathleen A. Murphy, Esquire REED SMITH LLP

1201 N. Market Street, Suite 1500 Wilmington, DE 19801

Peter J. Duhig, Esquire

BUCHANAN INGERSOLL & ROONEY PC 1000 West Street, Suite 1410

Wilmington, DE 19801

David M. Klauder, Esquire OFFICE OF THE U.S. TRUSTEE 844 King Street, Suite 2207 Wilmington, DE 19801

Motion to Compel Document Production from PNC Bank.docx 2

Tobey M. Daluz, Esquire Joshua E. Zugerman, Esquire

BALLARD SPAHR ANDREWS & INGERSOLL LLP 919 N. Market Street, 12th Floor

Wilmington, DE 19801

John V. Fiorella, Esquire ARCHER & GREINER PC

300 Delaware Avenue, Suite 1370 Wilmington, DE 19801

Mark S. Halpern, Esquire Lisanne L. Mikula, Esquire HALPERN & LEVY

1240 Township Line Road Drexel Hill, P A 19026

Rachel B. Mersky, Esquire

MONZACK MERSKY McLAUGHLIN & BROWDER PA 1201 N. Orange Street, Suite 400

Wilmington, DE 19801

John P. Archer, Esquire David S. Blocker, Esquire

KOHRMAN JACKSON & KRANTZ PLL 13 75 E. 9th Street, 20th Floor Cleveland,OH 44144

Maurice Griffin, Deputy Atty. General DEPARTMENT OF LAW & PUBLIC SAFETY Division of Law

P.O. Box 093

Trenton, NJ 08625-0093

Nicola G. Suglia, Esquire FLEISCHER FLEISCHER & SUGLIA Plaza 1000 at Main Street, Suite 208 Voorhees, NJ 08043

Motion to Compel Document Production from PNC Bank.docx 3

Internal CMlECF Live Database

Page 1 of5

File a Motion:

09-11475-BLS Pitt Penn Holding Company, Inc.

Type: bk Chapter: 11 v

Assets: y Judge: BLS

Office: 1 (Delaware)

Case Flag: LEAD, CLMSAGNT

U.S. Bankruptcy Court

District of Delaware

Notice of Electronic Filing

The following transaction was received from Christopher Dean Loizides entered on 7/30/2010 at 11 :43 AM EDT and filed on 7/30/2010

Case Name: Pitt Penn Holding Company, Inc.

Case Number: 09-11475-BLS

Document Number: 497

Docket Text:

Motion to Compel/Debtors' Motion for Order Directing Document Production from PNC Bank f/k/a National City Bank Pursuant to Fed. R. Bankr. P. 2004 Filed by Pitt Penn Holding Company, Inc .. Objections due by 8/1612010. (Attachments: # (1) Exhibit A# (2) Certificate ofCompliance# (3) Notice # (4) Declaration of Robert L. Renck, Jr.# (5) Proposed Form of Order # (6) Certificate of Service) (Loizides, Christopher)

The following document(s) are associated with this transaction:

Document description:Main Document

Original fIlename:F:\TMW8E\DATA\files\Pitt Penn Holding Company, Inc\73010 MTC Doc Prod from PNC.pdf

Electronic document Stamp:

[STAMP bkecfStamp _ID=983460418 [Date=7 130/2010] [FileNumber=8689564-0] [6a20e281876fl4cde4cd001dd413c61c7ge610c1d193084a18648f8393dd690ee2e5 57a588daea623714bbcefa6772973c1672577792de86f2412435d8bab531]] Document description:Exhibit A

Original fIlename:F:\TMW8E\DATA\files\Pitt Penn Holding Company, Inc\73010 MTC Doc Prod from PNC Ex A.pdf

Electronic document Stamp:

[STAMP bkecfStamp _ID=983460418 [Date=7 130/2010] [FileNuniber=8689564-1] [a6cb85a690f4499890b44f3a19231fld096df697981fgeebI22a5026314b5e2b4417 eOa95c8aOOflce33748a2c14b376a5a85230e915b8b14d8600079920a06a]] Document description: Certificate of Compliance

Original fIlename:F:\TMW8E\DATA\files\Pitt Penn Holding Company, Inc\73 0 1 0 MTC Doc Prod from PNC Cert of Comp.pdf

Electronic document Stamp:

[STAMP bkecfStamp _ID=983460418 [Date=7 130/2010] [FileNumber=8689564- 2] [25284b69735bf2e4f1909b76ea78715b24f89b990e7303493d264b97723acge2693c 26837a8dbb498ef22046664e47bOc90360a606c6cf841ea0527e479586bO]]

https:llec£deb.uscourts.gov/cgi-binIDispatch.pl?634995 517516628

7/30/2010

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