Adversary Proceeding With George Cannan - Exhibits

EXHIBIT E
'.

Tnlrd Party Defendants.

LOMURRO, DAVISON, EASTMAN & MU~OZ, P.A. Monmouth Executive Center

100 Willow Btook Road, Building 1 Freehold, New Jersey 07728

(732) 462-7170

Attorneys for Third Party Defendant caro l tne Costante

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GEORG~ CANNAN and EMC AEROSOL, LLC ,n/k/a CC PACKAGING, LLC,

~ • a

p'la~nt~ffs,

VS.

EMC PACKAGING INC., INDUSTRIAL ENTERPRISES OF AMERICA INC., and P ,:& V WAREHOUSE & DISTRIBUTING CO. INC. t/a P&V WAREHO~SE,

D.~fendants.

EMC PACKAGINGf INC.,

Tnird Party Plaintiff,

vs.

,

JS REAiTY, LLC, CAROLINE COSTANTE, GEORGE CANNAN, JR., and STACY GANNAN,

SUPERIOR COURT OF NEW JERSEY OCEAN COUNTY

LAW' DIVISION

Docket No: OCN-L-3559-08

Civil Action

~HIRD PAR-rY DEFENDANT CAROLINE

COSTANTE'S ANSWER TO

DEFENDANT'S THIRD PARTY

COMPLAl:N~, SEPARATE DEFENSES

AND DESIGNATION OF m:uu. COUNSEL

Th!rd Party Defendant Caroline Costante

.r;eferred to as "Costante") I by and through counsel, Lomurro,

Davison, Eastman & Munoz, P.A., Answers the Thi~d party

(hereinafter

" "·'~·_·"'·>""" __ """"""'_."".'''''''''''''>+"''''''''''''·H~'·'··' • ,. ,. ..' • ,. , ,

Complaint of Defendant EMC Packaging,' Inc'. as follows:

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AS TO THE PARTIES

1.: Costante admits the 'allegations contained in paragraph

l' of the Third Party Complaint.

2. Cost ante admits the allegations' contained in pa'ragraph

2 of the Third Party Complaint.

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3., Costante admits the a:1.legations contained in paragraph

3 of the'Third party Cqmplaint.

4. Costante denies the allegations contained in paragraph

4 of the Third p'arty Complaint.

5.. Costante admits the allegations contained in ,paragraph

5 of th~ Third Party Complaint.

6.' Costante admits the allegations contained in paragraph

6 of t.t\~ Third Party Complaint.

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7.' Costante admits the allegations contained in paragraph 7 of th~ Third Party Complaint.

8., Costante admits the allegations contained in paragraph

8 of the Third Party'Complaint.

9.' Costante lacks sufficient information to either admit

or deny the allegations contained in paragraph 9 of the Third

Party Gomplaint and leaves Defendant/Third Party Plaintiff to

its proofs. \~;

10'~ Costante lacks sufficient information to either admit

or deny the allegations contained in paragraph 10 of the Third

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Party, Complaint and leaves Defendant/Third Party Plaintiff to

its proofs.

11. Costante admits the allegations contained in paragraph

12. Costante admits the allegations contained in paragraph'
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13. Costante admits the allegations contained in paragraph .. 13 of the Third Party Complaint.

AS TO 'THE FACTS

14,. In response to the allegat,ions contained in paragraph 14 of the Third Party Complaint, Costante ~dmits that Cannan was

an emp.loyee and officer of EMC' Packaging.

It is further

admitt~.~ that at some point, an employment. agreement wa.s entered

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into. ;':The remaining allegations contained in this paragl;aph -are

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denied,' :!

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15'. In response to the all.egations contained in paragraph t

i 15 of the Third Party Complaint·, Costante admits that she was 'an

employee and officer of EMC Packaging.

It is further admitted

that at, some point, an employment agreement was entered into.

The r~maining allegations contained in this paragraph are

denied.

16,~ Costante lacks 'sufficient knowledge to eit,her admit or

deny the allegations contained in paragraph 16 of the Third

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Party Complaint and leaves Defendant/Third Party Plaintiff to

its proofs.

17. Costante neither admits nor denies the allegations

contained in paragraph 17 of the Third Party Complaint. The

. terms of the agreement spea'k for themsel vas.

1~. Costante neither admits nor denies the allegations·

contained in paragraph 18 of the Third Party Complaint as these'

allegations are not directed toward her.

To the extent a

response is required, Costante denies all such allegatio~s.

19. Costante denies. the allegations co'ntained in paragraph

19 of the Third Party Complain,t.


. contain~d in paragraph 20 of the Third Party Complaint as these


To the extent a

response i~ required, Costante denie$ all such allegations.

21. Gostante denies the allegations contained in paragraph

21 of the Third party Complaint.

22. Cost ante neither admits nor denies the allegations

contained in paragraph 22 of the Third Party Complaint as the~e


To the extent a

respons~ is required, Costanta denies the allegations.

·23:" Costanta neither admits nor denies the allegations

containyd in paragraph 23 of the Third party Complaint as these

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To the extent a

response is required, all such allegations are denied.

24. Costante admits the allegations contained in paragraph.


25. In 'response to the allegations contained in paragraph

25 of', the Third Party Complaint, Costante admits that the

bankruptcy trustee sold the building to' JS Realty. The

remaining allegations contained in this paragraph are denied .

. 2~. Costante admits the allegations contained in paragraph

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2'6 of the Third . P~rty Complaint.

21;. Co~tante neither admits nor denies the allegations

contained in paragraph 27 of the Third Party Complaint as theSe


To the extent a·

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respons,~ is required, all such allegations are denied.

28:. In response to the allegations contained in paragraph 28 of the Third Party Complaint, Costante admits that JS Realty

borrowed $100,000 to finance the purchase of the building. The

remaining allegations contained in this paragraph are denied.

29.+ Costante neither admits nor denies the allegations

contained in paragraph 29 of the Third Par'ty Complaint as these


To the extent a

.respons,~ is required, Costante admits that the $100,000 was repaid. . The remaining. allegations contained in this paragraph

........... -- - '.~ are "denied.

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corrte.i.ned in paragraph 30 of 'the Third Party Complaint as they

are nqt directed toward her.

To the extent a response is

required, all such allegations are denied.

31. Costante neither· admits nor denies the allegations corrt.ad.ried in paragraph 31 of the Third Party Complaint as the

allega:t;ions are. not directed toward her.

To the extent a


AS ~O· THE FI·RST COUNT

32." Cost ante repeats .and realleges her answer to each and

every· .a,llegation contained in paragraphs 1-31 of the Third Party complai.nt as if set forth herein at' length.

33:'. ' Costante neither admits nor denies the allegations '.1'

-cont.af.ned in paragraph' 33 of the Third Party Complaint as they

are not directed toward her.


required; all such allegations are denied.

WHEREFORE, Costante demands judgment· dismissing the Third

Party Gomplaint with 'prejudice, . attorneys I fees and costs of

suit and all further relief the Court deems equit~ble and just.

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AS ~o !rHE .SECOND COUNT

34. Costante repeats and realleges her answer to each and

every allegation contained in paragraphs 1-33 of the Third Party" Complaint as if set forth herein at length.

35. Costante neither admits nor denies the allegations,

contained in paragraph 3'5 of the Third Party Complaint as these

allegations are not directed toward, her.

To the extent a

response is required, the allegations are neither admitted nor

denied, as these are conclusions of law and not 'statements of

fapt t.o, which a response is required.


. contained in paragraph 36 of the Third Party Cqmplaint as the

allegatlons are not directed, toward her.

To the extent a

respons~ is required, all such allegations are 'denied ..

WHEREFORE, Costante demands judgment dismissing the third

Party Complaint with prejudice, attorneys' . fees and costs of

suit and all further relief the Court deems equitable and just.

AS TO THE '1'H:tRD COUNT


every allegation contained in paragraphs 1-36 of the Third Party

Complai~t as if set forth herein at length.

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38. Costante neither admits nor denies the allegations . contained in paragraph 38 of the Third Party Complaint as these

allega~ions are not directed toward hev.

To the extent a


WHERRFORE, Costante demands judgment dismissing· the third

Party Complaint with prejudice~ at.t.o.rneys ' fees and costs of suit atid all further relief the·Court deems equitable and just.

AS '1'0 ~HE FOURTH COUNT

39/. Costante repeats and realleges her an.swer to each and-

every .allegation corrt.ad.ned Ln paragraphs 1-38 of the Third Part.y

Complaint as if set forth herein at length.

40... Costante ·neither admits nor denies the allegations

.contain~d· in paragraph 40 of the Third Party Complaint as these

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.. ,a.llegat.ions are not directed toward her.

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To the extent a

respons~ is required, all such allegations are denied.

WHEREFORE, Costante demands judgment dismissing the Third

Party somplaint with prejudice, attorneys' fees and costs of . suit and all further relief the Court deems equitable and just.

AS TO ~aE FIFTH COUNT

41. Costante repeats' and real leges her answer to each and


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Complaint as'if sat forth herein at length.

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contained in paragraph 42 of the Third Party Complaint as the


. To the extent a

'response is required, all such allegations are denied.

WHEREFO:RE, Costante demands judgment dismissing the Third

Party ',Complaint with prejudice, attorneys' fees and costs of

--.--.- ~.- - ·su.it and. a·IT·further relief the Court deems equitable and. j.ust.

AS TO THE' S:tr.t'H COUNT

4~. Costante repeats and realleges her answer to each and

,

every allegation contained -in paragraphs 1-42 of the Thi,rd Party

.Complaint as if set forth herein at length.

44·. Costante denies the a.llegations contained in paragraph

44 of the Third Party .compl.aint.

WHEREFORE, Costante demands judgment dismissing the Third i)

Party Complaint with prejudice, attorneys' fees and costs of

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AS TO THE SEVENTH COUNT





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contained 'in paragraph 46. of the Third Party' Complaint as ·these

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are conclusions of law, not statements of fact, and the'refore no

response is required.

47. Costante denies the allegations contained in paragraph


WHEREFORE, Costante demands judgment dismissing' the third

. Party Complaint with prejudice, attorneys' fees and costs of

suit and a'll further relief the Court deems equitable and just.

AS ~o ~HE EIGH~H CO~

4~.. Costante repeats and realleges her answer to each and every .. allegation contained in paragraphs 1-47 0f the Third Party

Complaint as·if set forth herein at length.

4~. Costante denies the allegations contained in paragraph

49 of trhe Third Party Complaint.

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WltEREFORE, Costante. demands· judgment dismissing the Third.



AS ~O THE NINTH COUNT


every allegation contained in paragraphs 1-4.9 of the Third Party

Complaipt as if set forth herein at length.

51:. Costante denies the allegations contained in paragraph

....... 'Sl of tlie Third Party' Complaint.

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WHEREFORE~ Costante demands judgment dismissing the Third

Party~omplaint with prejudice, attorneys' fees and costs. c.f

suit arid all further relief the Court deems equitable and just.

AS TO THE ~ENTH COUNT

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. 52. Costante repeats and realleges her answer t.o each and

. every ~·.llegation ·conta·ined in paragraphs 1-51 of the Third Party Complaint as if set forth' herein at length.

53;, Costante denies the allegations contained in paragraph

53 of the Third Party Complaint ..

WHEREFORE, Co s't.arrt.e: demands judgment dismissing the Third

Party. Complaint with prejudice, attorneys' fees and costs of

suit and all further relief the Co.urt deems equitable and just.

AS TO THE ELEVENTH COUNT

54'~ Costante repeats 'and realleges her answer to. each and

every allegation 00ntained in paragraphs 1-53 of the Third Party



contained in paragraph 55 of the Third party Complaint as the


To . the extent a

respons~ is required, all such allegations are denied.

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WHEREFORE, costante demands judgment dismissing the Third

Party. Complaint with prejudice, attorneys' fees and costs of

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suit and all fu~the~ relief the Court deems equitable and just.

AS TO THE ,TWELFTH COUNT

56. Costarite repeats and real leges her answer to each and

: every allegation contained in' paragraphs 1-55 of the Third Party

. ,


, 57 •. Costante 'neither admits nor denies the allegations

contained in paragraph·, 57 of the Counterclaim as they are not

directed toward her. ·To the extent a response is required, all

such allegations are denied.

WHEREFORE, Cost ante demand's judgment dismissing the Third

Party Complaint with 'prejudice, attorneys' fees and costs of

.suit and all further relief the Court deems equitable and just.

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AS TO THE THIRTEENTH COUNT


every a;tlegation contained in paragraphs 1-57 of the Third Party.Complaint as if set forth herein at length.

59. Costante neither admit nor deny the allegations

contained in paragraph 59 of the Third Party Complaint as they

are not: directed toward her.



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WHEREFORE, Costante demand judgment dismissing the Third

Party Complaint with prejudice, attorneys' fees and costs 'of suit and all further relief the Court deems equitable and just.

AS TO THE FOURTEENTH COUNT


every ,allegation contained in paragraphs 1-59 of the Third Party' Compla:l-nt as if set forth herein at length.

61. Costante -neither admits nor denies the allegations

contained in paragraph 61 of the Third Party: Complaint as they

are not; directed toward the her.

To the, extent a response is

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WHEREFORE, Costante demands judgment dismissing the Third

Party ~omplaint with prejudice, attorneys' fees and costs of' suit and 'all further relief' the Court deems equitable and just.

AS TO THE FIFTEENTH COUNT

62. Costante,repeats ,and realleges her answer to each and



'63. Costante neither admits nor denies the allegations

contained in paragraph 63 of the Third Party Complaint as they

are not directed toward her.


'required,' all such allegations' are denied.'

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WHEREFORE, C6stante demands judgment dismissing the Third



AS TO 'rHE SIXTEENTH COON!r

.64. Costante repeats and realleges her answer to each and

every ~llegation contained in paragraphs 1-63 of the Third Party .. Complaint as if set forth herein at length.

65. Costante neither ,admits nor denies the allegations

contained in paragraph 65 of the. Third Party Complaint as' they

are not directed' toward her.



WHEREFORE, -Costante demands· judgment dismissing the Third

Par·ty Complaint with prejudice, atrt.or'neys" fees and costs of'


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SEPARATE DEFENSES

FIRST SEPARATE .DEFENSE

Defendant I s Third Party Complaint fails to state a claim

upon which relief m~y be granted.

SECOND SEPARATE DEFENSE

De,fendant's Third E'arty Complaint is barred by the doctrine

of unclean hands.

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THIRD SEPARATE DEFENSE

Defendant's Third Party Complaint is barred, in whole or in

part, l?y the doctrine of waiver.

FOU'aTH SEPARATE DEFENSE

D~fendant# s Third Party Complaint is barred,' in whole or in

. part, by' the doctrine of estoppel.

FIFTH SEPARATE DEFENSE

Defendant's Third Party Complaint is barred, in whole or in

part, QY the doctmi.ne of laches.

SIXTH SEPARATE DEFENSE

Costante dd.d not violate any duty allegedly owed to the

.' Third P~rty' Defendant.

SEVENTH SEPARATE DEFENSE

Th~ Third Party Complaint fails to state fraud with

specificity.

EIGHTH SEPARATE DEFENSE

Costante at all relevant times act.ed reasonably and with

due care.

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Nr.NTH SEPARATE DEFENSE

Costante reserves the right to amend her answer and to

assert: additional defenses and/or supplement, alter or. modi,fy

their answer and defenses upon the discovery of more definitive'

facts ~nd upon the completio~ of a continuing investigation and

discovery.

DEMAND FOR STATEMENT OF DAMAGES

Demand is .hereby made of the Third Party Defendant to file

with tpe undersigned counsel for Costante within fiv~ days

here.of of service, a written statement of t.he-vamount; of damages

claime~ in·theThird Party Complaint pursuant to ~ 4:5-2.

DEMAND FOR DOCUMENTS

demand is

hereby made of

Pursuant to R.

4:18-2,

Defendant/Third party Plaintiff to serve counsel for Costante,

within five days, a copy of all documents referred to in the

Counterclaim.

DESIGNATION OF TRIAL,COUNSEL

Pursuant to R. 4:5-1, James M. McGovern, Jr., Esq. is

hereby designated as trial counsel for the Third Party Defendant

Caroline Costante'in this matter.

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NOi'J:CE OF' OTHER ACTIONS PURSUANT TO R.. 4:5-1

I hereby certify that the matter in corrt rovez sy is not the

subject of any other pending or contemplated action or

arbitration proceeding.

LOMURRO, DAVISON, EASTMAN & MUNOZ, P.A.

;. Attorneys for Third Party Defendant Caroline Costante

BY'~

ES M~ GOVERN, JR.

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LOMURRO, DAVISON, EASTMAN & MUNOZ, P.A. Monmouth Executive Center

100 Willow Brook Road, Building 1 Freehold, New Jersey 07728

(732) 462-7170

Attorneys for Plaintiffs George Cannan an EMC Aerosol, LLC n/k/a CC Packaging, LLC Third Party Defendants JS Realty, LLC, Ca~i-+'1"'1""2:S""-'~·""""·""""-~''''''''·~·''·~'·~·~I'''~'''_'-~

Costante, George Cannan, Jr. and Stacy Cannan

GEORGE CANNAN and EMC AEROSOL, SUPERIOR COURT

LLC n/k/a CC PACKAGING, LLC, OCEAN COUNTY LAW DIVISION

o

MAR 20 2009

OF NEW JERSEY

Plaintiffs,

VS. Docket No: OCN-L-3559-08

EMC PACKAGING INC., INDUSTRIAL Civil Action

ENTERPRISES OF AMERICA INC.,

and P & V WAREHOUSE & ORDER AMENDING JS REALTY'S

DISTRIBUTING CO. INC. t/a P&V ANSWER TO ASSERT A COUNTERCLAIM

WAREHOUSE, AGAINST EMC PACKAGING

Defendants.

EMC PACKAGING, INC.

Third Party Plaintiff,

vs.

JS REALTY, LtC, CAROLINE COSTANTE, GEORGE CANNAN, JR., and STACY CANNAN,

Third Party Defendants.

JS·REALTY LLC,

Plaintiff,

vs.

EMC PACKAGING INC., Defendant.

THIS MATTER having been opened to the Court by the -Law

Offices of Lomurro, Davisonr Eastman & Munoz, attorneys for

Plaintiffs· George Cannan and EMC Aerosol, LLC n/k/a CC

Steven F. Nemeth, J.S.C.

J.S.C.

Packaging, LLC and Third Party Defendants JS Realty, LLC,

Caroline Costante, George Cannan, Jr. and Stacy Cannan, on a

Motion to

Amend JS Realty's Answer to Assert a Counterclaim

against ENe Packaging; and the Court having considered all papers submitted and the arguments of counsel, and for good

cause shown;

IT IS on this ~ day of

____,_U ....... QJj=l""'-~ __ , 2 0 0 9;

ORDERED that the Third Party Defendant JS Realty, LLC, be

allowed to amend its Answer to assert a Counterclaim against EMe Packaging; and

IT IS FURTHER ORDERED that copies of the within Order shall be served upon all counsel of record with.th~"--7' days of the date

hereof.

PAPERS C2NSIDERED:

~ NOTICE OF MOTION

Z MOVANT1S AFFIDAVITS MOVANT'S BRIEF ANSWERING AFFIDAVITS ANSWERING B'RIEF CROSS-MOTION MOVANT'S REPLY

OTHER

FOR THE REASONS EXPRESSED ON THE RECOROLl 2.0 l 0 <1

2

EXHIBIT F

08/12/2008 14:58 FAX 732780923

LOMURRO

raJ 020/048

N)RCHASE AGRt;EMcNr.

THIS AGREE:MENT, made this 26th day of March 2008, by and between and among EMC

. ~R {"SelleJ;:) and EMC.Ae,",~,..$ ..... ol, ",--U4'C'""-+rJ.lBll.Iu!fJye"<.lr"-J)~ ~ _

WHEREAS, BUY,ar and Seller €Ire Seller and Buyer are negotiating that cerwrl1 ASset Purchase

Agreement. pursuant to which Buyer would purchase substantially all of the assets of Seller (~he "Asse.t

Purchase Transacdcn"): and

WHEREAS, the principal of Buyer 15 curren1ty operatlng the Saffer; and

WHEREAS, Buyer wishes and to purchase certain assets of 'the Company prior to the Asset Purchase Transection to preserve such assets; arid

WHEREA Seller has' agreed to sell the. certain assets to Buyer pursuant to the terms and 'condltions of this AgrEl&ment.

. NOW, THEREFORE, fot good and valuable consideration. the receipt end sufficiency of which are

hereby tl9'kllowiedged, Buyer and Seller agree as follows::

1. Seller shall eell to Buyer, and Buyer shall purchase from Seller, Nine Thousand (9,000) ArctIc Ail'

Cylinders (the "Purctieaed Cylinders") at a price of Fifty Dollars ($50_00) per cylinder.

2. The total purchase price for the Purchased Cylindeors will be Four Hundred Fifty Thousand Dollars ($450,000) to be paid by Buyer,to Seller In cash (or its equIvalent) (the "Purchase Price") at the Closing (as hereinafter defined).

3. The transactions contemplated. hereby shall be .coneummeted (the ~Olosln9N) on March 27, 20D8,

or on such other date as the parties may mutually Bgree (the ~Closin9 DateM).

(a) At the Closing, Buyer will deliver to Se~ler the Purchase Price; and

(b.) At the Closing. Ssller will deliver to Buyer a Bill of Sale for the Purchased Cylinders_

4_ Following the Closing and until tf)e consummation of the Asset Purchase Agreement. Seller shall hold the Purchased Cylin<fers separate from the other assets of Seller and shall not sell or otherwise dispose of the Purchased Assets. Buyer an~ Seller agree that the business of the Seller wfll be operated usIng cylindens other thantha Purchased Cylinders.

5. In the event l.he parties .are unable to consummate the Asset Purchase Transaction; SeUe.:- shall have the optlon to repurchase the Purchased Cylinders from Buyer at the Purchase P(1Ce by giving. Buyer written notice of its tntentIon to repurchase the Purchased ·Cyllndets.. 1f Seller dec-lines·to repurchase the Purchased Cylinders after the termInation of the Mset Purchase Transaction, Buyer shan be permitted to . sell or otherwise dIspose of the Purchased Cylfl'lders at Buyer's discretion.

6. The parties agree to work together in good faith to consummate the Asset Purchase Transaction

not later than April 11. 2008 or such other date as shall be mutually agreed to by tne partie:l1.

7, Buyer agrees that untit the closing of1he Asset Purchase Transaction. hewifl operata and maintain the business of Seller In the regular course conslstent with past practice and will not knowingly violate the terms of any contract connected wlth the business.

8. Seller represents and warrants, to the best of its knowledge (excluding the knowledge of Buyer)

that

(a,) Seller is the owner of and has good marketable title to the Purchased Cylinders;

(b.} The Purchased Cylinders will bee conveyed free and clear of alillel)s and encumbrances

, whatsoever;

08/12/2008 15:00 FAX 732780823

LOMURRO

@021/048

>(0.) Upon execution. 'thIs Agreement and all dQGuments and iostrumen1s which are or wnl be executed in connection with thIs tranmction by seller constrtute the legal, valid and bindIng obligatlon of Seiler In accordance with. the terms of said documents; and

(d.) l\Io })rokers or find0r8 have been BfI1pfo¥.ed on Sellar's ~eba!f..l.llat 'liQuid be entitled 12 § fee

by reason of J.he transactions contemplated by this Agreement.

THE fOREGOiNG WARRANTI~S ARJ:( IN UEU Of ALL Ol1iER WARRANTIES, EXPRESS OR IMPLlEO.INCLUDING TI10SE OF MERCHANTABIUlY OR FITNESS FOR ANY' PURPOSE.

9. Buyer represents.warrants and covenants that

(a) Buyer has the necessary authOrity to enter into this Agreemant and to purchase- the

Purchased ,Cyflnders:

{ti.} Upon execution, th}s Agreement and ali documents and instruments which are or wm be exeouted In connection with this ~nsactlon by Buyer constitute the legal, v~Jld end binding' obl!galion of Buyer in accordance with the terms of said documents: and

(c.) No br?kers or finders Jlave been employed on Buyer's behalfthatwQuld be entitled to a fee

by reason of. the transactions contemplated by tills f\greet'l'lent

10. This ,Agreement shall be bInding upon, and inu~.e to the benefit of the partie$ bereto and their respective successors. Neither party may assign this Agreement without the written consent of the other.

12_ This Agreement may not be modified except In a writing expressly referring to thfs Agreament whIch Is signed hy ell of the parties hereto, This Agreement shall be governed by the laWS,. of the Commonwealth of pennsylvania, without re:gard to Its conftici of laws principles. This Agreement may be executed In mUltiple counterparts, aU of whiCh together shall constitute one and the same document. Headings used In thIs Agreernent'are for convenience only and shall not be' used to construe Its meaning or intent, This Agreement shall be construed according to Its: fair meanIng and not slric1Jy for or against either

. party. Eaoh part.y-. shall pay 'its respeclhfe expenses incident of this Agreement and the transactions contemplated here~y.

IN WITNESS WHEREOF, the parties signed this Agreement the' date and year first above written.

SELLER:

EMC Packaging. Inc,

, 8y: industrial Enterprises of America, Inc.

Us sole shareholder

BUYER:

EMC Aerosol, LLC

By~ _--''--' ~_

Its: __ ~ ~ __ ~ _

2.

08/12/2008 15:00 FAX 732780823

LOMURRO

@022/048

(d,) No ~kern ,,"flnd8l'li nawb&8n feo by ~ofthe trsn~rontGJn

't'tiE FOREGOING WARIW>lllS· Aim ilN~UUiEEJrOion~~~~~~arS!~*-<m~-_:__ rMPueo. INCUJO)NG THOS!! OF. U~cttANT. fl.trY OR Ff1l,1E$S FOR N#.V PURPOSe.

s.

fa.) BUyet hss 1he JlI8C'8il!iSrY autttm to enter Illb lhfa Agraemerrt and to purd'Jae:s ~

PtJ~ CyIlndf!I'$!

(Il.) Upon ~n. thJ. ~ment tI aU <I1QctJn:Iema i!ltId IltstlUmenfs whidl are or Wl11

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2

XHIBIT G

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

THE PEOPLE OF THE STATE OF NEW YORK

Indictment No. 2503/2010

JOHN D. MAZZUTO and JAMES W. MARGULms.

Defendants.

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

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

Penal Law §155.42, conmrittedas 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 and 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.

THlRD 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(1)(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. ("mAM"). 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 New 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 ("OTe 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 ofIBAM. 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 firm 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 mAM, including outside counsel, CFO, General Counsel, CEO, and member of the board of directors. Margulies obtained in excess of $6 million from the scheme.

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TBESCBEME

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 VBe 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 Us. Securities and Exchange Commission'

Onc~ 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 ("~EC") on January 24,.2005, along with an employee stock option plan (the ''Plan''), registering 15 million sharesofiEAM 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.

4

The IEAM Plan authorized the IEAM board of directors to issue securities to: (1)

employees; (2) outside members oftbe 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 bad 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 ofIEAM 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, reve~~e, ~r to various entiti~s or

. . .

accounts controlled by the schemers.

The single largest recipient of IEAM 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.

5

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 8-8 registration and Plan.

The "pump"

. To fraudulently inflate the market value QfIEAM stock, and to solicit and encourage public investment in lEAM, 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 mAM 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 IBAM 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 ofS-8-issued shares as: (1) loans from various entities; (2) revenue from the exercise of stock options; (3) reimbursement of legal 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 of IEAM 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, excbange, sale, negotiation and purchase of securities of Industrial Enterprises of America, Inc.

FIFTH COUNT:

AND THE GRAND JURY AFORESAIDJ 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 I, 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 § lOS. 10(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 sbares 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 lEAM 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, LLC, 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.


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 8-8 and Plan and directing the issuance of 425,000 shares to members of his family.


to the IEAM stock transfer agent invoking the 8-8 and Plan and directing the issuance of 500,000 shares t~ an investment entity located in Ohio and controlled by Co-Conspirator #3, a business associate of John Mazzuto's.


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


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


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


to the IEAM 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,


to the IEAM stock transfer agent invoking the 8-8 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 of IEAM.

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 !BAM 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 of IEAM stock outstanding.

24. On or about September II, 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 ffiAM 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 the board of directors .. of IEAM

> • ~. •

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 S-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 S-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 S-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 S-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 Mazzutoand 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 S-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.

15

50. On or about May 22, 2007, IEAM 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 ofIEAM

52. On or about July 12,2007, IEAM 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 ofIEAM.

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 Sw8 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 IEAM shares outstanding and earnings guidance for the company.

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

minutes oftbe meeting of the board of directors ofIEAM.

59. On or about September 27, 2007, IEAM 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 of IEAM.

EIGHTH COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FmsT 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.l0, 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 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 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 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 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 IEAM.

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TWELFTH COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSlNESS 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 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 COUDty 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 of IEAM.

FOURTEENTH COUNT:

AND TIIE 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:

19

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 ofIEAM.

SIXTEENTH COUNT:


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.

20

SEVENTEENTH 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 Pen a! Law §175.l0, 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 thereat made and caused to be made a false entry into the business records or" an enterprise, IEAM, to wit, minutes of the meeting of the board of directors of rEAM.

EIGHTEENTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO oftbe crime of FALSIFYING BUS1NESS RECORDS IN THE FIRST DEGREE. in violation ofPena1 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 t4e meeting of the board of directors of IEAM.

NlNETEENTH 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:

21

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 JOlIN" 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 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 TIIE 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:

22

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, rEAM. to wit, a consulting agreement between IEAM and a stock

promoter who arranged sham private stock sales for rEAM.

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 TIm GRAND JURy AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime of FALSIF~G Bl,TSIl'lESS. RECORDS IN THE FIRST DEGREE, in violation of Penal Law' § 175.10, committed as follo~s:

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.

23

TWENTY-FOURTH COUNT:


defendant JOHN MAZZUTO of the crime of FALSIFY1NG BUSINESS RECORDS IN THE

FIRST DEGREE, in violation of Penal Law §17S.1O, 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


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-FIFTII 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:


about November 3, 2006, with intent to defraud and to commit another crime and to aid and


records of an enterprise, mAM~. to wit, a consulting agreement between IEAM and an

investment entity located in Ohio.

TWENTY-SIXTH COUNT:


defendant JOHN MAZWTO 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 JEAM 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 § 175.10, 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.

TWENTY-EIGHTH COUNT:

AND THE GRAND JURY AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYlNG BUSINESS RECORDS IN TIlE 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:


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, rEAM, to wit, a sales summary.

TIllRTIETII 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, mAM, 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 FffiST 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, mAM. 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 FmsT 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 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, mAM, to wit, a spreadsheet detailing bank account activity of IEAM.

TIURTYwTHIRD COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FmsT 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, !BAM, to wit, consolidating workbooks.

27

THIRTY-FOURTH COUNT:


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. mAM:, to wit, consolidating workbooks.

THIRTY-FIFTH COUNT:


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.

TIDRTY~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

TIIIRTY ~EIGHTH COUNT:

AND TIlE GRAND JURY AFORESAID, by. this indictment, further accuses the defendants of the crime of FALSIFYING BUSINESS RECORDS IN THE FmsT DEGREE, in violation of Penal Law §175.lO, 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:


defendant JOHN MAZWTO of the crime of FALSIFYING BUSINESS RECORDS IN THE

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


about October 26, 2006, with intent to defraud and to commit another crime and to aid and


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 ofFALSIFY1NG BUSINESS RECORDS IN THE

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


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:



FlHST DEGREE, in violation of Penal Law §175.l0, 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:


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-THIRD COUNT:


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 AFORESAlD, by this indictment, further accuses the defendants, of the crime of FALSIFYING BUSINESS RECORDS IN THE FIR$T DEGREE, in violation of Pen a! 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, rEAM, to wit, an incentive stock option agreement between IEAM and an account located in Ohio.

FORTY-SEVENTII 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 FmBT 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-NINTH COUNT:

AND THE GRAND JURy AFORESAID, by this indictment, further accuses the defendants of the crime of FALSIFY1NG 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 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 FmST DEGREE, in violation of Penal Law §175.l0, 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 §17S.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 TIlE GRAND JURy AFORESAID, by this indictment, further accuses the defendant JOHN MAZZUTO of the crime ofFALSIFY1NG BUSINESS RECORDS IN THE FmsT 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 TIlE GRAND JURY AFORESAID, by this indictment, further accuses the defendant JOlIN" MAZZUTO of the crime ofFALSIFY1NG 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, IEA.J.\.1, 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 OfFALSIFY1NG BusmESS 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.lO, 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, lEAM, to wit, a purchase order.

36

FIFTY-SIXTII COUNT:

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


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


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


records of an enterprise, ~AM, to wit, a purchase order.

FALSnnEDSTOCKPURCHASEAGREEMENT

FIFlY-SEVENTH COUNT:


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

EXHIBIT H

134 A Cylinders at P&V Warehouse
Shipped/Invoice Date Amount of Cylinders Customer
4/1/09 600 Elgart
4/109 400 Middlesex
4/17/09 1040 Chesapeake
4/17/09 1040 Jead Auto
5/7/09 400 Jead Auto
5/7/09 400 Elgart
6/23/09 200 Elgart
3/18/10 2920* Jead Auto

7000 * This was a sell out of all that remained in the warehouse at the time.

Adversary Proceeding With George Cannan - Exhibits

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