EXHIBIT A PROMISSORY NOTEPromissory Note • December 29th, 1999 • Ciro International Inc
Parties to this Overtenant: Merchants T & F, Inc. Sublease: Address for notices: 445 Fifth Avenue, New York, N.Y. 10016 You, the Undertenant: Ciro International, Inc. Address for notices: 445 Fifth Avenue, New York, N.Y. 10016Sublease Agreement • March 29th, 2000 • Ciro International Inc • Jewelry, silverware & plated ware
ARTICLE IAsset Purchase Agreement • March 29th, 2000 • Ciro International Inc • Jewelry, silverware & plated ware • New York
PLAN AND AGREEMENT OF MERGER OF MID-WAY MEDICAL AND DIAGNOSTIC CENTER, INC. (A Florida Corporation) INTO MID-WAY MEDICAL AND DIAGNOSTIC CENTER, INC. (A Nevada Corporation)Merger Agreement • March 29th, 2000 • Ciro International Inc • Jewelry, silverware & plated ware
RECITALS:Consulting Agreement • March 29th, 2000 • Ciro International Inc • Jewelry, silverware & plated ware • New York
RECITALS:Stock Purchase Agreement • December 29th, 1999 • Ciro International Inc • New York
PLAN AND AGREEMENT OF MERGER OF CIRO JEWELRY, INC. (A Delaware Corporation) INTO MID-WAY ACQUISITIONS CORP. (A Nevada Corporation)Merger Agreement • December 29th, 1999 • Ciro International Inc
RECITALS:Consignment Agreement • March 29th, 2000 • Ciro International Inc • Jewelry, silverware & plated ware • New York
CONSULTING AGREEMENTConsulting Agreement • December 29th, 1999 • Ciro International Inc
STOCK PURCHASE AGREEMENT AGREEMENT, entered in to effective as of the __ day of September, 1997, by and between Mid-Way Medical and Diagnostic Center, Inc., a Florida corporation hereinafter referred to as "Issuer"; and David Cohen, hereinafter...Stock Purchase Agreement • December 29th, 1999 • Ciro International Inc • Florida
LOAN AND SECURITIES PURCHASE AGREEMENTLoan and Securities Purchase Agreement • January 31st, 2008 • Industrial Enterprises of America, Inc. • Miscellaneous products of petroleum & coal • New York
This Loan and Securities Purchase Agreement (this “Agreement”) is dated as of January 15, 2008 between Industrial Enterprises of America, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is made as of May 18, ("Buyer"), Advanced Bio/Chem, Inc. d/b/a ProtcEx, a Nevada corporation (the Agreement are defined in Section 12. The Disclosure Letter, together with any...Asset Purchase Agreement • January 24th, 2005 • Advanced Bio/Chem Inc • Jewelry, silverware & plated ware • New York
EMPLOYMENT AGREEMENTEmployment Agreement • September 12th, 2007 • Industrial Enterprises of America, Inc. • Miscellaneous products of petroleum & coal • Delaware
THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the first day of September, 2007, by and between INDUSTRIAL ENTERPRISES OF AMERICA, INC., a Nevada corporation, with an office for the conduct of its business at 711 Third Ave, Suite 1505, New York, New York 10017 (the "Company"), and Jorge E. Yepes, an individual residing at 15644 SW 53rd CT, Miramar, Florida 33027 (the "Executive").
RECITALS:Merger Agreement • December 29th, 1999 • Ciro International Inc
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 2nd, 2005 • Advanced Bio/Chem Inc • Jewelry, silverware & plated ware • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made this 7th day of October, 2004, between Advanced Bio/Chem, Inc., a corporation organized and existing under the laws of the State of Nevada (“Purchaser”), and the holders (collectively, the “MCIG Shareholders”) of all of the issued and outstanding capital stock (the “Shares”) of EMC Packaging, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”).
ContractMembership Interest Purchase Agreement • February 9th, 2006 • Industrial Enterprises of America, Inc. • Jewelry, silverware & plated ware • New York
ASSET PURCHASE AGREEMENT by and among INDUSTRIAL ENTERPRISES OF AMERICA, INC., PITT PENN OIL CO., LLC, FORTCO PITTSBURGH, LLC, and FORTCO PLASTICS, INC. Dated May 12, 2006Asset Purchase Agreement • May 16th, 2006 • Industrial Enterprises of America, Inc. • Miscellaneous products of petroleum & coal • New York
This ASSET PURCHASE AGREEMENT (“Agreement”), dated May 12, 2006, is by and among FORTCO PITTSBURGH, LLC, a Missouri limited liability company (“Buyer”), FORTCO PLASTICS, INC., an Indiana corporation (“Fortco Plastics”), INDUSTRIAL ENTERPRISES OF AMERICA, INC., a Nevada corporation (“IEA”) and PITT PENN OIL CO., LLC, an Ohio limited liability company and a subsidiary of IEA (“Seller”).
FORBEARANCE AGREEMENTForbearance Agreement • May 30th, 2008 • Industrial Enterprises of America, Inc. • Miscellaneous products of petroleum & coal • Pennsylvania
This FORBEARANCE AGREEMENT (the “Agreement”) is made this as of the 23rd day of May, 2008 (the “Forbearance Effective Date”), by and among SOVEREIGN BANK (the “Lender”), INDUSTRIAL ENTERPRISES OF AMERICA, INC. (the “Parent”), UNIFIDE INDUSTRIES, LIMITED LIABILITY COMPANY (“Unifide”), PITT PENN OIL CO., LLC, (“Pitt Penn”), EMC PACKAGING, INC. (“EMC”), TODAYS WAY MANUFACTURING LLC (“Today’s Way”), and PITT PENN HOLDING CO., LLC (“Pitt Holding”, together with Parent, Unifide, Pitt Penn, EMC and Todays Way, each a “Borrower” and collectively, the “Borrowers”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2004 • Advanced Bio/Chem Inc • Jewelry, silverware & plated ware • Nevada
This Employment Agreement (the "Agreement") is dated as of September 5, 2003 and between Advanced Bio/Chem, Inc., a Nevada corporation (the "Company"), and Steven Rash (the "Officer").
FIRST CONTINUED, AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • February 19th, 2008 • Industrial Enterprises of America, Inc. • Miscellaneous products of petroleum & coal • New York
FIRST CONTINUED, AMENDED AND RESTATED SECURITY AGREEMENT, dated as of October 11, 2007 (this “Agreement”) made by INDUSTRIAL ENTERPRISES OF AMERICA, INC., a Nevada corporation, having its principal office at 711 Third Avenue, New York, New York 10017 (“Parent”), UNIFIDE INDUSTRIES, LIMITED LIABILITY COMPANY, a New Jersey limited liability company, having its principal office at 121 Highway 36, Suite 125, West Long Branch, New Jersey 07764 (“Unifide”), PITT PENN OIL CO., LLC, an Ohio limited liability company, having its principal office at 426 Freeport Road, P.O. Box 296, Creighton, Pennsylvania 15030 (“Pitt Penn”), EMC PACKAGING, INC., a Delaware corporation, having its principal office at 550 James Street, Lakewood, New Jersey 08701 (“EMC”), TODAYS WAY MANUFACTURING LLC, a New Jersey limited liability company, having its principal office at 1081 Rosemary Boulevard, Akron, Ohio 44306 (“Todays Way”), and PITT PENN HOLDING CO., LLC, an Ohio limited liability company having its principal
NUMBER SHARESStock Certificate • December 30th, 2004 • Advanced Bio/Chem Inc • Jewelry, silverware & plated ware
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations.
WITNESSETHTermination of Exclusive License Agreement • March 29th, 2000 • Ciro International Inc • Jewelry, silverware & plated ware
CREDIT AGREEMENTCredit Agreement • February 19th, 2008 • Industrial Enterprises of America, Inc. • Miscellaneous products of petroleum & coal • New York
CREDIT AGREEMENT (the “Agreement”) dated as of October 11, 2007, by and among SOVEREIGN BANK, a federal savings bank (the “Lender”) and INDUSTRIAL ENTERPRISES OF AMERICA, INC., a Nevada corporation, having its principal office at 711 Third Avenue, New York, New York 10017 (“Parent”), UNIFIDE INDUSTRIES, LIMITED LIABILITY COMPANY, a New Jersey limited liability company, having its principal office at 121 Highway 36, Suite 125, West Long Branch, NJ 07764 (“Unifide”), PITT PENN OIL CO., LLC, an Ohio limited liability company, having its principal office at 426 Freeport Road, P.O. Box 296, Creighton, PA 15030 (“Pitt Penn”), EMC PACKAGING, INC., a Delaware corporation, having its principal office at 550 James Street, Lakewood, NJ 08701 (“EMC”), TODAYS WAY MANUFACTURING LLC, a New Jersey limited liability company, having its principal office at 1081 Rosemary Boulevard, Akron, Ohio 44306 (“Todays Way”), and PITT PENN HOLDING CO., LLC, an Ohio limited liability company having its principal off
AMENDMENT 1 TO LOAN AND SECURITIES PURCHASE AGREEMENTLoan and Securities Purchase Agreement • March 26th, 2008 • Industrial Enterprises of America, Inc. • Miscellaneous products of petroleum & coal • New York
THIS AMENDMENT 1 TO LOAN AND SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of the 20th day of March, 2008, by and between Industrial Enterprises of America, Inc. (the “Company”) and Black Nickel Vision Fund LLC (the “Purchaser”).
ASSIGNMENT OF FRANCHISE AND LICENSE AGREEMENTS THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, made, executed and delivered on the 2nd day of February, 1995, by Alan Cohen, as Chapter 11 Trustee for Ciro Inc., Ciro of Bond Street, Inc., and Ciro Creations,...Assignment of Franchise and License Agreements • December 29th, 1999 • Ciro International Inc
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, made, executed and delivered on the 2nd day of February, 1995, by Alan Cohen, as Chapter 11 Trustee for Ciro Inc., Ciro of Bond Street, Inc., and Ciro Creations, Inc. (herein called "Trustee") to Merchants T&F, Inc., a New York corporation (herein called "Buyer").
ACQUISITION AGREEMENT BY AND AMONG INDUSTRIAL ENTERPRISES OF AMERICA, INC., UNIFIDE INDUSTRIES, LIMITED LIABILITY COMPANY, BARRY J. MARGULIS AND SCOTT L. MARGULISAcquisition Agreement • July 18th, 2005 • Industrial Enterprises of America, Inc. • Jewelry, silverware & plated ware
Agreement dated as of the 1st day of June 2005 by and among, Industrial Enterprises of America, Inc., a Nevada corporation, with an address at 711 Third Avenue, Suite 1505, New York, NY 10017 (“Industrial Enterprises”), Unifide Industries, Limited Liability Company, a New Jersey limited liability company, with an address at 121 Highway 36, West Long Branch, NJ 07764 (“Unifide”), Barry J. Margulis with an address c/o Unifide, 121 Highway 36, West Long Branch, NJ 07764 (“Barry”) and Scott L. Margulis with an address c/o Unifide, 121 Highway 36, West Long Branch, NJ 07764 (“Scott”); Scott and Barry are hereinafter jointly referred to as the “Unifide Members”) who own all of the issued and outstanding membership interests of Unifide (the “Membership Interests”) as of the date of this Agreement.
ContractMerger Agreement • December 10th, 2004 • Advanced Bio/Chem Inc • Jewelry, silverware & plated ware • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 18, 2003, is among Ciro International, Inc., a Nevada corporation ("Parent"), Advanced Bio/Chem Acquisition Corp., a Texas corporation and a direct and wholly owned subsidiary of Parent ("Merger Sub"), and Advanced Bio/Chem, Inc., a Texas corporation (the "Company").
ACQUISITION AGREEMENTAcquisition Agreement • July 18th, 2005 • Industrial Enterprises of America, Inc. • Jewelry, silverware & plated ware
Agreement dated as of the 1st day of June 2005 by and among, Industrial Enterprises of America, Inc., a Nevada corporation, with an address at 711 Third Avenue, Suite 1505, New York, NY 10017 (“Industrial Enterprises”), Todays Way Manufacturing, LLC, a New Jersey limited liability company, with an address at 121 Highway 36, West Long Branch, NJ 07764 (“Todays”), Barry J. Margulis with an address c/o Todays 121 Highway 36, West Long Branch, NJ 07764 (“Barry”) and Scott L. Margulis with an address c/o Todays, 121 Highway 36, West Long Branch, NJ 07764 (“Scott”); Scott and Barry are hereinafter jointly referred to as the “Todays Members”) who own all of the issued and outstanding membership interests of Todays (the “Membership Interests”) as of the date of this Agreement.
FOR VALUE RECEIVED, INDUSTRIAL ENTERPRISES OF AMERICA, INC., a Nevada corporation, UNIFIDE INDUSTRIES, LIMITED LIABILITY COMPANY, a New Jersey limited liability company, PITT PENN OIL CO., LLC, an Ohio limited liability company, EMC PACKAGING, INC., a...Loan Agreement • February 19th, 2008 • Industrial Enterprises of America, Inc. • Miscellaneous products of petroleum & coal
This Note is the Revolving Credit Note referred to in the Agreement, and is entitled to the benefits thereof and may be prepaid in whole or in part as provided therein.
