**EXHIBIT 10.25****SUPPLY AGREEMENT**     This SUPPLY AGREEMENT (“Agreement”) is entered into as of May 31, 2005 (the“Execution Date”) and made effective as of September 1, 2005 (the “Effective Date”)by and among PVC CONTAINER CORPORATION, a Delaware corporation (“Parent”), Novatec PlasticsCorporation, Inc. a Delaware corporation (“Novatec” and together with Parent, the “Buyer”)and POLYONE CORPORATION, an Ohio corporation (“Supplier”).**RECITALS**     A. On or about the Execution Date, Supplier purchased certain assets of the Buyer pursuant toan Asset Purchase Agreement dated as of May 13, 2005 (the “Asset Purchase Agreement”).     B. As a result of such acquisition, Supplier manufactures and sells the polyvinyl chloridecompounds listed on Schedule A attached hereto (each a “Product” and collectively,the “Products”).     C. Buyer desires to purchase the Products from Supplier pursuant to the terms of thisAgreement.     D. Supplier desires to sell the Products to Buyer pursuant to the terms of this Agreement.**AGREEMENTS**     In consideration of the covenants and other agreements set forth herein, and for other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theparties hereby agree as follows:     1. Definitions. The following terms shall have the meanings set forth below.     “Agreement” shall have the meaning set forth in the first paragraph above.     “Annual Forecast” shall have the meaning set forth in Section 2(b).     “Asset Purchase Agreement” shall have the meaning set forth in the recitals.     “Change in Control” shall have the meaning set forth in Section 8.     “Closing Date” shall have the meaning set forth in Section 2(e).     “Confidential Information” shall have the meaning set forth in Section 7(a).     “Contract Year Volume Limit” shall have the meaning set forth in Section 2(a).“Contract Year” shall mean each twelve (12) month period beginning on September 1,2005 and continuing each twelve (12) month period thereafter until the end of the Term;provided, however, that the final Contact Year shall not be a completetwelve (12) month period but shall consist of the four month period from September 1, 2009through December 31, 2009.     “Effective Date” shall have the meaning set forth in the first paragraph above.     “Execution Date” shall have the meaning set forth in the first paragraph above.
 

 
     “Force Majeure Event” shall have the meaning set forth in Section 9.     “Maximum Product Volume” shall have the meaning set forth in Section 2(a).     “Price” shall have the meaning set forth in Section 4(a).     “Product” shall have the meaning set forth in the recitals.     “Quarterly Forecast” shall have the meaning set forth in Section 2(b).     “Specifications” shall have the meaning set forth in Section 2(e).     “Supplier” shall have the meaning set forth in the first paragraph above.     “Term” shall have the meaning set forth in Section 3(a).     “Transition Plan” shall have the meaning set forth in Section 5.     2. Supply of the Products; Minimum Supply; Exclusivity.          (a) Obligation to Purchase and Supply; Volume. Commencing on the Effective Date, andduring the Term, Buyer shall purchase from Supplier, and Supplier shall supply to Buyer, apercentage of Buyer’s requirements for the Products each Contract Year as set forth below, providedthat, in no event shall Supplier be obligated to supply more than nine million (9,000,000) poundsof Product per Contract Year (the “Maximum Product Volume”). Volumes of Products suppliedto Buyer by Supplier shall be based upon Buyer’s requirements for each Contract Year (the“Contract Year Volume Limit”) as follows:               (i) 100% of Buyer’s Product requirements from September 1, 2005 through August 31, 2007;               (ii) 80% of Buyer’s Product requirements from September 1, 2007 through August 31, 2008;               (iii) 70% of Buyer’s Product requirements from September 1, 2008 through August 31, 2009; and               (iv) 50% of Buyer’s Product requirements from September 1, 2009 through December 31, 2009.          (b) Reporting. At least sixty (60) days prior to the beginning of each Contract Year,Buyer shall provide Supplier with a written, good faith estimate of the aggregate volume ofProducts (by Product) that Buyer will require in the next Contract Year (the “AnnualForecast”). Within thirty (30) days prior to the commencement of each calendar quarter, Buyershall provide Supplier with a forecast for the upcoming quarter of the volume of Products (byProduct) for each month (the “Quarterly Forecast”) that Buyer will require for suchquarter.          (c) Supply. Buyer shall issue purchase orders for the Products setting forth thespecific quantities of each Product to be supplied by Supplier. Products shall be supplied bySupplier based on the Specifications and the purchase orders. All purchase order volumes shall bereasonably consistent with the Annual Forecast and the most recent Quarterly Forecast. Anypurchase order issued in connection with this Agreement shall be solely for the parties’ internalaccounting and operating purposes
 

 
and to facilitate payment; in no event shall the terms of any such purchase order (other thanthe line items which identify the specific quantities of each Product to be supplied by Supplierthereunder) become part of this Agreement or be deemed to have modified, amended or waived theprovisions hereof.          (d) Purchase Orders; Transportation; Title. Supplier shall arrange for shipment ofProducts to Buyer based on the lead times set forth in Schedule B attached hereto (whichSchedule B is subject to change during the Term pursuant to the normal business practicesof Supplier). Title to and risk of loss for Products shall pass from Supplier to Buyer uponSupplier’s delivery of the Products to the carrier selected by Supplier at Supplier’s plant.          (e) Specifications. Products sold to Buyer pursuant to this Agreement shall bemanufactured in accordance with the recipes and specifications for each Product as set forth inSchedule A (the “Specifications”), which were provided to Supplier by Buyer andused in Buyer’s business prior to the closing of the Asset Purchase Agreement (the “ClosingDate”).     3. Term; Termination.          (a) Term. Subject to the provisions of Section 3(b) and Section 8, the term of thisAgreement shall be the fifty-two (52) month period beginning on the Effective Date and endingDecember 31, 2009 (the “Term”).          (b) Termination. This Agreement, and any rights granted hereunder, may be terminatedin whole or in part at any time as follows:               (i) by the mutual written consent of Supplier and Buyer effective on a date determined by themutual agreement of the parties;               (ii) by either Supplier or Buyer effective sixty (60) days after giving written notice to theother party if such other party is in material breach or default of any term or condition of thisAgreement and such material breach or default remains uncured at the end of such sixty (60) dayperiod; or               (iii) by Supplier upon a Change in Control pursuant to Section 8 below.          (c) Effect of Termination. Any termination of this Agreement shall be withoutprejudice to any other remedies that Supplier or Buyer may have against the other arising out ofany breach or default and shall not affect any rights or obligations of Supplier or Buyer arisingunder this Agreement prior to such termination.     4. Pricing; Payments.          (a) Initial Price. During the Term, the initial price for each of the Products shallbe as follows (each as shall be adjusted from time to time pursuant to the provisions of Section4(b) below, a “Price”): GP Bottle — $0.78; GP Bottle-UV — $.081; and FDA Bottle — $0.79.The Price reflects bulk delivered pricing. An additional $0.015 per pound will be charged for eachProduct packaged in gaylord boxes. Additionally, if Buyer orders less than a truckload of Product,there will be an additional upcharge pursuant to the provisions of Schedule B attachedhereto (which Schedule B is subject to change during the Term pursuant to the normalbusiness practices of Supplier). The Price shall be in effect for May 2005 and June 2005, and willbe the starting point for indexed Price movements beginning on July 1, 2005. Prices set forth inthis Agreement are based solely on the Specifications for each Product. Product prices for volumesrequested by Buyer in excess of the Maximum Product Volume shall be negotiated
 

 
separately from this Agreement. Pricing for products that use specifications substantiallydifferent than the Specifications used in the Buyer’s business prior to the Closing Date shall benegotiated separately from this Agreement.          (b) Price Formula Adjustments. Commencing July 1, 2005, the Price for Product shallbe adjusted upward or downward by 85% of the price movement published by Chemical Data Inc. for GPsuspension resin (the “CDI”) in the prior two calendar months. By way of example, if theCDI increases $0.01 per pound in May 2005 from the CDI in April 2005, then the July 2005 GP BottlePrice shall be $0.7885 per pound, calculated as follows: $0.01 price increase between the pricesin April and May x 85% = $0.0085; $0.0085 + $0.078 (the initial price for a GP Bottle as shown inSection 4(a)) = $0.7885 per pound.          (c) Payment Terms. Payment to Supplier for Products shipped to Buyer shall be made inU.S. dollars within forty-five (45) days of the date of Supplier’s invoice. Buyer will receive adiscount equal to 1% of the total amount invoiced if Supplier receives payment for Products inBuyer’s lockbox within ten days after the date of the invoice submitted by Supplier to Buyer.     5. Toll Manufacturing. At Seller’s request, Buyer shall toll manufacture some of theProducts listed on Schedule A for Supplier for the period commencing September 1, 2005 andcontinuing up to but no longer than December 31, 2005. Buyer and Supplier shall use their goodfaith efforts to ensure the provision to Supplier of the Products requested by Supplier pursuant tothis Section 5.     6. Warranty; Limitation of Warranties.          (a) Warranty. Supplier hereby warrants to Buyer that all of the Products shallconform to the Specifications set forth on Schedule A and shall be free from all defects inmaterial and workmanship.          (b) No Other Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,SUPPLIER MAKES NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANYWARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY OF THEPRODUCTS. THIS PROVISION WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. IN NOEVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR PUNITIVE, CONSEQUENTIAL, SPECIAL, OR INCIDENTALDAMAGES UNDER OR IN CONNECTION WITH THIS AGREEMENT.          (c) Off Spec Products. If any Product fails to conform to the relevant Specifications(each an “Off Spec Product”), Buyer shall return the Off Spec Product to Supplier ordispose of the Off Spec Product, in either case at the option and expense of Supplier. Suppliershall replace any Off Spec Product within a commercially reasonable period, which period shall notexceed thirty (30) days from receipt by Supplier of notice from Buyer of the failure of the Productto meet the Specifications, or shall refund the Price of such Off Spec Product, at the option ofBuyer. Buyer agrees to cooperate with Supplier in remedying any nonconformity and with the returnor disposal of any Off Spec Product.     7. Confidentiality.          (a) For purposes of this Agreement, “Confidential Information” shall mean the terms ofthis Agreement and certain manufacturing, technical, scientific, application, employee, financial,customer, supplier, marketing and sales information of Buyer or Supplier that is a confidential,proprietary and valuable commercial asset of such party, including, without limitation, theSpecifications,
 

 
as well as information provided in writing by one party to the other party that is marked“Confidential” or, if disclosed orally, information that is designated as “Confidential” at thetime of disclosure and is confirmed in writing as “Confidential” within thirty (30) days of suchoral disclosure.          (b) Each party (i) shall treat all Confidential Information of the other party as confidentialby taking all reasonable precautions in accordance with procedures each party follows to preventdisclosure with respect to its own confidential information; (ii) shall not, without consent of theother party, disclose Confidential Information of such other party, directly or indirectly, to anythird party, except to each party’s employees, agents, lenders, attorneys or advisors, who are madeaware of the confidential obligations herein and who are reasonably required to have access to suchConfidential Information in order to perform the obligations of one of the parties under thisAgreement; and (iii) shall not use any portion of such Confidential Information for any purpose notauthorized by this Agreement.          (c) It is agreed that the obligations of this Section 7 shall not apply to ConfidentialInformation if: (i) either party can reasonably demonstrate that the Confidential Information wasindependently developed by any such party after the Closing Date; (ii) the Confidential Informationis or becomes available to the public generally, other than by or through acts or omissions of suchparty; (iii) the Confidential Information is rightfully obtained by either party withoutrestriction from sources that are rightfully in possession of such Confidential Information afterthe Closing Date and not under any obligation of confidentiality; or (iv) the ConfidentialInformation is required to be disclosed by any federal, provincial or state law, rule orregulation, or by any applicable judgment, order or decree of any court or governmental body oragency having jurisdiction over either party; provided, however, that each party will give to theother reasonable prior notice of such disclosure.          (d) Each party, at the written request of the other, shall promptly return all documentsreceived from the other or containing any Confidential Information of the other party disclosed toit, in whatever form contained, including all notes and copies thereof.          (e) The confidentiality provisions of this Agreement shall apply during the term of thisAgreement and for a period of five (5) years following the date this Agreement expires or isterminated in its entirety.     8. Change in Control of Buyer. If, during the term of this Agreement, Buyer shallpropose to engage in a Buyer Change in Control (as defined below) transaction, then Buyer shallnotify Supplier in writing of such proposed Buyer Change in Control promptly (and in any case,prior to the consummation of such Buyer Change in Control). Upon such Buyer Change in Control, (i)if the acquiror in such Buyer Change in Control engages in a Restricted Business, then Supplier mayterminate this Agreement as of the date of such Buyer Change in Control, or (ii) if the acquirordoes not engage in a Restricted Business, or if the acquiror engages in a Restricted Business butSupplier elects not to exercise its right to terminate this Agreement under subpart (i) above, thenthis Agreement shall be assigned by Buyer to the acquiror in the Buyer Change in Controltransaction. Upon such assignment, the acquiror must agree in writing (a copy of which isdelivered to Supplier prior to the consummation of such Buyer Change in Control) to assume thisAgreement and to be bound by the terms of this Agreement. For purposes of this Agreement,“Change in Control” means the sale of all or substantially all of a target’s assets to anyperson (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, asamended) (a “Person”), other than an affiliate, (ii) any reorganization, merger, consolidation orsimilar transaction which would result in the transfer of more than fifty percent (50%) of allvoting equity securities of a target immediately prior to such transaction to a Person other thanan affiliate, or (iii) a sale or issuance of more than fifty percent (50%) of all voting securitiesof a target to a Person other than an affiliate. For purposes of this Agreement, “Buyer Changein Control” means a Change in Control transaction in which Buyer is the target. For purposesof this Agreement, “Restricted Business” means (i)
 

 
the business of manufacturing and internally producing polyvinyl chloride compounds, or (ii)the business of manufacturing and internally producing polyvinyl chloride resins.     9. Force Majeure. Supplier shall not be responsible for its failure to perform itsobligations under this Agreement for such time and to the extent such failure to perform is causedby fire, flood, earthquake, tornado, hurricane, or other acts of God, strikes, riots, war, acts ofterrorism, rules or regulations of any governmental authority, or by compliance with any order ordecision of any court, board or other governmental authority (each a “Force MajeureEvent”). Supplier shall promptly give verbal notification, promptly confirmed in writing, toBuyer of the nature and extent of the matter causing the delay or failure and estimated duration ofthe suspension period.     10. Notices. Any notice or other communication given under this Agreement shall be inwriting and shall be (a) delivered personally; (b) sent by documented overnight delivery service;(c) sent by facsimile transmission, provided that a confirmation copy of such transmission is sentno later than the business day following the day of such transmission by documented overnightdelivery service or first class mail, postage prepaid; or (d) sent by first class mail, postageprepaid. Such notice shall be deemed to have been duly given (i) on the date of delivery, ifdelivered personally; (ii) on the business day after dispatch by documented overnight deliveryservice, if sent in such manner; (iii) on the date of facsimile transmission, if so transmitted; or(iv) on the fifth business day after sent by first class mail, postage prepaid, if sent in suchmanner. Notices or other communications shall be directed to the following addresses:   If to Supplier: PolyOne Corporation  33587 Walker Road  Avon Lake, Ohio 44012  Attn: Robert Rosenau, Vice President and General Manager — Vinyl  Compounds  Fax No.: (440) 930-1671   With a copy to PolyOne Corporation(which copy shall 33587 Walker Roadnot constitute Avon Lake, Ohio 44012notice): Attn: Wendy C. Shiba, Chief Legal Officer  Fax No.: (440) 930-1002     And to:     Thompson Hine, LLP  3900 Key Tower  127 Public Square  Cleveland, Ohio 44115  Attn: April V. Boise, Esq.  Fax No.: (216) 566-5800   If to Buyer: PVC Container Corp.  2 Industrial Way West  Eatontown, New Jersey 07724  Attn: William J. Bergen, President and Chief Executive Officer  Fax No.: (732) 544-8007
 

 
   With a copy to Jones Day(which copy shall North Pointnot constitute 901 Lakeside Avenuenotice): Cleveland, Ohio 44114  Attn: Joseph D. Hatina, Esq.  Fax No.: (216) 579-0212Either party may, by notice given in accordance with this Section 10, specify a new address fornotices under this Agreement.     11. Governing Law. This Agreement, together with all Exhibits and Schedules hereto,shall be construed and interpreted according to the laws of the State of Ohio without giving effectto any choice or conflict of law provision or rule that would cause the application of the domesticsubstantive laws of any other jurisdiction.     12. Assignment. This Agreement shall be binding and inure to the benefit of theparties hereto and their respective successors and permitted assigns. This Agreement may not beassigned by either party without the prior written consent of the other party hereto, which consentshall not be unreasonably withheld; provided, however, that, subject to theprovisions of Section 8 above, this Agreement may be freely assigned by either party hereto in aChange in Control transaction (without the requirement of the other party’s consent).     13. Dispute Resolution.          (a) Cooperation. The parties agree that if any dispute or controversy, other than amatter for which a party is entitled to specific performance, injunctive relief or other equitablerelief, arises out of this Agreement or the performance, breach, validity, interpretation orenforcement hereof, it is in the best interests of the parties for such dispute or controversy tobe resolved in the shortest time and with the lowest cost of resolution practicable. Consequently,the parties, at all times acting in good faith, agree to attempt to resolve any such dispute orcontroversy pursuant to the terms of this Section 13, other than a matter for which a party may beentitled to specific performance, injunctive relief or other equitable relief.          (b) Negotiation. If any dispute or controversy arises under this Agreement, theparties will negotiate in good faith in an attempt to agree as to whether a dispute exists, theexact nature of the dispute and the manner in which the dispute should be resolved. If deemedappropriate by the parties, a professional mediator may be engaged to assist in resolving thedispute. Any resolution of the dispute will be evidenced by a written agreement setting forth inreasonable detail the actions to be taken by each party. If no such written agreement is reachedwithin 30 days after the date on which a party first notifies the other in writing of its beliefthat a dispute or controversy exists, a party may pursue other remedies under Section 13(c) below.          (c) Arbitration. In the event that the parties are unable to resolve a dispute aftercomplying with the provisions of Section 13(b) above, then a party may seek to resolve such disputeby final and binding arbitration in Cleveland, Ohio, under the rules of the American ArbitrationAssociation. The parties shall select a single arbitrator mutually agreeable to both such parties.In the event that the parties are unable to agree upon an arbitrator, then each party shall selectan arbitrator within ten (10) days thereof, those two arbitrators shall select a third arbitrator,and such third arbitrator shall arbitrate the dispute. In the event that a party does not timelyselect an arbitrator under the preceding sentence, then the arbitrator selected by the other partyshall arbitrate the dispute. In the arbitration, each party shall
 

 
present its case and proposed resolution of the dispute to the arbitrator, and such arbitratorshall resolve such dispute by selecting one such proposed resolution as the final and bindingresolution of the dispute. The arbitrator shall have no power to add to, subtract from or modifyany of the terms or conditions of any proposed resolution.     14. Miscellaneous.          (a) Buyer agrees to indemnify and hold harmless Supplier and Supplier’s officers, directors,employees, affiliates, agents and representatives (collectively, the “Supplier IndemnifiedParties”) from and against all liabilities, claims, losses, damages, deficiencies and expenses,including reasonable attorney’s fees (collectively, “Losses”) incurred by the SupplierIndemnified Parties that arise from or relate to Buyer’s gross negligence or willful misconduct inthe performance of its obligations and duties under this Agreement. Supplier agrees to indemnifyand hold harmless Buyer and Buyer’s officers, directors, employees, affiliates, agents andrepresentatives (collectively, the “Buyer Indemnified Parties”) from and against all Lossesincurred by the Buyer Indemnified Parties that arise from or relate to Supplier’s gross negligenceor willful misconduct in the performance of its obligations and duties under this Agreement.          (b) Counterparts. This Agreement may be executed in counterparts, each of which shallbe considered an original, but all of which together shall constitute the same instrument.          (c) Waiver. No waiver by Buyer or Supplier of any breach of or default under thisAgreement shall constitute a wavier of any other breach or default.          (d) Relationship of Parties. The parties hereby acknowledge that Supplier and Buyerare acting solely in the capacity as an independent contractor and nothing in this Agreement shallbe construed to constitute either Supplier or Buyer as an agent of the other.          (e) Remedies. The parties’ remedies hereunder will be cumulative and in addition toany other remedies afforded by law or equity.          (f) Severability; Enforceability of Remedies. If any provision of this Agreement isheld by a court of competent jurisdiction to be unenforceable, invalid or void to any extent forany reason, that provision shall remain in full force and effect to the maximum extent allowable,if any, and the enforceability and validity of the remaining provisions of this Agreement will notbe affected thereby.          (g) Headings. The headings and titles of the sections in this Agreement are forconvenience of reference only and shall not affect the interpretation or construction of anyprovisions.          (h) Entire Agreement. This Agreement, the Asset Purchase Agreement and the schedulesand exhibits attached hereto and thereto (and hereby incorporated herein), together are a completeand exclusive statement of the terms of the agreement between the parties with respect to thesubject matter hereof and may not be amended, changed, modified, or waived except by an instrumentin writing executed by Supplier and Buyer. Any provisions in Supplier’s or Buyer’s purchaseorders, invoices, billing remittances, acknowledgment forms or similar documents which areinconsistent with the provisions of this Agreement shall be of no force or effect, regardless ofwhether such provisions would materially alter the terms hereof.[signature page to follow]
 

 
     The parties hereto have caused this Agreement to be duly executed by their respectiveofficers, thereunto duly authorized, as of the date first written above.     **SUPPLIER:**    **PolyOneCorporation**    By:/s/ John Rastetter   Name:John Rastetter   Title:Treasurer    **BUYER:**    **PVCContainer Corporation**    By:/s/ William J. Bergen   Name:William J. Bergen   Title:President & CEO   
 

 
     Novate Plastics Container Corporation has caused this Supply Agreement to be duly executed byits respective officer, thereunto duly authorized, as of the date first written above.     **BUYER:**    **Novatec Plastics Corporation**    By:/s/ William J. Bergen   Name:William J. Bergen   Title:President & CEO