EXHIBIT 10.8

                   Consulting Agreement dated January 1, 2001
                               with Sherwood LLC





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                                    EXHIBIT 1




                              CONSULTING AGREEMENT

     THIS CONSULTING  AGREEMENT (the "Agreement"),  made this 1st day of January
2001 is entered into by  International  Plastics and  Equipment  Corporation,  a
Pennsylvania  Corporation,  (the  "Company"),  and Sherwood LLC, a Massachusetts
Limited Liability Company, (the "Consultant").


                                  INTRODUCTION

     The  Company  desires  to retain the  services  of the  Consultant  and the
Consultant desires to perform certain services for the Company. In consideration
of the  mutual  covenants  and  promises  contained  herein  and other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged by the parties hereto, the parties agree as follows:

     1.   SERVICES.  The  Consultant agrees  to perform the consulting, advisory
          and related services specified on SCHEDULE A to this Agreement at such
          times and in such manner as shall be mutually agreed from time to time
          by the Company and the  Consultant.  The  Consultant  shall render the
          services to be provided  hereunder  in good faith and with  diligence.
          Although this Agreement does not require any specific time  commitment
          from the  Consultant,  the  Consultant  shall  devote  such time as is
          reasonably  necessary  in order  to  perform  its  duties  under  this
          Agreement in a professional manner.

     2.   TERM.  This  Agreement  shall  commence  on   January  1,  2001   (the
          "Commencement  Date") and shall continue  until the third  anniversary
          date of this Agreement.

     3.   COMPENSATION.

               3.1   INITIAL  CONSULTING  FEE.   The  Company  shall  pay to the
                     Consultant a consulting  fee of $50,000.00 per annum during
                     the   consultation   Period,   payable  in  equal   monthly
                     installments on or before the tenth day of each month.

               3.2   MEDICAL COVERAGE.  The Company, shall at its sole cost  and
                     expense, provide full 100% medical, hospitalization, dental
                     and  ophthalmology   coverage  for  Fred  Wakelin  and  his
                     immediate family.

     4.   COOPERATION.   The  Consultant  shall  use  its  best  efforts in  the
          performance of its obligations under this Agreement. The Company shall
          provide  such  access  to  its  information  and  property  as  may be
          reasonably  required in order to permit the  Consultant to perform his
          obligations hereunder. The Consultant's personnel shall cooperate with
          the Company's  personnel,  shall not interfere with the conduct of the
          Company's  business  and shall  observe  all  rules,  regulations  and
          security  requirements of the Company concerning the safety of persons
          and property.

     5.   PROPRIETARY INFORMATION.

               5.1   PROTECTED INFORMATION

                     (a)   The Consultant  acknowledges  that  its  relationship
                           with the Company is one  of high trust and confidence
                           and that in the course of service to the Company  the
                           Consultant  will  have  access  to and  contact  with
                           Proprietary  Information.  The Consultant agrees that
                           it will not, during the Consultation Period or at any
                           time


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                           thereafter, disclose to  others,  or  use for its own
                           benefit or the benefit  of others except the Company,
                           and Proprietary Information or Invention.

                     (b)   For purposes of this Agreement, the term "Proprietary
                           Information"  shall mean  all information (whether or
                           not  patentable and  whether  or  not  copyrightable)
                           owned,  possessed or used  by the Company, including,
                           without     limitation,    any    Invention,   vendor
                           information,   customer    information,    apparatus,
                           equipment,  trade  secret, process, research, report,
                           technical data, know-how, computer program, software,
                           software documentation,  hardware design, technology,
                           marketing or  business  plan,  forecast,  unpublished
                           financial  information,  budget,  and  list  that  is
                           communicated to, learned  of, developed  or otherwise
                           acquired  by  the  Consultant  in  the  course of his
                           service as a consultant to the Company.

                     (c)   The  Consultant's  obligations under this Section 5.1
                           shall  not  apply  to  any information that (i) is or
                           becomes   known   to   the   general   public   under
                           circumstances involving  no breach by the  Consultant
                           or others  of the  terms of this Section 5.1, (ii) is
                           generally  disclosed to  third parties by the Company
                           without  restriction on  such third parties, or (iii)
                           is approved  for release by  written authorization of
                           the Board of Directors of the Company.

                     (d)   Upon  termination  of this  Agreement or at any other
                           time upon  request by  the  Company,  the  Consultant
                           shall promptly  deliver to the  company all  records,
                           files,  memoranda,  notes,  designs,  data,  reports,
                           price   lists,   customer   lists,  drawings,  plans,
                           computer  programs, software documentation, sketches,
                           laboratory and research notebooks and other documents
                           (and  all  copies or  reproductions of such material)
                           relating to the business of the Company.

                     (e)   The  Consultant  acknowledges  that the  Company from
                           time to time may have agreements with  other persons,
                           entities   or   governmental   agencies  that  impose
                           obligations or restrictions  on the Company regarding
                           inventions made  during the course of work under such
                           agreements  or  regarding  the  confidential   nature
                           of such work.  The Consultant  agrees to be  bound by
                           all  such  obligations and restrictions that are know
                           to it and take  all action necessary to discharge the
                           obligations or the Company under such agreements.

               5.2   NON-COMPETITION.  During  the  term of  this Agreement, the
                     Consultant shall not, without the  prior written consent of
                     the Company,  for its own account or on behalf of any other
                     person  or  entity,  directly  or  indirectly,  either   as
                     principal,   agent,   stockholder,   employee,  consultant,
                     representative  or  in  any  other  capacity,  own, manage,
                     operate or control, or be  concerned, connected or employed
                     by, or otherwise associate in any manner with, engage in or
                     have a financial  interest in any business that engages, as
                     its  primary  business,  in  the  manufacture  or  sale  of
                     products directly  competitive with  the principal products
                     provided  or  offered by  the Company,  except that nothing
                     contained  herein  shall  preclude   the  Consultant   from
                     purchasing or owning stock in any such competitive business
                     if such stock is publicly traded.

               5.3   REMEDIES.  The Consultant  acknowledges that  any breach of
                     the provisions  of this  Section 5  shall result in serious
                     and irreparable injury to the Company for which the Company
                     cannot be adequately compensated by monetary damages alone.
                     The Consultant agrees, therefore,  that, in addition to any
                     other remedy I may  have, the  Company shall be entitled to
                     enforce the  specific  performance of this Agreement by the

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                     Consultant  and  to  seek  both  temporary   and  permanent
                     injunctive relief  (to  the extent  permitted by  the  law)
                     without the necessity of proving actual damages.

     6.   TERMINATION FOR CAUSE.  The Company shall have the right to  terminate
          this  Agreement for Cause prior to the  expiration  of the  Consulting
          Period.  The term  "Cause" as used  herein  shall mean the  persistent
          failure of the Consultant to perform its duties in accordance with the
          terms of this Agreement or the performance of such duties in a grossly
          negligent  manner.  In the event the Company desires to terminate this
          Agreement  for Cause,  the Company shall give the  Consultant  written
          notice of its intent to  terminate,  which  notice shall set forth the
          reasons for such  termination,  and this Agreement shall be terminated
          30 days after the date on which the  Consultant  receives  such notice
          unless,  prior to the expiration of such 30-day period, the consultant
          has  remedied  the   situation   that  gave  rise  to  the  Cause  for
          termination.  In the event of  termination  under this  Section 6, the
          Consultant shall be entitled to receive the monthly installment of the
          consulting fee, pro-rated through the effective date of termination.

     7.   INDEPENDENT  CONTRACTOR  STATUS.  The  Consultant  shall  perform  all
          services  under this  Agreement  as an  "independent  contractor"  and
          neither the Consultant nor any of the Consultant's  personnel shall be
          an employee or agent of the Company.  The Consultant is not authorized
          to assume or create  any  obligation  or  responsibility,  express  or
          implied,  on behalf of, or in the name of, the  Company or to bind the
          company in any manner.

     8.   ENTIRE  AGREEMENT.  This  Agreement  constitutes the  entire agreement
          between  the  parties  and   supersedes   all  prior   agreements  and
          understandings,  whether  written  or oral,  relating  to the  subject
          matter of this Agreement.

     9.   AMENDMENT. This Agreement may be amended or modified only by a written
          instrument executed by both the Company and the Consultant.

     10.  GOVERNING  LAW.  This  Agreement shall  be construed, interpreted  and
          enforced   in  accordance  with  the  laws  of  the  Commonwealth   of
          Pennsylvania.

     11.  SUCCESSORS AND ASSIGNS.  This Agreement  shall be  binding  upon,  and
          inure to the benefit of, both parties and their respective  successors
          and assigns,  including any corporation with which, or into which, the
          Company may be merged or which may succeed to its assets or  business,
          provide,  however, that the obligations of the Consultant are personal
          and shall not be assigned by him.

     12.  MISCELLANEOUS.

          12.1   No  delay or  omission by  the Company  in exercising any right
                 right under this Agreement shall operate as a waiver of that or
                 any other right. A  waiver or  consent  given by the Company on
                 any  one occasion  shall be effective only in that instance and
                 shall not  be construed as a  bar or waiver of any right on any
                 other occasion.

          12.2   The   captions   of  the  sections  of   this Agreement are for
                 convenience of reference only an no way define, limit or affect
                 the scope or substance of any section of this Agreement.

          12.3   In the  event  that  any provision  of this  Agreement shall be
                 invalid,  illegal  or  otherwise  unenforceable,  the validity,
                 legality  and enforceability  of the remaining provisions shall
                 in no way be affected or impaired thereby.

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                                   SCHEDULE A

Sherwood-LLC will provide IPEC with the following consulting services:

     1.    Assist in the career  development of  IPEC's Chief Financial Officer,
           ("CEO").
                  A.  Provide guidance in preparation of annual budgets
                  B.  Assist in the development of management reporting systems
                  C.  Teach  the  discounted  cash flow  technique for analyzing
                      options
                  D.  Assist  in  establishing  internal  controls  for  capital
                      expenditures and purchasing.

     2.    Provide an analysis of the options for the Brewton facility.

     3.    Assist in the search for either investment banking or venture capital
           contacts.

     4.    Develop a three year financial plan with IPEC CFO.

     5.    Assist  in  the  modification,  development  and  implementation   of
           consistent  and  fair  policies,  rules,  regulations  and  grievance
           procedures for the workforce.

     6.    Continue to foster the development of cost savings programs.

     7.    Initiate  a  program of  continuous improvement  in the manufacturing
           department.

     8.    Audit  the  Workers Compensation  bills for  accuracy.  Recommend any
           corrective action to manufacturing management.

     9.    Assist  in  the  modification  and  development  of wage  scales, job
           classifications, incentive plans and bonus systems for the workforce.

    10.    Work with IPEC CFO to coordinate a  weekly telephone  conference call
           of all available management and consulting personnel.

    11.    Meet with  IPEC CFO  at the Brewton  facility for two days during the
           2001 year to analyze to operation from a financial perspective.

    12.    Meet  with IPEC  staff  at the  New Castle facility  at least twice a
           year for four days  each visit. The  visits will take  place  in  the
           July/August/September and November/December time periods.

    13.    Attend  four Board  Meetings  annually, -one  each in  Naples, FL and
           Boston, MA and two in New Castle, PA.


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