Filed by Bowne Pure Compliance





Exhibit 4.10.1




FIRST AMENDMENT TO DEBENTURE REDEMPTION AGREEMENT




This First Amendment to Debenture Redemption Agreement (the “First Amendment”) is made and
entered into as of the 2nd day of October, 2007 by and among PURE EARTH, INC., a Delaware
corporation (the “Company”) and DYNAMIC DECISIONS STRATEGIC OPPORTUNITIES, a Cayman Islands
corporation (the “Holder”).



BACKGROUND




The parties hereto are parties to a certain Debenture Redemption Agreement, dated as of August
17, 2007 (the “Original Redemption Agreement”) and now desire to amend the same, all as more fully
set forth below. Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Original Redemption Agreement.



NOW, THEREFORE, intending to be legally bound, and in consideration of the premises, mutual
covenants, promises, agreements and undertakings, and the representations and warranties contained
herein, the parties hereto agree as follows:




1. Amendment of Section 4 of the Original Redemption Agreement.



(a) The first sentence of Section 4 of the Original Redemption Agreement is amended to change
the reference to “October 4, 2007” therein to “November 15, 2007”.



(b) Clause (b) of Section 4 of the Original Redemption Agreement is hereby amended and
restated in its entirety as follows:



"(b) At least one business day prior to the Closing Date, the Company
shall deliver to the Escrow Agent, good funds in the amount of the
Purchase Price.”



2. No Other Changes. Other than the amendments set forth above, the Original
Redemption Agreement shall remain in full force and effect and each party hereto hereby ratifies
and confirms that the Original Redemption Agreement, as modified hereby, is enforceable in
accordance with its terms.




3. Governing Provisions.



(a) Each party to this First Amendment agrees to perform any further acts and execute and
deliver any documents that may be reasonably necessary to carry out the provisions of this First
Amendment.



(b) The provisions of this First Amendment may be waived, altered, amended, or repealed, in
whole or in part, only on the written consent of all parties to this First Amendment.



(c) This First Amendment shall be binding upon and shall inure to the benefit of the Company
and Holder and each of their respective successors and permitted assigns.



(d) This First Amendment shall be construed and enforced in accordance with the internal laws
of the State of Delaware. Each party consents to the exclusive jurisdiction and venue of the state
and federal courts located in the City of New York, Borough of Manhattan (the “New York Courts”)
for the resolution of all disputes hereunder. Each party hereto irrevocably waives and agrees not
to assert in any suit, action or proceeding any claim that it is not personally subject to the
jurisdiction of such New York Courts or that the New York Courts are improper or an inconvenient
venue for such proceedings. Each party waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof of via registered or
certified mail or overnight delivery to such party at the address in effect for notices to it under
this First Amendment.


 


 









 





(e) This First Amendment may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.



IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed
and delivered on the date first above written.



	 	 	 	 	 
	 	HOLDER



DYNAMIC DECISIONS STRATEGIC OPPORTUNITIES

 	 
	 	By:  	/s/ Alberto Micalizzi
 	 
	 	 	Alberto Micalizzi, Chairman 	 
	 	 	 	 
	 
	 	COMPANY



PURE EARTH, INC.

 	 
	 	By:  	/s/ Mark Alsentzer
 	 
	 	 	Mark Alsentzer, Chief Executive Officer 	 
	 	 	 	 
	 




 

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