Filed by Bowne Pure Compliance





Exhibit 4.8




SUBSCRIPTION AGREEMENT




PURE EARTH, INC.




Private Placement of up to

20,000 Shares of Series A Preferred Stock




Offering: Preferred Stock Interests




Offering Price: $50.00 Per Share




Minimum Investment: 1,000 Shares ($50,000)




Maximum Investment: 20,000 Shares ($1,000,000)




HOW TO SUBSCRIBE




The minimum investment which must be made by any subscriber is 1,000 Shares of the Preferred
Stock, par value $.001 per share, (each a “Share and collectively, the “Shares”) of Pure Earth,
Inc., a Delaware corporation (the “Company”). For each 1,000 Shares purchased hereunder, the
Subscriber also will receive a warrant to purchase 2,222.2 shares of Common Stock, par value $.001,
of the Company. Subscribers can purchase additional Shares in excess of the minimum in increments
of 1,000 Shares. Any qualified subscriber who wishes to purchase Shares should deliver the
following items to the Company, Attention: Brent Kopenhaver, One Neshaminy Interplex, Suite 201,
Trevose, PA 19053.



(1) one dated and executed copy of the Subscription Agreement with all blanks properly
completed; and



(2) (i) a check payable to the order of “Pure Earth Inc.” in the amount of $50.00 per each
Share purchased or (ii) wire transfer of such amount to the account of Pure Earth, Inc.. All
subscription proceeds received and accepted will be deposited directly into our operating account
and will be used to fund working capital, acquisition of certain assets, including but not limited
to administrative expenses and payment of corporate overhead.



This offering involves a high degree of risk. The Shares are being offered only to
"Accredited Investors” as defined in Rule 501(a) of Regulation D promulgated under the
Securities Act of 1933, as amended (the “Securities Act”). These Shares should be
purchased only by persons who can afford the risk of loss of their entire investment. See “Risk
Factors attached as Exhibit “A.”


 


 









 





These Shares have neither been registered with nor approved or disapproved by the Securities
and Exchange Commission or any state securities regulatory authority and are being offered and sold
in reliance on exemptions from the registration requirements of these laws. These
Shares cannot be resold unless registered pursuant to or exempted from such registration
requirements. Neither the Securities and Exchange Commission, nor any state authority has passed
upon or endorsed the merits of this offering or the accuracy or adequacy of this document and it is
not intended that any of them will. Any representation to the contrary is a criminal offense.
Investors must rely on their own examination of us and the merits and terms of this Offering in
making an investment decision.



This Offering is subject to withdrawal, cancellation or modification by us at any time and
without notice. We reserve the right in our sole discretion to reject any subscription in whole or
in part, notwithstanding tender of payment.



We are not obligated to register any of the Shares purchased pursuant to this Offering or to
take any other action to facilitate any proposed transfer of those Shares. Accordingly, the sale,
transfer or other disposition of any of the Shares which are purchased pursuant to this Offering is
substantially restricted by applicable federal and state securities laws. Investors should be
aware that they may be required to bear the financial risks of this investment for an indefinite
period of time. The offering price of the Shares to which this Offering relates has been
determined solely by us and does not necessarily bear any relation to our assets, book value or
potential earnings or any other recognized criteria of value. Among the factors considered in
determining such offering price were the intrinsic value of our aggregate experience, current
market conditions, and an assessment of the volume of qualified new product releases.



Each offeree may, if he/she/it so desires, make inquiries of appropriate members of our
management with respect to our business or any other matters set forth herein and may obtain any
additional information which such person deems to be necessary in order to verify the accuracy of
the information contained herein (to the extent that we possess such information or can acquire it
without unreasonable effort or expense). In connection with such inquiry, any documents which any
offeree wishes to review will be made available for inspection and copying.


 


-2-









 





THE SHARES BEING SUBSCRIBED FOR PURSUANT TO THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SHARES MAY
NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
ADDITIONAL RESTRICTIONS ON TRANSFER OF THE SHARES ARE SET FORTH IN THIS SUBSCRIPTION AGREEMENT.



SUBSCRIPTION AGREEMENT




SUBSCRIPTION AGREEMENT (the “Agreement”) between Pure Earth, Inc., a Delaware corporation (the
“Company”), and the purchaser identified on the signature page hereto (the “Subscriber”).



BACKGROUND




Subscriber desires to purchase, and the Company desires to sell, up to that number of Shares
of Series A Preferred Stock of the Company, par value $.001 (the “Shares”) set forth on the
signature page hereto, upon the terms and conditions contained herein.



NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for
the other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as follows:




	 	1.	 	SUBSCRIPTION FOR SHARES; PURCHASE PRICE.






(a) Subscriber hereby subscribes for and agrees to purchase up to that number of Shares set
forth on the signature page hereto at a purchase price of $50.00 per Share and on the terms and
conditions described herein. The terms of Shares shall be as set forth in the Certificate of
Designation of Series A Preferred Stock attached hereto as Exhibit E, all of which terms are
incorporated herein by reference. Additionally, the Subscriber will receive a warrant to purchase
2,222.2 shares of Common Stock for each 1,000 Shares purchased hereunder upon the terms and
conditions set forth in the Warrant attached hereto as Exhibit F.



(b) The aggregate purchase price for the Shares subscribed for is equal to the number of
Shares subscribed for multiplied by $50.00 per Share and is set forth on the signature page hereto
(the “Purchase Price”).



(c) Subscriber encloses herewith a check or shall make a wire transfer payable to the order of
“Pure Earth, Inc.” in an amount equal to the Purchase Price.



(d) By executing this Subscription Agreement, the Subscriber acknowledges that the Subscriber
has been informed of various matters relating to the Company, including but not limited to, the
Risk Factors described herein on Exhibit A hereto, and that the Subscriber is an accredited
investor as such term is defined on Exhibit “B” hereto.


 


 









 






	 	2.	 	REPRESENTATIONS AND WARRANTIES AS TO SUITABILITY STANDARDS.






Subscriber hereby represents and warrants that:



(a) Subscriber has such knowledge and experience in financial and business matters that
Subscriber is capable of evaluating the merits and risks of the prospective investment in the
Company and of protecting his own interests in connection therewith;



(b) Subscriber is acquiring the Shares for Subscriber’s own account, not on behalf of other
persons, and for investment and not with a view to resale or distribution;



(c) Subscriber can bear the economic risk of losing Subscriber’s entire investment;



(d) Subscriber’s overall commitment to investments which are not readily marketable is not
disproportionate to Subscriber’s net worth, Subscriber’s investment in the Shares will not cause
such overall commitment to become excessive, and the investment is suitable for Subscriber when
viewed in light of Subscriber’s other securities holdings and Subscriber’s financial situation and
needs;



(e) Subscriber has adequate means of providing for Subscriber’s current needs and personal
contingencies;



(f) Subscriber recognizes that the Company is newly formed and that any investment in the
Company involves substantial risk, and Subscriber has evaluated and fully understands all risks in
Subscriber’s decision to purchase Shares hereunder, including, without limitation, the Risk Factors
set forth on Exhibit “A” attached hereto;



(g) Subscriber understands that the offer and sale of the Securities have not been submitted
to, reviewed by, nor have the merits of this investment been endorsed or approved by any state or
federal agency, commission, authority or self regulatory organization;



(h) Subscriber understands the business in which the Company is engaged or proposes to engage;



(i) If Subscriber is an individual, Subscriber is at least 18 years of age and a bona fide
resident and domiciliary (not a temporary or transient resident) of the state or country indicated
on the signature page hereof and Subscriber has no present intention of becoming a resident of any
other state or jurisdiction;



(j) If Subscriber is not an individual, Subscriber is domiciled in the state or country
indicated on the signature page hereof, has no present intention of becoming domiciled in any other
state or jurisdiction and is an “Institutional Investor” as defined under the “blue sky” or
securities laws or regulations of the state in which it is domiciled;



(k) Subscriber otherwise meets any special suitability standards applicable to Subscriber’s
state or country of residence or domicile;


 


-2-









 





(l) Subscriber is an “Accredited Investor” as such term is defined in Rule 501 of Regulation D
under the Securities Act of 1993, as amended (the “Securities Act”), which definition is set
forth on Exhibit “B” attached hereto; and



(m) All of the written information pertaining to the Subscriber which the Subscriber has
heretofore furnished to the Company, and all information pertaining to the Subscriber which is set
forth in this Subscription Agreement and the Subscription Questionnaire attached hereto as Exhibit
“C”, is correct and complete as of the date hereof and, if there should be any material change in
such information prior to the Company’s acceptance of this Subscription Agreement, the Subscriber
shall promptly furnish such revised or corrected information to the Company. Subscriber otherwise
meets any special suitability standards applicable to the Subscriber’s state of residence.




	 	3.	 	TRANSFER RESTRICTIONS.






(a) Subscriber represents that he/she/it understands that the sale or transfer of the Shares
are severely restricted and that:



(i) The Shares have not been registered under the Securities Act or the laws of any other
jurisdiction by reason of a specific exemption or exemptions from registration under the Securities
Act and applicable state securities laws, and that the Company’s reliance on such exemptions is
predicated on the accuracy and completeness of the Subscriber’s representations, warranties,
acknowledgments and agreements herein. The Shares cannot be sold or transferred by Subscriber
unless subsequently registered under applicable law or an exemption from registration is available.
The Company is not required to register the Shares or to make any exemption from registration
available;



(ii) The right to sell or transfer any of the Shares will be restricted as described in this
Subscription Agreement which include restrictions against sale or transfer in violation of
applicable securities laws, the requirement that an opinion of counsel be furnished that any
proposed sale or transfer will not violate such laws and other restrictions and requirements; and



(iii) There will be no public market for the Shares and Subscriber may not be able to sell the
Shares. Accordingly, the Subscriber must bear the economic risk of Subscriber’s investment for an
indefinite period of time.



(b) Subscriber agrees that he will not offer to sell, sell or transfer the Shares or any part
thereof or interest therein without registration under the Securities Act and applicable state
securities laws, or without providing to the Company an opinion of counsel acceptable to the
Company that such offer, sale or transfer is exempt from registration under the Securities Act and
under applicable state securities laws, or otherwise in violation of this Subscription Agreement.



(c) The Subscriber acknowledges that the certificates representing the Shares will bear the
following legend:




“The Shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended, or the securities laws of any state. The Shares
may not be offered, sold, transferred, pledged or otherwise disposed of without an
effective registration statement under the Securities Act of 1933, as amended, and
under any applicable state securities laws or an opinion of counsel for the Company
that the proposed transaction will be exempt from such registration.”


 


-3-









 





Subscriber further acknowledges that the Company reserves the right to place a stop order
against the certificate representing the Shares and to refuse to effect any transfers thereof in
the absence of an effective registration statement with respect to the Shares or in the absence of
an opinion of counsel to the Company that such transfer is exempt from registration under the
Securities Act and under applicable state securities laws.




	 	4.	 	SUBSCRIBER’S REPRESENTATIONS AND WARRANTIES.






Subscriber represents and warrants that:



(a) Subscriber understands the Company’s business plan is as described in Exhibit “D”;



(b) Subscriber has been furnished with all additional documents and information which
Subscriber has requested;



(c) Subscriber has had the opportunity to ask questions of and received answers from the
Company concerning the Company and the Shares and to obtain any additional information necessary to
verify the accuracy of the information furnished;



(d) Subscriber has relied only on the Subscription Agreement when making this subscription;



(e) The information furnished by the Company does not constitute investment, accounting, legal
or tax advice and Subscriber is relying on professional advisers for such advice;



(f) All documents, records and books pertaining to Subscriber’s investment have been made
available for inspection by Subscriber and by Subscriber’s attorney, and/or Subscriber’s accountant
and/or Subscriber’s Subscriber representative, and the relevant books and records of the Company
will be available upon reasonable notice, for inspection by investors during reasonable business
hours at the Company’s principal place of business. Neither the Business Plan nor other marketing
documents provided by the Company to the Subscriber constitute a part of this Subscription
Agreement and are intended only for informational purposes;



(g) Subscriber and Subscriber’s advisors (which advisors do not include the Company or its
principals, representatives or counsel) have such knowledge and experience in legal, financial and
business matters as to be capable of evaluating the merits and risks of investing in the Company
and of making an informed investment decision;



(h) Subscriber understands, acknowledges and agrees that the Company is relying solely upon
the representations and warranties made herein in determining to sell Subscriber the Shares;



(i) Except as otherwise specifically disclosed herein, the Subscriber has not paid or given
any commission or other remuneration in connection with the purchase of the Shares. The Subscriber
has not received any public media advertisements and has not been solicited by any form of mass
mailing solicitation; and



(j) The Subscriber understands the meaning and legal consequences of the foregoing
representations and warranties. The Subscriber certifies that each of the foregoing
representations and warranties is true and correct as of the date hereof and shall survive the
execution hereof and the purchase of the Shares.


 


-4-









 






	 	5.	 	SUBSCRIPTION IRREVOCABLE BY SUBSCRIBER BUT SUBJECT TO
ACCEPTANCE OR REJECTION BY THE COMPANY.






(a) This Subscription Agreement is not, and shall not be, revocable by Subscriber.



(b) The Company, in its sole discretion, has the right to terminate or withdraw the offering
at any time, to accept or reject subscriptions in other than the order in which they were received,
to reject any subscription in whole or in part, to allot to Subscriber less than the number of
Shares subscribed for, and to return without interest the amount paid by Subscriber.



(c) The Subscriber understands and agrees that this Subscription Agreement is not binding upon
the Company until the Company accepts it, which acceptance is at the sole discretion of the Company
and is to be evidenced by the Company’s completion, execution and delivery of this Subscription
Agreement.



(d) In the event of rejection of this subscription in whole (but not in part), or in the event
the sale of the Shares subscribed for by the Subscriber is not consummated by the Company for any
reason (in which event this Subscription Agreement shall be deemed to be rejected), this
Subscription Agreement and any other agreement entered into between the Subscriber and the Company
relating to this subscription shall thereafter have no force or effect and the Company shall
promptly cause to be returned to the Subscriber the Purchase Price remitted by the Subscriber,
without interest thereon or deduction therefrom. In the event that this subscription is accepted
in part, the Company shall promptly cause to be returned to the Subscriber that portion of the
Purchase Price remitted by the Subscriber which represents payment for the Shares for which this
subscription was not accepted, without interest thereon or deduction therefrom.




	 	6.	 	INDEMNIFICATION AND HOLD HARMLESS.






The Subscriber agrees that if the Subscriber breaches any agreement, representation or
warranty the Subscriber has made in this Subscription Agreement, the Subscriber agrees to indemnify
and hold harmless the Company, and its respective directors, officers, and shareholders, against
any claim, liability, loss, damage or expense (including, without limitation, attorneys’ fees and
other costs of investigating and litigating claims) caused, directly or indirectly, by the
Subscriber’s breach.




	 	7.	 	MISCELLANEOUS.






(a) This Subscription Agreement states the entire understanding between the parties with
respect to the subject matter hereof, and supersedes all prior oral and written communications and
agreements, and all contemporaneous oral communications and agreements, with respect to the subject
matter hereof. The Company’s Business Plan attached as Exhibit “D” is not part of this Subscription
Agreement and is subject to change as circumstances require.


 


-5-









 





(b) This Subscription Agreement, upon acceptance by the Company, shall bind, benefit, and be
enforceable by and against each party hereto and its successors, assigns, heirs administrators and
executors. This Subscription Agreement in not transferable or assignable by the Subscriber. The
agreements, representations and warranties contained herein shall be deemed to be made by and be
binding upon the Subscriber and such Subscriber’s heirs, executors, administrators, other personal
representatives, and their respective successors and permitted assigns.



(c) If any provision of this Subscription Agreement is construed to be invalid, illegal or
unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be
enforceable without regard thereto.



(d) Article and section headings in this Subscription Agreement are for convenience of
reference only, do not constitute a part of this Subscription Agreement, and shall not affect its
interpretation.



(e) Words used in this Subscription Agreement shall be construed to be of such number and
gender as the context requires or permits. Unless a particular context clearly provides otherwise,
the words “hereof” and “hereunder” and similar references refer to this Subscription Agreement in
its entirety and not to any specific Section or subsection.



(f) THIS SUBSCRIPTION AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. THE PARTIES
IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURTS LOCATED
IN THE COMMONWEALTH OF PENNSYLVANIA IN CONNECTION WITH ANY LEGAL ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT.



(g) Any notice, demand or other communication which any party hereto may be required, or may
elect, to give to anyone interested hereunder shall be sufficiently given if (a) deposited, postage
prepaid, in a United States mail letter box, registered or certified mail, return receipt
requested, addressed to such address as may be given herein, or (b) delivered at such address as
evidenced by a signed delivery receipt. Notices to the Company shall be addressed to Pure Earth,
Inc, Attn: Brent Kopenhaver at One Neshaminy Interplex, Suite 201, Trevose, PA 19053.



(h) This Subscription Agreement may be executed through the use of separate signature pages
or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute
one agreement binding on all parties, notwithstanding that all parties are not signatories to the
same counterpart.


 


-6-









 





IN WITNESS WHEREOF, the parties hereto have executed and delivered this Subscription Agreement
on the date set forth below.



	 	 	 	 	 
	Print Name of Subscriber(s)

	 	Date:                     , 2007	 	 
	 
	 	 	 	 
	 

Signature(s)

	 	Subscription: I hereby subscribe for, and
agree to purchase,                      Shares
at an aggregate Purchase Price of $                    .	 	 
	 
	 	 	 	 
	Residence/Domicile:
	 	 	 	 
	 
	 	 	 	 
	Street Number and Street
	 	 	 	 
	 
	 	 	 	 
	City/State/Zip Code
	 	 	 	 
	 
	 	 	 	 
	 

Country

	 	 
	 	 
	 
	 	 	 	 
	Telephone Number
	 	 	 	 
	 
	 	 	 	 
	Social Security/Taxpayer
	 	 	 	 
	Identification Number(s)
	 	 	 	 






The Company hereby accepts the foregoing subscription for _____ Shares
as of                     , 2007.



	 	 	 	 	 
	 	PURE EARTH, INC.

 	 
	 	By:  	 	 
	 	 	Brent Kopenhaver 	 



 


-7-









 





EXHIBIT “A”




RISK FACTORS




An investment in the Shares offered hereby is highly speculative and involves a high degree of
risk. An investment should be made only by investors who can afford the loss of their entire
investment. Each prospective investor, prior to making an investment decision, should carefully
consider the following risk factors in addition to, and in conjunction with, all of the other
information provided in and with the Subscription Agreement and any other information provided to
the prospective investor by the Company. The Risk Factors reflected below and elsewhere in and
with the Subscription Agreement are not represented to be an exhaustive list of all risks involved,
but merely a representative listing of certain of those risks currently contemplated by the
Company.



The Company is a Start-Up Company with Limited Operating History




The Company is a start-up operation and has limited operating history upon which investors may
base an evaluation of its potential future performance. As a result, there can be no assurance
that it will be able to develop consistent revenue sources, or that its operations will be
profitable even if it is able to invest the funds raised in this offering in accordance with its
business plans. The Company and its prospects must be considered in light of the risks, expense
and difficulties frequently encountered by companies in an early stage of development. Such risks
include, but are not limited to, an evolving business model, developing the business plan and the
management of its growth, government regulations, competitive business market, locating suitable
properties for redevelopment. The Company must, among other things, determine appropriate risks,
rewards and level of investment in each projects, sell its investment(s) on a more profitable basis
where feasible, respond to economic and market variables outside the control of the Company,
respond to competitive developments and continue to attract, retain and motivate qualified
employees. There can be no assurance that the Company will be successful in meeting these
challenges and addressing such risks and the failure to do so could have a materially adverse
effect on the Company’s business, results of operations and financial condition.



Risks Inherent in the Business:




The business model may be affected by factors beyond the Company’s control and is highly
speculative. Factors which can negatively affect the success of the Company’s business model
include but are not limited to, general economic conditions, government regulations, weather and
seasonal changes, changing market conditions, any acts outside the control of the Company,
including terrorism, acts of God and natural disasters. There can be no assurance that the Company
will be able to overcome any of these factors and successfully invest in any profitable
infomercial.


 


A-1









 





Much of our Growth is Dependent on an Acquisition Strategy.




We intend to grow in large part through an acquisition strategy. We are currently in
discussions with several non-affiliated companies to acquire either the assets or stock of such
companies. No assurances can be given that we will be successful in acquiring these companies, or
that if so acquired, that we can adequately integrate these companies and derive a profitable rate
of return. Additionally, with respect to some of our acquisitions, governmental approval may be
required and there can be no assurance that we will receive such approvals. We intend to seek out
other potential acquisition candidates in an effort to consolidate our business and become a major
player in the brownfields redevelopment market. There can be no assurance that we will be
successful in locating potential acquisition candidates, or if we do locate such opportunities we
will be able to negotiate a transaction on terms and conditions that are favorable to us or
otherwise receive the appropriate governmental approvals.



A significant portion of our business depends upon the demand for major remedial projects and
regulatory developments over which we have no control.




Our operations are significantly affected by the commencement and completion of major
site remedial projects; cleanup of major spills or other events; seasonal fluctuations due to
weather, and budgetary cycles influencing the timing of customers’ spending for remedial
activities; the timing of regulatory decisions relating to waste management projects; changes in
regulations governing the management of contaminated and non-contaminated soils; and the propensity
for delays in the remedial market; and changes in the myriad of government regulations governing
our diverse operations. We do not control such factors and, as a result, our revenue and income
can vary significantly from quarter to quarter, and past financial performance for certain quarters
may not be a reliable indicator of future performance for comparable quarters in subsequent years.



You have no discretion in how the Proceeds will be Used:




Your money will be used for general working capital purposes and potential acquisition
candidates, which we may not have yet identified. Accordingly, investors will not have an
opportunity to review and evaluate the investment opportunities prior to funding by the Company,
and may not agree with how we use the proceeds derived from this offering. The investors will have
no discretion in how the proceeds are used. There can be no assurance that the proceeds derived
from this offering will be used exactly in the manner described as we have complete discretion over
the use of the funds.



Seasonality makes it harder for us to manage our business and for investors to evaluate our
performance.




Our operations may be affected by seasonal fluctuations due to weather and budgetary
cycles influencing the timing of customers’ spending for remedial activities. Typically during the
first quarter of each calendar year there is less demand for environmental remediation due to
weather-related reasons, particularly in the northeastern United States, and increased possibility
of unplanned weather-related site shutdowns. This seasonality in our business makes it harder for
us to manage our business and for investors to evaluate our performance.


 


A-2









 





The extensive environmental and transportation regulations to which we are subject may
increase our costs and potential liabilities.




Our operations and those of others in the environmental and transportation industry are
subject to extensive federal, state, and local environmental requirements in the United States.
While increasing environmental regulation often presents new business opportunities for us, it
often results in increased operating and compliance costs. Efforts to conduct our operations in
compliance with all applicable laws and regulations, including environmental rules and regulations,
require programs to promote compliance, such as training employees and customers, purchasing health
and safety equipment, and in some cases hiring outside consultants and lawyers. Even with these
programs, we and other companies in the environmental services industry are routinely faced with
governmental enforcement proceedings which can result in fines or other sanctions and require
expenditures for remedial work on waste management facilities and contaminated sites. Certain of
these laws impose strict and, under certain circumstances, joint and several liability for cleanup
of releases of regulated materials, and also liability for related natural resource damages.



From time to time, we have paid fines or penalties in governmental environmental and
trucking enforcement proceedings, usually involving our trucking facilities. Although none of
these fines or penalties that we have paid in the past has had a material adverse effect upon us,
we might in the future be required to make substantial expenditures as a result of governmental
proceedings, which would have a negative impact on our earnings. Furthermore, regulators have the
power to suspend or revoke permits or licenses needed for operation of our sites, equipment, and
vehicles based on, among other factors, our compliance record, and customers may decide not to use
a particular disposal facility or do business with us because of concerns about our compliance
record. Suspension or revocation of permits or licenses would impact our operations and could have
a material adverse impact on financial status. Although we have never had any of our operating
permits revoked, suspended, or non-renewed involuntarily, it is possible that such an event could
occur in the future.



In the past, practices have resulted in releases at and from certain of our operations,
which may require investigation and, in some cases, remediation. While, based on available
information, we do not believe these remedial activities will result in a material adverse effect
upon our operations or financial condition. These activities, or the discovery of previously
unknown conditions, could result in material costs.



Future changes in environmental regulations may require us to make significant capital expenditures.




Changes in environmental regulations can require us to make significant capital
expenditures. Future environmental regulations could cause us to make significant additional
capital expenditures and aversely affect our results of operations and cash flow.



The offering may not be fully subscribed.




The Shares are being offered for sale on a best efforts basis. There can be no assurance that
the maximum number of Shares offered hereunder will be sold. If less than the maximum number of
Shares are sold, it could negatively affect our ability to diversify our projects, in which event
our returns to investors may be negatively impacted.



Control and Reliance on Certain Key Personnel:




Our success will be largely dependent upon our officer for the day-to-day management of the
business. The loss of its services, including the officers and other employees, may have a
material adverse effect on us. The investors lack any managerial control over the Company or its
investments.


 


A-3









 





Restrictions on Transferability and Lack of Public Market.




The Shares are subject to significant restrictions on transferability and resale and may not
be transferred or resold except as permitted under this Agreement or the Securities Act of 1933, as
amended, and the applicable state securities laws, pursuant to registration or exemption therefrom.
Additionally, the Shares are not registered under the Securities Act of 1933 (the “1933 Act”) or
qualified under the blue-sky laws of any state or jurisdiction, nor do we have any current
intention to seek registration. Currently there is no ready market for the Shares, as a result,
any investor should assume the Shares are illiquid.



Need for Additional Financing




Our financial success may depend on our ability to raise significant additional capital.
There can be no assurance that additional financing will be available or, if available, that it
would be obtainable on acceptable terms, or if obtained, that such additional financing will not be
dilutive to investors in this offering. We have executed an engagement agreement with V Finance to
raise up to an additional $6.5 million in gross proceeds, which capital will be used for working
capital and acquisition purposes. There can be no assurance that we will be successful in raising
this capital, or that if we do raise this capital it will be on terms and conditions favorable to
our shareholders. We do anticipate that we may seek further capital raises even if we are
successful in closing the V Finance transaction.



Determination of Offering Price




The offering price for the Shares has been determined solely by the Company. The
determination of the offering price was arbitrary and bears no inherent relationship to the
Company’s assets, book value, net income or any other recognized measure of value. The offering
price does not necessarily indicate the current value of the Shares offered hereby and should not
be regarded as an indicator of any future market performance thereof.



Dilution




Purchasers of the Shares offered hereby will experience immediate dilution in the net tangible
book value of their Shares. Further, additional infusions of capital may have a dilutive effect on
the book value of outstanding securities, including Shares purchased in this offering, and if
successful in closing the V Finance offering described above, then as a result of t he shares
issued in that transaction.



We have not paid, and do not anticipate paying for the foreseeable future, dividends on our common
stock.




We have not paid, and do not anticipate paying for the foreseeable future, any dividends
on our common stock. We intend to retain future earnings, if any, for use in the operation and
expansion of our business and payment of our outstanding debt.



Our founder and other directors and executive officers, as a group, will be able to exercise
substantial influence over matters submitted to our shareholders for approval.




As of the date of this offering, and after giving effect to the sale of shares by us in
this offering, along with proposed issuances to the initial acquisition companies, Mark Alsentzer,
our Chief Executive Officer, together with other directors and executive officers including those
of all subsidiaries, will beneficially hold approximately 52.9% of our outstanding common stock.
As a result, our directors and
executive officers will likely be able to exercise substantial influence over matters submitted to
our shareholders for approval, including the election of directors, any merger, consolidation or
sale of all or substantially all of our assets, or any other significant corporate transactions.
These shareholders may also delay or prevent a change of control, even if such a change of control
would benefit our other shareholders. The significant concentration of stock ownership might cause
the trading price of our common stock to decline if investors were to perceive that conflicts of
interest may exist or arise over any such potential transactions.


 


A-4









 





Potential future sales of common stock by our directors and executive officers, and our
other principal shareholders, may cause our stock price to fall.




Future sales or the availability for future sales, of substantial amounts of our common
stock could adversely affect the market price of our common stock. As described above, as of the
date of this term sheet and after giving effect to the sale of shares by us in this offering, our
CEO and other directors and executive officers (including those shares held by officers and
directors of all subsidiaries) will beneficially hold approximately 47.3% of our common stock. A
decision by one or more of these shareholders to sell a substantial number of their shares could
adversely affect the market price of our common stock. All of the shares being sold pursuant to
this offering may not be sold except in compliance with the registration requirements of the
Securities Act or pursuant to an exemption from registration, such as Rule 144.



Competition for Investment Opportunities.




We will be competing for investment opportunities with entities that have substantially
greater financial and other resources. Those entities may be able to accept more risk than we can
prudently manage. Those entities may have substantially greater expertise and thus be able to
better predict which projects have a greater likelihood of success. Competition generally may
reduce the number of suitable investment opportunities available to us. Increased competition for
such projects may result in us paying higher prices and/or sustain greater risk. No assurances can
be given that such competition will not adversely affect our ability to make investments, generate
revenues or create profits.



Illiquidity of Investments.




Because the industry in which we invest is relatively illiquid, our ability to promptly cash
out of its investment properties in response to changing market, economic, financial or other
investment conditions is very limited. These factors could materially impede our ability to
respond to adverse events which could materially effect our results and operations in an adverse
manner; thereby negatively impacting any rate of return to the investors.



Risk Associated with Retirement Plans.




An Investment in the Company may not Qualify as an Appropriate Investment Under Retirement
Plans. There are special considerations that apply to pension or profit sharing trusts or IRA’s
investing in the securities of a Company and thus you should consult with your financial and
retirement plan advisors prior to investing any money from your retirement plan. If you are
investing the assets of a Pension, Profit Sharing, 401K, Keogh, or other qualified Retirement Plan,
or the assets of an IRA in this Company, you could incur liability or subject the plan to taxation
if:




(i) Your investment is not consistent with your fiduciary obligations under ERISA under the
Internal Revenue Code.



(ii) Your investment is not made in accordance with the documents and instruments governing
your plan or IRA, including your plans investment policy.


 


A-5









 





(iii) Your investment does not satisfy the prudence and diversification requirements of
Section 40 (a) (1)(B) and 404 (A) (1)(C) of ERISA.



(iv) Your investment impairs the liquidity of the plan.



(v) Your investment produces “unrelated business taxable income” for the plan or IRA.



(vi) You will not be able to value the assets of the plan annually in accordance with ERISA
requirements.



(vii) Your investment cost to a prohibited transaction under Section 406 of ERISA or Section
4975 of the Internal Revenue Code.


 


A-6









 





Exhibit “B”




ACCREDITED INVESTOR




An Accredited Investor is one who meets one of the following criteria:




	 	1.	 	a bank, insurance company, registered investment company, business development company,
or small business investment company;

	 
	 	2.	 	an employee benefit plan, within the meaning of the Employee Retirement Income Security
Act, if a bank, insurance company, or registered investment adviser makes the investment
decisions, or if the plan has total assets in excess of $5 million;

	 
	 	3.	 	a charitable organization, corporation, or partnership with assets exceeding $5
million;

	 
	 	4.	 	a director, executive officer, or general partner of the company selling the
securities;

	 
	 	5.	 	a business in which all the equity owners are accredited investors;

	 
	 	6.	 	a natural person who has individual net worth, or joint net worth with the person’s
spouse, that exceeds $1 million at the time of the purchase;

	 
	 	7.	 	a natural person with income exceeding $200,000 in each of the two most recent years or
joint income with a spouse exceeding $300,000 for those years and a reasonable expectation
of the same income level in the current year; or

	 
	 	8.	 	a trust with assets in excess of $5 million, not formed to acquire the securities
offered, whose purchases a sophisticated person makes.





 


B-1









 





EXHIBIT “C”




INVESTOR QUESTIONNAIRES




INDIVIDUAL INVESTOR QUESTIONNAIRE




Investor
Name:                                         



The information contained in this Questionnaire is being furnished in order to determine
whether the undersigned Investor’s subscription to purchase the Units described in the Confidential
Private Offering Memorandum may be accepted.



ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. The
undersigned Investor understands, however, that the Company may present this Questionnaire to such
parties as it deems appropriate if called upon to establish that the proposed offer to purchase the
Units is exempt from registration under the Securities Act of 1933, as amended, or meets the
requirements of applicable state securities or “blue sky” laws. Further, the undersigned Investor
understands that the offering may be required to be reported to the Securities and Exchange
Commission and to various state securities and “blue sky” regulators.



Please answer all questions. If the answer is “none” or “not applicable,” please so state.



INFORMATION REQUIRED OF EACH PROSPECTIVE INVESTOR:




	 	 	 	 	 	 	 	 	 
	1.

	 	Name:
	 	 	 	Age:	 	 
	 

	 	 	 	 
	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 

	 	   Social Security Number:
	 	 	 	No. of Dependents:	 	 
	 

	 	 	 	 
	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 

	 	Marital Status:
	 	 	 	Citizenship:	 	 
	 

	 	 	 	 
	 	 	 	 






	 	 	 	 	 
	2.

	 	Residence Address and Telephone Number:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 







	3.	 	State in which you:






	 	 	 
	Are licensed to drive?
	 	 
	 

	 	 






	 	 	 
	Are registered to vote?
	 	 
	 

	 	 






 


C-1









 





	 	 	 
	File income tax returns?
	 	 
	 

	 	 






	 	 	 	 	 
	4.

	 	Employer and Position:	 	 
	 

	 	 	 	 






	 	 	 	 	 
	 	 	 
	 
	 	 	 	 
	5.

	 	Business Address and Telephone Number:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 







	6.	 	Business or professional education and the degrees received are as follows:






	 	 	 	 	 	 	 
	 

	 	School
	 	Degree
	 	Year Received






	 	 	 
	 
	 
	 
	 
	 	 
	 
	 
	 	 
	 






	 	 	 	 	 	 	 
	7.	 	(a) Individual income during 2005:

	 	                    	 	$50,000 - $100,000
	 	 	(exclusive of spouse’s
	 	                    	 	$100,000 - $200,000
	 	 	income)
	 	                    	 	over $200,000
	 	 	 
	 	 	 	 
	 	 	(b) Individual income during 2006:
	 	                    	 	$50,000 - $100,000
	 	 	(exclusive of spouse’s
	 	                    	 	$100,000 - $200,000
	 	 	income)
	 	                    	 	over $200,000
	 	 	 
	 	 	 	 
	 	 	(c) Estimated income during 2007:
	 	                    	 	$50,000 - $100,000
	 	 	(exclusive of spouse’s
	 	                    	 	$100,000 - $200,000
	 	 	income
	 	                    	 	over $200,000
	 	 	 
	 	 	 	 
	 	 	(d) Joint income, with spouse,
	 	                    	 	$100,000 - $300,000
	 	 	during 2005
	 	                    	 	over $300,000
	 	 	 
	 	 	 	 
	 	 	(e) Joint income, with spouse,
	 	                    	 	$100,000 - $300,000
	 	 	during 2006
	 	                    	 	over $300,000
	 	 	 
	 	 	 	 
	 	 	(f) Estimated joint income,
	 	                    	 	$100,000 - $300,000
	 	 	with spouse, for 2007
	 	                    	 	over $300,000
	 	 	 
	 	 	 	 
	8.	 	 Estimated net worth
	 	                    	 	under $1,000,000
	 	 	(may include joint net
	 	                    	 	over $1,000,000
	 	 	worth with spouse)
	 	 	 	 







 


C-2









 





	 	 	 	 	 	 	 






	9.	 	Are you involved in any litigation, which, if an adverse decision occurred, would materially
affect your financial condition? Yes
 _____ 
No
 _____ 
If yes, please
provide details:

	 	 	 

	 	 	 

	 	 	 

	 
	10.	 	I consider myself to be an experienced and sophisticated investor or am advised by a
qualified investment advisor, all as required under the various securities laws and
regulations: Yes
 _____ 
No
 _____ 


	 
	11.	 	I understand the full nature and risk of an investment in the Units, and I can afford the
complete loss of my entire investment. Yes
 _____ 
No
 _____ 


	 
	12.	 	I am able to bear the economic risk of an investment in the Units for an indefinite period of
time and understand that an investment in the Units is illiquid. Yes
 _____ 
No
 _____ 


	 
	13.	 	I further understand that I will be required to agree not to dispose of the Units except in
compliance with other conditions contained in the accompanying Subscription Agreement and
Confidential Private Offering Memorandum. Yes
 _____ 
No
 _____ 


	 
	14.	 	Have you participated in other private placements of securities? Yes
 _____ 
No
 _____ 







I understand that the Company will be relying on the accuracy and completeness of my responses
to the foregoing questions and I represent and warrant to the Company as follows:




The answers to the above questions are complete and correct and may be relied upon by the
Company whether the offering in which I propose to participate is exempt from registration under
the Act and the securities laws of certain states;




I will notify the Company immediately of any material change in any statement made herein
occurring prior to the closing of any purchase by me of an interest in the Company; and




I have sufficient knowledge and experience in financial and business matters to evaluate
the merits and risks of the prospective investment; I am able to bear the economic risk of the
investment and currently could afford a complete loss of such investment.


 


C-3









 





IN WITNESS WHEREOF, I have executed this Investor Questionnaire this                     , 2007 and
declare that it is truthful and correct to the best of my knowledge.



	 	 	 	 	 
	 

	 	 

Signature of Prospective Investor
	 	 
	 
	 	 	 	 
	 

	 	 

Signature of Prospective Investor
	 	 





 


C-4









 





CORPORATION INVESTOR QUESTIONNAIRE




Investor
Name:                                          (the “Corporation”)




The information contained in this Questionnaire is being furnished in order to determine
whether the undersigned Corporation’s subscription to purchase the Units described in the
Confidential Private Offering Memorandum may be accepted.



ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. The
undersigned Corporation understands, however, that the Company may present this Questionnaire to
such parties as it deems appropriate if called upon to establish that the proposed offer to
purchase the Units is exempt from registration under the Securities Act of 1933, as amended, or
meets the requirements of applicable state securities or “blue sky” laws. Further, the undersigned
Corporation understands that the offering may be required to be reported to the Securities and
Exchange Commission and to various state securities and “blue sky” regulators.




	I.	 	PLEASE CHECK ANY OF STATEMENTS 1-4 BELOW THAT APPLIES TO THE CORPORATION.







 _____ 
1. The undersigned Corporation: (a) has total assets in excess of $                    ; and (b) was
not formed for the specific purpose to purchase the Shares.




 _____ 
2. Each of the stockholders of the undersigned Corporation is able to certify that such
stockholder meets at least one of the following two conditions:



a. the stockholder is a natural person whose individual net worth1 or joint net
worth with his or her spouse exceeds $                    ; or



b. the stockholder is a natural person who had an individual income in excess of $                     in
each of 2005 and 2006 and who reasonably expects an individual income in excess of $                     in
2007.




 _____ 
3. Each of the stockholders of the undersigned Corporation is able to certify that such
stockholder is a natural person who, together with his or her spouse, has had a joint income in
excess of $                     in each of 2005 and 2006 and who reasonably expects a joint income in excess of
$                     during 2007.




 




	 	 	 
	1	 	For purposes of this Questionnaire, the term “net
worth” means the excess of total assets over total liabilities. In determining
income, an investor should add to his or her adjusted gross income any amounts
attributable to tax-exempt income received, losses claimed as a limited
Company, deductions claimed for depletion, contributions to IRA or Keogh
retirement plan, alimony payments, and any amount by which income from
long-term capital gains has been reduced in arriving at adjusted gross income.






 


1









 







 _____ 
4. The undersigned Corporation is:






a. a bank as defined in Section 3(a)(2) of the Securities Act; or



b. a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the
Securities Act whether acting in its individual or fiduciary capacity; or



c. a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of
1934, as amended; or



d. an insurance company as defined in Section 2(13) of the Securities Act; or



e. an investment company registered under the Investment Company Act of 1940, as amended, or a
business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940,
as amended; or



f. a small business investment company licensed by the U.S. Small Business Administration
under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended; or



g. an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, or a Massachusetts or similar business trust or Company not formed for the specific
purpose to purchase the Units offered hereby, with total assets in excess of $
 _____ 
; or



h. a private business development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940, as amended.



IF YOU CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I AND DID NOT CHECK STATEMENT
1, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE UNDERSIGNED CORPORATION LISTING THE NAME
OF EACH STOCKHOLDER AND THE REASON (UNDER STATEMENT 2 OR STATEMENT 3) WHY SUCH STOCKHOLDER
QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL INCOME, OR JOINT INCOME)
OR EACH STOCKHOLDER MUST PHOTOCOPY AND COMPLETE SECTION II BELOW.




	II.	 	IF YOU CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I ABOVE, EACH STOCKHOLDER MUST CHECK ANY
OF THE STATEMENTS 1-5 BELOW THAT APPLIES TO SUCH STOCKHOLDER AND SIGN BELOW WHERE INDICATED.







 _____ 
1. I have an individual net worth or joint net worth with my spouse in excess of
$                    .




 _____ 
2. I have had an individual income in excess of $                     in each of 2005 and 2006, and I
reasonably expect an individual income in excess of $                     for 2007. NOTE: IF YOU ARE BUYING
JOINTLY WITH YOUR SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF $200,000 IN EACH OF
THESE YEARS IN ORDER TO CHECK THIS BOX.


 


2









 






 _____ 
3. My spouse and I have had a joint income in excess of $                     in each of 2005 and 2006,
and I reasonably expect a joint income in excess of $                     for 2007.




 _____ 
4. I am a Massachusetts resident, and my purchase of the Units does not exceed 25% of my
net worth or, if I am married, 25% of the combined net worth of my spouse and me, excluding
principal residence and home furnishings.




 _____ 
5. I am a director or executive officer of the Corporation.



	 	 	 
	 

	 	 
	Print Name of Shareholder(s)

	 	Signature of Shareholder(s)







	III.	 	OTHER CERTIFICATIONS.






By signing the Signature Page, the undersigned certifies the following:



(a) that the Corporation’s purchase of the Units will be solely for the Corporation’s own
account and not for the account of any other person or entity; and



(b) that the Corporation’s name, address of principal place of business, place of
incorporation, and taxpayer identification number as set forth in this Questionnaire are true,
correct, and complete.




	IV.	 	GENERAL INFORMATION.






(a) PROSPECTIVE PURCHASER (THE CORPORATION)



	 	 	 
	Name:
	 	 
	 

	 	 






	 	 	 
	Principal Place of Business:
	 	 
	 

	 	 
	(Number and Street)
	 	 






	 	 	 
	Address for Correspondence (if different):
	 	 
	 

	 	 
	(Number and Street)
	 	 






	 	 	 	 	 
	Telephone Number: (                    )
	 	 	 	 
	 

	 	 

	 	 






							
	State of Incorporation:

	 	 	 	Date of Formation: 	 	 
	 

	 	 
	 	 	 	 






	 	 	 	 	 
	Taxpayer Identification Number:
	 	 	 	 
	 

	 	 

	 	 






					
	Number of Stockholders:
	 	 	 	 
	 

	 	 

	 	 






 


3









 





(b) INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE CORPORATION



	 	 	 
	Name:
	 	 
	 

	 	 






	 	 	 
	Position or Title:
	 	 
	 

	 	 






(c) IF SECTION II HAS BEEN COMPLETED, NAMES OF INDIVIDUAL STOCKHOLDERS



	 	 	 
	Name(s) of Stockholders:
	 	 
	 

	 	 
	 
	 	 
	Name(s) of Stockholders:
	 	 
	 

	 	 






1. Are you involved in any litigation, which, if an adverse decision occurred, would materially
affect your financial condition? Yes
 _____ 
No
 _____ 
If yes, please provide
details:



	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






2. I consider myself to be an experienced and sophisticated investor or am advised by a qualified
investment advisor, all as required under the various securities laws and regulations: Yes
 _____ 

No
 _____ 




3. I understand the full nature and risk of an investment in the Units, and I can afford the
complete loss of my entire investment. Yes
 _____ 
No
 _____ 




4. I am able to bear the economic risk of an investment in the Units for an indefinite period of
time and understand that an investment in the Units is illiquid. Yes
 _____ 
No
 _____ 




5. I further understand that I will be required to agree not to dispose of the Units except in
compliance with other conditions contained in the accompanying Subscription Agreement and
Confidential Private Offering Memorandum. Yes  _____  No  _____ 



6. Have you participated in other private placements of securities? Yes ____ No ____




The undersigned understands that the Company is relying upon the representations set forth above in
determining whether to accept the subscription being tendered.


 


4









 





	 	 	 	 	 
	 	 	 
	 	 	Name of Corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	*Signature of Authorized Officer
	 
	 	 	 	 
	 	 	 
	 	 	Title (If Signed on Behalf of Entity)
	 
	 	 	 	 
	 	 	 
	 	 	Print Name
	 
	 	 	 	 
	 	 	 
	 	 	Date








	 	 	 
	*	 	Signature must match signatory to attached Subscription Agreement.





 


5









 





PARTNERSHIP INVESTOR QUESTIONNAIRE




Investor Name:                                         (the “Partnership”)




The information contained in this Questionnaire is being furnished in order to determine
whether the undersigned Partnership’s subscription to purchase the Units described in the Company’s
Subscription Agreement and Confidential Private Offering Memorandum may be accepted.



ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. The
undersigned Partnership understands, however, that the Company may present this Questionnaire to
such parties as it deems appropriate if called upon to establish that the proposed offer to
purchase the Units is exempt from registration under the Securities Act of 1933, as amended, or
meets the requirements of applicable state securities or “blue sky” laws. Further, the undersigned
Partnership understands that the offering may be required to be reported to the Securities and
Exchange Commission and to various state securities and “blue sky” regulators.




	I.	 	PLEASE CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLIES TO THE PARTNERSHIP.







 _____ 
1. The undersigned Partnership: (a) has total assets in excess of $                    ; and (b) was
not formed for the specific purpose to purchase the Units.




 _____ 
2. Each of the partners of the undersigned Partnership is able to certify that such
partner meets at least one of the following two conditions:



a. the partner is a natural person whose individual net worth2 or joint net worth
with his or her spouse exceeds $                    ; or



b. the partner is a natural person who had an individual income in excess of $                     in each
of 2005 and 2006 and who reasonably expects an individual income in excess of $                     in 2007.





 




	 	 	 
	2	 	For purposes of this Questionnaire, the term “net
worth” means the excess of total assets over total liabilities. In determining
income, an investor should add to his or her adjusted gross income any amounts
attributable to tax-exempt income received, losses claimed as a limited
partnership, deductions claimed for depletion, contributions to IRA or Keogh
retirement plan, alimony payments, and any amount by which income from
long-term capital gains has been reduced in arriving at adjusted gross income.





 


 









 










 _____ 
3. Each of the partners of the undersigned Partnership is able to certify that such
partner is a natural person who, together with his or her spouse, has had a joint income in excess
of $                     in each of 2004 and 2005 and who reasonably expects a joint income in excess of
$                     during 2006.



IF YOU CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I AND DID NOT CHECK STATEMENT
1, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER, PARTNER OR GENERAL PARTNER OF THE UNDERSIGNED
PARTNERSHIP LISTING THE NAME OF EACH PARTNER AND THE REASON (UNDER STATEMENT 2 OR STATEMENT 3) WHY
SUCH PARTNER QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL INCOME, OR
JOINT INCOME) OR EACH PARTNER MUST PHOTOCOPY AND COMPLETE SECTION II BELOW.




	II.	 	IF YOU CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I ABOVE, EACH PARTNER MUST CHECK ANY OF
THE STATEMENTS 1-5 BELOW THAT APPLIES TO SUCH PARTNER AND SIGN BELOW WHERE INDICATED.







 _____ 
1. I have an individual net worth or joint net worth with my spouse in excess of
$                    _.




 _____ 
2. I have had an individual income in excess of $                     in each of 2005 and 2006, and I
reasonably expect an individual income in excess of $                     for 2007.




 _____ 
3. My spouse and I have had a joint income in excess of $                     in each of 2005 and 2006,
and I reasonably expect a joint income in excess of $                     for 2007.




 _____ 
4. I am a Massachusetts resident, and my purchase of the Units does not exceed 25% of my
net worth or, if I am married, 25% of the combined net worth of my spouse and me, excluding
principal residence and home furnishings.




 _____ 
5. I am a director, manager or executive officer of the Partnership.



	 	 	 
	 
	 	 
	 

	 	 
	Print Name of Partner(s)

	 	Signature of Partner(s)
	 
	 	 
	 
	 	 
	 

	 	 
	Print Name of Partner(s)

	 	Signature of Partner(s)
	 
	 	 
	 
	 	 
	 

	 	 
	Print Name of Partner(s)

	 	Signature of Partner(s)







	III.	 	OTHER CERTIFICATIONS.






By signing the Signature Page, the undersigned certifies the following:



1. that the Partnership’s purchase of the Units will be solely for the Partnership’s own
account and not for the account of any other person or entity; and



2. that the Partnership’s name, address of principal place of business, place of
incorporation, and taxpayer identification number as set forth in this Questionnaire are true,
correct, and complete.


 


 









 






	IV.	 	GENERAL INFORMATION.







	 	1.	 	PROSPECTIVE PURCHASER (THE PARTNERSHIP)






	 	 	 
	Name:
	 	 
	 

	 	 






	 	 	 
	Principal Place of Business For Correspondence:

	 	 
	 
	 	 
	 
	 
	 	 
	 






	 	 	 	 	 
	Telephone Number: (                    )
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 	 	 	 	 
	State of Certification:

	 	 	 	Date of Formation:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 






	 	 	 	 	 
	Taxpayer Identification Number: 
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Number of Partners: 
	 	 	 	 
	 

	 	 

	 	 






2. INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE PARTNERSHIP



	 	 	 
	Name:
	 	 
	 

	 	 






	 	 	 
	Position or Title:
	 	 
	 

	 	 






3. IF SECTION II HAS BEEN COMPLETED, NAMES OF INDIVIDUAL PARTNERS



	 	 	 
	Name(s) of Partners:
	 	 
	 

	 	 
	 
	 	 
	Name(s) of Partners:
	 	 
	 

	 	 






1. Are you involved in any litigation, which, if an adverse decision occurred, would materially
affect your financial condition? Yes
 _____ 
No
 _____ 
If yes, please provide
details:



	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






2. I consider myself to be an experienced and sophisticated investor or am advised by a qualified
investment advisor, all as required under the various securities laws and regulations: Yes
 _____ 

No
 _____ 



 


 









 





3. I understand the full nature and risk of an investment in the Units, and I can afford the
complete loss of my entire investment. Yes
 _____ 
No
 _____ 




4. I am able to bear the economic risk of an investment in the Units for an indefinite period of
time and understand that an investment in the Units is illiquid. Yes
 _____ 
No
 _____ 




5. I further understand that I will be required to agree not to dispose of the Units except in
compliance with other conditions contained in the accompanying Subscription Agreement and
Confidential Private Offering Memorandum. Yes  _____ No  _____ 




6. Have you participated in other private placements of securities? Yes ____ No ____




The undersigned understands that the Company is relying upon the representations set forth above in
determining whether to accept the subscription being tendered.



	 	 	 	 	 
	 	 	 
	 	 	Name of Partnership
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 







 


 











 




EXHIBIT “D”

BUSINESS PLAN




BUSINESS OVERVIEW




Pure Earth, Inc. (PEI) provides brokering, transportation, beneficial reuse of industrial
wastes streams and soils, including clean soils, petroleum hydrocarbon contaminated soils,
construction debris, and coal tars soils, into approved Brownfield sites or facilities.



Brownfields are previously used industrial sites which need remedial action approved by a
State to be reclaimed for a future business use (i.e. real estate development). In many cases,
Brownfield sites’ major costs are the capping of the site which blends well into the services
provided by PEI companies. Beneficial Re-Use is re-using the removed soil and other waste products
in a beneficial way which in many ways reduces the costs to the customer. There are many waste
products which can be modified through limited processing to create a fill material that has
structural strength and can be used to return these Brownfield sites to their original intended
use.



Brownfields are real property, the expansion, redevelopment, or reuse of, which may be
complicated by the presence or potential presence of a hazardous substance, pollutant, or
contaminant. Cleaning up and reinvesting in these properties takes development pressures off of
undeveloped, open land, and both improves and protects the environment.



It is estimated that there are more than 450,000 Brownfields in the U.S. Cleaning up and
reinvesting in these properties increases local tax bases, facilitates job growth, utilizes
existing infrastructure, takes development pressures off of undeveloped, open land, and both
improves and protects the environment. Initially, the EPA (Environmental Protection Agency)
provided small amounts of seed money to local governments that launched hundreds of two-year
Brownfield “pilot” projects. Through passage of the Small Business Liability Relief and Brownfields
Revitalization Act, effective polices that the EPA had developed over the years were passed into
law. The Brownfields Law expanded the EPA’s assistance by providing new tools for the public and
private sectors to promote sustainable Brownfields cleanup and reuse.



The EPA’s investment in the Brownfields Program has resulted in many accomplishments,
including leveraging more than $6.5 billion in Brownfields cleanup and redevelopment funding from
the private and public sectors and creating approximately 25,000 new jobs.




Description of Subsidiaries:




The Company has three wholly owned subsidiaries:




South Jersey Development, Inc.

America Transportation and Disposal Systems Inc.

Juda Construction, Ltd.



A brief description of each subsidiary is contained below.


 


D-1









 






South Jersey Development, Inc.. (SJD)-



SJD was formed to identify alternative brownfields and facility sites where SJD would be the
low cost provider to the North Jersey and New York markets. These alternative sites would be
controlled by executing joint ventures, operating agreements or out-right purchases of Brownfield
sites as the conditions dictate.




America Transportation and Disposal Systems Inc. (ATDS)



ATDS was formed as a corporation in July 2005 under Delaware laws by Chris Uzzi to better
reflect the actual services previously being provided by Whitney Contracting. Mr. Uzzi’s plan was
to transfer new jobs as they came in to ADTS name instead of Whitney Contracting. ATDS is in the
disposal and transportation business in the New York City area where it provides services to
maximize customer service with restricted work area and time requirements.




Juda Construction, Ltd. (Juda)




Juda was formed in 1998 as an Ltd corporation under Delaware laws by Nichols Paniccia. The
purpose was to provide a separate trucking and equipment company to better service WCI and other
non-affiliated customers in the New York City and Northern Jersey area. The ability to provide both
the transportation and disposal is critical to the customers to meet the construction schedules for
their jobs. Juda is primarily a union transporter which requires an in-depth understanding of rules
and regulations governing union activity. Juda has a fleet of trucks and the ability to subcontract
additional trucks as needed to meet any of their customer’s demands. In addition, Juda has several
trucking permits which are time consuming to obtain and require a high level of background
investigation.



MANAGEMENT




Brent Kopenhaver- Chairman of the Board & Chief Financial Officer  



Mr. Kopenhaver, age 51, will be Chairman of the Board and Chief Financial Officer and Treasurer of
Pure Earth Inc. Mr. Kopenhaver has 18 years of extensive financial, operational, and senior
management experience within the beneficial reuse, treatment, transportation, and disposal
industries. He recently was the CFO of Clean Earth Inc. for 7 years and held various financial
positions for 11 years with Republic Environmental Systems, Inc. Clean Earth, Inc is a company that
treats TPH soils, other contaminated soils, and even RCRA hazardous wastes. Republic Environmental
Systems, Inc. was a company specializing in the treatment of RCRA hazardous wastes before the sale
to PCS. Prior to his involvement in the environment field, Mr. Kopenhaver, worked in the banking
industry for 10 years with Chase, Bank of America, and Barclays Bank, evaluating and structuring
loans in the assets-based lending field. He holds a BS degree in accounting from Lehigh University


 


D-2









 





Mark Alsentzer- Chief Executive Officer 




Mr. Alsentzer, age 51, is the current CEO and President of SJD. He will become the CEO of PEI once
the merger is complete. Mr. Alsentzer has 25 years of experience in the environmental
services industry. During that tenure he built several large privately held companies and sold them
to public companies in the late 1990’s. Mr. Alsentzer was the Founder and President of Clean Earth,
a company he built from inception to over $120 million in revenue in 6 years. Mr. Alsentzer also
served as President of Stout Environmental a company that he and several partners built from less
than 1 million to $100 million in revenue and subsequently sold to Republic Services a NYSE company
in the early 1990’s. Mr. Alsentzer was the CEO of US Plastic Lumber Corp., a publicly traded
company for 8 years until the company filed for Chapter 11 Protection. Mr. Alsentzer holds a BS
degree in Chemical Engineering from Lehigh University and an MBA in management from Farleigh
Dickenson University. 
 



Christopher Uzzi- President 




Mr. Uzzi, age 58, is the current President of Whitney Contracting and will be the President of Pure
Earth, Inc. Mr. Uzzi has over 35 years of in-depth experience in disposal, transportation, and
construction services industries. Mr. Uzzi held various positions with Morgan Excel Industries
which specialized in the transportation and disposal business for 10 years. A joint venture in 1994
with NSC Trucking and subsequent merger in 1995 with Whitney Contracting elevated Mr. Uzzi to
President. Whitney Contracting specialized in disposal while NSC Trucking specialized in trucking
services. Through Mr. Uzzi’s influence, Whitney Contracting and affiliated Juda Trucking
participated in the 9/11 WTC cleanup operations running 100 trucks to remove debris, 24 hours a
day, 7 days a week, for 13 weeks.  In 1967, Mr. Uzzi was drafted and fought in the Vietnam War as a
Staff Sergeant with distinction, being awarded two bronze stars, combat air medal, combat infantry
metal, unit citation award, and NY State’s highest conspicuous service award by Governor Mario
Cuomo. 



Nichols Paniccia- President Juda Construction Ltd. 




Mr. Paniccia, age 53, is currently and will remain President of Juda Construction Ltd. under Pure
Earth Inc. Mr. Paniccia has 35 years of transportation and construction services experience. Mr.
Paniccia started up and operated several businesses in the New York area including a towing
business, and in 1987 started NSC Trucking which specialized in transportation of construction
aggregates. In 1994, Mr. Paniccia joint-ventured with Morgan Excell Industries to form Juda
Construction, Ltd and in 1998 took the business over himself. Mr. Paniccia developed Juda
Construction, Ltd into a recycler, trucking and equipment services company.



Scott Newman- Corporate Controller & Secretary




Mr. Newman, age 41, joined Pure Earth Inc. in 2005 bringing with him 14 years of extensive
financial, operations, and treasury experience. Prior to joining Pure Earth, he spent 5 years in
various positions at Clean Earth, Inc., including Controller of Construction Services Division,
Corporate Treasurer and Operational Controller of the Dredging Division. Also he held various
accounting positions with Republic Environmental Systems, Inc. for 5 years, and with Waste
Management Inc. for 4 years.  In his new role, Mr. Newman will be responsible for the overall
financial reporting of the company. He will also be involved with strategic planning, acquisition
evaluation and budgeting. Mr. Newman holds a BS in accounting from Philadelphia College of Textiles
and Science.  


 


D-3









 





Philip Guenzer- Vice President of Technical Services




Mr. Guenzer, age 42, is currently the Founder and President of Alchemy Development, LLC. In his new
position, Mr. Guenzer will be the Vice President of Technical Services responsible for compliance,
permitting, and providing technical support for existing and new sites where soils or other
products will be disposed. Mr. Guenzer has 19 years experience in the environment, remediation, and
waste management fields. He has held various positions from staff engineer to project manager with
Satterthwaite Associates, ERM, Canonie Environmental, OHM and Nutra-Soils. Mr. Guenzer holds
Professional Engineering certifications from the states of PA, NJ, NY, CO, MA, and has a BS and MS
in civil engineering from Bucknell University and Villanova University, respectively. He also has a
MBA from Pennsylvania State University.



COMPETITION 




PEI competitors are regional remedial and construction companies coupled with landfill operators
and Brownfield sites. The competitors in the remedial/construction segment are middle to large
companies with sales in excess of $100 million. These companies generally manage the projects on a
turn-key approach. Several landfill operators the likes of WMI, BFI and other smaller landfills
maybe competitive on certain types of soils on specific jobs in certain instances. Local
Brownfields sites like, Encap, maybe competitive based on the soil’s classifications and physical
characteristics. (see applicable risk factors below)  
 



LARGE GROWING SITE CLEAN-UP AND REDEVELOPMENT ACTIVITY 




Federal, state and local programs providing funding for redevelopment and clean up initiatives have
gained momentum since the mid-1990’s and are generating significant public and private
expenditures, averaging approximately $1 billion per year.  Based on the success and popular
support for these programs, which have proven to not only improve the environment, but also benefit
the local economies, funding for these programs is expected to increase for the foreseeable
future.  Federal programs such as the 2002 Small Business Relief and Brownfield Revitalization Act,
and state programs including Pennsylvania Growing Greener and Growing Greener II initiatives, and
New Jersey’s Voluntary Clean Up Program (“VCP”), provide incentives to eliminate costly
environmental liabilities by initiating specific clean-up and redevelopment projects.  As a result,
spending on environmental redevelopment has increased in recent years as more companies take
control of their own site clean-up requirements rather than waiting on government initiated
projects.  PEI plans to capitalize on this trend with their lower operating and overhead costs on
all of these redevelopment projects. 



ATTRACTIVE GEOGRAPHIC MARKETS 




The Northeast region represents the largest and most attractive market for the beneficial re-use of
clean and contaminated soils coupled with transportation services for several reasons.  




	 	•	 	The densely populated industrial regions place high value on redevelopment of the
industrial sites due to the lack of available land and generally high real estate values,
which PEI plans to take advantage of by locating new Brownfield sites.  

	 
	 	•	 	The beneficial reuse of clean and contaminated materials is becoming more cost effective
in the Northeast as regional landfill tipping fees increase and landfill capacity shrinks.
 

	 
	 	•	 	Economic incentives provided by the local governments and regulatory agencies have given
rise to an active Brownfield redevelopment market.





 


D-4









 










MARKET OPPORTUNITIES




	 	 	 	 	 
	Substantial Market	 	— as a result of key industry	 	— upon which PEI is well
	Opportunities are in Place	 	trends and drivers	 	positioned to capitalize.
	 
	 	 	 	 
	Recycling and Beneficial
Re-Use of
Soil and Other Contaminated
Materials in the Northeast 

	 	•     Large number of
industrial sites
that require
remediation.


•     Limited
availability of
land and high value
of Real Estate.
Increasing landfill
costs and declining
landfill capacity.

	 	•     Lowest cost provider
Companies strategically located near
major cities and industrial centers.

	 
	 	 	 	 
	Brownfields Redevelopment 

$1 billion market
annually, 40% CAGR since
1997

	 	•     Federal and State
legislation
providing funding
and tax incentives
for Brownfields.
 

•     Regulators
implementing
risk-based
standards for
cleanup and return
to productive use
of contaminated
properties. High
value of land
creates compelling
economics for
redevelopment.

	 	•     Ability to provide beneficial
re-use materials at a fraction of
the cost of virgin materials for
redevelopment.





Ability to manage a diverse range of
contaminated materials.






ACQUISITION OPPORTUNITIES




The Company intends to grow in large part through an acquisition strategy. The Company is
currently in discussions with at least 4 non-affiliated companies to acquire either the assets or
stock of such companies. No assurances can be given that the Company will be successful in
acquiring these companies, or that if so acquired, that the Company can adequately integrate these
companies and derive a profitable rate of return. The Company intends to seek out other potential
acquisition candidates in an effort to consolidate its business and become a major player in the
brownfields redevelopment market.


 


D-5









 





EXHIBIT E

CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK




 


E-1









 







EXHIBIT F

WARRANT AGREEMENT






 


F-1