Filed by Bowne Pure Compliance





EXHIBIT
10.6



CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. THE OMITTED PORTIONS ARE MARKED AS “[XXXX]” ALONG WITH A FOOTNOTE INDICATING THAT THE
INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. AN UNREDACTED COPY
OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




AGREEMENT



This agreement made by and between NORTH BERGEN ASPHALT PRODUCT LLC, a New Jersey Limited Liability
Company, having an office at 90 West Franklin Street, Hackensack, New Jersey, 07601, referred to as
“Owner” or “NBP”, and SOUTH JERSEY DEVELOPMENT, INC. a Division of Pure Earth, Inc., a corporation
organized under the laws of the State of Delaware, having a principal place of business at One
Neshaminy Interplex, Trevose, PA 19053, being duly authorized to transact business within the State
of New Jersey, referred to as “Manager” or “SJD”. The agreement is referred to as the “Agreement”.



RECITALS



A. Owner is lessee of a parcel of land in the Borough of Fairview, more particularly described on
Exhibit A attached hereto (the “Site”). Owner or its affiliate(s) has obtained permits from
Fairview to operate a temporary Asphalt plant on the site, and



B. Owner desires to produce crushed fill on the site needed for the Asphalt Plant and its related
companies, and



C. Manager represents that it is qualified in the supervision, operation and management of crushed
fill (rock crushing) production and processing, and



D. Owner desires to employ Manager to act as its manager in supervising, administering and managing
a rock crushing operation at the Site, and



E. Manager desires to furnish those services, all subject to the terms and conditions set forth in
this agreement;



NOW THEREFORE, in consideration of the mutual covenants contained below, Owner and Manager agree as
follows:




1. Appointment by Owner of Manager of Rock Crushing Operation.



(a) Owner appoints Manager for the term of this Agreement as its sole and exclusive manager to
supervise and administrate, for and at the expense of Owner (except as otherwise provided herein),
the management and operation of a temporary rock crushing operation (“RC”) at the Site for so long
as same is permitted to be operated as part of any temporary Asphalt Plant approvals or otherwise,
or until Manager or this Agreement is terminated pursuant to the terms hereof.



(b) Manager shall undertake its duties as Owner shall specifically direct, on the terms and
conditions stated below. This appointment to be effective as of the date of execution of this
Agreement and to continue in force afterwards for the period specified in Paragraph 9 below.



(c) Manager shall supply all product and equipment needed to producing an environmentally clean
product (as hereinafter defined) at its own cost, with no residue or wood chips, operate the RC,
produce the product, maintain the Site in a clean and organized manner, manage, operate, and
maintain the rock crushing operation in an efficient and satisfactory manner to reasonable
standards of Owner. Manager shall act in a fiduciary capacity with respect to the proper use
protection, and maintenance of the Site, equipment and accounting for Owner’s Revenue. In this
capacity, Manager shall serve Owner’s interests at all times. Owner does not warrant nor guaranty
any particular capacity of the site as same will depend and fluctuate on traffic considerations,
amount of by-product, local, State and County laws as may be applicable and hours of operation.




 


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2. Management and Duties.



Manager accepts the appointment under the terms and conditions set forth below, and in connection
with its supervision, administration, and management, Manager shall perform the following services:




(a) General Operations.



Operate the RC in the same manner as is customary and usual in the operation of comparable
facilities and to the reasonable standards of Owner, for the account of Owner, and so for as is
economically and legally practicable, in accordance with the same procedures, practices, management
techniques and other rules of operation used in similar rock crushing operations, and those managed
by Manager, if any, for the account of others (except where this Agreement shall specifically
provide a different procedure, practice, as set hereafter. Manager shall not have the authority to
bind Owner to any third party. Manager shall, solely for its own account, purchase and transport
all products to the site, and timely pay all suppliers and contractors for same, holding Owner
harmless from liability for same. Manager shall provide proof monthly to Owner of payment to third
parties for materials and cost of product transport.




(b) Employees; Independent Contractor.



Manager will properly, adequately, safely and economically manage, operate, maintain and account
for the RC. All matters pertaining to the employment, supervision, compensation, promotion and
discharge of employees are the responsibility of Manager, which shall be in all respects the
employer of the employees, Notwithstanding anything to the contrary, Owner shall be notified at
least five days prior to the proposed replacement of the RC’s General Manager or Supervisor. The
replacement of any General Manager or Supervisor will be subject to the review and approval of
Owner. Manager will negotiate with any union lawfully entitled to represent employees and may
execute in the name of Manager, any resulting collective bargaining agreements or labor contracts,
the conduct and result of which shall be at the sole cost of Manager. Manager shall fully comply
with all applicable laws and regulations having to do with worker’s compensation, social security,
unemployment insurance, hours of labor, wages, working conditions, and other employer-employee
related subjects. Manager represents that it is and will continue to be an equal opportunity
employer and must advertise as an equal opportunity employer. This Agreement is not one of agency
by Manager for Owner, but one in which Manager is engaged independently in the business of owning
or managing such RC’s on his own behalf as an independent contractor. All employment arrangements
are therefore solely Manager’s concern, and Owner shall have no liability with respect to those
arrangements.




 


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(c) Schedule of Employees.



Manager shall provide a schedule of employment positions in the form of Schedule B
attached, to be staffed “on-site” for conducting the direct management of the R.C. This Schedule
shall be updated by manager at least quarterly so as to include the number of employment positions,
together with titles and applicable salary ranges, and shall also indicate which employment
positions are to be bonded or are covered under Manager’s comprehensive insurance policy. Manager
may substitute members of its home office staff, on a temporary basis from time to time, to perform
in designated employment positions. Re-Insert: provided written notice shall have first been
provided to Owner. Should, in Owner’s sole discretion, any employee of Manager be deemed
disruptive, belligerent, or counter productive to the RC and/or affiliated business and employees,
Manager shall remove said employee from the RC and replace said employee within 48 hours of written
notice from Owner.




(d) Income.



All Manager’s output of product shall be first offered to Owner on terms as set forth herein. All
product processed shall first be available to satisfy Owner’s product requirements (as hereafter
defined in section 3(b)(1) hereafter) may be acquired by Manager pursuant to the further terms of
this agreement. Manager shall not conduct any third party sales from the Site without written
approval, to be granted or denied, in the sole discretion of Owner. Decisions as to the making of
repairs and choice of equipment for RC operations are to be made by the Manager as Manager may deem
reasonable and necessary for the proper maintenance and operation of its rock crushing equipment.




(e) Signage:



During the term of this agreement, any and all signage, in a location designated by Owner, if any
at all is permitted, shall read: “North Bergen Asphalt Products LLC.” Manager shall not
post any signage, nor advertise or promote the RC operation or their company or their services at
this location by any medium, or under any other name. Upon Landlord’s written approval, Manager
may request to add after “North Bergen Asphalt Products LLC” the words “Managed by South Jersey
Development, Inc.”.




3. Additional Duties of Manager and Owner.



The respective duties and responsibilities of Manager and Owner in connection with the management
and operation of the above-described Property are as follows:




(a) Owner:



Owner will provide in Schedule A the land area for the crushing operation and reasonable
access to and from the site, subject to local road capacity and traffic considerations. Owner or
its affiliate has permits from the Borough of Fairview for erection and operation of a temporary
Asphalt Plan on the Site. Owner views the RC as an accessory use (preparing materials for the
Asphalt Plant), however, Owner cannot assure or guaranty that the RC will be permitted or that any
other Governmental Regulations, including Zoning or environmental, may interfere or cease
operation(s) temporarily or permanently.





(1) As to only Owner’s Product Requirements as defined in section 3(b)(1) hereafter: Owner
will supply the equipment and personnel needed to remove the crushed material from the site.



(2) Upon payment for that remaining product which Manager acquires from Owner pursuant to the
terms of this Agreement: Owner will provide all personnel to LOAD at Owner’s cost onto Manager’s
trucks at the site all crushed rock acquired by Manager. Manager’s purchase and prompt payment is
the consideration for Owner’s agreement to load Manager’s materials.



 


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(3) As to all other product other than that described in (1) and (2) above, Manager shall at
its own cost provide the personnel and equipment necessary to promptly remove all the product from
the site.



(4) In any and all instances, Owner shall provide an entrance into the crushing facility so
there are minimal impediments for all incoming trucks to the extent reasonably practicable.



(5) All processed and unprocessed material shall be maintained and stored in the product
storage area delineated on Schedule A. (“Product Storage Area”). Manager shall not exceed the
capacity of the Product Storage Area which capacity (comprising both processed and unprocessed
product) is also specifically set forth in Schedule A (“Capacity”). Manager agrees that the
boundaries of the Product Storage Area and the Capacity stated are reasonable and necessary to
maintain order, foster safety and provide reasonable access for operations at the Site. The
Product Storage Area or Capacity shall not be exceeded or modified by Manager without express
written approval of Owner. If and when Capacity is reached, Manager shall immediately cease
operations until Capacity becomes within limits. Once below Capacity, the Manager may resume
operations. Notwithstanding the foregoing, upon written notice to Owner (“Excess Purchase
Notice”), Manager may produce more than the Capacity (“Excess Capacity”) providing Manager
purchases from Owner all Excess Capacity at $XXXX1 per net ton which price shall include Owner
loading the Excess Capacity product onto Manager’s designated on site vehicles for prompt removal
from the site by Manager at Manager’s cost and expense.



(b) Manager.



In addition to other responsibilities of Manager set forth elsewhere:




(1) Manager will supply crushing experience and all equipment needed to produce crushed fill
on a “requirements” basis by Owner for its sites and customers.




(2) Manager will further:



(a) Provide proof of insurance at all times in accordance with the further insurance
requirements below, naming Owner as additional insured.



(b) Install at its own cost a scale to weigh all materials being trucked off the premises and
install a Crusher, scales and all related equipment, all of which shall be movable and temporary so
as not to be affixed the land.



(c) Manager will produce the following three (3) finished Clean Products clean and free of all
dirt and debris:




	 	1.	 	3/8” clean stone

	 
	 	2.	 	3/4” clean stone, and

	 
	 	3.	 	2” clean stone (“Clean Stone Product”)









 





			
	1	 	Omitted and filed separately
with the Securities and Exchange Commission under an application for
confidential treatment.






 


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(d) A fourth finished product which will be produced by Manager so as to meet Owner’s
requirements will be 1/4” Dense Grade Aggregate (DGA), which product shall be free of all debris
and excess dirt.



(e) Any material unacceptable to Owner will be removed at Manager’s cost with no additional
charge to Owner. Manager will ensure that no material, waste or product shall be placed in or
about the property slopes or the surrounding waterways and that Manager will adhere to operate
outside a reasonable buffer there from established by Owner.



(f) Any and all excess dirt and debris and any product Manager purchases will be promptly
loaded and trucked away using Manager’s equipment and vehicles at the expense of Manager.



(g) Owner shall pay Manager a fee for its Product Requirements of any Monthly Lot of all stone
product(s) described in section (c) 1, 2 & 3 above of $XXXX1 per clean ton.



(h) Manager may purchase remaining Monthly Lot of clean stone product(s) from Owner for $XXXX1
per clean ton at site, however, only for certified re-sale and use outside the State of New Jersey.



(i) Owner will pay Manager a fee for its Product Requirements of Dense Grade Aggregate (DGA)
from any Monthly Lot for $XXXX1 per clean ton.



(j) After Owner’s requirements are met, Manager may purchase the remaining Dense Grade
Aggregate from Owner for $XXXX1 per clean ton, however, only for re-sale and use outside the State
of New Jersey.



(k) Manager will obtain, deliver, assemble, operate, maintain, repair and remove as required
by this Agreement the rock crusher and accessory equipment at its own cost.



(l) All monies, whether by adjustment or otherwise, must be exchanged within 30 days of the
invoice date.





 





			
	1	 	Omitted and filed separately
with the Securities and Exchange Commission under an application for
confidential treatment.






 


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(m) “Clean Materials” shall be defined as “natural stone, not previously processed, consisting
of natural stone extracted without previous use, free and clear of any environmental contamination
and of all foreign substances, other material and debris”, crushed, processed and suitable for
Owner’s Product Requirements. Manager shall only process Clean Materials on the Site.



(n) Owner’s “Product Requirements” shall mean the volume of Clean Materials, up to Manager’s
entire output.



(o) Manager is strictly prohibited from subcontracting all or part of any management duly
hereunder, except trucking and transportation of materials for its own account.



(p) Decisions as to the making of repairs, alterations and decorations for the rock crushing
operation are to be made by the Manager as Manager may deem reasonable and necessary for the proper
maintenance and operation of its rock crushing equipment.



(q) Monthly Lot shall mean the entire amount of Clean Materials produced from Manager’s RC
operations.



7. Records.



Manager shall maintain accurate records of all materials received and dispersed in his management
of the Property, and such records shall be open for inspection by Owner at all reasonable times.
Manager shall provide Owner a monthly written statement showing all receipts and disbursements in
detail for each Monthly lot.




8. Payment to Owner.



Manager shall make payments for product it retains as Owner may otherwise direct in writing.




9. Term of Agreement.



(a) Subject to earlier termination as provided for herein, this Agreement shall be for a two (2)
year term commencing on full execution hereof. If not renewed in writing for an additional two
year period, and if not terminated in writing by either party, this agreement shall thereafter be
deemed a month-to-month agreement cancelable by either party on not less than thirty (30) days’
written notice.



(b) In the event this agreement is terminated pursuant to the immediately preceding paragraph,
(other than for non-payment for any product acquired by Manager, or other material breach of this
agreement by Manager (“Manager Breach”)) and providing Manager is not in breach of this agreement or
a Governmental Order to cease RC operations has not issued pursuant to paragraph 13 below, Owner
shall pay the Manager a liquidated “Demobilization Fee” of $20,000.00. The parties deem this fair
and reasonable, particularly in light of the difficulty of determining damages with any certainty.
The Demobilization fee of $20,000.00 shall be full and final liquidated damages payable in lieu of
any other claim for damages by Manager of any
nature excepting any monetary claim for a fee owing for product provided to Owner shall be
preserved for the applicable statutory period.





 


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(c) Notwithstanding anything in this agreement to the contrary, Owner may Terminate Manager without
cause during the first six (6) months of this agreement. After the first six (6) month anniversary
of this agreement, Owner may terminate this agreement only for cause as set forth in this
agreement, which shall include a Governmental Order as hereafter defined and/or Manager Breach. In
either event, except for a Governmental Order and/or Manager Breach, the Demobilization Fee shall
nevertheless be payable.




10. Confidentiality/Non-Compete.



(a) During the Initial two year term of this Agreement, and for a period of one year thereafter
(the “Restrictive Term”), Owner and Manager shall not, without the prior written consent of the
other, disclose to anyone any Confidential Information regarding the other. “Confidential
Information” for the purposes of this Agreement shall include either Company’s proprietary and
confidential information such as, but not limited to, customer lists, pricing strategies, rate
schedules, processing techniques, business plans, sales plans, marketing plans, financial
information, designs, drawing, specifications, models, software, source codes and object codes.
Confidential Information shall not include any information that:





	 	(1)	 	is disclosed by Company without restriction;

	 
	 	(2)	 	becomes publicly available through no act of Owner;

	 
	 	(3)	 	is rightfully received by Owner from a third party.






(b) Accounting for Profits.



Owner and Manager covenant and agree that, if by adjudication, either shall be found to have
knowingly violated any covenants or agreements in this Section 10 hereof, the other shall be
entitled to an accounting and repayment of all profits, compensation, commissions, renumerations or
benefits which the other directly or indirectly has realized and/or may realize as a result of,
growing out of or in connection with any such violation; such remedy shall be in addition to and
not in limitation of any injunctive relief or other rights or remedies to which the other is or may
be entitled at law or in equity or under this Agreement.




(c) Reasonableness of Restrictions.



Owner and Manager have carefully read and considered the provisions of this Section 10 hereof and,
having done so, agree that the restrictions set forth therein (including, but not limited to, the
time period of restriction and the geographical areas of restriction) are fair and reasonable and
are reasonably required for the protection of the interests of the Manager, its affiliates,
subsidiaries, parent or sisters, their officers, directors, and employees. In the event that,
notwithstanding the foregoing, any part of the covenants set forth in Section 10 hereof shall be
held to be invalid or unenforceable, the remaining parts thereof shall nevertheless continue to be
valid and enforceable as though the invalid or unenforceable parts had not been included therein.
In the event that any provision of Section 10 relating to time period and/or areas of restriction
shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas
such court deems reasonable and enforceable, the agreed upon time period and/or areas of
restriction shall be deemed to become and thereafter be the maximum time period and/or areas which
such court deems reasonable and enforceable.




 


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11. Notices.



For the purposes of this Agreement until changed by written notice to Manager, the mailing address
of Owner for all purposes shall be as above first written. For the purposes of this Agreement, and
until changed by written notice to Owner, the mailing address of Manager for all purposes shall be
as above first written.




12. Additional Duties of Manager.



In addition to the foregoing, Manager shall perform all services that are necessary and proper for
the operation and management of the Property, and shall promptly report to Owner any conditions
concerning the Property that require the attention of Owner. Any and all governmental matters
including but not limited to Zoning or Permits, shall be immediately
referred by Manager for Owner
to solely address. Manager shall comply with all environmental laws, however, Owner indemnifies
Manager from any condition arising prior to Manager’s commencement and from that which Manager did
not cause intentionally or negligently.




13. Notice of Termination.



The parties agree that they shall obey any lawful State, County or Local order as to terms of
continuation or discontinuation (whole or partial) of RC on the site. Each party hereto assumes
the risk, without claim, Demobilization or Release Fee or charge to the other, of an order
demanding discontinuation of RC at the site (“Governmental Order”). In such event, Owner in its
sole discretion and cost, may appeal and hereby indemnifies and holds Manager harmless from the
cost of any such appeal. In the event Owner chooses, in its sole discretion, not to appeal any
Governmental Order of whole or partial discontinuation of RC, then notwithstanding anything to the
contrary in this agreement, this agreement shall terminate and all equipment and products shall be
removed from the site, and the site shall be returned to the condition same was received within 30
days of expiration of this Agreement or of receipt by Manager of Notice of a Governmental Order to
discontinue RC which is not appealed by Owner.



The parties further agree that if any lawful State, County, or Local agency issues a citation,
order, or fine regarding the unlawful operation of the RC due in any part to a lack of proper
permits (whether building or environmental in nature), or a lack of proper zoning, the Owner will
fully indemnify the Manager from all governmental assessed costs associated from such action and
will pay all fines (and reasonable legal fees of N.J. counsel of Owner’s choosing) imparted on
Manager whereupon Owner may then Terminate this agreement upon tender to Manager of any sums for
material due and owing to date.




 


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14. Security.



To insure its compliance with the terms of this Agreement and any actual or potential liability
hereunder, including the clean-up and removal of all products form the site upon Termination of
this Agreement, Manager and its affiliates as disclosed on Schedule C hereto, shall execute
a guaranty to in the form attached as Schedule D in lieu of a performance bond, letter of
credit or cash (hereafter the “Guaranty”). Manager acknowledges and agrees that in the event a
Guaranty is provided, that in addition thereto, Owner shall have rights and remedies upon default
as permitted to a Landlord by law in New Jersey.




15. Sale of Property.



On the voluntary sale of the Property by Owner, or revocation of the temporary Asphalt Permit
issued by Fairview, or any other Governmental Decree or Order to Cease operations, this Agreement
shall terminate at Owner’s option, by written notice to Manager.




16. Condemnation.



This Agreement shall terminate in the event of a total condemnation of the Property. If there is a
partial condemnation of the Property, this Agreement may be terminated at the option of Owner. If
such a partial condemnation of the Property reduces the capacity of the RC by more than seventy
five percent (75%), Manager may terminate this Agreement. Owner shall be entitled to all damages
awarded as a result of any eminent domain proceeding.




17. No Property Interest Created.



Nothing contained in this Agreement shall be deemed to create or shall be construed as creating in
Manager any lien or property interest in or to the site or underlying property interests.
manager’s use of the site is non-exclusive; however, any collateral use by Owner shall not
unreasonably interfere with the RC or Manager’s ability to perform its duties.




18. Miscellaneous Provisions.



A.
Manager’s Insurance



Manager, at its expense, will obtain and keep in force adequate insurance in an amount approved by
Owner, against liability for loss, damage or injury to properly or persons which might arise out of
the occupancy, management, operation or maintenance of the rock crushing operation. Owner will
also be covered as an insured in all liability insured and maintained by Manager with respect to
the rock crushing operation. Manager shall hold Owner harmless from any liability on account of
loss, damage or injury actually incurred During the Restrictive Term, provided Owner:




(a) Notifies Manager within 24 hours after Owner receives notice of any loss, damage or injury;



(b) Takes no action (such as admission of liability) which might bar Manager from obtaining any
protection afforded by any policy Manager may hold or which might prejudice Manager in it; defense
to a claim based on loss, damage or injury;




 


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(c) Agrees that Manager shall have the exclusive right, at its option, to conduct the defense to
any claim, demand or suit within limits prescribed by the policy or policies of insurance; and



(d) Has not acted negligently and any liability results from such negligence,



(e) Nothing here shall be construed as Owner indemnifying Manager of its employees, contractors or
agents against any act or omission for which insurance protection is not available; neither is the
preceding intended to affect the general requirement of this Agreement that the rock crushing
operation shall be managed, operated and maintained in a safe condition and in a proper and careful
manner. Owner shall furnish whatever information is required by Manager for the purpose of
establishing the placement of insurance coverage and shall aid and cooperate in every reasonable
way with respect to insurance and any loss claimed.



B. Restrictive Covenants.



Owner shall not operate at the Site, directly or indirectly, either for its own account or as a
partner, consultant, stockholder (other than shares regularly traded in a recognized market),
officer, director, employee, agent or otherwise knowingly be employed by, connected with,
participate in, consult or otherwise associate with any Rock Crushing business, enterprise or
venture at the Site that is the same as, similar to or competitive with Manager or any of its
affiliates, sisters, parent or subsidiary companies in the Rock Crushing business for a period of
one year from the date of the termination of this Agreement, unless terminated due to breach by
Manager. By way of example, and not as a limitation, the foregoing shall preclude Owner from
soliciting business or sales from or attempting to convert to other sellers or providers of Rock
Crushing for a period of one year subsequent to the termination of this Agreement, Owner shall not
knowingly, directly or indirectly, solicit for employment or employ any employee of Manager or any
of its affiliates, sisters, parent or subsidiaries. In any event, Owner shall not be restricted
from purchasing its Product Requirements in the open market during the Restrictive Term.



Conversely, Manager shall not operate in New Jersey, directly or indirectly, either for its own
account or as a partner, consultant, stockholder (other than shares regularly traded in a
recognized market), officer, director, employee, agent or otherwise knowingly be employed by,
connected with, participate in, consult or otherwise associate with Asphalt Manufacturing business,
enterprise or venture that is the same as, similar to or competitive with Owner or any of its
affiliates, sisters, parent or subsidiary companies for a period of
one year from the date of the
termination of this Agreement, unless terminated due to breach by Owner. By way of example, and
not as a limitation, the foregoing shall preclude Manager from soliciting business or sales from or
attempting to convert to other sellers or providers of Asphalt or Asphalt Recycling services. For
a period of one Year subsequent to the termination of this Agreement, Manager shall not knowingly,
directly or indirectly, solicit for employment or employ any employee of Owner or any of its
affiliates, sisters, parent or subsidiaries.




 


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C. Additional Insurance.



Manager must furnish a certificate evidencing Workers’ Compensation in a form acceptable to Owner,
shall be for an amount not less than $1,000,000.00 per occurrence. The certificate shall have
attached an endorsement that Owner will be given at least 10 days’ prior written notice of
cancellation of or any material change in the policy. Owner will not reimburse Manager for the
cost of this insurance, or for any and all coverages that Manager obtains for its own account.




D. Subcontractor’s Insurance.



Manager shall require that all subcontractors for transportation and hauling brought onto the rock
crushing operation have insurance coverage at the subcontractor’s expense in the following minimum
amounts:




(1) Workers’ Compensation in the statutory amount.



(2) Employer’s Liability (in those states where it is required) in the minimum amount
of $1,000,00.00.



(3) Comprehensive
General Liability in the amount of $2,000,000.00, combined single limit.



(4) Manager must obtain Owner’s permission to waive any of the above requirements. Higher
amounts may be required if the work to be performed is sufficiently hazardous. Manager shall
obtain and keep on file a certificate of insurance which shows that the subcontractor is insured.
Owner shall be named as an additional insured on the certificate.



E. Mutual Indemnification.



Manager and Owner respectively shall not be liable to the other or to any other person for any
obligation of the other or any contractual obligation that arises in the course of the business of
the rock crushing operation created by Owner and Managed by Manager, and Owner and Manager shall
indemnify and hold the other harmless for any obligation. With respect to any act or omission of
any agent or employee of the other, each shall indemnify the other and hold it harmless from all
liability, loss, damage, cost or expense by reason of any act or omission. With respect to any act
or omission of any agent or employee of Owner or Manager, each shall indemnify the other and hold
it harmless from all liability, loss, damage, cost or expense by reason of any act or omission. In
no event shall Manager or Owner make any claim against the other on account of any alleged errors
of judgment made in good faith in determining the operating policies of the rock crushing
operation.




F. Indemnification.



Manager, and its parent company as guarantor, shall indemnify, defend and hold Owner harmless from
any and all uninsured claims, demands, causes of action, losses, damages, fines, penalties,
liabilities, costs and expenses, including attorneys’ fees and court costs, sustained or incurred
by
or asserted against Owner by reason of or arising out of Manager’s (or its employees or agents)
sole negligence in performing or failing to perform the duties and obligations required by this
Agreement to be performed by it.




 


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G. Enforceability.



If any provision of this Agreement or the application of any provision to any person or
circumstances is held invalid or unenforceable, the remainder of the Agreement and the application
of the provision to other persons or circumstances shall remain valid and enforceable.



H. Waiver of Provisions.



None of the conditions or provisions of this Agreement shall be held to have been waived by any act
or knowledge of Manager or Owner, its agents or employees, but only by an instrument in writing,
signed by the officer of manager or Owner as the case may be.



I. Entire Agreement.



This Agreement shall constitute the entire agreement between the parties relative to the subject
matter of the Agreement, notwithstanding any oral statements to the contrary, and this Agreement
may to executed simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. This Agreement
cannot be changed or terminated orally, but only by writing signed by the party against whom the
changes or termination is asserted.



J. Burdens and Benefits.



This Agreement shall be binding on and shall inure to the benefit of the respective legal
representatives, successors and assigns of Manager, Owner and any future owner of the rock crushing
operation.



K. Governing Law.



This Agreement shall be interpreted under and governed by the laws of the State of New Jersey,
venue agreeably being Bergen County, New Jersey.



L. Headings.



All headings in this Agreement are inserted only for convenience and ease of reference and are not
to be considered in the construction or interpretation of any provision of this Agreement.



M. Representation.



Manager represents and warrants that it is fully qualified and licensed, to the extent required by
law, to manage a rock crushing operation and perform all obligations assumed by Manager under
this Agreement. Manager is familiar with the requirements of Buyer, Manager agrees to comply with
all laws now or later in effect. Manager is represented by its own legal counsel.





 


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N. Manager as Independent Contractor.




Manager is an independent contractor and not an employee of Owner for any purpose.



O. Assignment.



This Agreement shall be binding on and inure to the benefit of the successors and assigns of the
parties hereto, and their respective successors and assigns, provided however that this Agreement
may not be assigned by Manager without the prior written consent of Owner. Owner shall have the
right to assign this Agreement to any purchaser, lessee or other transferee of substantially all of
the assets comprising the rock crusher operation, provided purchaser, leasee or transferee
expressly assumes by a writing delivered to Manager all of the obligations of Owner under this
Agreement.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above
written.




	 	 	 	 	 	 	 	 	 	 	 
	Owner	 	 	 	Manager	 	 
	North Bergen Asphalt Products LLC	 	 	 	South Jersey Development, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joseph M. Samp, Pres.
 

	 	 	 	By:
	 	/s/ Brent Kopenhaver
 

Brent Kopenhaver, Director
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date: July 25, 2006	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Manager Guarantor:	 	 
	 	 	 	 	 	 	Pure Earth, Inc.	 	 
	 
	 	 
	Date:      
     
          
     
          
     
     
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Brent Kopenhaver	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Brent Kopenhaver, COB, CFO	 	 






 


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SCHEDULE A

Land Description




SITE PLAN AND MATERIAL STORAGE AREA



 


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SCHEDULE B

SCHEDULE OF EMPLOYMENT POSITIONS




Name Position Salary Range (Full-Time or Pro-Rated) Bonded/Insured Under Policy



 


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SCHEDULE C

MANAGER AND AFFILIATE DISCLOSURE




 


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SCHEDULE D

GUARANTY





 


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