Filed by Bowne Pure Compliance





Exhibit 10.5.1




CHANGE IN TERMS AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal
	 	Loan Date
	 	Maturity
	 	Loan No
	 	Call/Coll
	 	Account
	 	Officer
	 	Initials
	$2,500,000.00
	 	11-02-2007
	 	10-15-2008
	 	1933
	 	Real E
	 	 	 	***	 	 





References in the boxes above are for Lender’s use only and do not limit the applicability of this
document to any


particular loan or item.




Any item above containing “***” has been omitted due to text length limitations.




	 	 	 	 	 	 	 	 	 
	Borrower:

	 	Casie Ecology Oil Salvage, Inc.; MidAtlantic
	 	 	 	Lender:
	 	Parke Bank
	 

	 	Recycling Technologies, Inc.; and Rezultz, Inc.
	 	 	 	 	 	Main Office
	 

	 	3209 North Mill Road
	 	 	 	 	 	PO Box 40
	 

	 	Vineland, NJ 08360
	 	 	 	 	 	601 Delsea Dr.

Sewell, NJ 08080

(856)256-2500






	 	 	 	 	 	 	 
	Principal Amount: $2,500,000.00

	 	Initial Rate: 8.000%
	 	 	 	Date of Agreement: November 2, 2007





DESCRIPTON OF EXISTING INDEBTEDNESS. Whereas, on or about October 5, 2005 Borrower, being indebted
to Lender in the principal sum of $2,500,000.00 original loan, the current loan balance is
$2,389,493.00, executed and delivered to Lender a note of same date repayable and bearing interest
as set for in the Note.



DESCRIPTION OF COLLATERAL. Secured by first mortgage lien on 3209 N. Mill Road, Vineland, NJ 3137
Chammings Ct, Vineland, NJ 1406 Third Street, Millville, NJ. Assignment of Leases, Rents and Other
Agreements and UCC1 Financing Statements.



DESCRIPTION OF CHANGE IN TERMS. Renewal.



PROMISE TO PAY. Casie Ecology Oil Salvage, Inc.; MidAtlantic Recycling Technologies, Inc.; and
Rezultz, Inc. (“Borrower”) jointly and severally promise to pay to Parke Bank (“Lender”), or order,
in lawful money of the United States of America, the principal amount of Two Million Five Hundred
Thousand & 00/100 Dollars ($2,500,000.00) or so much as may be outstanding, together with interest
on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the
date of each advance. Borrower also promises to pay all applicable fees and expenses.



PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued
unpaid interest on October 5, 2008. In addition, Borrower will pay regular monthly payments of all
accrued unpaid interest due as of each payment date, beginning December 1, 2007 with all subsequent
interest payments to be due on the same day of each month after that. Unless otherwise agreed or
required by applicable law, payments will be applied first to any accrued unpaid interest; then to
principal; then to any late charges; and then to any unpaid collection costs. Interest on this
loan is computed on a 365/360 simple interest basis; that is, by applying the ratio of the annual
interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied
by the actual number of days the principal balance is outstanding. Borrower will pay Lender at
Lender’s address shown above or at such other place as Lender may designate in writing.



VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from time to time
based on changes in an independent index which is the Wall Street Journal Prime Rate (the “Index”).
The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes
unavailable during the term of this loan, Lender may designate a substitute index after notifying
Borrower. Lender will tell Borrower the current Index rate upon Borrower’s request. The interest
rate change will not occur more often than each day. Borrower understands that Lender may make
loans based on other rates as well. The Index currently is 7.500% per annum. The interest rate to
be applied to the unpaid principal balance during this loan will be at a rate of 0.500 percentage
points over the Index, rounded up to the nearest 0.125 percent, resulting in an initial rate of
8.000% per annum. NOTICE: Under no circumstances will the interest rate on this loan be more than
the maximum rate allowed by applicable law.





 


 









 







	 	 	 
	CHANGE IN TERMS AGREEMENT
	 	 
	(Continued)

	 	Page 2





PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully
as of the date of the loan and will not be subject to refund upon early payment (whether voluntary
or as a result of default), except
as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a
portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by
Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments of
accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower
agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language.
If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under
this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or other payment instrument
that indicates that the payment constitutes “payment in full” of the amount owed or that is
tendered with other conditions or limitations or as full satisfaction of a disputed amount must be
mailed or delivered to: Parke Bank, Main Office, PO Box 40, 601 Delsea Dr., Sewell, NJ 08080.



LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 7.000% of the
regularly scheduled payment or $25.00 whichever is greater. This late charge shall be paid to
Lender by Borrower for the purpose of defraying the expense incident to the handling of the
delinquent payment.



INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, at Lender’s
option, and if permitted by applicable law, Lender may add any unpaid accrued interest to principal
and such sum will bear interest therefrom until paid at the rate provided in this Agreement
(including any increased rate). Upon default, the interest rate on this loan shall be increased by
adding a 7.000 percentage point margin (“Default Rate Margin”). The Default Rate Margin shall also
apply to each succeeding interest rate change that would have applied had there been no default.
However, in no event will the interest rate exceed the maximum interest rate limitations under
applicable law.



DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:





Payment Default. Borrower fails to make any payment when due under the indebtedness.




Other Defaults. Borrower fails to comply with or to perform any other term, obligation,
covenant or condition contained in this Agreement or in any of the Related Documents or to
comply with or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower.




Default in Favor of Third Parties. Borrower defaults under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in favor of any
other creditor or person that may materially affect any of Borrower’s property or Borrower’s
ability to perform Borrower’s obligations under this Agreement or any of the Related
Documents.




False Statements. Any warranty, representation or statement made or furnished to Lender by
Borrower or on borrower’s behalf under this Agreement or the Related Documents is false or
misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.




Insolvency. The dissolution or termination of Borrower’s existence as a going business, the
insolvency of Borrower, the appointment of a receive for any part of Borrower’s property,
any assignment for the benefit of creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against
Borrower.




Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,
whether by judicial proceeding, self-help, repossession or any other method, by any creditor
of Borrower or by any governmental agency against any collateral securing the Indebtedness.
This includes a garnishment of any of borrower’s accounts, including deposit accounts, with
Lender. However, this Event of Default shall not apply if there is a good faith dispute by
Borrower as to the validity or reasonableness of the claim which is
the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written
notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety
bond for the creditor or forfeiture proceeding, in an amount determined by lender, in its
sole discretion, as being an adequate reserve or bond for the dispute.


 


 









 





	 	 	 
	CHANGE IN TERMS AGREEMENT
	 	 
	(Continued)

	 	Page 3







Events Affecting Guarantor. Any of the preceding events occurs with respect to any
Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or
revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness
evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not
be required to, permit the Guarantor’s estate to assume unconditionally the obligations
arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any
Event of Default.




Change in Ownership. Any change in ownership of twenty-five percent (25%) or more of the
common stock of Borrower.




Adverse Change. A material adverse change occurs in Borrower’s financial condition, or
Lender believes the prospect of payment or performance of the Indebtedness is impaired.




Insecurity. Lender in good faith believes itself insecure.




Cure Provisions. If any default, other than a default in payment is curable and if Borrower
has not been given a notice of a breach of the same provision of this Agreement within the
preceding twelve (12) months, it may be cured if borrower, after receiving written notice
from Lender demanding cure of such default: (1) cures the default within thirty (30) days;
or (2) if the cure requires more than thirty (30) days, immediately initiates steps which
Lender deems in Lender’s sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance
as soon as reasonably practical.


LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this
Agreement and all accrued unpaid interest immediately due, and then borrower will pay that amount.



ATTORNEYS’ FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if
borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits
under applicable law, Lender’s attorneys’ fees and Lender’s legal expenses, whether or not thee is
a lawsuit, including attorneys’ fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable
law, Borrower also will pay any court costs, in addition to all other sums provided by law.



JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Borrower against the other.



GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the
extent not preempted by federal law, the laws of the State of New Jersey without regard to its
conflicts of law provisions. This Agreement has been accepted by Lender in the State of New
Jersey.



DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on
Borrower’s loan and the check or preauthorized charge with which Borrower pays is later dishonored.



RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in
all Borrower’s accounts with Lender (whether checking, savings, or some other account). This
includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open
in the future. However, this does not include
any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums
owing on the indebtedness against any and all such accounts, and, at Lender’s option, to
administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff
rights provided in this paragraph.





 


 









 







	 	 	 
	CHANGE IN TERMS AGREEMENT
	 	 
	(Continued)

	 	Page 4





COLLATERAL. Borrower acknowledges this Agreement is secured by a first mortgage lien on 3209 N.
Mill Rd, Vineland, NJ, 3137 Chammings Ct, Vineland, NJ, 1406 Third St, Millville, NJ, Assignment of
Leases, Rents and Other Agreements and UCC1 Financing Statements.



LINE OF CREDIT. This Agreement evidences a revolving line of credit. Advances under this
Agreement may be requested orally by Borrower or as provided in this paragraph. All oral rights
shall be confirmed in writing on the day of the request. All communications, instructions, or
directions by telephone or otherwise to Lender are to be directed to Lender’s office shown above.
The following person or persons are authorized to request advances and authorize payments under the
line of credit until Lender receives from Borrower, at Lender’s address shown above, written notice
of revocation of such authority: Gregory W. Call, President of Casie Ecology Oil Salvage, Inc.;
Gregory W. Call, CEO of MidAtlantic Recycling Technologies, Inc.; and Gregory W. Call, President of
Rezultz, Inc. Borrower agrees to be liable for all sums either: (A) advanced in accordance with
the instructions of an authorized person or (B) credited to any of Borrower’s accounts with Lender.
The unpaid principal balance owing on this Agreement at any time may be evidenced by endorsements
on this Agreement or by Lender’s internal records, including daily computer print-outs.



CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original
obligation or obligations, including all agreements evidenced or securing the obligation(s), remain
unchanged and in full force and effect. Consent by Lender to this Agreement does not waive
Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make
any future change in terms. Nothing in this Agreement will constitute a satisfaction of the
obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers
of the original obligation(s), including accommodation parties, unless a party is expressly
released by Lender in writing. Any maker or endorser, including accommodation makers, will not be
released by virtue of this Agreement. If any person who signed the original obligation does not
sign this Agreement below, then all persons signing below acknowledge that this Agreement is given
conditionally, based on the representation to Lender that the non-signing party consents to the
changes and provisions of this Agreement or otherwise will not be released by it. This waiver
applies not only to any initial extension, modification or release, but also to all such subsequent
actions.



PROCESSING FEE. Now therefore, in consideration of the fee of $6,250.00, mutual promises and
covenants contained in this Agreement, the renewal of the Loan Documents and other good valuable
consideration, receipt of which hereby acknowledge, the parties hereto agree to renew the maturity
to December 5, 2008.



SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Agreement on transfer of
Borrower’s Interest, this Agreement shall be binding upon and inure to the benefit of the parties,
their successors and assigns. If ownership of the Collateral becomes vested in a person other than
Borrower, Lender, without notice to Borrower, may deal with Borrower’s successors with reference to
this Agreement and the Indebtedness by way of forbearance or extension without releasing Borrower
from the obligations of this Agreement or liability under the Indebtedness.



NOTIFY US OF INACCURATE INFROMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if
we report any inaccurate information about your account(s) to a consumer reporting agency. Your
written notice describing the specific inaccuracy(ies) should be sent to us at the following
address: Parke Bank, PO Box 40, Sewell, NJ 08080.



 


 









 





	 	 	 
	CHANGE IN TERMS AGREEMENT
	 	 
	(Continued)

	 	Page 5





MISCEALLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not
affect the rest of the Agreement. Lender may delay or forgo enforcing any of its rights or
remedies under this Agreement
without losing them. Each Borrower understands and agrees that, with or without notice to
Borrower, Lender may
with respect to any other Borrower, (a) make one or more additional secured or unsecured loans or
otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise
change one or more times the time for payment or other terms of any indebtedness, including
increases and decreases of the rate of interest on the indebtedness; (c) exchange, enforce, waive,
subordinate, fail or decide not to perfect, and release any security, with or without the
substitution of new collateral; (d) apply such security and direct the order or manner of sale
thereof, including without limitation, any non-judicial sale permitted by the terms of the
controlling security agreements, as Lender in its discretion may determine; (e) release,
substitute, agree not to sue, or deal with any one or more of Borrower’s sureties, endorsers, or
other guarantors on any terms or in any manner Lender may choose; and (f) determine how, when and
what application of payments and credits shall be made on any other indebtedness owing by such
other Borrower. Borrower and any other person who signs, guarantees or endorses this Agreement, to
the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any
change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party
who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be
released from liability. All such parties agree that Lender may renew or extend (repeatedly and
for any length of time) this loan or release any party or guarantor or collateral; or impair, fail
to realize upon or perfect Lender’s security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree
that Lender may modify this loan without the consent of or notice to anyone other than the party
with whom the modification is made. The obligations under this Agreement are joint and several.



PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF
THE AGREEMENT.




Borrower:



CASIE ECOLOGY OIL SALVAGE, INC.




	 	 	 	 	 
	By:

	 	/s/ Gregory W. Call
 

Gregory W. Call, President of Casie Ecology Oil Salvage, Inc.
	 	 
	 
	 	 	 	 
	MIDATLANTIC RECYCLING TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Gregory W. Call	 	 
	 

	 	 	 	 
	 

	 	Gregory W. Call, CEO of MidAtlantic Recycling Technologies, Inc.	 	 
	 
	 	 	 	 
	REZULTZ, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Gregory W. Call	 	 
	 

	 	 	 	 
	 

	 	Gregory W. Call, President of Rezultz, Inc.	 	 





 


 









 





CORPORATE RESOLUTION TO GUARANTEE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal
	 	Loan Date
	 	Maturity
	 	Loan No
	 	Call / Coll
	 	Account
	 	Officer
	 	Initials
	$2,500,000.00
	 	11-02-2007
	 	10-05-2008
	 	1933
	 	Real E
	 	 	 	***	 	 





References in the boxes above are for Lender’s use only and do not limit the applicability of this
document to any





particular loan or item.




Any item above containing “***” has been omitted due to text length limitations.




	 	 	 	 	 	 	 	 	 
	Borrower:

	 	Casie Ecology Oil Salvage, Inc.; MidAtlantic
	 	 	 	Lender:
	 	Parke Bank
	 

	 	Recycling Technologies, Inc.; and Rezultz, Inc.
	 	 	 	 	 	Main Office
	 

	 	3209 North Mill Road
	 	 	 	 	 	PO Box 40
	 

	 	Vineland, NJ 08360
	 	 	 	 	 	601 Delsea Dr.
	 

	 	 	 	 	 	 	 	Sewell, NJ 08080
	 

	 	 	 	 	 	 	 	(856)256-2500
	 
	 	 	 	 	 	 	 	 
	Corporation:

	 	Pure Earth, Inc.	 	 	 	 	 	 
	 

	 	3209 North Mill Rd.	 	 	 	 	 	 
	 

	 	Vineland, NJ 08360	 	 	 	 	 	 






I, THE UNDERSGINED, DO HEREBY CERTIFY THAT:



THE CORPORATION’S EXISTENCE. The complete and correct name of the corporation is Pure Earth, Inc.
(“Corporation”). The Corporation is a corporation for profit which is, and at all times shall be,
duly organized, validly existing, and in good standing under and by virtue of the laws of the State
of New Jersey. The corporation is duly authorized to transact business in all other states in
which the Corporation is doing business, having obtained all necessary filings, governmental
licenses and approvals for each state in which the Corporation is doing business. Specifically,
the Corporation is, and at all times shall be, duly qualified as a foreign corporation in all
states in which the failure to so qualify would have a material adverse effect on its business or
financial condition. The Corporation has the full power and authority to own its properties and to
transact the business in which it is presently engaged or presently proposes to engage. The
Corporation maintains an office at 3209 North Mill Rd., Vineland, NJ 089360. Unless the
Corporation has designated otherwise in writing, the principal office is the office at which the
Corporation keeps its books and records. The Corporation will notify Lender prior to any change in
the location of the Corporation’s state of organization or any change in the Corporation’s name.
The Corporation shall do all things necessary to preserve and to keep in full force and affect its
existence, rights and privileges, and shall comply with all regulations, rules, ordinances,
statues, orders and decrees of any governmental or quasi-governmental authority or court applicable
to the Corporation and the Corporation’s business activities.



RESOLUTIONS ADOPTED. At a meeting of the directors of the Corporation, or if the Corporation is a
close corporation having no Board of Directors then at a meeting of the Corporation’s shareholders,
duly called and held on November 2, 2007, at which a quorum was present and voting, or by other
duly authorized action in lieu of a meeting, the resolutions set forth in this Resolution were
adopted.




OFFICER. The following named person is an officer of Pure Earth, Inc.:




	 	 	 	 	 	 	 
	NAMES
	 	TITLES
	 	AUTHORIZED
	 	ACTUAL SIGNATURES
	 	 	 	 	 	 	 
	Brent Kopenhaver
	 	Chief Financial Officer
	 	Y
	x	      /s/ Brent Kopenhaver
	 
	 	 	 	 	 	 






ACTIONS AUTHORIZED. The authorized person listed above may enter into any agreements of any nature
with Lender, and those agreements will bind the Corporation. Specifically, but without limitation,
the authorization, empowered, and directed to do the following for and on behalf of the
Corporation:




Guaranty. The guarantee or act as surety for loans or other financial accommodations to
Borrower from Lender on such guarantee or surety terms as may be agreed upon between the
officer of the corporation and Lender and in such sum or sums of money as in his or her
judgment should be guaranteed or assured, (the “Guaranty”).


 


 









 





	 	 	 
	CORPORATE RESOLUTION TO GUARANTEE
	 	 
	(Continued)

	 	Page 2







Execute Security Documents. To execute and deliver to Lender the forms of mortgage,
deed of trust, pledge agreement, hypothecation agreement, and other security
agreements and financing statements which Lender may require and which shall
evidence the terms and conditions under and pursuant to which such liens and
encumbrances, or any of them are, given; and also to execute and deliver to Lender
any other written instruments, any chattel paper, or any other collateral, of any
kind or nature, which Lender may deem necessary or proper in connection with or
pertaining to the giving of the liens and encumbrances.




Further Acts. To do and perform such other acts and things and to execute and
deliver such other documents and agreements, including agreements waiving the right
to a trial by jury, as the officer may in his or her discretion deem reasonably
necessary or proper in order to carry in effect the provisions of this Resolution.


ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all documents or filings
required by law relating to all assumed business names used by the Corporation. Excluding
the name of the corporation, the following is a complete list of all assumed business names
under which the Corporation does business: None.



MULTIPLE BORROWERS. The Corporation may enter into transactions in which there are
multiple borrowers on obligations to lender and the Corporation understands and agrees
that, with or without notice to the Corporation, Lender may discharge or release any party
or collateral securing an obligation, grant any extension of time for payment, delay
enforcing any rights granted to Lender, or take any other action or inaction, without the
los to Lender of any of it rights against the Corporation; and that Lender may modify
transactions without the consent of or notice to anyone other than the party with whom the
modification is made.



NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at Lender’s
address shown above (or such other addresses as Lender may designate from time to time)
prior to any (A) change in the Corporation’s name; (B) change in the Corporation’s assumed
business name(s); (C) change in the management of the Corporation; (D) change in the
authorized signer(s); (E) change in the Corporation’s principal office address; (F) change
in the Corporation’s state of organization; (G) conversion of the Corporation to a new or
different type of business entity; or (H) change in any other aspect of the Corporation
that directly or indirectly relates to any agreements between the Corporation and Lender.
No change in the Corporation’s name or state of organization will take effect until after
Lender has received notice.



CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officer named above is duly
elected, appointed, or employed by or for the Corporation, as the case may be, and occupies
the position set opposite his or her respective name. This Resolution now stands of record
on the books of the Corporation, is in full force and effect, and has not been modified or
revoked in any manner whatsoever.



NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal is
affixed to this Resolution.



CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and performed
prior to the passage of this resolution are hereby ratified and approved. This Resolution
shall be continuing, shall remain in full force and effect and Lender may rely on it until
written notice of its revocation shall have been delivered to and received by Lender at
Lender’s address shown above (or such addresses as Lender may designate from time to time).
Any such notice shall not affect any of the Corporation’s agreements or commitments in
effect at the time notice is given.




 


 









 







	 	 	 
	CORPORATE RESOLUTION TO GUARANTEE
	 	 
	(Continued)

	 	Page 3





IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the signature set
opposite the name listed above is his or her genuine signature.



I have read all the provisions of this Resolution, and I personally and on behalf of the
Corporation certify that all statements and representations made in this Resolution are
true and correct. This Corporate Resolution to Guarantee is dated November 2, 2007.




	 	 	 	 	 
	 

	 	CERTIFIED TO AND ATTESTED BY:	 	 
	 
	 	 	 	 
	 

	 	/S/ Brent Kopenhaver
 

Brent Kopenhaver, Chief Financial Officer of
	 	 
	 

	 	Pure Earth, Inc.	 	 






 


 









 





COMMERCIAL GUARANTY




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal
	 	Loan Date
	 	Maturity
	 	Loan No
	 	Call / Coll
	 	Account
	 	Officer
	 	Initials
	 
	 	 	 	 	 	 	 	Real E
	 	 	 	***	 	 





References in the boxes above are for Lender’s use only and do not limit the applicability
of this document



 to any particular loan or item.




Any item above containing “***” has been omitted due to test length limitations.




	 	 	 	 	 	 	 	 	 
	Borrower:

	 	Casie Ecology Oil Salvage, Inc.; MidAtlantic
	 	 	 	Lender:
	 	Parke Bank
	 

	 	Recycling Technologies, Inc.; and Rezultz, Inc.
	 	 	 	 	 	Main Office
	 

	 	3209 North Mill Road
	 	 	 	 	 	PO Box 40
	 

	 	Vineland, NJ 08360
	 	 	 	 	 	601 Delsea Dr.
	 

	 	 	 	 	 	 	 	Sewell, NJ 08080
	 

	 	 	 	 	 	 	 	(856)256-2500
	 
	 	 	 	 	 	 	 	 
	Corporation:

	 	Gregory W. Call (SSN: XXX-XX-XXXX)	 	 	 	 	 	 
	 

	 	3209 North Mill Rd	 	 	 	 	 	 
	 

	 	Vineland, NJ 08360	 	 	 	 	 	 





DEFINITIONS. The following capitalized words and terms shall have the following meanings when used
in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts
shall mean amounts in lawful money of the United States of America. Words and terms used in the
singular shall include the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed
to such terms in the Uniform Commercial Code:





Borrower. The word “Borrower” means Casie Ecology Oil Salvage, Inc.; MidAtlantic Recycling
Technologies, Inc.; and Rezultz, Inc. and includes all co-signers and co-makers signing the
Note and all their successors and assigns.




Guarantor. The word “guarantor” means everyone signing this Guaranty, including without
limitation Gregory W. Call, and in each case, any signer’s successors and assigns.




Guaranty. The word “Guaranty” means this guaranty from Guarantor to Lender.




Indebtedness. The word “Indebtedness” means Borrower’s indebtedness to Lender as more
particularly described in this Guaranty.




Lender. The word “Lender” means Parke Bank, its successors and assigns.




Note. The word “Note” means and includes without limitation all of Borrower’s promissory
notes and/or credit agreements evidencing Borrower’s loan obligations in favor of Lender,
together with all renewals of, extensions of, modifications of, refinancings of,
consolidations of and substitutions for promissory notes or credit agreements.




Related Documents. The words “Related Documents” mean all promissory notes, credit
agreements, loan agreements, environmental agreements, guaranties, security agreements,
mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the
indebtedness.


GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely
and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of
Borrower, or any one or more of them, to Lender, and the performance and discharge of all
Borrower’s obligations under the Note and the Related Documents. This is a guaranty of payment and
performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when
Lender has not exhausted Lender’s remedies against anyone else obligate to pay the Indebtedness or
against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the
Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in
legal tender of the United States of America, in same-day funds, without set-off or deduction or
counterclaim, and will otherwise perform Borrower’s obligations under the Note and Related
Documents. Under this Guaranty, Guarantor’s liability is unlimited and Guarantor’s obligations are
continuing.





 


 









 







	 	 	 
	COMMERCIAL GUARANTY
	 	 
	(Continued)

	 	Page 2





INDEBTEDNESS. The word “Indebtedness” as used in this Guaranty means all of the principal amount
outstanding from time to time and at any one or more times, accrued unpaid interests thereon and
all collection costs and legal expenses related thereto permitted by law, attorneys’ fees, arising
from any and all debts, liabilities and obligations of every nature or form, now existing or
hereafter arising or acquired, that Borrower individually or collectively or interchangeably with
others, owes or will owe Lender. “Indebtedness” includes, without limitation, loans, advances,
debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and
obligations under any interest rate protection agreements or foreign currency exchange agreements
or commodity price protection agreements, other obligations, and liabilities of Borrower, or any
one or more of them, and any present or future judgments against Borrower, or any one or more of
them, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or
substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred;
due or to become due by their terms or acceleration; absolute or contingent; liquidated or
unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or
arising from a guaranty or surety; secured or unsecured; joint or several or joint and several;
evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another
or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions
that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and
originated then reduced or extinguished and then afterwards increased or reinstated.



If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from
Guarantor, Lender’s rights under all guaranties shall be cumulative. This Guaranty shall not
(unless specifically provided below to the contrary) affect or invalidate any such other
guaranties. Guarantor’s liability will be Guarantor’s aggregate liability under the terms of this
Guaranty and any such other unterminated guaranties.



CONTINUING GUARANTY. THIS IS A “CONTINUING GUARANTY” UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE
FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER, OR ANY ONE
OR MORE OF THEM, TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND
CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR
DIMINISH GUARANTOR’S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING
INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME
TO TIME.



DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity
of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full
force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of
revocation shall have been fully and finally paid and satisfied and all of Guarantor’s other
obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke
this Guaranty, Guarantor may only do so in writing. Guarantor’s written notice of revocation must
be mailed to Lender, by certified mail, at Lender’s address listed above or such other place as
Lender may designate in writing. Written revocation of this Guaranty will apply only to new
Indebtedness created after actual receipt by Lender of Guarantor’s written revocation. For this
purpose and without limitation, the term “new Indebtedness” does not include the Indebtedness which
at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which
later becomes absolute, liquidated, determined or due. For this purpose and without limitation,
“new Indebtedness” does not include all or part of the Indebtedness that is: incurred by Borrower
prior to revocation; incurred under a commitment that became binding before revocation; any
renewals, extensions, substitutions, and modifications of the Indebtedness. This Guaranty shall
bind Guarantor’s estate as to the Indebtedness created both before and after Guarantor’s death or
incapacity, regardless of Lender’s actual notice of Guarantor’s death. Subject to the foregoing,
Guarantor’s executor or administrator or other legal representative may terminate this Guaranty in
the same manner in which Guarantor might have terminated it and
with the same effect. Release of any other guarantor or termination of any other guaranty of the
Indebtedness shall not affect the liability of Guarantor under this Guaranty.





 


 









 







	 	 	 
	COMMERCIAL GUARANTY
	 	 
	(Continued)

	 	Page 3





A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors
under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the
Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that
reduction in the amount of the Indebtedness, even to zero dollars ($0.00), shall not constitute a
termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor’s heirs,
successors and assigns so long as any of the Indebtedness remains unpaid and even though the
Indebtedness may from time to time be zero dollars ($0.00).



GUARANTOR’S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any
revocation hereof, without notice or demand and without lessening Guarantor’s liability under this
Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more
additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower,
or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other terms of the
Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of
interest on the Indebtedness; extensions may be repeated and may be for longer than the original
loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and
exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such
security, with or without the substitution of new collateral; (D) to release, substitute, agree not
to sue, or deal with any one or more of Borrower’s sureties, endorsers, or other guarantors on any
terms or in any manner Lender may choose; (E) to determine how, when and what application of
payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the
order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by
the terms of the controlling security agreement or deed of trust, as Lender in its discretion may
determine; (G) to sell, transfer, assign or grant participations in all or any part of the
Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.



GUARANTOR’S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A)
no representations or agreements of any kind have been made to Guarantor which would limit or
qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower’s request
and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into
this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default
under any agreement or other instrument binding upon Guarantor and do not result in a violation of
any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will
not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate,
transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest
therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit
information in form acceptable to Lender, and all such financial information which currently has
been, and all future financial information which will be provided to Lender is and will be true and
correct in all material respects and fairly present Guarantor’s financial condition as of the dates
the financial information is provided; (G) no material adverse change has occurred in Guarantor’s
financial condition since the date of the most recent financial statements provided to Lender and
no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no
litigation, claim investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to
Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means
of obtaining from Borrower on a continuing basis information regarding Borrower’s financial
condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or
circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor
further agrees that, absent a request for information, Lender shall have no obligation to disclose
to Guarantor any information or documents acquired by Lender in the course of its relationship with
Borrower.



GUARANTOR’S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require
Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any
presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the
Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction
on the part of Borrower, Lender, any surety, endorser,
or other guarantor in connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations;





 


 









 







	 	 	 
	COMMERCIAL GUARANTY
	 	 
	(Continued)

	 	Page 4





(C) to resort for payment or to proceed directly or at once
against any person, including Borrower or any other guarantor; (D) to proceed directly against or
exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E)
to give notice of the terms, time, and place of any public or private sale of personal property
security held by Lender from Borrower or to comply with any other applicable provisions of the
Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any
act or omission of any kind, or at any time, with respect to any matter whatsoever.



Guarantor also waives any and all rights or defenses based on suretyship or impairment of
collateral including, but not limited to, any rights or defenses arising by reason of (A) any “one
action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any
action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement
or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B)
any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s
subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including
without limitation, any loss of rights Guarantor may suffer by reason of any law limiting,
qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of
any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability
from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any
right to claim discharge of the Indebtedness on the basis of unjustified impairment of any
collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit
brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not
barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or
in equity other than actual payment and performance of the Indebtedness. If payment is made by
Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and
thereafter Lender is forced to remit the amount of that payment to Borrower’s trustee in bankruptcy
or to any similar person under any federal or state bankruptcy law or law for the relief of
debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this
Guaranty.



Guarantor further waives and agrees not to assert to claim at any time any deductions to the amount
guarantees under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or
similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor,
or both.



GUARANTOR’S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the
waivers set forth above is made with Guarantor’s full knowledge of its significance and
consequences and that, under the circumstances, the waivers are reasonable and not contrary to
public policy or law. If any such waiver is determined to be contrary to any applicable law or
public policy, such waiver shall be effective only to the extent permitted by law or public policy.



SUBORDINATION OF BORROWER’S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether
now existing or hereafter created, shall be superior to any claim that Guarantor may now have or
hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever,
to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency
and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the
benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to
the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first
applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it
may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower;
provided however, that such assignment shall be effective only for the purpose of assuring to
Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or
credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor
shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to
Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to
time to file financing statements and continuation statements and to execute documents and to take
such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.




 


 









 







	 	 	 
	COMMERCIAL GUARANTY
	 	 
	(Continued)

	 	Page 5






MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty.





Amendments. This Guaranty, together with any Related Documents, constitutes the entire
understanding and agreement of the parties as to the matters set forth in this Guaranty. No
alteration of or amendment to this Guaranty shall be effective unless given in writing and
signed by the party or parties sought to be charged or bound by the alteration or amendment.




Attorneys’ Fees; Expenses. Guarantor agrees to pay upon demand all of Lender’s costs and
expenses, including Lender’s attorneys’ fees and Lender’s legal expenses, incurred in
connection with the enforcement of this Guaranty. Lender may hire or pay someone else to
help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such
enforcement. Costs and expenses include Lender’s attorneys’ fees and legal expenses whether
or not there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or injunction),
appeals, and any anticipated post-judgment collection services. Guarantor also shall pay
all court costs and such additional fees as may be directed by the court.




Caption Headings. Caption headings in this Guaranty are for convenience purposes only and
are not to be used to interpret or define the provisions of this Guaranty.




Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to
the extent not preempted by federal law, the laws of the State of New Jersey without regard
to its conflicts of law provisions.




Integration. Guarantor further agrees that Guarantor has read and fully understands the
terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor’s
attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor’s intentions
and parol evidence is not required to interpret the terms of this Guaranty. Guarantor
hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs
(including Lender’s attorneys’ fees) suffered or incurred by Lender as a result of any
breach by Guarantor of the warranties, representations and agreements of this paragraph.




Interpretation. In all cases where there is more than one Borrower or Guarantor, then all
words used in this Guaranty in the singular shall be deemed to have been used in the plural
where the context and construction so require; and where there is more than one Borrower
named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the
words “Borrower” and “Guarantor” respectively shall mean all and any one ore more of them.
The words “Guarantor,” “Borrower”, and “Lender” include the heirs, successors, assigns, and
transferees of each of them. If a court finds that any provision of this Guaranty is not
valid or should not be enforced, that fact by itself will not mean that the rest of this
Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the
provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid
or unenforceable. If any one or more of Borrower or Guarantor are corporations,
partnerships, limited liability companies, or similar entities, it is not necessary for
Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors,
partners, managers, or other agents acting or purporting to act on their behalf, and any
indebtedness made or created in reliance upon the professed exercise of such powers shall be
guaranteed under this Guaranty.




Notices. Any notice required to be given under this Guaranty shall be given in writing,
and, except for revocation notices by Guarantor, shall be effective when actually delivered,
when actually received by telefacsimile (unless otherwise required by law), when deposited
with a nationally recognized overnight courier, or, if mailed, when deposited in the United
States mail, as first class, certified or registered mail postage prepaid, directed to the
addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor
shall be in writing and shall be effective upon delivery to Lender as provided in the
section of this Guaranty entitled “DURATION OF GUARANTY”. Any party may change its address
for notices under this Guaranty by giving formal written notice to the other parties,
specifying that the purpose
of the notice is to change the party’s address. For notice purposes, Guarantor agrees to
keep Lender informed at all times of Guarantor’s current address. Unless otherwise provided
or required by law, if there is more than one Guarantor, any notice given by Lender to any
Guarantor is deemed to be notice given to all Guarantors.


 


 









 





	 	 	 
	COMMERCIAL GUARANTY
	 	 
	(Continued)

	 	Page 6







No Waiver by Lender. Lender shall not be deemed to have waived any rights under this
Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission
on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or
constitute a waiver of Lender’s right otherwise to demand strict compliance with that
provision or any other provision of this Guaranty. No prior waiver by Lender, nor any
course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender’s
right or of any of Guarantor’s obligations as to any future transactions. Whenever the
consent of Lender is required under this Guaranty, the granting of such consent by Lender in
any instance shall not constitute continuing consent to subsequent instances where such
consent is required and in all cases such consent may be granted or withheld in the sole
discretion of Lender.



Successors and Assigns. Subject to any limitations stated in this Guaranty on transfer of
Guarantor’s interest, this Guaranty shall be binding upon and inure to the benefit of the
parties, their successors and assigns.




Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Guarantor against the other.


EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES
TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON
GUARANTOR’S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE
UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY”. NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED NOVEMBER
2, 2007.




	 	 	 	 	 
	GUARANTOR:	 	 
	 
	 	 	 	 
	x

	 	/s/ Gregory W. Call
 

Gregory W. Call
	 	 






INDIVIDUAL ACKNOWLEDGEMENT




	 	 	 	 	 	 	 	 	 	 	 
	STATE OF

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	)	 	 	SS
	 	 
	COUNTY OF

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 






BE IT REMEMBERED that on this       
               day of                     , 200                    , before
 me, the undersigned authority, personally
appeared Gregory W. Call who, I am satisfied, is the person named in the foregoing instrument, and
I having first made known to him or her the contents thereof, he or she acknowledged that he or she
signed, sealed and delivered the same as his or her voluntary act and deed. All of which is hereby
certified.



	 	 	 	 	 
	 
	 

	 	 

(Notary Public)
	 	 







 


 











 




COMMERCIAL GUARANTY




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal
	 	Loan Date
	 	Maturity
	 	Loan No
	 	Call / Coll
	 	Account
	 	Officer
	 	Initials
	 
	 	 	 	 	 	 	 	Real E
	 	 	 	***	 	 






References in the boxes above are for Lender’s use only and do not limit the applicability of this document

to any particular loan or item.

Any item above containing “***” has been omitted due to text length limitations.




	 	 	 	 	 	 	 	 	 
	Borrower:

	 	Casie Ecology Oil Salvage, Inc.; MidAtlantic
	 	 	 	Lender:
	 	Parke Bank
	 

	 	Recycling Technologies, Inc.; and Rezultz, Inc.
	 	 	 	 	 	Main Office
	 

	 	3209 North Mill Road
	 	 	 	 	 	PO Box 40
	 

	 	Vineland, NJ 08360
	 	 	 	 	 	601 Delsea Dr.
	 

	 	 	 	 	 	 	 	Sewell, NJ 08080
	 

	 	 	 	 	 	 	 	(856) 256-2500
	 
	 	 	 	 	 	 	 	 
	Guarantor:

	 	Pure Earth Inc	 	 	 	 	 	 
	 

	 	3209 North Mill Rd.	 	 	 	 	 	 
	 

	 	Vineland, NJ 08360	 	 	 	 	 	 






DEFINITIONS. The following capitalized words and terms shall have the following meanings when used
in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts
shall mean amounts in lawful money of the United States of America. Words and terms used in the
singular shall include the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed
to such terms in the Uniform Commercial Code:




Borrower. The word “Borrower” means Casie Ecology Oil Salvage, Inc.; MidAtlantic Recycling
Technologies, Inc.; and Rezultz, Inc. and includes all co-signers and co-makers signing the
Note and all their successors and assigns.




Guarantor.
The word “Guarantor” means everyone signing this Guaranty, including without
limitation Pure Earth Inc, and in each case, any signer’s successors and assigns.




Guaranty. The word “Guaranty” means this guaranty from Guarantor to Lender.




Indebtedness. The word “Indebtedness” means Borrower’s indebtedness to Lender as more
particularly described in this Guaranty.




Lender. The word “Lender” means Parke Bank, its successors and assigns.




Note. The word “Note” means and includes without limitation all of Borrower’s promissory
notes and/or credit agreements evidencing Borrower’s loan obligations in favor of Lender,
together with all renewals of, extensions of, modifications of, refinancings of,
consolidations of and substitutions for promissory notes or credit agreements.




Related Documents. The words “Related Documents” mean all promissory notes, credit
agreements, loan agreements, environmental agreements, guaranties, security agreements,
mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the
indebtedness.



GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely
and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of
Borrower, or any one or more of them, to Lender, and the performance and discharge of all
Borrower’s obligations under the Note and the Related Documents. This is a guaranty of payment and
performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when
Lender has not exhausted Lender’s remedies against anyone else
obligated to pay the Indebtedness or
against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the
Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender
of the United States of America, in same-day funds, without set-off or deduction or counterclaim,
and will otherwise perform Borrower’s obligations under the Note and Related Documents. Under this
Guaranty, Guarantor’s liability is unlimited and Guarantor’s obligations are continuing.


 


 









 





	 	 	 
	COMMERCIAL GUARANTY
	 	 
	(Continued)

	 	Page 2






INDEBTEDNESS. The word “Indebtedness” as used in this Guaranty means all of the principal amount
outstanding from time to time and at any one or more times, accrued unpaid interest thereon and
all collection costs and legal expenses related thereto permitted by law, attorneys’ fees, arising
from any and all debts, liabilities and obligations of every nature or form, now existing or
hereafter arising or acquired, that Borrower individually or collectively or interchangeably with
others, owes or will owe Lender. “Indebtedness” includes, without limitation, loans, advances,
debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and
obligations under any interest rate protection agreements or foreign currency exchange agreements
or commodity price protection agreements, other obligations, and liabilities of Borrower, or any
one or more of them, and any present or future judgments against Borrower, or any one or more of
them, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or
substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred;
due or to become due by their terms or acceleration; absolute or contingent; liquidated or
unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or
arising from a guaranty or surety; secured or unsecured; joint or several or joint and several;
evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another
or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions
that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and
originated then reduced or extinguished and then afterwards increased or reinstated.



If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from
Guarantor, Lender’s rights under all guaranties shall be cumulative. This Guaranty shall not
(unless specifically provided below to the contrary) affect or invalidate any such other
guaranties. Guarantor’s liability will be Guarantor’s aggregate liability under the terms of this
Guaranty and any such other unterminated guaranties.



CONTINUING GUARANTY. THIS IS A “CONTINUING GUARANTY” UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE
FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER, OR ANY ONE
OR MORE OF THEM, TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND
CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR
DIMINISH GUARANTOR’S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING
INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME
TO TIME.



DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity
of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full
force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of
revocation shall have been fully and finally paid and satisfied and all of Guarantor’s other
obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke
this Guaranty, Guarantor may only do so in writing. Guarantor’s written notice of revocation must
be mailed to Lender, by certified mail, at Lender’s address listed above or such other place as
Lender may designate in writing. Written revocation of this Guaranty will apply only to new
Indebtedness created after actual receipt by Lender of Guarantor’s written revocation. For this
purpose and without limitation, the term “new Indebtedness” does not include the Indebtedness which
at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which
later becomes absolute, liquidated, determined or due. For this purpose and without limitation,
“new Indebtedness” does not include all or part of the Indebtedness that is: incurred by Borrower
prior to revocation; incurred under a commitment that became binding before revocation; any
renewals, extensions, substitutions, and modifications of the Indebtedness. This Guaranty shall
bind Guarantor’s estate as to the Indebtedness created both before and after Guarantor’s death or
incapacity, regardless of Lender’s actual notice of Guarantor’s death. Subject to the foregoing,
Guarantor’s executor or administrator or other legal representative may terminate this Guaranty in
the same manner in which Guarantor might have terminated it and with the same effect. Release of
any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty.


 


 









 





	 	 	 
	COMMERCIAL GUARANTY
	 	 
	(Continued)

	 	Page 3






A revocation Lender receives from any
one or more Guarantors shall not affect the liability of any remaining Guarantors under this
Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the
Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that
reduction in the amount of the Indebtedness, even to zero dollars ($0.00), shall not constitute a
termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor’s heirs,
successors and assigns so long as any of the Indebtedness remains unpaid and even though the
Indebtedness may from time to time be zero dollars ($0.00).



GUARANTOR’S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any
revocation hereof, without notice or demand and without lessening Guarantor’s liability under this
Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more
additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower,
or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other terms of the
Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of
interest on the Indebtedness; extensions may be repeated and may be for longer than the original
loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and
exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such
security, with or without the substitution of new collateral; (D) to release, substitute, agree not
to sue, or deal with any one or more of Borrower’s sureties, endorsers, or other guarantors on any
terms or in any manner Lender may choose; (E) to determine how, when and what application of
payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the
order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by
the terms of the controlling security agreement or deed of trust, as Lender in its discretion may
determine; (G) to sell, transfer, assign or grant participations in all or any part of the
Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.



GUARANTOR’S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A)
no representations or agreements of any kind have been made to Guarantor which would limit or
qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower’s request
and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into
this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default
under any agreement or other instrument binding upon Guarantor and do not result in a violation of
any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will
not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate,
transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest
therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit
information in form acceptable to Lender, and all such financial information which currently has
been, and all future financial information which will be provided to Lender is and will be true and
correct in all material respects and fairly present Guarantor’s financial condition as of the dates
the financial information is provided; (G) no material adverse change has occurred in Guarantor’s
financial condition since the date of the most recent financial statements provided to Lender and
no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no
litigation, claim, investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to
Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means
of obtaining from Borrower on a continuing basis information regarding Borrower’s financial
condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or
circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor
further agrees that, absent a request for information, Lender shall have no obligation to disclose
to Guarantor any information or documents acquired by Lender in the course of its relationship with
Borrower.



GUARANTOR’S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require
Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any
presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the
Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction
on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the
Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort
for payment or to proceed directly or at once against any person,
including Borrower or any other guarantor; (D) to proceed directly against or exhaust any
collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give
notice of the terms, time, and place of any public or private sale of personal property security
held by Lender from Borrower or to comply with any other applicable provisions of the Uniform
Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or
omission of any kind, or at any time, with respect to any matter whatsoever.


 


 









 





	 	 	 
	COMMERCIAL GUARANTY
	 	 
	(Continued)

	 	Page 4






Guarantor also waives any and all rights or defenses based on suretyship or impairment of
collateral including, but not limited to, any rights or defenses arising by reason of (A) any “one
action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any
action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement
or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B)
any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s
subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including
without limitation, any loss of rights Guarantor may suffer by reason of any law limiting,
qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of
any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability
from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any
right to claim discharge of the Indebtedness on the basis of unjustified impairment of any
collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit
brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not
barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or
in equity other than actual payment and performance of the Indebtedness. If payment is made by
Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and
thereafter Lender is forced to remit the amount of that payment to Borrower’s trustee in bankruptcy
or to any similar person under any federal or state bankruptcy law or law for the relief of
debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this
Guaranty.



Guarantor
further waives and agrees not to assert or claim at any time any deductions to the amount
guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or
similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor,
or both.



GUARANTOR’S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the
waivers set forth above is made with Guarantor’s full knowledge of its significance and
consequences and that, under the circumstances, the waivers are reasonable and not contrary to
public policy or law. If any such waiver is determined to be contrary to any applicable law or
public policy, such waiver shall be effective only to the extent permitted by law or public policy.



SUBORDINATION OF BORROWER’S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether
now existing or hereafter created, shall be superior to any claim that Guarantor may now have or
hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever,
to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency
and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the
benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to
the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first
applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it
may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower;
provided however, that such assignment shall be effective only for the purpose of assuring to
Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or
credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor
shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to
Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to
time to file financing statements and continuation statements and to execute documents and to take
such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.


 


 









 





	 	 	 
	COMMERCIAL GUARANTY
	 	 
	(Continued)

	 	Page 5






MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty.




Amendments. This Guaranty, together with any Related Documents, constitutes the entire
understanding and agreement of the parties as to the matters set forth in this Guaranty. No
alteration of or amendment to this Guaranty shall be effective unless given in writing and
signed by the party or parties sought to be charged or bound by the alteration or amendment.




Attorneys’ Fees; Expenses. Guarantor agrees to pay upon demand all of Lender’s costs and
expenses, including Lender’s attorneys’ fees and Lender’s legal expenses, incurred in
connection with the enforcement of this Guaranty. Lender may hire or pay someone else to
help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such
enforcement. Costs and expenses include Lender’s attorneys’ fees and legal expenses whether
or not there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or injunction),
appeals, and any anticipated post-judgment collection services. Guarantor also shall pay
all court costs and such additional fees as may be directed by the court.




Caption Headings. Caption headings in this Guaranty are for convenience purposes only and
are not to be used to interpret or define the provisions of this Guaranty.




Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to
the extent not preempted by federal law, the laws of the State of New Jersey without regard
to its conflicts of law provisions.




Integration. Guarantor further agrees that Guarantor has read and fully understands the
terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor’s
attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor’s intentions
and parol evidence is not required to interpret the terms of this Guaranty. Guarantor
hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs
(including Lender’s attorneys’ fees) suffered or incurred by Lender as a result of any
breach by Guarantor of the warranties, representations and agreements of this paragraph.




Interpretation. In all cases where there is more than one Borrower or Guarantor, then all
words used in this Guaranty in the singular shall be deemed to have been used in the plural
where the context and construction so require; and where there is more than one Borrower
named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the
words “Borrower” and “Guarantor” respectively shall mean all and any one ore more of them.
The words “Guarantor,” “Borrower”, and “Lender” include the heirs, successors, assigns, and
transferees of each of them. If a court finds that any provision of this Guaranty is not
valid or should not be enforced, that fact by itself will not mean that the rest of this
Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the
provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid
or unenforceable. If any one or more of Borrower or Guarantor are corporations,
partnerships, limited liability companies, or similar entities, it is not necessary for
Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors,
partners, managers, or other agents acting or purporting to act on their behalf, and any
indebtedness made or created in reliance upon the professed exercise of such powers shall be
guaranteed under this Guaranty.




Notices. Any notice required to be given under this Guaranty shall be given in writing,
and, except for revocation notices by Guarantor, shall be effective when actually delivered,
when actually received by telefacsimile (unless otherwise required by law), when deposited
with a nationally recognized overnight courier, or, if mailed, when deposited in the United
States mail, as first class, certified or registered mail postage prepaid, directed to the
addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor
shall be in writing and shall be effective upon delivery to Lender as provided in the
section of this Guaranty entitled “DURATION OF GUARANTY”. Any party may change its address
for notices under this Guaranty by giving formal written notice to the other parties,
specifying that the purpose of the notice is to change the party’s address. For notice purposes, Guarantor agrees to
keep Lender informed at all times of Guarantor’s current address. Unless otherwise provided
or required by law, if there is more than one Guarantor, any notice given by Lender to any
Guarantor is deemed to be notice given to all Guarantors.


 


 









 





	 	 	 
	COMMERCIAL GUARANTY
	 	 
	(Continued)

	 	Page 6







No Waiver by Lender. Lender shall not be deemed to have waived any rights under this
Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission
on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or
constitute a waiver of Lender’s right otherwise to demand strict compliance with that
provision or any other provision of this Guaranty. No prior waiver by Lender, nor any
course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender’s
right or of any of Guarantor’s obligations as to any future transactions. Whenever the
consent of Lender is required under this Guaranty, the granting of such consent by Lender in
any instance shall not constitute continuing consent to subsequent instances where such
consent is required and in all cases such consent may be granted or withheld in the sole
discretion of Lender.




Successors and Assigns. Subject to any limitations stated in this Guaranty on transfer of
Guarantor’s interest, this Guaranty shall be binding upon and inure to the benefit of the
parties, their successors and assigns.




Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Guarantor against the other.



EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES
TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON
GUARANTOR’S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE
UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY”. NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED NOVEMBER
2, 2007.



GUARANTOR:

PURE
EARTH INC



	 	 	 	 	 
	x

	 	/s/ Brent Kopenhaver	 	 
	 

	 	 

Brent Kopenhaver , Chief Financial Officer of Pure Earth Inc
	 	 






 



CORPORATE ACKNOWLEDGEMENT




	 	 	 	 	 	 	 	 	 
	STATE OF

	 	 	 	 	)	 	 	 
	 

	 	 	 	 	)	 	 	SS
	COUNTY OF

	 	 	 	 	)	 	 	 
	 

	 	 

	 	 	 	 	 	 






BE IT REMEMBERED that on this                      day of                     , 200_____, before me, the undersigned authority, personally
appeared Brent Kopenhaver, Chief Financial Officer of Pure Earth Inc
who, I am satisfied, is the person who signed the within instrument,
and he or she acknowledged that he or she
signed, sealed with the corporate seal and delivered the same as such
officer aforesaid, and that the within instrument is the voluntary
act and deed of such corporation, made by virtue of a resolution of
its Board of Directors.



	 	 	 	 	 
	 	
(Notary Public)