Exhibit 10.1


 





LOAN DEFERRAL AGREEMENT


 


This Loan Deferral Agreement
(the “Agreement”) is made and entered into as of the 1st day of March, 2016, by and between Clyde
A. Biston (“Lender”), and Cross Environmental Services, Inc. (“Borrower” and collectively
with the Lender the “Parties”).


 


WITNESSETH


 


WHEREAS, Lender is the
holder of certain Notes to Borrower in the total original principal amount of $3,560,000.00 reflected by a Note dated April, 2014
in the original principal amount of $2,800,000.00; a Note dated September 30, 2014 in the original principal amount of $250,000.00;
a Note dated July 10, 2015 in the original principal amount of $160,000.00; a Note dated August 28, 2015 in the original principal
amount of $175,000.00; and a Note dated November 2, 2015 in the original principal amount of $175,000.00 (collectively, the “Notes”);
and


 


WHEREAS, Borrow and Lender
agree the Notes are enforceable obligations between the Parties; and


 


WHEREAS, Borrow and Lender
are entering into this Agreement to confirm an understanding entered by Borrow and Lender on December 30, 2015 (the “Effective
Date”); and


 


WHEREAS, the Parties have
agreed to cooperate to amend terms of the Notes mutually beneficial to each Party;


 


NOW, THEREFORE,
in consideration of the mutual representations, warranties, agreements and covenants contained herein and other consideration,
the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


 


1.        Recitals. The above Recitals are true and correct and are incorporated herein by reference.


 


2.        Payment
and Interest Deferral. Lender agrees to defer principal and interest payments due under the Notes from June 2015 through December,
2016. However, Lender does not forgive repayment of any of the principal or interest payments and said principal amounts shall
not be reduced in any manner.


 


3.        Conditions
to Lender’s Obligation. The obligations of Lender herein ae subject to the Borrower’s execution of this Agreement
and approval by accountants as may be necessary.


 


4.       
Miscellaneous.


 


(a)               
Headings. Paragraph headings used herein are for convenience only and shall not be construed as controlling
the scope of any provision hereof.


 


(b)              
Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of Florida.






    1 


     

    




(c)               
Counterpart Execution. This instrument may be executed in any number of counterparts, each of which, when
executed and delivered, shall be an original, and such counterparts together shall constitute one and the same instrument. Signature
and acknowledgment pages may be detached from the counterparts and attached to a single copy of this document to physically form
one document.


 


(d)              
Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto,
and their respective heirs, personal representatives, successors and assigns.


 


(e)               
Further Assurances. Borrower agrees that at any time, and from time to time, after the execution and delivery
of this Agreement, it shall, upon the request of the Lender, execute and deliver such further documents and do such further acts
and things as the Lender may reasonably request in order to more fully effectuate the purposes of this Agreement.


 


(f)               
Consideration. Each party hereto expressly acknowledges and agrees that (a) it is entering into this Agreement
after consultation with legal counsel, (b) that the agreements on its part contained herein are being voluntarily and knowingly
given, and are given without fraud, duress, undue influence or coercion of any kind exerted by any of the parties hereto or any
other person or entity, (c) it has received full and adequate consideration for all of the obligations on its part contained herein
and that such consideration constitutes more than reasonably equivalent value in exchange for all such obligations, and (d) it
has not entered into this Agreement with the intent to hinder, delay, or defraud any creditor.


 


(g)               
Entire Contract. This Agreement sets forth the entire agreement between the Parties with respect to the matters
addressed herein and supersedes in its entirety any and all other prior agreements, understandings or representations relating
to the subject matter hereof. The Parties represent that in entering this Agreement they do not rely on any statement or fact not
set forth herein.


 


(h)              
Modifications or Amendments. This Agreement may not be modified or amended or any term or provision waived
or discharged except in writing, signed by the party against whom such amendment, modification, waiver or discharge is sought to
be enforced.


 


(i)                
Severability. If any provision of this Agreement shall be held, declared or pronounced void, voidable, invalid,
unenforceable or inoperative, in whole or in part, for any reason by any court of competent jurisdiction, government authority,
arbitrator, arbitration panel or otherwise, such holding, declaration or pronouncement shall not affect adversely any other provision
of this Agreement, which shall otherwise remain in full force and effect and be enforced in accordance with its terms.


 


(j)                
Successors and Assigns. This Agreement shall be binding on and inure to the benefit of each of the Parties
to this Agreement and upon their respective successors and assigns.






    2 


     

    




(k)              
Acknowledgement. Each of the Parties expressly acknowledges, represents and warrants that it has had representation
in the negotiation and preparation of this Agreement by legal counsel of its own choosing. None of the Parties has relied on any
fact or actual or assumed state of affairs not expressly set forth herein, and neither is signing under fraud or duress. Each of
the Parties further acknowledges, represents and warrants to the other that it has read this Agreement in its entirety prior to
the execution hereof and that it has executed this Agreement voluntarily, with competence and capacity to contract, and with full
knowledge of the terms, significance and legal effect of this Agreement.


 


(l)                
Joint Negotiation. This Agreement has been negotiated between the Parties hereto, which are sophisticated
business entities, and has been prepared in accordance with their joint instruction. To the extent that there is deemed to be any
uncertainty or ambiguity herein hereafter, no party shall be deemed to have caused it and the drafting hereof shall be deemed to
have been joint drafting.


 


IN WITNESS WHEREOF, Borrower
and Lender have executed and delivered this Agreement to be effective for all purposes as of the Effective Date.


 


	
         

        LENDER:

        CLYDE A. BISTON

         

        By:____________________________

         

         

         
	
        Acknowledged and agreed:

        BORROWER:

        CROSS ENVIRONMENTAL SERVICES, INC.,
        a Florida corporation

         

        By:_______________________________

        Print name:_____________________

        As its:_________________________

         

        

        

	 	 


 




 


3