Filed by Bowne Pure Compliance





Exhibit 10.13




PROMISSORY NOTE #18056




	 	 	 	 	 
	$2,265,000.00

	 	Debtor NAME
	 	Pure Earth Inc., Juda Construction, Ltd.
	 

	 	 	 	and Pure Earth Materials, Inc. as co-borrowers
	 

	 	Address
	 	One Neshaminy Interplex, STE 201
	 

	 	ADRESS
	 	Trevose, PA 19503






FOR VALUE RECEIVED, Pure Earth Inc., Juda Construction, Ltd. and Pure Earth Materials, Inc.
as co-borrowers (“Debtor”) hereby promises to pay to the order of COACTIV CAPITAL PARTNERS LLC
(“Secured Party”), 655 Business Center Drive, Suite 250, Horsham, PA 19044, or any subsequent
holder hereof, the principal sum of Two-million, two-hundred and sixty-five thousand dollars
($2,265,000.00) with interest thereon from the date of the loan evidenced hereby until paid in
full at the rate of 8.5 percent (8.5%) per annum, and payable in forty-eight (48) equal successive
monthly installments of Fifty-five thousand eight-hundred and twenty-eight dollars and forty-one
cents ($55,828.41) in lawful money of the United States of America, commencing on the First (1st)
day of January, 2008 and continuing on the first (1st) day of each and every month
thereafter until paid except the final installment shall be in the amount of the total outstanding
principal and interest due on this Note. Premium for early termination in months one (1) through
twelve (12) of the loan will be net booked value plus 1.5% of the original loan. In months
thirteen (13) through twenty-four (24) the premium will be net booked value plus 1% of the original
loan amount. There will be no pre-payment premium in the months twenty-five (25) through
forty-eight (48).



Time is of the essence hereof. If any installment or any other sum due under this Note is not
paid when due, the Debtor agrees to pay, in addition to the amount of each such installment or
other sum, a late payment charge of the higher of ten percent (10%) of the amount due or $25.00 not
to exceed the maximum amount permitted by law. If (a) Debtor fails to make payment of any amount
due hereunder within ten (10) days after the same becomes due and payable; or (b) Debtor is in
default under, or fails to perform under any term or condition contained in this Note or the
Security Agreement of even date herewith between the Debtor and Secured Party, then the entire
principal sum remaining unpaid, together with all accrued interest thereon and any other sum
payable under this Note or any other agreement, at the election of Secured Party, shall immediately
become due and payable, with interest thereon at the lesser of eighteen percent (18%) per annum or
the highest rate not prohibited by applicable law from the date of such accelerated maturity until
paid.



THE DEBTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS THE SECURED PARTY, BY ITS ATTORNEY, OR
THE PROTHONOTARY OR THE CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA OR IN ANY
JURISDICTION WHERE PERMITTED BY LAW, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AS DEFINED IN THE
LOAN AGREEMENT OR AT ANY TIME THEREAFTER, TO APPEAR FOR THE DEBTOR AND CONFESS AND ENTER JUDGMENT
AGAINST IT IN FAVOR OF THE SECURED PARTY IN ANY JURISDICTION IN WHICH THE DEBTOR OR ANY OF ITS
PROPERTY IS LOCATED FOR THE AMOUNT OF ALL OBLIGATIONS, TOGETHER WITH COSTS OF SUIT AND WITH ACTUAL
COLLECTION COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES), WITH OR WITHOUT DECLARATION, AND WITHOUT
STAY OF EXECUTION, AND WITH RELEASE OF ERRORS AND THE RIGHT TO ISSUE EXECUTION FORTHWITH, AND FOR
DOING SO THIS AGREEMENT OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE DEBTOR
HEREBY WAIVES AND RELEASES ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAW OF ANY
STATE NOW IN FORCE OR HEREAFTER ENACTED. THIS AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY THE
EXERCISE THEREOF AND SHALL CONTINUE UNTIL THE OBLIGATIONS ARE FULLY PAID, PERFORMED, DISCHARGED AND
SATISFIED.


 


 









 





BEING FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND HEARING ON THE VALIDITY OF ANY CLAIMS THAT
MAY BE ASSERTED AGAINST IT BY THE SECURED PARTY UNDER THIS NOTE BEFORE JUDGMENT CAN BE ENTERED AND
BEFORE ASSETS OF THE DEBTOR CAN BE GARNISHED AND ATTACHED, THE BORROWER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO THE SECURED
PARTY, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, OR AT ANY TIME THEREAFTER, ENTERING JUDGMENT
AGAINST THE DEBTOR BY CONFESSION AND ATTACHING AND GARNISHING THE BANK ACCOUNTS AND OTHER ASSETS OF
THE DEBTOR, WITHOUT PRIOR NOTICE OR OPPORTUNITY FOR A HEARING. THE DEBTOR ACKNOWLEDGES THAT IT HAS
HAD THE ASSISTANCE OF COUNSEL IN THE REVIEW AND EXECUTION OF THIS NOTE AND FURTHER ACKNOWLEDGES
THAT THE MEANING AND EFFECT OF THE FOREGOING PROVISIONS CONCERNING CONFESSION OF JUDGMENT HAVE BEEN
FULLY EXPLAINED TO THE DEBTOR BY SUCH COUNSEL.



The Debtor authorizes the Secured Party to date and complete this note in accordance with the
terms of the loan evidenced hereby, to accept additional co-Debtors, to release co-Debtors, to
change or extend dates of payment and to grant indulgences all without notice or affecting the
obligations of the Debtor.



The Debtor hereby waives (a) the requirements of demand, presentment, protest, notice of
protest and dishonor and all other demands or notices of any kind in connection with the delivery,
acceptance, performance, default, dishonor or enforcement of this Note; (b) the right, if any, to
the benefit of, or to direct the application of, any security hypothecated to the Secured Party,
until all indebtedness of the Debtor to the Secured Party, howsoever arising shall have been paid;
and (c) the right to require the Secured Party to proceed against the Debtor, or to pursue any
other remedy in the Secured Party’s power.



The Debtor agrees that the Secured Party may proceed against either Debtor, if more than one,
directly and independently of the other or any guarantors. All obligations of the Debtors, if more
than one, shall be joint and several.



This Note and the Security Agreement of even date herewith constitute the entire agreement of
the Debtor and Secured Party with respect to the subject matter hereof and supersede all prior
understandings, agreements and representations, express or implied.



It is the intention of the parties hereto to comply with the applicable usury laws;
accordingly, it is agreed that, notwithstanding any provision to the contrary in this Note or any
other agreement between the parties, in no event shall this Note require the payment or permit the
collection of interest in excess of the maximum amount permitted by applicable law.


THIS NOTE WILL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. ALL DISPUTES ARISING
UNDER THIS NOTE AND ANY RELATED AGREEMENTS SHALL BE RESOLVED IN THE FEDERAL OR STATE COURTS LOCATED
IN PENNSYLVANIA. THE DEBTOR AND SECURED PARTY EACH AGREE TO WAIVE AND TO TAKE ALL REQUIRED STEPS
TO WAIVE ALL RIGHTS TO A JURY TRIAL. THE DEBTOR SPECIFICALLY WAIVES ANY DEFENSE BASED UPON FORUM
NON CONVENIENS AND ADMITS THAT THE COURT OF COMMON PLEAS FOR MONTGOMERY COUNTY, PENNSYLVANIA AND
THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA ARE CONVENIENT FORUMS TO
RESOLVE ALL DISPUTES ARISING UNDER THIS NOTE AND ANY RELATED AGREEMENTS.




	 	 	 	 	 
	 	 	Pure Earth, Inc., Juda Construction, Ltd.
	 	 	and Pure Earth Material, Inc. as co-borrowers
	 
	 	 	 	 
	 

	 	By
	 	See Signature Page
	 

	 	Date:	 	 






 


 









 













Signature Page Attachment



Agreement between CoActiv Capital Partners LLC, as Secured Party, and Pure Earth Inc., Juda
Construction, Ltd. and Pure Earth Materials, Inc., as co-borrowers, as Debtor (Agreement Number
18056)



This Signature Page is attached to and incorporated into each of the documents listed below:





	 	1.	 	Promissary Note #18056
	 
	 	2.	 	Security Agreement #18056
	 
	 	3.	 	Schedule A
	 
	 	4.	 	Certificate of Acceptance




The undersigned hereby acknowledge that they have read and understand the terms of the above-listed
documents, that they have the authority to execute the documents on behalf of either Pure Earth
Inc., Juda Construction, Ltd. and Pure Earth Materials, Inc., as co-borrowers or CoActiv Capital
Partners LLC (as designated below), and that by signing this document, they hereby execute each of
the above-listed documents and bind their respective party (as designated below) thereto.




	 	 	 	 	 	 	 	 	 	 	 
	Borrower : Pure Earth Inc.	 	 	 	Borrower : Pure Earth Materials, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signature

	 	/s/ Brent Kopenhaver
 

	 	 	 	Signature
	 	/s/ Brent Kopenhaver
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Print Name

	 	Brent Kopenhaver
	 	 	 	Print Name
	 	Brent Kopenhaver	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title CFO       Date 11/19/07	 	 	 	Title Treasurer       Date 11/19/07	 	 






Borrower : Juda Construction, Ltd.




	 	 	 	 	 
	Signature

	 	/s/ Brent Kopenhaver
 

	 	 
	 
	 	 	 	 
	Print Name

	 	Brent Kopenhaver	 	 
	 
	 	 	 	 
	Title Pres & Treas.       Date 11/19/07	 	 






Secured Party: CoActiv Capital Partners LLC




	 	 	 	 	 
	Signature

	 	/s/ David J. Kowals
 

	 	 
	 
	 	 	 	 
	Print Name

	 	David J. Kowals	 	 
	 
	 	 	 	 
	Title SVP       Date 11/28/07	 	 






655 Business Center Drive, Suite 250, Horsham, PA 19044



Phone: 267-960-4000 Fax: 267-960-4001 www.CoActivCapital.com