**COVENANTS**NOW, THEREFORE, incorporating the Background Section herein, in consideration of theundertakings of the Bank pursuant to the Loan Agreement and intending to be legally bound,Guarantor hereby agrees as follows:Section 1. **Guaranty****.**The Guarantor hereby irrevocably, absolutely and unconditionallyguarantees as a primary obligor and not merely as a surety for prompt payment of the followingobligations and liabilities (hereinafter collectively referred to as the “Obligations”):(a) any and all indebtedness of the Borrower to the Bank in connection with the LoanDocuments, as and when due and payable, whether by acceleration or otherwise of all amounts now orhereafter owing by the Borrower in connection with the Loan Agreement, the Note, and the other LoanDocuments, whether for principal of or interest on (including interest accruing during the pendencyof any bankruptcy, insolvency, receivership or other similar proceeding) the Loan, and the dueperformance and observance by the Borrower of its other Obligations now or hereafter existing inrespect of any of the Loan Documents and any renewals, extensions and modifications thereof; and(b) any and all indebtedness of the Borrower to the Bank in connection with the EnvironmentalIndemnification Agreement between Borrower and Bank, dated of even date herewith, as and when dueand payable, whether by acceleration or otherwise of all amounts now or hereafter owing by theBorrower, and any renewals, extensions and modifications thereof, and Guarantor hereby agrees thatthe representations, warranties and covenants herein shall survive the payment of the indebtednessto Bank and the satisfaction and release of any mortgage and shall not be affected by Lender’sacquisition of any interest in the property, whether by foreclosure or otherwise;(c) any and all reasonable expenses, including, without limitation, reasonable arbitration,attorneys’ and experts’ fees and expenses, incurred by the Bank in enforcing its rights under thisGuaranty whether incurred without the commencement of a suit, in any suit, arbitration oradministrative proceeding or in any appellate or bankruptcy proceeding.Section 2. **Guarantor’s Obligations Unconditional****.**(a) The Guarantor hereby guarantees that the Obligations will be paid in accordance with theterms of the Loan Documents. The liability of the Guarantor hereunder shall be absolute andunconditional, irrespective of: (i) any lack of validity or enforceability of any such LoanDocument or any agreement or instrument relating thereto, including, without limitation, the lackof validity or enforceability of all or any portion of the liens or security interests grantedthereby; (ii) any change in the time, manner or place of payment of, or in any other non-materialterm in respect of, all or any of the Obligations, or any other amendment or waiver of or consentto any non-material departure from the terms of any such Loan Document; (iii) any exchange orrelease of, or non-perfection of any lien on or security interest in, any Collateral, or anyrelease or amendment or waiver of or consent to any departure from the terms of any other guarantyfor all or any of the Obligations; (iv) any other circumstance which might otherwise constitute adefense available to, or a discharge of, the Borrower or any other guarantor or obligor in respectof the Obligations or the Guarantor in respect hereof; or (v) the absence of any action on the partof the Bank to obtain payment of the Obligations from the Borrower or from the Guarantor or fromany other guarantor or obligor.
 
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(b) This Guaranty (i) is a continuing and unconditional guarantee of payment and performanceand not of collection and shall remain in full force and effect until the later to occur of (x) allof the Obligations and other expenses guaranteed pursuant to Section 1 hereof have been paid infull and (y) no further Loans are available under the Loan Documents; and (ii) shall continue to beeffective or shall be reinstated, as the case may be, if at any time any payment of any of theObligations is rescinded, avoided or rendered void as a preferentialtransfer, impermissible set-off, fraudulent conveyance or must otherwise be returned ordisgorged by the Bank upon the insolvency, bankruptcy or reorganization of either the Borrower orthe Guarantor or otherwise, all as though such rescinded, avoided or voided payment had not beenmade, and notwithstanding any action or failure to act on the part of the Bank in reliance on suchpayment.Section 3. **Waivers****.** The Guarantor hereby waives (i) promptness and diligence; (ii)notice of the incurrence of any Obligation by the Borrower; (iii) notice of any non-materialactions taken by the Bank or the Borrower under any Loan Document or any other agreement orinstrument relating thereto; (iv) acceptance of this Guaranty and reliance thereon by the Bank; (v)presentment, demand of payment, notice of dishonor or nonpayment, protest and notice of protestwith respect to the Obligations, and all other formalities of every kind in connection with theenforcement of the Obligations or of the obligations of the Guarantor hereunder or of any otherguarantor, the omission of or delay in which, but for the provisions of this Section 3, mightconstitute grounds for relieving the Guarantor of its obligations hereunder; (vi) any requirementthat the Bank protect, secure, perfect or insure any security interest or lien or any propertyconstituting Collateral or exhaust any right or take any action against the Borrower, theGuarantor, any other person or any Collateral; and (vii) notice of any election by the Bank to sellany of the property constituting Collateral mortgaged, assigned or pledged as security for any ofthe Obligations at a public or private sale. In general and without limitation, the Guarantorwaives all legal and equitable defenses, including all defenses based on suretyship and impairmentof collateral.Section 4. **Subrogation and Similar Rights****.** TheGuarantor will not exercise any rightswhich it may acquire by way of subrogation, indemnification or contribution, by reason of anypayment made by it hereunder or otherwise, until after the date on which all of the Obligationsshall have been satisfied in full and until such time, any such rights against the Borrower shallbe fully subordinate in lien and payment to any claim which the Bank now or hereafter has againstthe Borrower. If any amount shall be paid to the Guarantor on account of such subrogation,indemnification or contribution at any time when all of the Obligations and all other expensesguaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust forthe benefit of the Bank, shall be segregated from the other funds of the Guarantor and shallforthwith be paid over to the Bank to be applied in whole or in part by the Bank against theObligations, whether matured or unmatured, in accordance with the terms of the Loan Agreement. Ifthe Guarantor shall make payment to the Bank of all or any portion of the Obligations and all ofthe Obligations shall be paid in full, the Bank will, at the written request of the Guarantor,execute and deliver to the Guarantor (without recourse, representation or warranty) appropriatedocuments necessary to evidence the transfer by subrogation to the Guarantor of an interest in theObligations resulting from such payment by the Guarantor, such subrogation to be fully subject andsubordinate, however, to the Bank’s right to collect any other amounts which may be due to the Bankby the Borrower.
 
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Section 5. **Representations and Warranties****.**The Guarantor hereby represents andwarrants as follows:(a) The Guarantor (i) is a corporation duly organized, validly existing and in good standingunder the laws of the state of its incorporation as set forth on the first pagehereof; and (ii) has all requisite corporate power and authority to execute, deliver andperform this Guaranty.(b) The execution, delivery and performance by the Guarantor of this Guaranty are within itscorporate power, have been duly authorized by all necessary corporate action, do not and will notcontravene (x) any law or governmental regulation (y) its certificate of incorporation and by-lawsor (z) upon receipt of the consent of Wells Fargo Bank, N.A., any contractual restriction bindingon or affecting the Guarantor or any of its property, and do not and will not result in or requirethe creation of any lien, security interest or other charge or encumbrance upon or with respect toany of its property.(c) No authorization or approval or other action by, and no notice to or filing with, anygovernmental authority or other regulatory body is required for the due execution, delivery andperformance by the Guarantor of this Guaranty.(d) This Guaranty is a legal, valid and binding obligation of the Guarantor, enforceableagainst the Guarantor in accordance with its terms.(e) There is no action, suit, proceeding or investigation pending or, to its actual knowledge,threatened against or otherwise affecting the Guarantor before any court, arbitrator orgovernmental department, commission, board, bureau, agency or instrumentality which is likely tomaterially and adversely affect the Guarantor’s ability to perform its obligations hereunder andGuarantor is not in violation in any material respect of any applicable statute, rule, order orregulation of any governmental body, the failure of compliance with which would materially andadversely affect the Guarantor’s ability to perform its obligations hereunder.(f) The Historical Financial Statements which have been furnished to the Bank and eachfinancial statement of the Guarantor that shall be furnished in the future to the Bank presentsfairly the financial position of Guarantor as at the date thereof and its results of operations forthe period covered thereby, all in conformity with generally accepted accounting principles appliedon a consistent basis, and since such date, there has been no material adverse change inGuarantor’s financial condition or results of operations except as disclosed to the Bank in writingprior to the date hereof.(g) Guarantor has relied upon Guarantor’s own due diligence in making an independent appraisalof Borrower, Borrower’s business affairs and financial condition, and any collateral. Guarantorhas not relied upon and will not hereafter rely upon Bank for information regarding Borrower or anycollateral.
 
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Section 6. **Notices****.** Every notice and communication under this Guaranty shall be inwriting and shall be given by any of (i) hand-delivery, (ii) reliable overnight commercial courier(charges prepaid), or (iii) telecopy or other means of electronic transmission, if confirmedpromptly by any of the methods specified in clauses (i) and (ii) of this sentence, to the followingaddresses:To the Guarantor as follows:Pure Earth, Inc.One Neshaminy Interplex, Suite 201Trevose, PA 19053Attention: Brent Kopenhaver, Chairman and CFOFacsimile No. 215-639-8756With a copy to:Gary P. Scharmett, EsquireStradley Ronon Stevens & Young, LLP2600 One Commerce SquarePhiladelphia, PA 19103-7098Facsimile No. 215-564-8120If to the Bank:Susquehanna BankTwo Aquarium DriveCamden, NJ 08103Attention: Hugh J. ArbuthnotFacsimile No. 856-756-7825With a copy to:Capehart Scatchard8000 Midlantic Dr., Suite 300SMount Laurel, NJ 08054Attention: Peter S. BejsiukFacsimile No. 856-235-2786Notice by hand delivery shall be deemed to have been given and received upon delivery. Notice byovernight courier shall be deemed to have been given and received on the date scheduled fordelivery. Notice given by telecopy or other means of electronic transmission shall be deemed tohave been given and received when sent. A party may change its address by giving written notice tothe other party.
 
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Section 7. **Reports and Financial Information****.**The Guarantor shall furnish to theBank:(a) Within one hundred twenty (120) calendar days after the end of each fiscal year of theGuarantor, the annual financial statement of the Guarantor consisting of a balance sheet, statementof income and retained earnings, statement of shareholders’ equity and statement of cash flows forthe fiscal year then ended, which shall present fairly the Guarantor’s financial position and theresults of its operations and cash flows during such year, prepared in conformity with generallyaccepted accounting principles, on a basis consistent with that of thepreceding fiscal year, and shall be certified by the Guarantor to the effect that suchfinancial statements present fairly the Guarantor’s financial position at the close of such yearand the results of its operations and cash flows, in accordance with generally accepted accountingprinciples. Guarantor may satisfy the foregoing requirements by delivering to the Bank withinthirty (30) days after the filing thereof with the Securities and Exchange Commission, a true andcorrect copy of Guarantor’s Annual Report on Form 10-K.(b) Within 10 business days after the delivery to the Internal Revenue Service of eachcorporate federal income tax return for the Guarantor, a true and correct copy of each such return.In the event that Guarantor files an extension of time for filing the tax return, a copy of therequest for extension shall be delivered to the Bank within thirty (30) days of the filing of theextension request. In the event the extension is granted, the time within which the tax return isto be delivered to the Bank by the Guarantor shall be extended accordingly.(c) From time to time, such other information in the Guarantor’s possession or control as theBank may reasonably request.Section 8. **Financial Covenant.** At all times, the Guarantor shall, on a consolidatedbasis, maintain a maximum Leverage Ratio of 4.0 to 1.0, measured annually at the end of each fiscalyear of Guarantor, commencing with the fiscal year ending on December 31, 2009, and December 31 ofeach subsequent year. Leverage Ratio is defined as the Guarantor’s Total Liabilities divided byGuarantor’s Total Net Worth plus non-cash adjustments to intangible assets, with all terms definedunder Generally Accepted Accounting Principles (“GAAP”). The Guarantor shall base its calculationson its consolidated financial statements, as audited by a certified public accountant (“CPA”).Section 9. **Miscellaneous****.**(a) The Guarantor will make each payment hereunder in lawful money of the United States ofAmerica and in same day immediately available funds to the Bank at its address as set forth in theLoan Agreement.(b) This Guaranty contains the entire agreement of the parties hereto with respect to thesubject matter hereof. No amendment of any provision of this Guaranty shall be effective unless itis in writing and signed by the Guarantor and the Bank, and no waiver of any provision of thisGuaranty, and no waiver or consent to any departure by the Guarantor herefrom, shall be effectiveunless it is in writing and signed by the Bank, and then such waiver or consent shall be effectiveonly in the specific instance and for the specific purpose for which given.(c) No failure on the part of the Bank to exercise, and no delay in exercising, any righthereunder or under any other Loan Document or any right against any other guarantor of theObligations shall operate as a waiver hereof or thereof; nor shall any single or partial exerciseof any right preclude any other or further exercise thereof or the exercise of any other right.The rights and remedies of the Bank provided herein and in the other Loan Documents, and in anyinstrument signed by any other guarantor of the Obligations are cumulative and are in addition to,and not exclusive of, any rights or remedies provided by law. The rights of the Bank under any of the Loan Documents, under this Guaranty and under anyother guaranty of the Obligations against any party thereto are not conditional or contingent uponany attempt by the Bank to exercise any of its rights under any other Loan Document, under thisGuaranty or under any other guaranty of the Obligations against any such party or against any otherperson.
 
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(d) Any provision of this Guaranty which is prohibited or unenforceable in any jurisdictionshall, as to such jurisdiction, be ineffective to the extent of such prohibition orunenforceability, and such prohibition or unenforceability shall not invalidate such provision tothe extent it is not prohibited or unenforceable in any other jurisdiction, nor invalidate theremaining provisions hereof or thereof, all of which shall be liberally construed in favor of theBank in order to effect the provisions hereof.(e) The obligations of the Guarantor hereunder shall not be subject to any counterclaim,setoff, deduction or defense based upon any related or unrelated claim which the Guarantor may nowor hereafter have against the Borrower or the Bank, except payment of the Obligations.(f) This Guaranty shall (i) be binding on the Guarantor and its successors and assigns, and(ii) inure, together with all rights and remedies of the Bank hereunder, to the benefit of the Bankand its successors, transferees and assigns. Without limiting the generality of the foregoingclause (ii), the Bank may assign or otherwise transfer any Note held by it, and the Bank may assignor otherwise transfer its rights under any other Loan Document or under any other guaranty of theObligations to any other person, and such other person shall thereupon become vested with all ofthe benefits in respect thereof granted to the Bank, herein or otherwise. Notwithstanding theforegoing clause (f)(i), none of the rights or obligations of the Guarantor hereunder may beassigned or otherwise transferred without the prior written consent of the Bank.(g) This Guaranty shall be governed by and construed and enforced in accordance with theinternal laws of the State of New Jersey without reference to conflicts or choice of law principlesthereof.(h) The Guarantor agrees that any action or proceeding against the Guarantor to enforce, orarising out of, this Guaranty may be commenced in state or federal court in any county in the Stateof New Jersey in which the Bank has an office, or in any other location where the Guarantor or anyof its property is located, and the Guarantor waives personal service of process and agrees that asummons and complaint commencing an action or proceeding in any such court shall be properly servedand shall confer personal jurisdiction if served by registered or certified mail in accordance withSection 6 hereof.(i) The paragraph headings used herein are for convenience only and do not affect or modifythe terms and conditions hereof.
 
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Section 10. **Judicial Proceedings****.**Each party to this Guaranty agrees that any suit,action, or proceeding, whether claim or counterclaim, brought or instituted by the Guarantor or theBank, or any of their successors or assigns, on or with respect to this Guaranty or the dealingsof the Guarantor or the Bank with respect hereto, shall be tried only by a court and not by ajury. **THE GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BYJURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. FURTHER, THE GUARANTOR WAIVES ANY RIGHT IT MAY HAVETO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE ORCONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE GUARANTORACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH IS A SPECIFIC AND MATERIAL ASPECT OF THIS GUARANTY ANDTHAT THE BANK WOULD NOT EXTEND CREDIT TO THE BORROWER IF THE WAIVERS SET FORTH IN THIS PARAGRAPHWERE NOT A PART OF THIS GUARANTY.**Section 11. **Indemnity****.**The Guarantor agrees to indemnify each of the Bank, itsdirectors, officers and employees and each legal entity, if any, who controls the Bank (the“Indemnified Party”) and to hold each Indemnified Party harmless from and against any and allclaims, damages, losses, liabilities and expenses (including all reasonable fees and charges ofinternal or external counsel with whom any Indemnified Party may consult and all reasonableexpenses of litigation or preparation therefor) which any Indemnified Party may incur or which maybe asserted against Indemnified Party as a result of the execution of or performance under thisGuaranty, provided, however, that the foregoing indemnity agreement shall not apply to claims,damages, losses, liabilities and expenses to the extent attributable to an Indemnified Party’sgross negligence or willful misconduct. The indemnity agreement contained in this Section shallsurvive the termination of this Guaranty. The Guarantor may participate at its expense in thedefense of any such claim.Section 12. **Interpretation****.**In this Guaranty, unless the Bank and the Guarantorotherwise agree in writing, the singular includes the plural and the plural the singular;references to statutes are to be construed as including all statutory provisions consolidating,amending or replacing the statute referred to; the word “or” shall be deemed to include “and/or,”the words “including,” “includes” and “include” shall be deemed to be followed by the words“without limitation”; and references to sections or exhibits are to those of this Guaranty unlessotherwise indicated. Section headings in this Guaranty are included for convenience of referenceonly and shall not constitute a part of this Guaranty for any other purpose.**[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]**
 
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**GUARANTOR ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS GUARANTYINCLUDING, WITHOUT LIMITATION, THE WAIVER OF JURY TRIAL CLAUSES AND HAS BEEN ADVISED BY COUNSEL ASNECESSARY AND APPROPRIATE**IN WITNESS WHEREOF, the undersigned hereto, intending to create an instrument under seal, hasduly executed this Guaranty the day and year aforesaid and has affixed his/her/its respective sealor has adopted as his/her/its own the seal typed next to its own respective signature with theintent to be legally bound hereby as of the day and year first above written.         **GUARANTOR:**           **PURE EARTH, INC.**           By: /s/ Brent Kopenhaver (SEAL)     Brent Kopenhaver, Executive Vice President,      Chairman and Chief Financial Officer  
 
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