Exhibit 10.1


 


NOTE
MODIFICATION AGREEMENT


 


This Note Modification Agreement (this “Agreement”),
dated as of August 12, 2005 to be effective July 1, 2005, is by and
between Waste Systems, Inc., a Delaware corporation (“Lender”), and 3CI
Complete Compliance Corporation, a Delaware corporation (“Borrower”).  Terms not otherwise defined herein shall have
the same meanings as set forth in the Note (as defined below).


 


RECITALS:


 


WHEREAS, Borrower and Lender have entered
into that certain Second Amended and Restated Secured Promissory Note, dated September 30,
2004, in the original principal amount of $1,302,826.48 (as amended, modified,
or restated from time to time, the “Note”); and


 


WHEREAS, pursuant to the terms and conditions
of the Note, Borrower has agreed to make a principal and interest payment in
the amount of $25,000 on the fifth (5th) business day of each
calendar month commencing on October 7, 2004 (the “Required Payments”);
and


 


WHEREAS, Borrower has requested that Lender
waive requiring Borrower to make the Required Payments that shall become due
and owing for a period of six (6) months, commencing with the payment due
on July 5, 2005, through and including the payment due on December 5,
2005, as set forth herein (such period being the “Deferral Period”); and


 


WHEREAS, Borrower and Lender desire to modify
payment terms of the Note as herein set forth;


 


NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.             Note
Modification.  Borrower
shall not be required to make any Required Payments during the Deferral
Period.  During the Deferral Period, the
unpaid principal balance of the Note shall continue to accrue interest until
paid at the Prime Rate, not to exceed 13% per annum, in accordance with the
terms and conditions of the Note.  After
the Deferral Period, Borrower shall make payments in accordance with the Note
(i.e., Borrower shall pay $25,000 on January 5, 2006, and on the fifth (5th)
business day of each calendar month thereafter until the Maturity Date).  Borrower may prepay the Required Payments
plus all accrued interest, in whole or in part, at any time without notice or
prepayment penalty.


 


2.             Effect of
Modification.  Except as expressly modified and superseded by
this Agreement, the Note shall continue in full force and effect in accordance
with its terms.


 


3.             Multiple
Counterparts. 
This Agreement may be executed in a number of identical separate
counterparts, each of which for all purposes is to be deemed an original, but
both of which shall constitute, collectively, one agreement.


 


4.             Reference to
Agreement. 
The Note and any and all other agreements, documents or instruments now
or hereafter executed and delivered pursuant to the terms hereof containing a
reference to the Note shall mean and refer to the Note, as modified
hereby.  All capitalized words that are
not defined in this Agreement shall have the same definitions as established in
the Note.


 


5.             Headings.  The
headings, captions and arrangements used in this Agreement are for convenience
only and shall not affect the interpretation of this Agreement.


 


6.             Governing Law; Venue.  The parties hereto acknowledge and agree that
this Agreement and the obligations and undertakings of the parties hereunder
shall be performable in Dallas, Dallas County, Texas.   This Note shall be governed by, and construed
in accordance with, the laws of the State of Texas, without giving effect to
such State’s principles of conflict of laws.


 





















 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement effective as of the date first set forth above.


 


 


	
  BORROWER:

  	
  LENDER:

  
	
   

  	
   

  
	
  3CI COMPLETE COMPLIANCE

  	
  WASTE SYSTEMS, INC.

  
	
  CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Matthew
  D. Peiffer

  	
   

  	
  By:

  	
    
  /s/ Elizabeth L. Brandel

  	
   

  
	
   

  	
  Matthew D. Peiffer

  	
  Name: 

  	
    Elizabeth
  L. Brandel

  	
   

  
	
   

  	
  Chief Financial Officer

  	
  Title: 

  	
    VP
  Finance