Exhibit
10.6

    


    SECOND
AMENDMENT TO GUARANTY AGREEMENT

    


    THIS SECOND AMENDMENT TO GUARANTY
AGREEMENT (the “Amendment to Guaranty”) is
made as of March 15, 2010, PURE
EARTH, INC., a Delaware corporation (the “Guarantor”), in favor of SUSQUEHANNA BANK, a
Pennsylvania chartered bank (the “Bank”) to secure the obligations of PURE EARTH RECYCLING
(NJ), INC.  (formerly named MIDATLANTIC
RECYCLING TECHNOLOGIES, INC.), a Delaware corporation with a principal office at
3137 Chammings Court, Vineland, NJ 08360, and REZULTZ,
INCORPORATED,  a
New Jersey corporation with a principal office at 3209 North Mill Rd., Vineland,
NJ 08360, with joint and several liability (each individually and collectively a
“Borrower”).

    


    GUARANTY
AGREEMENT:  The Guarantor executed and delivered to Bank a
Guaranty Agreement (the “Guaranty”), dated November 12,
2008, and a First Amendment to Guaranty Agreement (the First Amendment”), dated
as of November 16, 2009, both of which unconditionally guaranteed the
Obligations (as defined in the Guaranty) of the Borrower to the
Bank.

    


    MERGER:  As of
December 31, 2009, PURE EARTH TREATMENT
(NJ), INC.  executed and filed a
Certificate of Merger with the State of Delaware, merging into PURE EARTH RECYCLING
(NJ), INC., retaining the
name
PURE EARTH RECYCLING (NJ), INC. As of that same date, it
also executed and filed a Certificate of Merger with the State of New Jersey to
evidence the merger.  As of that same date, it also executed and filed
a filing with the State of Kentucky to evidence the merger.

    


    AMENDMENT TO TERM LOAN AGREEMENT,
TERM LOAN NOTE AND OTHER LOAN DOCUMENTS: In conjunction with this
Amendment to Guaranty, the Borrowers have executed and delivered a Second
Amendment to Term Loan Agreement, a Second Amendment to Term Loan Note, and
amendments to other Loan Documents (as defined in the Term Loan Agreement),
dated as of even date herewith.

    


    CONTINUING EFFECT: All of the
terms and conditions contained under the Guaranty shall continue to be fully
effective, except to the extent that any of them are expressly modified by this
Amendment to Guaranty.

    


    MISCELLANEOUS
PROVISIONS.

    


    A.           The
inapplicability or unenforceability of any provision of this Amendment to
Guaranty shall not limit or impair the operation or validity of any other
provision of this Amendment to Guaranty.


    
      
         


      

      
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    B.           The
captions herein are for convenience and reference only and in no way define,
limit, or describe the scope or intent of this Amendment to Guaranty or affect
any of the terms or provisions hereof; and

    


    C.           This
Amendment to Guaranty shall be governed by, and interpreted in accordance with,
the laws of the State of New Jersey.

    


    IN WITNESS WHEREOF, the
parties hereto have duly executed this Amendment to Guaranty the day and year
first above written.

    


    
      
        
          
            
              
                	
                        BANK:

                      
	 
      
	
                        SUSQUEHANNA
      BANK

                      
	 
      
	
                        By:

                      	
                        /s/
      Hugh J. Arbuthnot

                      	
                          (SEAL)

                      
	
                        Hugh
      J. Arbuthnot, Commercial Relationship Manager

                      
	 
      
	
                        GUARANTOR:

                      
	 
      
	
                        PURE
      EARTH, INC.

                      
	 
      
	
                        By: 

                      	
                        /s/
      Brent Kopenhaver

                      	
                          (SEAL)

                      
	
                        Brent
      Kopenhaver, Executive Vice President,

                      
	
                        Chairman
      and Chief Financial
Officer

                      


              

            

          

        

      

    


    
      
         


      

      
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