Exhibit
10.8

    as of
April 14, 2010

    


    Pure
Earth Treatment (NJ), Inc.

    Pure
Earth Recycling (NJ), Inc.

    Rezultz,
Incorporated

    3209
North Mill Road

    Vineland,
NJ  08360

    


    Attention:  Mark
Alsentzer, President

    


    
      	
               
      

            	
              RE:

            	
              ISDA
      Master Agreement dated as of November 12, 2008, between

              Susquehanna
      Bank (“Party A”) and Casie Ecology Oil Salvage, Inc.,

              MidAtlantic
      Recycling Technologies, Inc., and Rezultz, Inc. (the “ISDA

              Master
      Agreement”).

            


    

    


    Dear Mr.
Alsentzer:

    


    As you
know, as of December 31, 2009, Pure Earth Treatment (NJ), Inc. (formerly known
as Casie Ecology Oil Salvage, Inc.)(“PE Treatment”) merged with and into Pure
Earth Recycling (NJ), Inc. (formerly known as MidAtlantic Recycling
Technologies, Inc.)(“PE Recycling”)(the “Merger”).  As a result of
such Merger, PE Recycling succeeded to and assumed all obligations of PE
Treatment under the ISDA Master Agreement and PE Recycling and Rezultz,
Incorporated are hereinafter referred to as “Party B”.  As of the date
hereof, Party B and Party A have the following outstanding agreements relating
to the ISDA Master Agreement (collectively, the “Swap Agreements”):

    


    
      	
            	
              (a)

            	
              the
      Confirmation between Party A, PE Recycling and Rezultz, Incorporated (Ref
      No. CFSUSQHANNA2008111302) dated April 14, 2010 (the “Second Amended
      Confirmation”); and

            


    

    
      	
            	
              (b)

            	
              the
      ISDA Master Agreement and the Schedule to the ISDA Master Agreement dated
      as of November 12, 2008 between Party A and Casie Ecology Oil Salvage,
      Inc., MidAtlantic Recycling Technologies, Inc., and Rezultz,
      Inc.

            


    

    


    In order
to reflect the Merger, Party A and Party B agree as follows: 

    


    
      	
               
      

            	
              1.

            	
              Effective
      as of the date hereof, the Swap Agreements shall be amended as set forth
      on Annex A
      hereto.

            


    

    
      	
               
      

            	
              2.

            	
              Party
      A and Party B each make as of the date hereof the representations and
      warranties to the other that are contained in Section 3(a) through (c) of
      the ISDA Master Agreement (both with respect to the Swap Agreements and
      this letter agreement).

            


    

    
      	
               
      

            	
              3.

            	
              Except
      for any amendment to the Swap Agreements pursuant to this letter
      agreement, all terms and conditions of the Swap Agreements will continue
      in full force and effect in accordance with their respective provisions on
      the date of this letter agreement.  References to the Swap
      Agreements, or any one of them, will be to the Swap Agreements, as amended
      by this letter agreement.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              4.

            	
              This
      letter agreement constitutes the entire agreement and understanding of the
      parties with respect to its subject matter and supersedes all oral
      communications and prior writings with respect thereto. No amendments,
      modification or waiver in respect of this letter agreement will be
      effective unless in writing (including a writing evidenced by a facsimile
      transmission) and executed by each of the parties. This letter agreement
      may be executed and delivered in counterparts (including by facsimile
      transmission), each of which will be deemed an original. This letter
      agreement shall be governed by and construed in accordance with the law
      specified in the Schedule to the ISDA Master
  Agreement.

            


    

    


    Please
confirm your agreement to the foregoing by executing this letter agreement and
delivering an executed copy to Party A, Attention: Please provide Susquehanna
Bank via mail or facsimile (856) 756-7825 as soon as possible.

    


    Agreed
and consented by:

    


    
      
        	
                SUSQUEHANNA
      BANK

              
	 
      
	
                By: 

              	
                /s/ Hugh J. Arbuthnot

              
	
                Name:
      Hugh J. Arbuthnot

              
	
                Title:
      Assistant Vice President

              


      

    

    


    PURE EARTH RECYCLING (NJ),
INC. (formerly known as MIDATLANTIC RECYCLING TECHNOLOGIES,
INC. and successor by merger to PURE EARTH TREATMENT (NJ), INC.), a
Delaware corporation

    


    
      
        	
                By: 

              	
                /s/ Mark Alsentzer

              
	 
      	
                Mark
      Alsentzer

              
	 
      	
                President

              


      

    

    


    REZULTZ, INCORPORATED, a New
Jersey Corporation

    


    
      
        	
                By: 

              	
                /s/ Mark Alsentzer

              
	 
      	
                Mark
      Alsentzer

              
	 
      	
                President

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Annex A

    Any
references in the Swap Agreements to:

    (a)           PURE EARTH TREATMENT (NJ),
INC. (formerly known as Casie Ecology Oil Salvage, Inc.) are deleted;
and

    (b)           “PURE EARTH RECYCLING (NJ),
INC. (formerly known as MIDATLANTIC RECYCLING TECHNOLOGIES, INC.)” is
amended and restated as “PURE
EARTH RECYCLING (NJ), INC. (formerly known as MIDATLANTIC RECYCLING
TECHNOLOGIES, INC. and successor by merger to PURE EARTH TREATMENT (NJ), INC.),
a Delaware corporation”;