Exhibit
10.7

    


    SECOND
AMENDMENT TO TERM LOAN NOTE

    


    THIS SECOND AMENDMENT TO TERM LOAN
NOTE (the “Amendment to
Note”) is made as of March 15, 2010, by and among SUSQUEHANNA
BANK, a Pennsylvania
chartered bank (the “Bank”), as lender and by PURE EARTH RECYCLING
(NJ), 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 a “Borrower” or
“Obligor” and, collectively, “Borrowers” or “Obligors”).

    


    TERM LOAN NOTE AND
AMENDMENT:  The Obligors executed and delivered to Bank a Term
Loan Note (the “Note”),
dated November 12, 2008, and a First Amendment to Term Loan Note (the First
Amendment”), dated as of November 16, 2009, in regard to the Term Loan (as
defined therein) in the principal amount of $8,000,000.

    


    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.

    


    INTEREST RATE AND REPAYMENT CHANGES:


    


    a.           Principal and Interest
Repayment Terms.  Commencing
on March 15, 2010, and
continuing monthly up to and including May 15, 2010, Borrower shall
make monthly installments of accrued interest only (without principal) at the
rate provided in the Note.  Lender agrees to provide Borrower with a
revised schedule of payments upon Borrower’s request but any failure by Lender
to do so shall not relieve Borrower of its obligations to make such payment due
hereunder or create any liability of Lender to Borrower.

     

    b.           Term Loan Maturity
Date.  Regardless
of the terms contained in this Amendment to Note, the Loan shall mature on November 15, 2015, subject to
adjustment in accordance with the Following Business Day Convention (the
"Maturity Date"), whereupon all Obligations under the Term Loan shall be
immediately due and payable in full.

     

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


    
      
         


      

      
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    MISCELLANEOUS
PROVISIONS.

    


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

    


    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 Note or affect any
of the terms or provisions hereof; and

    


    C.           This
Amendment to Note 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 Note the day and year first
above written.

    


    
      
        	 
      	 
      	 
      	 
      	
                BANK:

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                SUSQUEHANNA
      BANK

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                By:

              	
                /s/ Hugh J. Arbuthnot

              	
                  (SEAL)

              
	 
      	 
      	 
      	 
      	
                Hugh
      J. Arbuthnot, Commercial Relationship Manager

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                BORROWER:

              
	 
      	 
      	 
      
	
                Attest:

              	 
      	
                PURE EARTH RECYCLING (NJ),
      INC., a Delaware

                corporation

              
	 
      	 
      	 
      
	
                By:

              	
                /s/ Joseph Kotrosits

              	
                  (SEAL)

              	 
      	
                By:

              	
                /s/ Mark Alsentzer

              	
                  (SEAL)

              
	
                Joseph
      Kotrosits, Secretary

              	 
      	
                Mark
      Alsentzer, President

              
	 
      	 
      	 
      
	
                Attest:

              	 
      	
                REZULTZ, INCORPORATED, a
      New Jersey

                corporation

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/ Joseph Kotrosits

              	
                  (SEAL)

              	 
      	
                By:

              	
                /s/ Mark Alsentzer

              	
                  (SEAL)

              
	
                Joseph
      Kotrosits, Secretary

              	 
      	
                Mark
      Alsentzer, President

              


      

    


    
      
         


      

      
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