Exhibit
10.5

    


    SECOND
AMENDMENT TO TERM LOAN AGREEMENT

    


    THIS SECOND AMENDMENT TO TERM LOAN
AGREEMENT (the “Amendment Agreement”) 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.  (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 a “Borrowers” or
“Obligor” and, collectively, “Borrower” or “Obligors”).

    


    TERM LOAN
AGREEMENT:  The Obligors entered into a Term Loan Agreement
(the “Loan Agreement”),
dated November 12, 2008, in regard to the Term Loan (as defined therein) in the
principal amount of $8,000,000, with the Collateral (as defined therein) and the
Loan Documents (as defined therein), and a First Amendment to Term Loan
Agreement (the First Amendment to Term Loan Agreement”), dated as of November
16, 2009.

    


    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:
In conjunction with this Amendment Agreement, the Obligors have executed
and delivered a Second Amendment to Term Loan Note, dated as of even date
herewith.

    


    MODIFICATION
FEE:  Upon signing this document, the Borrower will pay to the
Bank a non-refundable modification fee (the “Modification Fee”) in the amount of
$5,000.00.

     

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

    


    MISCELLANEOUS
PROVISIONS.

    


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


    
      
         


      

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

    


    C.           This
Amendment Agreement 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 Agreement 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.  (formerly

                  named
      MIDATLANTIC RECYCLING

                  TECHNOLOGIES,
      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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