**Exhibit 10.1**

 

**SECOND NOTE MODIFICATIONAGREEMENT**

 

This Second Note Modification Agreement (this “Agreement”),dated as of January 31, 2006, is by and between Waste Systems, Inc.,a Delaware corporation (“Lender”), and 3CI Complete ComplianceCorporation, a Delaware corporation (“Borrower”).  Terms not otherwise defined herein shall havethe same meanings as set forth in the Note (as defined below).

 

**RECITALS:**

 

WHEREAS, Borrower and Lender have entered into thatcertain 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 theNote, the outstanding principal of the Note and any accrued but unpaid interestis due and payable on April 3, 2006; and

 

WHEREAS, Borrower has requested that Lender extendthe maturity date of the Note until the earlier of June 30, 2006, or thefinal effective date of the settlement agreement in cause no. 467704-A, *Robb et al. v. Stericycle, Inc. et al.* (the “LouisianaSuit”) in the First Judicial District Court, Caddo Parish, Louisiana (the “Court”),as set forth herein; and

 

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

 

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

 

# 1.                                       **NoteModification**.  The outstanding principal of theNote and any accrued but unpaid interest is due and payable on the earlier of (i) June 30,2006, or (ii) the day the Final Order and Judgment entered by the Courtdismissing the Louisiana Suit with prejudice and approving the terms andconditions of the settlement agreement entered into by the parties to theLouisiana Suit becomes final.  Forpurposes of this Agreement, the Final Order and Judgment shall be deemed finalon the later of (a) the day following the date on which the Final Orderand Judgment is no longer subject to review by appeal or (b) the dayfollowing the date on which any appeal from the Final Order and Judgment isfinally resolved, either because a petition for certiorari is denied or byreason of affirmance by a court of last resort or by lapse of time followingaffirmance or dismissal of the appeal by an intermediate appellate court orotherwise, provided that the Final Order and Judgment are not reversed ormaterially modified by the Court or any reviewing court.

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# 2.                                       **Effectof Modification**.  Except asexpressly modified and superseded by this Agreement, the Note shall continue infull force and effect in accordance with its terms.

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# 3.                                       **MultipleCounterparts**.  This Agreement may be executed ina number of identical separate counterparts, each of which for all purposes isto be deemed an original, but both of which shall constitute, collectively, oneagreement.

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# 4.                                       **Referenceto Agreement**.  The Note and any and all otheragreements, documents or instruments now or hereafter executed and deliveredpursuant to the terms hereof containing a

 

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# referenceto the Note shall mean and refer to the Note, as modified hereby.  All capitalized words that are not defined inthis Agreement shall have the same definitions as established in the Note.

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# 5.                                       **Headings**.  The headings, captions and arrangements usedin this Agreement are for convenience only and shall not affect theinterpretation of this Agreement.

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# 6.                                       **GoverningLaw; Venue**.  The parties hereto acknowledgeand agree that this Agreement and the obligations and undertakings of theparties hereunder shall be performable in Dallas, Dallas County, Texas.   This Note shall be governed by, andconstrued in accordance with, the laws of the State of Texas, without givingeffect to such State’s principles of conflict of laws.

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

 
| **BORROWER:**                       | **LENDER:**             |
|-------------------------------------|-------------------------|
| ** **                          | ** **              | ** ** |
| 3CI COMPLETE COMPLIANCE CORPORATION | WASTE SYSTEMS, INC.     |
|                                |                    |   |
| By:                                 | /s/ Matthew D. Peiffer  |   | By: | /s/ Elizabeth L. Brandel |   |
|                                | Matthew D. Peiffer      | Name: |   Elizabeth L. Brandel |   |
|                                | Chief Financial Officer | Title: |   VP Finance |   |
|                                     |                         |  |  |  |  |  |  |  |

 

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