**Exhibit 10.1**

 

**NOTEMODIFICATION AGREEMENT**

 

This Note Modification Agreement (this “Agreement”),dated as of August 12, 2005 to be effective July 1, 2005, is by andbetween Waste Systems, Inc., a Delaware corporation (“Lender”), and 3CIComplete Compliance Corporation, 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 enteredinto that certain 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 conditionsof the Note, Borrower has agreed to make a principal and interest payment inthe amount of $25,000 on the fifth (5th) business day of eachcalendar month commencing on October 7, 2004 (the “Required Payments”);and

 

WHEREAS, Borrower has requested that Lenderwaive requiring Borrower to make the Required Payments that shall become dueand owing for a period of six (6) months, commencing with the payment dueon July 5, 2005, through and including the payment due on December 5,2005, as set forth herein (such period being the “Deferral Period”); and

 

WHEREAS, Borrower and Lender desire to modifypayment terms of the Note as herein set forth;

 

NOW THEREFORE, for good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows:

 

1.             **NoteModification.**  Borrowershall not be required to make any Required Payments during the DeferralPeriod.  During the Deferral Period, theunpaid principal balance of the Note shall continue to accrue interest untilpaid at the Prime Rate, not to exceed 13% per annum, in accordance with theterms and conditions of the Note.  Afterthe Deferral Period, Borrower shall make payments in accordance with the Note(i.e., Borrower shall pay $25,000 on January 5, 2006, and on the fifth (5th)business day of each calendar month thereafter until the Maturity Date).  Borrower may prepay the Required Paymentsplus all accrued interest, in whole or in part, at any time without notice orprepayment penalty.

 

# **2.            **Effect ofModification.  Except as expressly modified and superseded bythis Agreement, the Note shall continue in full force and effect in accordancewith its terms.

 

# **3.            **MultipleCounterparts. This Agreement may be executed in a number of identical separatecounterparts, each of which for all purposes is to be deemed an original, butboth of which shall constitute, collectively, one agreement.

 

# **4.            **Reference toAgreement. The Note and any and all other agreements, documents or instruments nowor hereafter executed and delivered pursuant to the terms hereof containing areference to the Note shall mean and refer to the Note, as modifiedhereby.  All capitalized words that arenot defined in this Agreement shall have the same definitions as established inthe Note.

 

# **5.            **Headings.  Theheadings, captions and arrangements used in this Agreement are for convenienceonly and shall not affect the interpretation of this Agreement.

 

# **6.            **Governing Law; Venue.  The parties hereto acknowledge and agree thatthis Agreement and the obligations and undertakings of the parties hereundershall be performable in Dallas, Dallas County, Texas.   This Note shall be governed by, and construedin accordance with, the laws of the State of Texas, without giving effect tosuch State’s principles of conflict of laws.

# ** **

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

 

 
| **BORROWER:**           | **LENDER:**             |
|-------------------------|-------------------------|
|                    |                    |
| 3CI COMPLETE COMPLIANCE | WASTE SYSTEMS, INC.     |
| CORPORATION             |                    |
|                    |                    |
|                    |                    |
| 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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