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     **NOW THEREFORE,**the parties hereto for good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, and intending to be legally bound, covenant and agreeas follows:1. **Affirmation of Recitals****.**The recitals set forth above are true and correct andincorporated herein by reference.2. **Definitions****.**All capitalized terms used herein, but not otherwise defined, shall havethe meaning ascribed to such terms in the Loan Documents.3. **Amendments to Certain Definitions in Section 1.01 of the Credit Agreement****.**Effectivefrom and after the date hereof, the following provisions of Section 1.01 of the Credit Agreementshall be amended as follows: (i) The following defined term “Bonded Receivables” shall be inserted into Section1.01 of the Credit Agreement in the appropriate alphabetical order:    “Bonded Receivables” shall mean any accounts receivable arising from any work, jobsor projects for which a payment and/or performance bond has been issued or isotherwise subject to surety bonds.  (ii) The following defined term “Borrowing Base Reduction Event” shall be insertedinto Section 1.01 of the Credit Agreement in the appropriate alphabetical order:    “Borrowing Base Reduction Event” shall mean any period during which 25% or more ofthe accounts receivable are more than one hundred twenty (120) days from the date ofthe invoice therefor.  (iii) The defined term “Facility D Expiry Date” shall mean June 30, 2010.  (iv) The following defined term “Facility D Loan Amount” shall be inserted intoSection 1.01 of the Credit Agreement in appropriate alphabetical order:    “Facility D Loan Amount” shall mean:  (a) For the period commencing on the Third Amendment Date through and including May 30,2009, the Facility D Loan Amount shall be an amount not to exceed $15,000,000;  (b) For the period commencing May 31, 2009 and continuing through November 29, 2009,the Facility D Loan Amount shall be an amount not to exceed $14,500,000; and  (c) For the period commencing November 30, 2009 and continuing through the Facility DExpiry Date, the Facility D Loan Amount shall be an amount not to exceed $14,000,000.  (v) The following defined term “Maximum Bonded Receivables” shall be inserted intoSection 1.01 of the Credit Agreement in appropriate alphabetical order:
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   “Maximum Bonded Receivables shall mean:  (a) For the period commencing on the Third Amendment Date through and including May 30,2009, the Maximum Bonded Receivables shall be one hundred percent (100%) of BondedReceivables for such period;  (b) On May 31, 2009, the Maximum Bonded Receivables shall be not more than ninetypercent (90%) of Bonded Receivables; and  (c) On June 30, 2009 and on the last day of each successive calendar month thereafter,the Maximum Bonded Receivables shall be reduced by ten percent (10%) from the amount ofMaximum Bonded Receivables permitted for the preceding calendar month. (v) Subsection (b) of the definition of “Qualified Accounts” in Section 1.01 of the CreditAgreement is hereby amended and restated as follows:          “(b) The account arose from the performance of services or an outright sale of goods by suchBorrower in the ordinary course of such Borrower’s business and such goods have been shipped, orservices provided, to the account debtor and such Borrower has possession of, or has delivered toBank, in the case of goods, shipping and delivery receipts evidencing such shipment. For theavoidance of doubt, in no event shall billings for work not yet performed in full by such Borrowernor any amount of retention or retainage more than sixty (60) days from the invoice date thereof,be considered a “Qualified Account.” (vi) Subsection (c) of the definition of “Qualified Accounts” in Section 1.01 of theCredit Agreement is hereby amended and restated as follows:          “(c) The account is not subject to any prior assignment, claim, lien, or security interest,and such Borrower will not make any further assignment of the account or create any furthersecurity interest in the account, nor permit its rights in the account to be reached by attachment,levy, garnishment or other judicial process; provided, however, that Qualified Accounts may includeBonded Receivables; provided further, however, that in no event shall Bonded Receivables at anytime exceed the then Maximum Bonded Receivables.” (vii) Subsection (g) of the definition of “Qualified Accounts” in Section 1.01 ofthe Credit Agreement is hereby amended and restated as follows:          “(g) The account does not arise with respect to any one project of an account debtor fromwhich more than 15% of accounts are more than ninety (90) days from the due date thereof or onehundred twenty (120) days from the date of the invoice therefor; provided, however, that in theevent that Borrowers provide evidence acceptable to the Bank, in its sole discretion, that anyaccounts that would have otherwise been ineligible as Qualified Accounts based on the immediately preceding Accounts Aging Report (as defined in Section 5.01(e) of thisAgreement) have been paid prior to the date of the Borrowing Base Certificate (“Subsequently PaidAccounts”), then such Subsequently Paid Accounts may be included in such
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Borrowing Base Certificateas Qualified Accounts, subject to the other terms and conditions of this Agreement.” (viii) The following defined term “Third Amendment Date” shall be inserted into Section 1.01of the Credit Agreement in appropriate alphabetical order:    “Third Amendment Date” shall mean September 2, 2008.”4. **Amendment to Section 2.****02(c)****of the Credit Agreement**. Section 2.02(c) entitled“Borrowing Base” is hereby amended and restated in its entirety as follows:          “(c) Subject to the terms and conditions of this Agreement, the maximum borrowing availabilityunder this Agreement applicable to the Facility D Loans shall be equal to the lesser of(i) the Facility D Loan Amount then in effect or (ii) eighty percent (80%) of the aggregate grossamount of Qualified Accounts (the lesser of the amounts described in clauses (i) and (ii) of thissentence is sometimes referred to in this Agreement as the “Borrowing Base”): provided, howeverthat in no event shall the Borrowing Base exceed sixty percent (60%) of Borrowers’ total accountsreceivable at any time that a Borrowing Base Reduction Event is in effect.”5. **Amendment to Section 2.****05(b)****of the Credit Agreement**. Section 2.05(b) entitled“Interest on Facilities D and F” shall be amended and restated as follows:          “(b) Interest on Facilities D and F. The aggregate outstanding principal balance ofthe Facility D Loan, (i) for the period commencing on the Third Amendment Date and continuingthrough and including June 29, 2009, shall bear interest at the rate per annum equal to the PrimeRate plus one and one-half percent (1.5%), and (ii) for the period commencing June 30, 2009 andcontinuing through and including the Facility D Expiry Date, shall bear interest at a rate perannum equal to the Prime Rate plus two percent (2%). The aggregate outstanding principal balanceof the Facility F Loans shall bear interest at a rate per annum equal to seven and twenty-fivehundredths percent (7.25%)”6. **Amendment to Section 2.08 of the Credit Agreement**. Section 2.08 of the Credit Agreementshall be amended and restated as follows:          “Borrowers shall pay to Bank a commitment fee for Facility D payable in advance on the ThirdAmendment Date of $75,000 (the “Commitment Fee”). On June 30, 2009 and on each June 30 thereafterbut excluding the Facility D Expiry Date, Borrowers shall pay the Bank a commitment fee in advancein the amount of 1% of the Facility D Loan Amount.”7. **Amendment to Section 2.14 of the Credit Agreement**. Section 2.14 entitled “Interest RateIncentive Pricing” shall be amended and restated as follows:          “Section 2.14 Interest Rate Incentive Pricing. Provided no Event of Default exists,if, based on the 10-Q filed by Parent with the Securities and Exchange Commission, the Debt ServiceCoverage Ratio at the end of each fiscal quarter beginning with thefiscal quarter ended October31, 2008 is equal to or greater than 1.5 to 1.0, then, during the subsequent fiscal
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quarter (andonly the subsequent fiscal quarter unless the foregoing condition is satisfied again), interestrate applicable to the Facility D Loans shall be reduced by one-half of one percent (.5%);provided, however, in no event shall the interest rate applicable to the Facility D Loans be lessthan the Prime Rate plus one percent (1%) per annum.”8. **Amendment to Section 5.01 of the Credit Agreement**. (i) Effective from and after the date hereof, Section 5.01(e) of the CreditAgreement entitled “Borrowing Base Certificates and Other Reports” shall be amended andrestated as follows:                    “(e) Borrowing Base Certificates and Other Reports. Borrowers shall furnish to Bank aBorrowing Base Certificate within fifteen (15) days after the end of each calendar month. Inaddition, within fifteen (15) days after the end of each calendar month, Borrowers will deliver toBank a schedule of all of their accounts receivable, identifying all accounts, and the agingthereof by open invoice for each project of each Borrower (the “Accounts Aging Report”), and theaging thereof by open invoice for each customer of each Borrower, and such other reports concerningthe accounts receivable as Bank shall require, all certified as to accuracy by the President or anyVice President of Parent and all in such form as Bank shall require. Borrowers shall also promptlyprovide Bank with all information requested by Bank with respect to any account debtor. Inaddition, within thirty (30) days after the end of each calendar month, Borrowers shall provideBank with a schedule of accounts payable and monthly back-log reports and monthly job statusreports, including an explanation of any significant variances, all certified as to accuracy by theappropriate officer of Parent and all in such form as Bank shall require.” (ii) The following language shall be inserted as Section 5.01(k) of the CreditAgreement: “(k) Redemption Pro Formas and Compliance Certificates:                On or before April 30, 2009, Parent shall deliver to Bank a pro forma calculating theredemption payment to be made on June 30, 2009 on account of the Series C Preferred Stock or anyother capital stock of Parent, together with a compliance certificate executed by the President orany Vice President of Borrowers, stating that no Event of Default or Potential Default exists orwill exist after the making of the projected redemption payment, and that the Borrowers are incompliance with the financial covenants contained in the Credit Agreement, and will continue to bein compliance after giving effect to such redemption payment (a “Redemption ComplianceCertificate”). In addition, Borrowers shall deliver a Redemption Compliance Certificate to theBank with any copy of any notice or request for redemption which Borrowers, or any of them, arerequired to deliver to the Bank pursuant to Section 6.05 or any other provision of the CreditAgreement.”9. **Financial Covenants.**
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 (i) Section 5.13 Debt Service Coverage Ratio is hereby amended and restated in itsentirety to read as follows:          “Borrowers shall maintain a Debt Service Coverage Ratio after the date hereof in the followingamounts, which shall be tested at the end of each fiscal quarter on a rolling four quarter basis:   For October 31, 2008 .75 to 1For January 31, 2009 and eachfiscal quarter thereafter 1.3 to 1.0 (ii) Section 5.14 Debt to Worth Ratio is hereby amended and restated in its entiretyto read as follows:          “Borrowers shall maintain a Debt to Worth Ratio of not greater than 2.75 to 1.0 on October 31,2008; and 2.25 to 1.0 on January 31, 2009, and at the end of each fiscal quarter thereafter. ThisRatio shall be tested at the end of each fiscal quarter. (iii) Section 5.15 Net Worth is hereby amended and restated in its entirety to readas follows:          “Borrowers shall maintain a Net Worth at all times, to be tested at the end of each fiscalquarter, in the amount of at least (a) $11,000,000 at October 31, 2008, and (b) $11,500,000 at theend of each quarter thereafter, which amount shall increase quarterly by an amount equal toseventy-five percent (75%) of Net Income, until Net Worth equals $15,000,000.”**10. ****Waiver.** Borrowers have provided Bank with financial projections for the period endedJuly 31, 2008, which show actual operating results through May 30, 2008 (collectively, the“Projections”). The Projections contemplate violations of the Debt Service Coverage Ratiocovenant; (ii) the Debt to Worth Ratio covenant, and (iii) the Net Worth covenant, in the amountsset forth in the Projections (the “Projected Defaults”). Subject to the terms and conditions setforth in this Agreement, the Bank hereby waives the Projected Defaults. This waiver does not,either implicitly or explicitly, alter, waive or amend any other provisions of the Loan Documents,nor indicate an agreement on the part of the Bank to grant any additional future waivers forcovenant defaults or other defaults of the Loan Documents, or any defaults of financial covenantsin excess of the Projected Defaults as contemplated in the Projections.11. **Appraisal, Environmental Assessment, Title Searches and Lien Searches.** (i) Borrowers hereby acknowledge and agree that the Bank will order an updated realestate appraisal of the real property encumbered by the Mortgage and an environmental assessment from third party professionals, acceptable to the Bank inall respects. The costs of such reports and investigations shall be borne byBorrowers in accordance with Section 18 of this Amendment. The appraisal andenvironmental assessment may be completed after the Third Amendment Date but
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   nolater than August 31, 2009. Any environmental issues identified must be remediatedor remedied to the sole satisfaction of the Bank;  (ii) No later than September 30, 2008, Borrowers shall provide a title searchperformed by a title company acceptable to the Bank in all respects which will confirmthat the Bank’s first mortgage position is intact, subject only to liens permittedunder the Credit Agreement. Any modification of the Mortgage will, at the Bank’soption, be insured under the existing title policy, and Borrowers shall pay the cost ofsuch title insurance, including any endorsements in accordance with Section 18 of thisAmendment. In addition, no later than September 30, 2008, Borrowers shall providelien searches satisfactory to the Bank in all respects on each of the Borrowers , whichlien searches shall confirm that the Bank has a first lien security interest in all theassets of the Borrowers, subject only to liens permitted under the Loan Agreement. Thecost of such searches shall be borne by the Borrowers in accordance with Section 18 ofthis Amendment.12. **Representations and Warranties.** (i) Each Borrower has and will continue to have corporate power and authority toexecute, deliver and perform the provisions of this Amendment, the other LoanDocuments, and the Credit Agreement as amended hereby and to execute and deliver theinstruments required by the provisions of the Credit Agreement as amended hereby to beexecuted and delivered by it; and all such action has been duly and validly authorizedby all necessary corporate proceedings on the part of each Borrower.  (ii) The execution and delivery of this Amendment and the carrying out of thisAmendment, the other Loan Documents, and the Credit Agreement as amended hereby willnot violate any provisions of law or the articles of incorporation or bylaws of anyBorrower or of any agreement or other instrument to which any Borrower is a party or bywhich it is bound or to which it is subject.  (iii) This Amendment and the other Loan Documents, which have been duly and validlyexecuted and delivered by Borrowers, and the Credit Agreement as amended hereby,constitute legal, valid and binding obligations of each Borrower enforceable inaccordance with the terms hereof and thereof.  (iv) The representations and warranties by the Borrowers contained in the CreditAgreement and the other Loan Documents are correct and accurate on and as of the datehereof.  (v) No event has occurred and is continuing and no condition exists whichconstitutes an Event of Default or Potential Default.13. **Collateral****.**The Obligations shall continue to be secured by a first priority securityinterest in and lien upon all of the Borrowers’ inventory, accounts, accounts receivable, and the
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proceeds and products thereof, and all of the other property that may be identified in the SecurityAgreement and the Mortgage. In no event shall the Borrowers suffer or permit any payment orperformance bonds to encumber any accounts receivable arising from any work, jobs or project otherthan those accounts receivable directly arising from the specific bonded work, jobs or projects.14. **Conditions to this Amendment****.**The obligation of the Bank to enter into this Amendmentand to continue to make any loan or advance under the Credit Agreement is subject to thesatisfaction of the following further conditions:     (a) This Amendment shall have been duly executed by the Borrowers and delivered to the Bank.     (b) The Mortgage Modification attached hereto as Exhibit A has been duly executed byProject, appropriately acknowledged by a notary public and delivered to the Bank     (c) Corporate resolutions and other certifications by or on behalf of the Borrowers, in formand substance required by the Bank in its sole and absolute discretion and such resolutions andcertifications shall have been delivered to the Bank on the date of this Amendment;     (d) The Borrowers shall pay to the Bank the Commitment Fee and all fees provided for inSection 18 hereof on the date of this Amendment; and     (e) The Borrowers shall provide an opinion of counsel in form and substance satisfactory tothe Bank.15. **Acknowledgment of No Claims****.**Each of the Borrowers acknowledges and agrees that it (a)has no claims, counterclaims, setoffs, actions or causes of action of any kind or nature whatsoeveragainst the Bank or any of its directors, officers, employees, agents, attorneys, legalrepresentatives, successor or assigns, that directly or indirectly arise out of or are based uponor in any manner connected with any Prior Related Event, (b) certifies that there is no impairmentof the validity or enforceability of this Amendment or any of the Loan Documents to which it is aparty, and (c) hereby waives and releases the same. As used herein the term “**Prior Related Event**”means any transaction, event, circumstance, action, failure to act or occurrence of any sort ortype, whether known or unknown, which occurred, existed, was taken, was permitted or begun prior tothe execution of this Amendment and occurred, existed, was taken, was permitted or begun inaccordance with, pursuant to or by virtue of any of the terms of this Amendment or any of the LoanDocuments (or prior iterations thereof), or which was related or connected in any manner, directlyor indirectly, to the loans made or secured pursuant thereto or evidenced thereby.16. **No Bankruptcy Intent**. Each of the Borrowers represents and warrants that it has nopresent intent (i) to file any voluntary petition under any chapter of the Bankruptcy Code, title11 U.S.C., or in any manner seek relief, protection, reorganization, liquidation or dissolution, orsimilar relief for borrowers under any other state, local, federal or other insolvency laws, eitherat the present time, or at any time hereafter, or (ii) directly or indirectly to cause anyinvoluntary petition to be filed against any Borrower, or directly or indirectly to cause anyBorrower to
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become the subject of any proceedings pursuant to any other state, federal or otherinsolvency law providing for the relief of borrowers, either at the present time, or at any timehereafter, or (iii) directly or indirectly to cause any interest of any Borrower to become theproperty of any bankrupt estate or the subject of any state, federal or other bankruptcy,dissolution, liquidation or insolvency proceedings.17. **No Fraudulent Intent**. Neither the execution and delivery of this Amendment, nor theperformance of any actions required hereunder or described herein is being consummated by anyBorrower with or as a result of any actual intent by such Borrower to hinder, delay or defraud anyentity to which such Borrower is not or will hereafter become indebted.18. **Reimbursement of Expenses****.**     The Borrowers, jointly and severally, agree to pay or cause to be paid and save the Bankharmless against liability for the payment of all out-of-pocket expenses incurred by the Bank,including without limitation, appraisals, environmental consultants, accountants and otherprofessional experts or independent contractor fees, costs and expenses and fees and expenses oflegal counsel (including inside counsel) (a) arising in connection with the development,preparation, printing, execution, administration, interpretation and performance of this Amendmentand any of the Loan Documents, (b) relating to any requested amendments, waivers or consentspursuant to the provisions hereof or thereof whether or not such are implemented, and (c) arisingin connection with the enforcement of this Amendment or any Loan Documents, including the proof andallowability of any claim arising thereunder, whether in bankruptcy or receivership proceedings orotherwise and monitoring and otherwise participating in any bankruptcy, receivership or similarproceeding involving or affecting the Borrower or any other person or entity which may have anyliability for any of the obligations of the Borrower under this Amendment and the Loan Documents.19. **Notices****.**Any notice or other written communication required hereunder shall be inwriting and shall be deemed to have been validly delivered (a) upon deposit in the United Statesmail, with proper postage prepaid, (b) by hand delivery, or (c) by overnight express mail courier,and addressed to the party to be notified at the following address or to such other address as eachparty may designate for himself or herself in writing by like notice:       To the Borrowers or any ofthem: To the Bank:       PDG Environmental, Inc. The Huntington National Bank  1386 Beulah Road, Building 801 Pitt Times Building  Pittsburgh, PA 15235 336 Fourth Avenue, Suite 2  Attention: John C. Regan Pittsburgh , PA 15222    Attention: Richard M. Collins                   Vice President       with a copy to: with a copy to:       James D. Chiafullo, Esq. Suzanne Ewing, Esq.
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       Cohen & Grigsby, P.C. Buchanan Ingersoll & Rooney  11 Stanwix Street 20th Floor, One Oxford Centre  Pittsburgh, PA 15222 Pittsburgh, PA 1521920. **Due Authority; Valid and Binding****.**Each of the Borrowers represents that itsexecution and delivery of this Amendment and the carrying out of this Amendment and the LoanDocuments to which it is a party, as amended hereby, will not violate any provisions of the law,its articles of incorporation or bylaws, or of any agreement or other instrument to which it is aparty or by which it is bound or to which it is subject. Each of the Borrowers further representthat this Amendment has been duly authorized by all necessary action and this Amendment and theLoan Documents to which it is a party, as amended, constitute legal, valid and binding obligationsof such party, enforceable in accordance with the terms hereof.21. **Entire Agreement; Governing Law****.**This Amendment sets forth the entire agreementrelating to the subject matter hereof and supersedes all prior statements, agreements andunderstandings, whether written or oral, relating thereto. None of the provisions hereof may bewaived, changed or terminated, except by a writing signed by the parties hereto. This Amendmentand the respective rights and obligations created hereby shall be interpreted in accordance withand governed by the laws of the Commonwealth of Pennsylvania applicable to contracts made and to bewholly performed within such Commonwealth. The paragraph titles contained in this Amendment areand shall be without substantive meaning or content of any kind whatsoever and are not a part ofthe agreement to the parties hereto.22. **Jurisdiction and Venue****.**The parties hereto agree that the United States District Courtfor the Western District of Pennsylvania and the Court of Common Pleas of Allegheny County,Pennsylvania, may have jurisdiction to hear and determine any claims or disputes as to matterspertaining to this Amendment or any matter arising therefrom. The parties hereto hereby expresslysubmit and consent in advance to such jurisdiction and venue in any proceeding commenced againstthe parties in either of such courts. Notwithstanding the foregoing, the parties hereto reserve tothemselves the right to assert federal court jurisdiction based upon diversity of citizenship orany other basis upon which such federal jurisdiction may be properly claimed and asserted and, tosuch end, reserve to themselves the right to remove any action commenced in the Court of CommonPleas of Allegheny County, Pennsylvania, to the United States District Court for the WesternDistrict of Pennsylvania if such removal be authorized by law.23. **WAIVER OF JURY TRIAL****.**THE PARTIES HERETO EACH WAIVE THEIR RIGHT TO TRIAL BY JURY INANY CONTROVERSY ARISING OUT OF OR RELATING TO THIS AMENDMENT.24. **ACKNOWLEDGMENT OF DISCLOSURE AND WAIVER OF CONFESSION OF JUDGMENT RIGHTS****. (a) EACH OFTHE BORROWERS HEREBY ACKNOWLEDGES AND AGREES THAT THE NOTE CONTAINS PROVISIONS UNDER WHICH THE BANKMAY ENTER JUDGMENT BY CONFESSION AGAINST THE BORROWERS. EACH OF THE BORROWERS BEING FULLY AWARE OFITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY**
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**JUDGMENT OR OTHER CLAIMS THAT MAYBE ASSERTED AGAINST IT BY THE BANK HEREUNDER BEFORE JUDGMENT IS ENTERED, IT HEREBY FREELY ANDKNOWINGLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO THE BANK ENTERING JUDGMENTAGAINST IT BY CONFESSION PURSUANT TO THE TERMS THEREOF.**     **(b) EACH OF THE BORROWERS ALSO ACKNOWLEDGES AND AGREES THAT THE NOTE CONTAINS PROVISIONS UNDERWHICH THE BANK, TO THE EXTENT PERMITTED BY APPLICABLE LAW MAY, AFTER ENTRY OF JUDGMENT AND WITHOUTEITHER NOTICE OR A HEARING, ATTACH, LEVY OR OTHERWISE SEIZE PROPERTY OF THE BORROWERS IN FULL ORPARTIAL PAYMENT OF THE JUDGMENT, BEING FULLY AWARE OF ITS RIGHTS AFTER JUDGMENT IS ENTERED(INCLUDING, WITHOUT LIMITATION, THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT), EACH OF THEBORROWERS HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES ANDCONSENTS TO THE BANK’S TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE STATE AND FEDERALLAW WITHOUT PRIOR NOTICE TO IT.25. **Time is of the Essence****.**Time shall be of the strictest essence in the performance ofeach and every one of the Borrowers’ obligations hereunder including, without limitation, theobligations to make payments to the Bank, to furnish information to the Bank and to comply with allreporting information.26. **No Waiver of Rights under the Loan Documents****.**The Bank expressly reserves any and allrights and remedies available to it under this Amendment, the Loan Documents, any other agreementor at law or in equity or otherwise. No failure to exercise, or delay by the Bank in exercisingany right, power or privilege hereunder or under any of the Loan Documents shall preclude any otheror further exercise thereof, or the exercise of any other right, power or privilege. The rightsand remedies provided in this Amendment and the Loan Documents are cumulative and not exhaustive ofeach other or of any right or remedy provided by law or equity or otherwise. No notice to ordemand upon any Borrower in any instance shall, in itself, entitle any Borrower to constitute awaiver of any right of the Bank to take any other or further action in any circumstance withoutnotice or demand.27. **No Commitment****.**This Amendment is not intended as a commitment by the Bank to modifythe Loan Documents in any respect or otherwise, except to the extent expressly set forth herein,and the Bank hereby specifically confirms that it makes no such commitment and specifically advisesthat no action should be taken by any Borrower based upon any understanding that such a commitment exists or on any expectation that any such commitment will bemade in the future.28. **No Third Party Beneficiaries****.**This Amendment is made for the sole benefit andprotection of the Bank and the Borrowers and their respective successors and permitted assigns. Byexecution of this Amendment, the Bank does not intend to assume and is not hereby
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assuming anyobligation to any third party. No third party shall be or shall be deemed a beneficiary of thisAmendment.29. **Marshalling; Payments Set Aside****.**The Bank shall not be under any obligation tomarshall any assets in favor of any Borrower or any other person or against or in payment of any orall of the Obligations. To the extent that a payment or payments are made to the Bank or the Bankenforces any of its liens, and such payment or payments or the proceeds of such enforcement or anypart thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside,recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to theBorrowers, or any of them, a trustee, receiver or any other person under any law including, withoutlimitation, any bankruptcy law, state or federal law, common law or equitable cause, then to theextent of any such restoration, the obligation or part thereof and any lien relating theretooriginally intended to be satisfied shall be revived and continued in full force and effect as ifsuch payment had not been made or such enforcement had not occurred.30. **Voluntary Agreement****.**Each of the Borrowers represents and warrants that it isrepresented by legal counsel of its choice and that it has consulted with counsel regarding thisAmendment, that it is fully aware of the terms contained herein and that it has voluntarily andwithout coercion or duress of any kind entered into this Amendment.31. **Severability****.**In case any one or more of the provisions of this Amendment should beinvalid, illegal or unenforceable in any respect, the validity, legality and enforceability of theremaining provisions contained herein shall not in any way be affected or impaired thereby, andsuch invalid, illegal or unenforceable provision shall be deemed modified to the extent necessaryto render it valid while most nearly preserving its original intent.32. **Counterparts****.**This Amendment may be executed in one or more counterparts, each ofwhich shall be deemed to be an original but all of which together shall constitute one and the sameinstrument.33. **Binding Agreement****.**This Amendment shall be binding upon and shall inure to the benefitof the Borrowers and the Bank and their respective heirs, successors and assigns; provided,however, that the Borrowers may not assign any of their rights or duties hereunder withoutthe prior written consent of the Bank.[SIGNATURES APPEAR ON THE NEXT PAGE.]
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     **WITNESS**the due execution hereof with the intent to be legally bound.           ATTEST:   **PDG ENVIRONMENTAL, INC.**             By:     By: /s/ John C. Regan                        ATTEST:   **PROJECT DEVELOPMENT GROUP, INC.**             By:     By: /s/ John C. Regan                        ATTEST:   **ENVIRO-TECH ABATEMENT SERVICES, CO.**             By:     By: /s/ John C. Regan                        ATTEST:   **PDG, INC.**             By:     By: /s/ John C. Regan                        ATTEST:   **FLAGSHIP RESTORATION, INC.**  
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           By:     By: /s/ John C. Regan                        ATTEST:   **SERVESTEC, INC**.             By:     By: /s/ John C. Regan                        ATTEST:   **THE HUNTINGTON NATIONAL BANK**             By:     By: /s/ Richard M. Collins                        Richard M. Collins, Vice President  
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