Amendment to Registration of Securities (General Form) — Form 10 Filing Table of Contents
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1: 10-12G/A Amendment to Registration of Securities (General HTML 2.12M
Form)
3: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 17K
2: EX-10.15 Material Contract HTML 17K
Mr. Mark Alsentzer
Pure Earth, Inc.
One Neshaminy Interplex
Suite 201 Trevose, Pa.19053
Re: Pure Earth Materials (NJ), Inc.
1000 Page Avenue
Lyndhurst, New Jersey
Memorandum of Understanding
Lease Amendment
Dear Mark:
This Memorandum of Understanding shall serve as the basis for amending the current lease in effect
for the property and facility known as 1000 Page Avenue, Lyndhurst, New Jersey by and between Pure
Earth Materials (NJ), Inc and Red Rock Land Development, LLC. The below listed points were
discussed at a meeting held on July 22, 2008 in the offices of Red Rock Land Development, LLC with
Mr. Mark Alsentzer, Mr. Joe Kotrosits, Mr. Nick Paniccia, Mr. Frank Weidner and Mr. Marshall
Goldstein and as amended on August 05, 2008 and 09 September 2008 due to certain unforeseeable
circumstances arising shortly after the meeting of July 22, 2008.
The following points were discussed and agreed to by the principals of each organization in
attendance. Once both parties, indicating approval, execute the Memorandum of Understanding, the
current Lease Agreement shall be so amended to reflect the agreed to items.
ZONING: It shall be verified by both parties that current Zoning Certifications and Approvals from
governmental authorities having jurisdiction continue in effect with the contemplated modifications
to the crushing operation. Any and all approvals required by either the New Jersey Meadowlands
Commission or the Township of Lyndhurst shall be the responsibility of Pure Earth Materials (NJ),
Inc to obtain. Redrock Land Development shall assist Pure Earth Materials, Inc. in an expeditious
manner when requested to do so by Pure Earth Materials, Inc. in obtaining any zoning approvals,
permits, etc. that may be currently required. This paragraph is intended to address only zoning
codes currently in effect and should not apply to any major infrastructure improvements that would
be required by a change to the zoning codes.
RED ROCK LAND DEVELOPMENT, LLC.
PREMISES:
+/- 3 acres referred to as the “Back Lot”, as further identified on Exhibit SP-1.
Area known as the Class “B” recycling facility, as further identified on Exhibit SP-2.
Second floor office area as delineated on the attached plan, referred to as Exhibit F-1.
RENT: Twenty Five Thousand Dollars per month (Three Hundred Thousand Dollars on an annual basis)
plus CAM Charges, pro-rata utility charges for the office space (yard utilities are the
responsibility of PEMI), trash removal costs and pro-rata share of Real Estate taxes and any
governmental assessments that may be imposed, for all designated land and building space as
indicated on the attached plan. In addition Rent for the land referred to as the “Back Lot” shall
be Four thousand Dollars per month plus any escalations that Red Rock Land Development, LLC may
receive from the property owner. Upon execution of this Memorandum of Understanding, the Lessee
shall immediately forward a check for one and one half’s months rent as security deposit to the
Lessor. The amount is Thirty Seven Thousand, five Hundred Dollars and No Cents.
LEASE TERM: Two years with five — two year options.
EFFECTIVE DATE: Date that PEMI’s new Grand Rapids crusher is set up and available for operation,
but in no event later than October 01, 2008.
MISCELLANEOUS: Red Rock Land Development shall put forth its best efforts to maintain the lease on
the “Back Lot” with ACA Realty. In the event that Red Rock Land Development LLC is not able to
maintain the lease in effect with ACA Realty, RRLD will not interfere with PEMI leasing the parcel
directly from the property owner. In addition Red Rock Land Development will assist PEMI with
negotiations with ACA Realty in PEMI’s pursuit of a direct lease agreement.
In addition the actual truck scale and scale house are not to be considered leasehold improvements
for the purposes of this lease agreement. The Lessee shall, upon the termination of this lease
remove all the improvements associated with the truck scale facility.
OUTSTANDING RENT ISSUES: Agreed that the $66,000.00 currently being held as security shall be
accepted as rent and additional rent as defined by the lease for the period from June 01, 2008 to
the date the amended lease becomes effective, however in no event shall that date be any later than
September 15, 2008.
Miscellaneous invoices for when Red Rock Land Development LLC furnished labor, etc to PEMI shall be
paid immediately.
RED ROCK LAND DEVELOPMENT, LLC.
Within fifteen business days of execution of this Memorandum of Understanding the amended lease
shall be executed by both parties.
Immediately upon execution of this Memorandum of Understanding Pure Earth Materials (NJ), Inc.
shall begin the process of terminating the lawsuit that was initiated by Pure Earth Materials (NJ),
Inc. against Red Rock Land Development, LLC. And within five business days shall furnish evidence
that such required documents to accomplish this have been filed with the court.
Mark, should the above be in accordance with your understanding of our verbal agreement please sign
below in the space provided indicating your approval and acceptance of the proposed revised terms
and send the letter back for Frank’s signature. We shall then send back a fully executed
Memorandum of Understanding for your files and commence the preparation of the lease amendment.
Please call to discuss any discrepancies or errors.
Thank you for your good faith negotiations and we look forward to a long mutually rewarding
association of both of our companies.
