PDG ENVIRONMENTAL INC
EX-10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>j1460701exv10w1.txt
<DESCRIPTION>EX-10.1
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.1

         TENTH MODIFICATION OF OPEN-END MORTGAGE AND SECURITY AGREEMENT


                This TENTH Modification of Open-End Mortgage and Security
Agreement is made as of the 22nd day of June, 2005, by and between PROJECT
DEVELOPMENT GROUP, INC., a Pennsylvania corporation, with an address of 1386
Beulah Road, Building 801, Pittsburgh, Pennsylvania 15235 (hereinafter called
"MORTGAGOR") and SKY BANK, an Ohio banking institution, having an office at 101
East Washington Street, New Castle, Pennsylvania 16101 (hereinafter called
"MORTGAGEE").

                                WITNESSETH THAT:

                WHEREAS, Mortgagor, PDG Environmental, Inc., Enviro-Tech
Abatement Services, Co. and PDG, Inc. (collectively, "BORROWERS") and Mortgagee
entered into that certain Loan Agreement dated as of August 3, 2000, as amended
by that certain Amendment to Loan Agreement dated as of June 14, 2001, that
certain Second Amendment to Loan Agreement dated as of May 6, 2002, that certain
Third Amendment to Loan Agreement dated as of August 30, 2002, that certain
Fourth Amendment to Loan Agreement dated as of December 31, 2002, that certain
Fifth Amendment to Loan Agreement dated as of February 28, 2003, that certain
Sixth Amendment to Loan Agreement dated as of July 22, 2003, that certain
Seventh Amendment to Loan Agreement dated as of January 28, 2004, that certain
Eighth Amendment to Loan Agreement dated July 8, 2004, that certain Ninth
Amendment to Loan Agreement dated November 3, 2004 and that certain Tenth
Amendment to Loan Agreement dated December 21, 2004, as further amended by
letter agreement dated June 13, 2005 (collectively, the "CREDIT AGREEMENT"),
pursuant to which Mortgagee agreed to make loans and credit accommodations to
Borrowers (collectively, the "LOANS"); and

                WHEREAS, in accordance with the provisions of the Credit
Agreement, Mortgagor executed that certain Open-End Mortgage and Security
Agreement in favor of Mortgagee dated August 3, 2000 and recorded on August 9,
2000 in the Office of the Recorder of Deeds of Westmoreland County, Pennsylvania
at Mortgage Book Volume 4944, Page 266, as modified by that certain Modification
of Open-End Mortgage and Security Agreement dated June 14, 2001 and recorded on
July 17, 2001 in the Office of the Recorder of Deeds of Westmoreland County,
Pennsylvania at Instrument No. 200107030034685, that certain Second Modification
of Open End Mortgage dated May 6, 2002 and recorded May 13, 2002 in the Office
of the Recorder of Deeds of Westmoreland County, Pennsylvania at Instrument No.
200205130032431, that certain Third Modification of Open End Mortgage and
Security Agreement dated as of August 30, 2002 and recorded September 30, 2002
in the Office of the Recorder of Deeds of Westmoreland County, Pennsylvania at
Instrument No. 200209300062822, that certain Fourth Modification of Open End
Mortgage and Security Agreement dated as of February 28, 2003 and recorded March
13, 2003 in the Office of the Recorder of Deeds of Westmoreland County,
Pennsylvania at Instrument No. 200303130019873, that certain Fifth Modification
of Open End Mortgage and Security Agreement dated as of July 22, 2003, and
recorded August 8, 2003 in the Recorder of



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Deeds of Westmoreland County, Pennsylvania at Instrument No. 200308080064445,
that certain Sixth Modification of Open End Mortgage and Security Agreement
dated as of January 28, 2004 and recorded February 12, 2004 in the Recorder of
Deeds of Westmoreland County, Pennsylvania at Instrument No. 200402120008111,
that certain Seventh Modification of Open End Mortgage and Security Agreement
dated as of July 8, 2004 and recorded July 21, 2004 in the Recorder of Deeds of
Westmoreland County, Pennsylvania at Instrument No. 200407210043970, that
certain Eighth Modification of Open End Mortgage and Security Agreement dated as
of November 3, 2004 and recorded November 8, 2004 in the Recorder of Deeds of
Westmoreland County, Pennsylvania at Instrument No. 200411080066060 and that
certain Ninth Modification of Open End Mortgage and Security Agreement dated as
of December 21, 2004 and recorded December 29, 2004 in the Recorder of Deeds of
Westmoreland County, Pennsylvania at Instrument No. 200412290075990
(collectively, the "MORTGAGE") granting a mortgage lien to Mortgagee on that
certain property and improvements located thereon which is described on Exhibit
"A" thereto, in order to secure the payment of the principal of and interest on,
inter alia, the Loans; and

                WHEREAS, Mortgagor and Mortgagee desire to amend the Mortgage to
reflect, among other things, the amendment of the Credit Agreement by that
certain Eleventh Amendment to Loan Agreement dated the date hereof (the
"AMENDMENT") pursuant to which Mortgagee has, inter alia, agreed to make a new
Facility F Loan (as defined in the Credit Amendment) to Borrowers in an amount
not to exceed $400,000, such loan evidenced by the Facility F Note dated as of
the date hereof from Borrowers to Mortgagee (the "FACILITY F NOTE"). The Credit
Agreement as amended by the Eleventh Amendment shall be referred to herein as
the "AGREEMENT".

                NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:

                1. The definition of "Debt" contained in the fourth (4th)
"Whereas" clause of the Mortgage shall include in addition to all other items of
"Debt" set forth therein, all advances made by Mortgagee to Mortgagor under the
Facility F Loan (as created by the Amendment), and the definition of "Note" or
"Notes" shall include, without limitation, the Facility F Note.

                2. The Mortgage as amended hereby is given for the purpose of
securing the Debt, as described above, and loan advances which Mortgagee may
make to Mortgagor pursuant and subject to the terms and provisions of the
Agreement, which Agreement is incorporated herein and made a part hereof by this
reference. The parties hereto intend that, in addition to any other obligations
secured hereby, the Mortgage as amended hereby shall secure unpaid balances of
loan advances made after this Modification of Mortgage is delivered to the
Recorder of Deeds of Westmoreland County, Pennsylvania for record, whether made
pursuant to an obligation of Mortgagee or otherwise.

                3. All references in the Mortgage to "Agreement" shall refer
to the Agreement as described herein.


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                4. The recitals set forth above at the beginning of this Tenth
Modification to Open-End Mortgage and Security Agreement are hereby fully
incorporated by reference.

                5. Except as expressly amended hereby, all of the terms,
provisions and conditions of the Mortgage shall remain in full force and effect
and shall be applicable hereto and are incorporated herein by reference thereto
and made a part hereof.

                IN WITNESS WHEREOF, the Mortgagor and the Mortgagee have
executed this Tenth Modification of Mortgage as of the day and year first above
written.


WITNESS:                                PROJECT DEVELOPMENT GROUP, INC.


/s/ Regis O'Hara                        By:  /s/ John C. Regan
--------------------------                   -------------------------
                                             John C. Regan, President


WITNESS:                                SKY BANK


                                        By:  /s/ Douglas K. Pyle
--------------------------                   -------------------------
                                             Douglas K. Pyle
                                             Vice Presiden


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