THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

EXHIBIT 10.8.2

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

      THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is made and entered into as of September 2, 2008 (“ Amendment ”) by and among PDG Environmental, Inc., a Delaware corporation (“Parent”), Project Development Group, Inc., a Pennsylvania corporation (“Project”), Enviro-Tech Abatement Services, Co., a North Carolina corporation (“Enviro-Tech”), and PDG, Inc., a Pennsylvania corporation (“PDG”), (Parent, Project, Enviro-Tech and PDG collectively, the “Initial Borrowers”), Flagship Restoration, Inc., a Delaware corporation (“Flagship”), and Servestec, Inc., a Florida corporation (Initial Borrowers, Flagship and Servestec, collectively, the “ Borrowers ”) and The Huntington National Bank, successor in interest to Sky Bank (“ Bank ”).

      WHEREAS, the Bank has provided certain loans to Borrowers pursuant to the terms of a an Amended and Restated Credit Agreement dated as of June 9, 2006, as amended by a Waiver and First Amendment to Amended and Restated Loan Agreement dated as of May 15, 2007, and Second Amendment to Amended and Restated Loan Agreement dated as of July 31, 2007 between the Borrowers and the Bank (together with all prior and future amendments, extensions, modifications and restatements thereof, the “ Credit Agreement ”); and

      WHEREAS, the loans made in accordance with the Credit Agreement (“ Loans ”) are evidenced by (i) the Facility A Note in the original principal amount of $400,000, (ii) the Facility D Note in the maximum aggregate amount of $15,000,000, and (iii) the Facility F Loans in the original principal amount of $400,000 executed by Borrowers in favor of the Bank; and

      WHEREAS, the indebtedness and obligations evidenced by the Notes are secured by, among other things, Borrowers’ accounts, accounts receivable, the proceeds and products of the foregoing, and all other property identified in the Security Agreements executed by Borrowers in favor of the Bank (together with all prior and future amendments, extensions, modifications and restatements thereof, collectively the “ Security Agreements ”) and Borrowers’ real property and all other property identified in the Open-End Mortgage and Security Agreement executed by Project in favor of the Bank (together with all prior and future amendments, extensions, modifications and restatements thereof, collectively, the “Mortgage”); and

      WHEREAS, the Credit Agreement, the Notes, the Security Agreements, the Mortgage and this Amendment, and any and all other documents, agreements, and instruments entered into in connection with any of the foregoing are collectively referred to as the “ Loan Documents ”; and

      WHEREAS, the Borrowers have requested the Bank to amend certain provisions of the Loan Documents, including the Facility D Expiry Date, as defined in the Credit Agreement; and

      WHEREAS, the Bank is willing to amend certain provisions of the Loan Documents subject to the terms and conditions set forth in this Amendment; and

      NOW THEREFORE, the parties hereto for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, covenant and agree as follows:

1.  Affirmation of Recitals . The recitals set forth above are true and correct and incorporated herein by reference.

2.  Definitions . All capitalized terms used herein, but not otherwise defined, shall have the meaning ascribed to such terms in the Loan Documents.

3.  Amendments to Certain Definitions in Section 1.01 of the Credit Agreement . Effective from and after the date hereof, the following provisions of Section 1.01 of the Credit Agreement shall be amended as follows:

        (v) Subsection (b) of the definition of “Qualified Accounts” in Section 1.01 of the Credit Agreement is hereby amended and restated as follows:

          “(b) The account arose from the performance of services or an outright sale of goods by such Borrower in the ordinary course of such Borrower’s business and such goods have been shipped, or services provided, to the account debtor and such Borrower has possession of, or has delivered to Bank, in the case of goods, shipping and delivery receipts evidencing such shipment. For the avoidance of doubt, in no event shall billings for work not yet performed in full by such Borrower nor any amount of retention or retainage more than sixty (60) days from the invoice date thereof, be considered a “Qualified Account.”

          “(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 further security 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 include Bonded Receivables; provided further, however, that in no event shall Bonded Receivables at any time exceed the then Maximum Bonded Receivables.”

          “(g) The account does not arise with respect to any one project of an account debtor from which more than 15% of accounts are more than ninety (90) days from the due date thereof or one hundred twenty (120) days from the date of the invoice therefor; provided, however, that in the event that Borrowers provide evidence acceptable to the Bank, in its sole discretion, that any accounts 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 this Agreement) have been paid prior to the date of the Borrowing Base Certificate (“Subsequently Paid Accounts”), then such Subsequently Paid Accounts may be included in such

Borrowing Base Certificate as Qualified Accounts, subject to the other terms and conditions of this Agreement.”

          “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 availability under 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 gross amount of Qualified Accounts (the lesser of the amounts described in clauses (i) and (ii) of this sentence is sometimes referred to in this Agreement as the “Borrowing Base”): provided, however that in no event shall the Borrowing Base exceed sixty percent (60%) of Borrowers’ total accounts receivable 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 of the Facility D Loan, (i) for the period commencing on the Third Amendment Date and continuing through and including June 29, 2009, shall bear interest at the rate per annum equal to the Prime Rate plus one and one-half percent (1.5%), and (ii) for the period commencing June 30, 2009 and continuing through and including the Facility D Expiry Date, shall bear interest at a rate per annum equal to the Prime Rate plus two percent (2%). The aggregate outstanding principal balance of the Facility F Loans shall bear interest at a rate per annum equal to seven and twenty-five hundredths percent (7.25%)”

6. Amendment to Section 2.08 of the Credit Agreement . Section 2.08 of the Credit Agreement shall be amended and restated as follows:

          “Borrowers shall pay to Bank a commitment fee for Facility D payable in advance on the Third Amendment Date of $75,000 (the “Commitment Fee”). On June 30, 2009 and on each June 30 thereafter but excluding the Facility D Expiry Date, Borrowers shall pay the Bank a commitment fee in advance in 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 Rate Incentive 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 Service Coverage Ratio at the end of each fiscal quarter beginning with the fiscal quarter ended October 31, 2008 is equal to or greater than 1.5 to 1.0, then, during the subsequent fiscal

quarter (and only the subsequent fiscal quarter unless the foregoing condition is satisfied again), interest rate 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 less than the Prime Rate plus one percent (1%) per annum.”

8. Amendment to Section 5.01 of the Credit Agreement .

               “(e) Borrowing Base Certificates and Other Reports . Borrowers shall furnish to Bank a Borrowing Base Certificate within fifteen (15) days after the end of each calendar month. In addition, within fifteen (15) days after the end of each calendar month, Borrowers will deliver to Bank a schedule of all of their accounts receivable, identifying all accounts, and the aging thereof by open invoice for each project of each Borrower (the “Accounts Aging Report”), and the aging thereof by open invoice for each customer of each Borrower, and such other reports concerning the accounts receivable as Bank shall require, all certified as to accuracy by the President or any Vice President of Parent and all in such form as Bank shall require. Borrowers shall also promptly provide Bank with all information requested by Bank with respect to any account debtor. In addition, within thirty (30) days after the end of each calendar month, Borrowers shall provide Bank with a schedule of accounts payable and monthly back-log reports and monthly job status reports, including an explanation of any significant variances, all certified as to accuracy by the appropriate officer of Parent and all in such form as Bank shall require.”

          “(k)  Redemption Pro Formas and Compliance Certificates:

          On or before April 30, 2009, Parent shall deliver to Bank a pro forma calculating the redemption payment to be made on June 30, 2009 on account of the Series C Preferred Stock or any other capital stock of Parent, together with a compliance certificate executed by the President or any Vice President of Borrowers, stating that no Event of Default or Potential Default exists or will exist after the making of the projected redemption payment, and that the Borrowers ar