SUMMIT BANK

                               GUARANTY AGREEMENT



GUARANTY  AGREEMENT to SUMMIT BANK ("BANK") from Menlo  Acquisition  Corporation
("GUARANTOR"), dated as set forth.

1.       DEFINITIONS
         The terms set forth below shall be defined as follows:
         1.1      "Date of Guaranty Agreement" is: August 14, 2000.
         1.2      "Borrower"  means jointly and severally:  Environmental  Waste
                  Management Associates,  L.L.C., a New Jersey limited liability
                  company;  Integrated  Analytical  Laboratories,  L.L.C., a New
                  Jersey  limited   liability   company;   Environmental   Waste
                  Management  Associates,  Inc., a New Jersey  corporation;  and
                  Integrated  Analytical   Laboratories,   Inc.,  a  New  Jersey
                  corporation.
         1.3      "Borrower's  Address"  is:  100 Misty  Lane,  Parsippany,  New
                  Jersey 07054 as to Environmental Waste Management  Associates,
                  L.L.C.;   Integrated  Analytical  Laboratories,   L.L.C.;  and
                  Environmental  Waste  Management  Associates,  Inc.;  and  273
                  Franklin  Road,  Randolph,  New Jersey 07869 as to  Integrated
                  Analytical Laboratories, Inc.
         1.4      "Bank's Address" is: 210 Main Street, Hackensack, New Jersey
                  07601.
         1.5      "Guarantor" means: Menlo Acquisition Corporation, a
                  corporation.
         1.6      "Guarantor's Address" is: 100 Misty Lane, Parsippany, New
                  Jersey 07054.
         1.7      "Collateral" means all property,  assets or rights that secure
                  the payment of the Obligations,  whether now owned or existing
                  or hereafter created or acquired and cash and noncash proceeds
                  thereof.
         1.8      "Event of Default" means each and every event specified in
                  Section 7 of this Guaranty Agreement.
         1.9      "Obligations"   means  all   indebtedness,   obligations   and
                  liabilities of Borrower to Bank of every kind and description,
                  direct or indirect,  secured or  unsecured,  joint or several,
                  absolute or  contingent,  due or to become due,  including any
                  overdrafts,  whether for payment or performance,  now existing
                  or hereafter arising,  whether presently  contemplated or not,
                  regardless  of how the  same  arise,  or by  what  instrument,
                  agreement or book account  they may be  evidenced,  or whether
                  evidenced  by  any  instrument,  agreement  or  book  account,
                  including, but not limited to all loans (including any loan by
                  modification,   renewal  or   extension),   all   indebtedness
                  including any arising from any  derivative  transactions,  all
                  undertakings  to take or refrain  from taking any action,  all
                  indebtedness,  liabilities or obligations  owing from Borrower
                  to  others   which  Bank  may  have   obtained  by   purchase,
                  negotiation,   discount,  assignment  or  otherwise,  and  all
                  interest,  taxes, fees, charges, expenses and attorney's fees,
                  (whether or not such attorney is a regularly salaried employee
                  of Bank, any parent corporation or any subsidiary or affiliate
                  thereof, whether now existing or hereafter created) chargeable
                  to Borrower or incurred by Bank under this Guaranty Agreement,
                  or any other  document or  instrument  delivered in connection
                  herewith and therewith.

         To the extent not defined in Section 1,  unless the  context  otherwise
         requires,  all other terms  contained in this Guaranty  Agreement shall
         have the meanings  attributed to them by the Uniform Commercial Code in
         force in the State of New Jersey as of the Date of Guaranty  Agreement,
         to the extent that same are used or defined therein.

         To the extent not defined in Section 1,  unless the  context  otherwise
         requires,  all  other  accounting  terms  contained  in  this  Guaranty
         Agreement  shall  have  the  meaning  attributed  to them by  Generally
         Accepted Accounting Principles as of the Date of Guaranty Agreement, to
         the extent that same are used or defined therein.

2.       GUARANTOR'S OBLIGATIONS AND DUTIES
         As an inducement to Bank to extend credit  herewith to Borrower,  or in
         the future extend credit to Borrower  and/or as security for payment of
         the current  Obligations  of Borrower  or any  Obligations  incurred by
         Borrower in the future, Guarantor hereby absolutely and unconditionally
         guarantees to Bank all  Obligations of Borrower to Bank as and when due
         whether by maturity or acceleration. Guarantor hereby acknowledges that
         Bank intends to rely on this Guaranty Agreement.
===============================================================================
         SECURITY
         As  security  for  this  Guaranty  Agreement,   or  any  modifications,
         extensions and/or renewals, Guarantor grants to Bank a lien on,
         a  continuing  security  interest in, and a right to set-off at any
         time, without notice, all property and deposit accounts at or under the
         control of or in transit to Bank which belong to Guarantor.
===============================================================================
3.       OBLIGATIONS AND DUTIES UNAFFECTED
         Guarantor hereby agrees and acknowledges  that in one or more instances
         and from time to time  before,  during or after the  occurrence  of any
         Event of Default or any notice of termination  hereof,  with or without
         notice to or further  assent  from  Guarantor:  (3.1) any  contract  or
         agreement to which  Borrower is a party may be modified,  supplemented,
         renewed,  extended,  amended,  terminated or compromised in any manner;
         (3.2) any  Collateral  at any time held by or available to Bank for all
         or any part of the  Obligations  or any security at any time held by or
         available  to Bank  may be sold,  transferred  or  otherwise  disposed,
         exchanged, surrendered,  compromised or released; (3.3) all or any part
         of  the  Obligations  may  be  changed,  altered,  renewed,   extended,
         continued, surrendered,  compromised, waived, terminated or released in
         whole or in part,  or any default with respect  thereto  waived;  (3.4)
         Bank may refrain from setting off and may release, in whole or in part,
         any deposit  account or credit on its books in favor of  Borrower;  and
         (3.5)  Bank may  extend  further  credit in any  manner  whatsoever  to
         Borrower,  generally  deal with Borrower or any Collateral as Bank may,
         in its sole and absolute discretion, determine.
         Guarantor  agrees that  notwithstanding  any of the foregoing  actions,
         Guarantor  shall remain bound under this  Guaranty  Agreement  and that
         Guarantor's obligations hereunder shall not be affected by the recovery
         of any judgment  against any Borrower or any action to enforce the same
         or any other circumstance  which might otherwise  constitute a legal or
         equitable discharge or defense of Guarantor. Guarantor agrees that this
         Guaranty  Agreement  shall remain in full force and effect and will not
         be discharged except by the complete payment and/or  performance of the
         Obligations  in  accordance  with  their  respective  terms  and of the
         agreements  and  covenants of  Guarantor  contained  herein.  Guarantor
         further agrees that the invalidity, irregularity or unenforceability of
         all or any part of the Loan Documents shall not affect,  impair or be a
         defense  to  this  Guaranty  Agreement  or  affect  in any  manner  the
         liability  of  Guarantor  hereunder.  If Bank  receives  any payment or
         payments on account of the Obligations guaranteed hereby, which payment
         or payments of any part thereof are subsequently invalidated,  declared
         to be  fraudulent  or  preferential,  set aside  and/or  required to be
         repaid to a trustee,  receiver or any other party under any  bankruptcy
         act or code,  state or Federal law,  common law or equitable  doctrine,
         then to the extent of any sum not finally retained by Bank,  Guarantor,
         notwithstanding  any revocation  hereof or the cancellation of any Note
         or other instrument evidencing any Obligation of Borrower, shall be and
         remain liable to Bank for the amount so repaid to the same extent as if
         such amount had never been originally  received by Bank. If any action,
         proceeding  or claim  seeking  repayment  is pending or, in Bank's sole
         judgment,  threatened, this Guaranty and any security interest therefor
         shall  remain  in  full  force  and  effect  notwithstanding  that  any
         Obligations may or may not then be due.

4.       WAIVER
         4.1      This  is a  guaranty  of  payment  and not of  collection  and
                  Guarantor  expressly  waives  any  right to  require  that any
                  action be brought  against  Borrower or to require that resort
                  be had to any Collateral, any other Obligor on the obligations
                  or to any  deposit  account  or to any  credit on the books of
                  Bank in favor of  Borrower  or to any  other  right or  remedy
                  which may be available to Bank under any theory of  marshaling
                  of assets or otherwise.
         4.2      Guarantor hereby further expressly waives:
                  4.2.1    Notice of the  acceptance of this Guaranty  Agreement
                           and of  extensions  of credit or any other  financial
                           accommodation by Bank to Borrower;
                  4.2.2    Presentment and demand for payment of any of the
                           Obligations;
                  4.2.3    Protest   and  notice  of   dishonor  or  default  to
                           Guarantor  or to any  other  person  or  entity  with
                           respect to any of the Obligations;
                  4.2.4    Any demand for payment under this Guaranty Agreement;
                  4.2.5    Any right to interpose any  counterclaim,  set off or
                           defense of every kind and description now existing or
                           hereafter  arising  which  Guarantor may have against
                           Bank or any Obligor; and
                  4.2.6    Any defenses available to a surety or guarantor under
                           the laws of New Jersey including, without limitation,
                           the   following:
                           4.2.6.1  Any  defense  based  upon impairment   of
                                    the   rights   of    reimbursement,
                                    restitution and/or  subrogation;
                           4.2.6.2  Any defense based upon a delay in the
                                    exercising or waiver of, or forbearance of,
                                    any right or remedy available to Bank;
                           4.2.6.3  Any  defense   based  upon   impairment   of
                                    collateral including, but not limited to (i)
                                    failure  of  Bank  to  obtain  or   maintain
                                    perfection  or  recordation  of the security
                                    interest in any Collateral,  (ii) release by
                                    Bank  of any  Collateral  without  requiring
                                    substitution  of  collateral of equal value,
                                    or (iii)  failure  of Bank to perform a duty
                                    to preserve the value of any Collateral.

5.       REPRESENTATIONS AND WARRANTIES
         5.1      Guarantor   represents   and   warrants  to  Bank,   and  such
                  representations  and warranties shall be continuing so long as
                  any  Obligations  shall remain  outstanding as follows:
                  5.1.1    Guarantor  has the power and  authority to own the
                           Collateral pledged by Guarantor, to enter into and
                           perform the Guaranty and any other Loan Documents to
                           which it is a party and to incur its obligations
                           hereunder. If a corporation,  Guarantor has been duly
                           incorporated and organized and is validly existing
                           as a corporation in good standing under the laws of
                           its jurisdiction of incorporation and is duly quali-
                           fied as a foreign corporation in those jurisdictions
                           where the conduct of its  business or the  ownership
                           of its properties  requires  qualification. If  a
                           limited liability company, Guarantor has been duly
                           formed and organized as a  limited  liability company
                           in good standing  under the laws of  its jurisdiction
                           of formation and is duly qualified as a foreign
                           limited liability  company in those  jurisdictions
                           where the conduct of  its  business or the ownership
                           o its properties requires qualification. If a
                           partnership or a limited partnership, Guarantor has
                           been validly formed, is validly existing as a
                           partnership in good standing  under  the  laws of its
                           jurisdiction,  is legally authorized to transact
                           business in New Jersey and in those  jurisdictions
                           where the conduct of its business  or  ownership  of
                           its  properties  requires qualification,  is not
                           incorporated,  and has  never changed its name or
                           used any other name and has filed all  trade   name
                           certificates   as   required   or appropriate.  If
                           a  proprietorship,   Guarantor  is validly existing,
                           is legally  authorized to transact business  in New
                           Jersey  and in those  jurisdictions where the conduct
                           of its business or ownership of its properties
                           requires    qualification, is  not incorporated,  has
                           never changed its name or used any other name and has
                           filed all  tradename  certificates as required or
                           appropriate  and Guarantor is the sole owner of the
                           business.

                  5.1.2    Guarantor has not changed its name, form, identity or
                           structure,  been the surviving  entity in a merger or
                           acquired any  business;  or (if Equipment is included
                           as   Collateral),   changed   the   location  of  the
                           Equipment;   or  (if   Inventory   is   included   as
                           Collateral),  changed  the  location  of  any  of the
                           Inventory;   or  (if   Receivables   and/or   General
                           Intangibles are included as Collateral),  changed the
                           location of its place of business or chief  executive
                           office or the  location of its records  with  respect
                           thereto or the location of any returns of Inventory.
                  5.1.3    This  Agreement and any other Loan Documents to which
                           it is a party  constitute  valid and legally  binding
                           obligations of Guarantor and are enforceable  against
                           Guarantor in accordance with their respective terms.
                  5.1.4    Guarantor has filed all Federal,  state and local tax
                           returns and other  reports it is required to file and
                           has paid or made  adequate  provision  for payment of
                           all such taxes,  assessments  and other  governmental
                           charges.
                  5.1.5    All property owned or utilized by Guarantor is in
                           compliance and will continue to be in compliance
                           with all requirements  of all applicable
                           environmental  laws,  including,  without limitation,
                           the Industrial Site Recovery Act f/k/a the
                           Environmental Cleanup  Responsibility Act (N.J.S.A.
                           13:1K-6 et seq., as amended) and the Spill
                           Compensation  and Control Act (N.J.S.A.  58:10-23.11
                           as amended) and a certain statute adopted by New
                           Jersey for  registration of underground  storage
                           tanks (N.J.S.A.  58:10A-21 et seq.);  the Hazardous
                           and Solid Waste Amendments of 1984 Pub.  L98-616
                           (42 U.S.C.  699 et seq., as amended) the Resource
                           Conservation and  Recovery  Act (42 U.S.C.  6901 et
                           seq.,  as  amended)  and the  Comprehensive
                           Environmental  Response, Compensation  and Liability
                           Act (42 U.S.C.  9601 et seq., as amended);  (all such
                           Federal,  state,  county, municipal  or other  laws,
                           ordinances  or  regulations  are  hereinafter
                           collectively  referred  to as the "Environmental
                           Laws").
                  5.1.6    Guarantor has good and marketable  title to all of
                           its properties and assets.  The execution and
                           performance of this  Agreement  and any loan
                           document to which it is a party will not violate or
                           result in a default or in the creation or imposition
                           of any lien or encumbrance  upon any of the assets of
                           Guarantor  (immediately, with the passage of time,
                           or with the giving of notice and the  passage of
                           time) under any other  contract, agreement, or
                           instrument to which Guarantor is a party or by which
                           Guarantor is bound,  nor will it result in the
                           acceleration  of any  obligation  under any mortgage,
                           lien,  lease,  franchise,  license,  permit,
                           agreement,  instrument, order, arbitration award,
                           judgment, or decree, or in the termination of any
                           license, franchise,  lease, or permit, to which
                           Guarantor is a party or by which it is bound; and it
                           will not violate or conflict with any other
                           restriction of any kind or character to which
                           Guarantor is subject.
                  5.1.7    There is no claim, loss, contingency,  litigation, or
                           proceeding  whether  or not  pending,  threatened  or
                           imminent  against or  otherwise  affecting  Guarantor
                           that  involves  the  possibility  of any  judgment or
                           liability  not fully covered by insurance or that may
                           result in a material  adverse change in the business,
                           properties,   prospects,   operation   or   condition
                           (financial or otherwise) of Guarantor.
                  5.1.8    Guarantor has complied with all applicable  statutes,
                           regulations,  ordinances,  court  decrees,  or  other
                           directives of the United  States of America,  and all
                           states, counties,  municipalities,  and agencies with
                           respect to the manufacture and sale of its goods, the
                           rendition of its  services  and/or the conduct of its
                           business.
                  5.1.9    Guarantor has heretofore  delivered to Bank current
                           financial  statements,  acceptable to Bank,  which
                           were prepared by independent  certified  public
                           accountants.  The financial  statements  were true,
                           correct and complete and were  prepared in
                           accordance  with  Generally  Accepted  Accounting
                           Principles,  consistently applied and present  fairly
                           the financial  position and results of operations of
                           Guarantor as of the date of and  for  the  period
                           involved.  The  financial  statements  make  full
                           and  adequate  provision  for  all obligations,
                           liabilities  and  commitments  (fixed  and
                           contingent)  of  Guarantor  as of the  date of the
                           financial  statements.  Since  the date of the
                           financial  statements,  there has been no  material
                           adverse change in the business, properties,prospects,
                           operation or condition (financial or otherwise) of
                           Guarantor.
                  5.1.10   With respect to each Employee Benefit Plan maintained
                           by Guarantor, no Prohibited Transaction or Reportable
                           Event  (as  defined  in  Title  IV  of  the  Employee
                           Retirement  Income  Security Act of 1974, as amended)
                           has  occurred  and is  continuing;  Guarantor  is not
                           subject  to thirty  (30) days  notice to the  Pension
                           Benefit  Guaranty  Corporation,  and  Guarantor  will
                           comply with the provisions of the Employee Retirement
                           Income  Security  Act of  1974,  as  amended  and the
                           Internal Revenue Code of 1986, as amended.
                  5.1.11   Guarantor is the owner of all  Collateral  pledged by
                           Guarantor  free and clear of all Security  Interests,
                           encumbrances  or liens,  except  liens which arise by
                           operation  of law  with  respect  to  obligations  of
                           Guarantor  which  are not yet  due and  payable;  and
                           Guarantor  will  defend such  Collateral  against all
                           claims and  demands of all persons or entities at any
                           time claiming an interest therein.
                  5.1.12   Guarantor is in compliance  with all  requirements of
                           the  Americans  With  Disabilities  Act of  1990,  42
                           U.S.C.  12101 et. seq.,  including but not limited to
                           those  regulations  promulgated by the  Architectural
                           and Transportation Barrier Compliance Board at 36 CFR
                           1191 et. seq., and by the Department of Justice at 28
                           CFR 36 et. seq.
                  5.1.13   Guarantor  is  not  a  "foreign  person"  within  the
                           meaning of ss.1445(f)(3) of the Internal Revenue Code
                           of  1986  as  amended   and  the   related   Treasury
                           Department    regulations,     including    temporary
                           regulations.


<PAGE>


                  5.1.14   The advent of the year 2000 shall not adversely
                           affect  Guarantor's  operations or the  performance
                           of its information  technology.  Without  limiting
                           the generality of the  foregoing,  (i) the hardware
                           and software utilized by Guarantor are designed to be
                           used prior to,  during,  and after calendar year 2000
                           A.D. and such hardware  and  software  will  operate
                           during each such time period  without  error
                           relating to date data, specifically  including any
                           error relating to, or the conduct of, date data,
                           which represents or references different centuries or
                           more than one century,  (ii) the hardware and
                           software utilized by Guarantor will not abnormally
                           end or provide invalid or incorrect  results as a
                           result of date data, and (iii) the hardware and
                           software  utilized by Guarantor  have been designed
                           to ensure year 2000 A.D.  compatibility,  including
                           date data,  century  recognition,  leap year,
                           calculations  which accommodate same century and
                           multicentury date values, and date data interface
                           values that reflect the century.

6.       COVENANTS
         6.1      During  such  times  as  this  Guaranty   Agreement  shall  be
                  effective, Guarantor agrees:(6.1.1) to deliver to Bank, within
                  ninety  (90) days  after the last day of each  fiscal  year of
                  Guarantor, a financial statement including a balance sheet and
                  statements  of  income,   retained  earnings  and  changes  in
                  financial position, each prepared in accordance with Generally
                  Accepted  Accounting  Principles   consistently  applied,  and
                  audited  by  an  independent   certified   public   accountant
                  satisfactory  to Bank;  (6.1.2)  to  deliver  to Bank,  within
                  forty-five  (45) days after the close of each  quarter of each
                  fiscal  year of  Guarantor,  financial  statements  similar to
                  those  required  under  the  preceding  clause,   prepared  by
                  Guarantor  and  certified  by the chief  financial  officer of
                  Guarantor;  (6.1.3) to promptly furnish Bank from time to time
                  with such additional  information in such form, concerning the
                  financial  condition  of  Guarantor,  as Bank  may  reasonably
                  request;  and (6.1.4) to promptly notify Bank of any condition
                  or  event  which  constitutes,  or would  constitute  with the
                  passage  of time or  giving  of  notice  or both,  an Event of
                  Default.
         6.2      Guarantor further agrees:  (6.2.1) that all of the present and
                  future  indebtedness  of  Borrower to  Guarantor  shall be and
                  hereby is  subordinated  to,  assigned and transferred to Bank
                  and  pledged  and  made   security  for  the  payment  of  the
                  Obligations; (6.2.2) that Guarantor contemporaneously herewith
                  and from time to time hereafter  shall on request execute such
                  further endorsements, assignments or other proper transfers as
                  Bank may request  further to evidence  the  assignment  hereby
                  agreed to and made; and (6.2.3) that Guarantor hereby appoints
                  Bank and any officer or agent of Bank the Guarantor's attorney
                  to demand and enforce  payment in any way of the  Obligations,
                  to prove all claims,  receive all  interest or  dividends  and
                  take  all  other  action,  either  in the  name  of Bank or of
                  Guarantor,  with respect to the Obligations in any liquidation
                  or  any  proceedings  whatsoever  affecting  Borrower  or  its
                  property  under any bankruptcy or other laws, now or hereafter
                  in effect for the relief of debtors,  and in general to do any
                  act or take any  action in regard  to said  Obligations  which
                  Guarantor might otherwise do.

7.       EVENTS OF DEFAULT AND ACCELERATION
         7.1      The  occurrence  of any one or more  of the  following  events
                  shall  constitute  an  Event  of  Default  hereunder:  (7.1.1)
                  failure  to  pay  any  principal,   interest  or  any  of  the
                  Obligations as and when due; (7.1.2) failure to pay or perform
                  any  Obligation of Borrower or any  obligation of Guarantor to
                  Bank,  whether by maturity or  acceleration,  set forth in the
                  Note  or any  Loan  Document  or in this  Guaranty  Agreement;
                  (7.1.3) any  representation or warranty made or deemed made by
                  Borrower or Guarantor  in the Note or in any Loan  Document or
                  in this  Guaranty  Agreement  or  which  is  contained  in any
                  certificate,  document,  opinion or other statement  furnished
                  now or at anytime  shall prove to be incorrect in any material
                  respect  on or as of the  date  made  or  deemed  to be  made;
                  (7.1.4) any change in  ownership  in Borrower or  Guarantor or
                  the death of Borrower or Guarantor  (if an  individual)  or of
                  any of  Borrower's  or  Guarantor's  key  employees (if not an
                  individual);  (7.1.5) a  proceeding  being filed or  commenced
                  against  any  Borrower  or  Guarantor   for   dissolution   or
                  liquidation;  or any  Borrower  or  Guarantor  voluntarily  or
                  involuntarily terminating or dissolving or being terminated or
                  dissolved;  (7.1.6)  insolvency of Borrower or  Guarantor;  or
                  Borrower  or  Guarantor  fails to pay its debts as they become
                  due  in the  ordinary  course  of  business;  or a  creditor's
                  committee  is  appointed  for  the  business  of  Borrower  or
                  Guarantor;  or Borrower or Guarantor  makes an assignment  for
                  the benefit of  creditors,  or a petition in bankruptcy or for
                  reorganization  or  to  effect  a  plan  of  arrangement  with
                  creditors  is filed by Borrower or  Guarantor;  or Borrower or
                  Guarantor applies for or permits the appointment of a receiver
                  or trustee for any or all of its  property,  assets or rights;
                  or any such receiver or trustee shall have been  appointed for
                  any or all of its  property,  assets or rights;  or any of the
                  above actions or  proceedings  whatsoever  are commenced by or
                  against any Borrower or  Guarantor;  (7.1.7) any  attachments,
                  liens or additional  Security  Interests being placed upon any
                  of the  Collateral;  (7.1.8)  acquisition  at any time or from
                  time  to  time  of  title  to the  whole  or any  part  of the
                  Collateral by any person, partnership,  corporation or limited
                  liability  company,  other  than any  Borrower  or  Guarantor;
                  (7.1.9) any final judgment,  order or decree rendered  against
                  Borrower or  Guarantor,  exceeding  $25,000.00  and  remaining
                  undischarged,  unstayed,  or outstanding  against  Borrower or
                  Guarantor  for a period  of thirty  (30)  days;  (7.1.10)  any
                  investigation undertaken by any governmental entity, or if any
                  indictment,  charge  or  proceeding  is  filed  or  commenced,
                  whether  criminal  or civil,  pursuant to Federal or state law
                  against any Borrower or Guarantor for which  forfeiture of the
                  property or assets of such Borrower or Guarantor is a penalty;
                  (7.1.11)  any  Reportable  Event  occurs  or if  any  Employee
                  Benefit Plan is  terminated or Bank  reasonably  believes such
                  plan  shall be  terminated  pursuant  to and as defined in the
                  Employee  Retirement  Income Security Act of 1974, as amended;
                  (7.1.12) Bank reasonably deems itself insecure; the occurrence
                  of a  material  adverse  change  in the  business,  prospects,
                  operation or condition (financial or otherwise) of Borrower or
                  Guarantor,  or a material adverse occurrence;  or (7.1.13) any
                  member of a Borrower or Guarantor that is a limited  liability
                  company resigns or any such member's interest terminates.


<PAGE>


         7.2      If an  Event  of  Default  shall  occur,  then or at any  time
                  thereafter,  while such Event of Default shall continue,  Bank
                  may declare all  Obligations,  regardless of their terms,  for
                  the  purpose of this  Guaranty  Agreement,  together  with all
                  obligations and duties of Guarantor  hereunder,  to be due and
                  payable.

8.       RIGHTS AND REMEDIES
         Bank shall have the following rights and remedies:
         8.1      Bank  and any  other  officer  or  agent  of  Bank  is  hereby
                  constituted and appointed as true and lawful  attorney-in-fact
                  of  Guarantor  with  power:
                  8.1.1    To  endorse  the  name  of Guarantor upon any
                           instrument  of payment  (including  payments made
                           under any policy of insurance)that may come into
                           possession  of Bank in full or part  payment  of any
                           amount owing to Bank;
                  8.1.2    To sign and  endorse  the  name of  Guarantor upon
                           any invoice,freight or express bill, bill of lading,
                           storage or warehouse receipt, drafts against account
                           debtors or other obligors;
                  8.1.3    To notify the post office  authorities  to change the
                           address  for  delivery  of  mail of  Guarantor  to an
                           address  designated by Bank and to receive,  open and
                           dispose of all mail addressed to Guarantor;
                  8.1.4    To sell,  assign,  sue  for,  collect  or  compromise
                           payment of all or any part of the  Collateral  in the
                           name of  Guarantor,  or in its own name,  or make any
                           other disposition of Collateral, or any part thereof,
                           which  disposition  may be for  cash,  credit  or any
                           combination thereof, and Bank may purchase all or any
                           part of the  Collateral at public or, if permitted by
                           law,  private sale,  and in lieu of actual payment of
                           such purchase  price,  may set-off the amount of such
                           price against the Obligations.
         8.2      Bank shall have a right to set-off, at any time without notice
                  to  Guarantor,  and as  collateral  security for this Guaranty
                  Agreement, is hereby granted a continuing lien on and Security
                  Interest in and to, any and all  deposits or other sums at any
                  time or  times  credited  by or due  from  Bank  to  Guarantor
                  whether in a special  account or other account or  represented
                  by a certificate  of deposit  (whether or not matured),  which
                  deposits  and  other  sums  shall  at  all  times   constitute
                  additional security for the Obligations and the obligations of
                  Guarantor under this Guaranty Agreement. Guarantor does hereby
                  authorize  Bank and any  other  member of  Summit  Bancorp  on
                  behalf of Bank to likewise setoff without  notice,  any or all
                  deposits or other sums on behalf of Bank,  hereby  granting to
                  all such members of Summit  Bancorp as necessary to effectuate
                  the foregoing,  a lien on and security interest in and to such
                  deposits or other sums.
         8.3      Bank shall have,  in addition to any other rights and remedies
                  contained herein, or in any document or instrument, all of the
                  rights and remedies under the Uniform Commercial Code in force
                  in  the  State  of  New  Jersey  as of the  Date  of  Guaranty
                  Agreement,  and all rights and remedies available at law or in
                  equity,  all of which rights and remedies shall be cumulative,
                  and nonexclusive, to the extent permitted by law.
         8.4      Any  notice  required  to be  given by Bank of a sale or other
                  disposition  or  other   intended   action  by  Bank  made  in
                  accordance  with  the  terms  herein  or in  any  document  or
                  instrument  at least  ten  (10)  days  prior to such  proposed
                  action,   shall  constitute  fair  and  reasonable  notice  to
                  Guarantor  of any such  action.  In the event  that any of the
                  Collateral is used in  conjunction  with any real estate,  the
                  sale of the Collateral in  conjunction  with and as one parcel
                  with any such real estate of Guarantor,  shall be deemed to be
                  a  commercially  reasonable  manner of sale.  The net proceeds
                  realized  by Bank  upon  any such  sale or other  disposition,
                  after   deduction  of  the  expenses  of  retaking,   holding,
                  preparing  for  sale,  selling  or  the  like  and  reasonable
                  attorneys' fees and any other expenses incurred by Bank, shall
                  be applied toward  satisfaction of the Obligations  hereunder.
                  Bank shall account to Guarantor for any surplus  realized upon
                  such sale or other  disposition  and  Guarantor  shall  remain
                  liable for any  deficiency.  The  commencement  of any action,
                  legal or equitable,  shall not affect the Security Interest of
                  Bank in the Collateral until the Obligations  hereunder or any
                  judgment therefor is fully paid.

9.       DURATION OF GUARANTY
         9.1      This Guaranty  Agreement  may be terminated  only as to future
                  transactions  and only as to such  Guarantors  as give written
                  notice  thereof to Bank,  and such notice  shall be  effective
                  upon actual  receipt by an officer of Bank at Bank's  Address.
                  No such notice shall release Guarantor,  whether or not giving
                  such notice, from any liability as to (9.1.1) any indebtedness
                  that may be owing to or held by Bank or in which  Borrower may
                  have an interest or for which Borrower may be obligated at the
                  time  of   receiving   such   notice;   or  from  (9.1.2)  all
                  modifications,  extensions and renewals  thereof;  (9.1.3) all
                  interest   thereon;   (9.1.4)  and  all  collection   expenses
                  therefor.

10.      GENERAL PROVISIONS
         10.1     The failure of Bank at any time or times  hereafter to require
                  strict  performance  by  Guarantor  of any of the  provisions,
                  warranties,  terms and conditions  contained  herein or in any
                  document or instrument shall not waive, affect or diminish any
                  right of Bank at any time or times thereafter to demand strict
                  performance  thereof;  and, no rights of Bank  hereunder or in
                  any document or instrument shall be deemed to have been waived
                  by any act or  knowledge  of Bank,  its  agents,  officers  or
                  employees, unless such waiver is contained in an instrument in
                  writing signed by an officer of Bank and directed to Guarantor
                  specifying such waiver. No waiver by Bank of any of its rights
                  shall operate as a waiver of any other of its rights or any of
                  its rights on a future occasion.
         10.2     Any  demand  or  notice  required  or  permitted  to be  given
                  hereunder or in any document or  instrument  shall,  except as
                  expressly set forth herein, be deemed effective when deposited
                  in the United States mail, and sent by certified mail,  return
                  receipt requested,  postage prepaid,  addressed to Bank, ATTN:
                  Branch   Manager,   at  Bank's  Address  or  to  Guarantor  at
                  Guarantor's  Address, as applicable,  or to such other address
                  as may be  provided by the party to be  notified,  on ten (10)
                  days prior written notice to the other party.


<PAGE>

         10.3     This  Guaranty  Agreement  contains  the entire  understanding
                  between the parties  hereto with  respect to the  transactions
                  contemplated  herein  and  such  understanding  shall  not  be
                  modified  except  in  writing  signed  by or on  behalf of the
                  parties hereto.
         10.4     Guarantor  shall not hold  Bank  liable  due to any  action or
                  failure to act by Bank herein or in any Loan  Document  except
                  for any action or  failure to act as a result of Bank's  gross
                  negligence or willful misconduct. This provision shall survive
                  the  termination  or expiration of this Guaranty  Agreement or
                  any Loan  Document  and the  repayment  in full of  Borrower's
                  Obligations.
         10.5     Wherever possible, each provision herein or in any document or
                  instrument  shall  be  interpreted  in  such  manner  as to be
                  effective and valid under  applicable  law; should any portion
                  of this  Guaranty  Agreement or any document or  instrument be
                  declared  invalid  for any  reason in any  jurisdiction,  such
                  declaration  shall have no effect upon the remaining  portions
                  of this  Guaranty  Agreement  or any  document or  instrument.
                  Furthermore,  the entirety of this  Guaranty  Agreement or any
                  document or instrument shall continue in full force and effect
                  in all other  jurisdictions and said remaining portions herein
                  or in any document or instrument  shall continue in full force
                  and effect in the  subject  jurisdiction  as if this  Guaranty
                  Agreement or any document or instrument had been executed with
                  the invalid portions thereof deleted.
         10.6     In the event  Bank seeks to take  possession  of any or all of
                  the Collateral by court process,  Guarantor hereby irrevocably
                  waives any bonds and any surety or security  relating  thereto
                  required  by  any  statute,  court  rule  or  otherwise  as an
                  incident  to  such  possession,  and  waives  any  demand  for
                  possession  prior to the commencement of any suit or action to
                  recover.
         10.7     The  provisions  of this Guaranty  Agreement  shall be binding
                  upon and shall  inure to the  benefit of the  heirs,  personal
                  representatives,  administrators,  successors  and  assigns of
                  Bank  and  Guarantor,  provided,  however,  Guarantor  may not
                  assign any of its rights or  delegate  any of its  obligations
                  hereunder or in any document or  instrument  without the prior
                  written consent of Bank.
         10.8     This  Guaranty  Agreement or any document or instrument is and
                  shall  be  deemed  to be a  contract  entered  into  and  made
                  pursuant  to the laws of the State of New  Jersey and shall in
                  all respects be governed,  construed,  applied and enforced in
                  accordance with the laws of said State.
         10.9     If, prior hereto and/or at any time or times  hereafter,  Bank
                  shall employ  counsel in  connection  with the  execution  and
                  consummation of the transactions contemplated herein or in any
                  document or  instrument  or to commence,  defend or intervene,
                  file a petition, complaint, answer, motion or other pleadings,
                  or to take any other  action in or with respect to any suit or
                  proceeding (bankruptcy or otherwise) relating to this Guaranty
                  Agreement  or any  document or  instrument,  or to enforce any
                  rights of Bank  hereunder  or in any  document or  instrument,
                  whether  before  or  after  the  occurrence  of any  Event  of
                  Default,  or to collect any of the Obligations then, in any of
                  such events, Guarantor agrees to pay attorney's fees, (whether
                  or not such attorney is a regularly salaried employee of Bank,
                  any parent corporation or any subsidiary or affiliate thereof,
                  whether now existing or  hereafter  created) not to exceed 20%
                  of the Obligations,  which shall be deemed  reasonable and any
                  expenses,  costs and charges relating thereto,  and such shall
                  be part of the  Obligations  payable on demand and  secured by
                  the Collateral.
         10.10    With  respect  to all or any part of the  Obligations,  in the
                  event  that  Bank   seeks  to  enter  into  a   participation,
                  intercreditor  and/or  assignment  agreement,  then  Guarantor
                  hereby authorizes Bank to release all or part of any financial
                  or credit  information  provided by  Guarantor  to Bank to any
                  other bank or financial institution without notice.
         10.11    Each reference herein or in any document or instrument to Bank
                  shall be deemed to include its  successors  and  assigns,  and
                  each reference to Guarantor and any pronouns referring thereto
                  as used herein shall be construed in the masculine,  feminine,
                  neuter,  singular or plural as the context  may  require,  and
                  shall be deemed to include  heirs,  personal  representatives,
                  administrators,  successors  and assigns of Guarantor,  all of
                  whom  shall  be  bound  by  the  provisions  hereof  or in any
                  document or  instrument.  The term  "Guarantor" as used herein
                  shall,   if  this  Guaranty   Agreement  or  any  document  or
                  instrument is signed by more than one Guarantor,  mean, unless
                  this   Guaranty   Agreement  or  any  document  or  instrument
                  otherwise  provides or unless the context otherwise  requires,
                  "Guarantor"   and   each   of  them   and   each   and   every
                  representation,  promise,  agreement and undertaking  shall be
                  joint and  several,  except that the  granting of the Security
                  Interest, right of set-off and lien shall be by each Guarantor
                  in and to its several respective properties.
         10.12    Guarantor  agrees that the books and  records of Bank  showing
                  the amount owed by Borrower to Bank from time to time shall be
                  admissible  in any  action  or  proceeding  against  Guarantor
                  hereunder  and shall be prima  facie  evidence  of such amount
                  owed.
         10.13    The section  headings herein are included for convenience only
                  and shall not be deemed to be a part of this Guaranty
                  Agreement or any document or instrument.
         10.14    Any notice  given by Guarantor  shall be  effective  only upon
                  actual receipt by an officer of Bank, at Bank's  Address;  any
                  notice Bank may elect to give hereunder  shall be deemed to be
                  given if deposited in the United States mail,  return  receipt
                  requested,  postage  prepaid and  addressed  to  Guarantor  at
                  Guarantor's Address.
         10.15    Guarantor  acknowledges  receipt of true  copies of the Credit
                  Agreement, Note, Guaranty Agreement, Security Agreement and/or
                  Mortgage and any other Loan  Document  delivered in connection
                  herewith.

11.      ASSIGNMENT BY BANK
         Bank may from time to time, without notice to Guarantor,  sell, assign,
         transfer  or  otherwise  dispose of all or any part of the  Obligations
         and/or rights under this Guaranty Agreement or any other Loan Document.
         In such  event,  each and every  immediate  and  successive  purchaser,
         assignee,  transferee  or holder of all or any part of the  Obligations
         shall  have the right to  enforce  this  Guaranty  Agreement,  by legal
         action or otherwise, for its own benefit as fully as if such purchaser,
         assignee,  transferee or holder were herein by name specifically  given
         such  right.  Bank  shall  have an  unimpaired  right to  enforce  this
         Guaranty  Agreement for its benefit to that portion of the  Obligations
         as Bank has not sold, assigned, transferred or otherwise disposed of.


<PAGE>



================================================================================
12.  WAIVER OF JURY TRIAL

GUARANTOR WAIVES TRIAL BY JURY AND CONSENTS TO AND CONFERS PERSONAL JURISDICTION
ON COURTS OF THE STATE OF NEW JERSEY OR OF THE FEDERAL GOVERNMENT, AND EXPRESSLY
WAIVES ANY OBJECTIONS AS TO VENUE IN ANY OF SUCH COURTS, AND AGREES THAT SERVICE
OF  PROCESS  MAY BE MADE ON  GUARANTOR  BY  MAILING  A COPY  OF THE  SUMMONS  TO
GUARANTOR AT GUARANTOR'S ADDRESS. BANK LIKEWISE WAIVES TRIAL BY JURY.
================================================================================

ATTEST:                                  GUARANTOR Menlo Acquisition Corporation
                                         ---------

/s/ George Greenberg                     /s/ Lawrence B. Seidman
------------------------------           --------------------------------------
  George Greenberg, Secretary             Lawrence B. Seidman, President

ATTEST:                                  SUMMIT BANK
------                                   -----------

_______________________________          /s/ John Hemmens
Bank Officer Name: ____________          --------------------------------------
Bank Officer Title: ___________           John Hemmens, Vice President

NJMM2201(11/96)
NJCM2201(1/97)

<PAGE>

               CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS
                                   (GUARANTOR)

         I  CERTIFY  that:   (a)  I  am  the  Secretary  of  Menlo   Acquisition
Corporation, a Delaware corporation ("CORPORATION"),  and as such have charge of
certain  records  of said  Corporation,  including  articles  of  incorporation,
by-laws and the minutes of its board of directors; (b) the following Resolutions
were  duly  adopted  at a  legal  meeting  of the  board  of  directors  of said
Corporation  duly called and held on August 14, 2000 at which  meeting there was
present and acting throughout a quorum authorized to adopt said Resolutions; (c)
the  proceedings  of said  meeting  were in  accordance  with  the  articles  of
incorporation  and by-laws of said  Corporation,  neither of which  contains any
provisions  requiring  the vote or consent of  stockholders  for the granting of
encumbrances  on said  Corporation's  assets or for any other act or transaction
referred to in said  Resolutions;  (d) said Resolutions have not been revoked or
amended in any respect and are in full force and effect; and (e) attached hereto
is a true copy of the Loan  Documents  submitted to said meeting and referred to
in the following Resolutions;

         RESOLVED,  that the Chairman of the Board and Chief Executive  Officer,
President or Chief Financial Officer of this Corporation is hereby authorized in
the name and on behalf of this Corporation:

         (1)      to  guaranty  the  Obligations  of  Environmental  Waste
Management  Associates,  L.L.C.,  Integrated  Analytical  Laboratories,  L.L.C.,
Environmental  Waste  Management  Associates,  Inc.  and  Integrated  Analytical
Laboratories,  Inc.  (jointly and severally,  "BORROWER")  incurred  herewith or
incurred  by  Borrower in the future or as  security  for  Obligations  incurred
previously;

         (2)  to  execute  and  deliver  to  Summit  Bank  ("BANK")  a  Guaranty
substantially  in the form  submitted to this meeting,  with such  modifications
thereof as the officer executing the same shall approve;

         (3) to execute and deliver to Bank collateral documents with respect to
all or any part of the  assets  of this  Corporation  substantially  in the form
submitted  to this  meeting,  with such  modifications  thereof  as the  officer
executing the same shall approve;

         (4) to execute and deliver to Bank from time to time such amendments to
the Guaranty and  collateral  documents as the officer  executing the same shall
approve;

         RESOLVED,  FURTHER,  that any officer of this Corporation is authorized
in the name and on behalf of this Corporation to execute and deliver to Bank any
document and to do any act required to be done by this Corporation including but
not limited to the execution and delivery of financing statements, certificates,
assignments,  the furnishing to Bank of financial and other  information and the
endorsement   and  delivery  to  Bank  of  checks  and  other   instruments  and
obligations;

         RESOLVED,  FURTHER,  that approval of any  collateral  documents by any
officer shall be conclusively presumed from his execution thereof in the name of
this Corporation;

         RESOLVED,  FURTHER, that these Resolutions  constitute  representations
and  warranties  given  pursuant  to, and  intended  to be  incorporated  in the
Guaranty  and  any  other  collateral   documents.   If  any  such  warranty  or
representation herein shall prove to be false, same shall constitute an Event of
Default under the Guaranty and any other collateral documents.  Upon an Event of
Default,  Bank  shall  have all of the  rights  and  remedies  specified  in the
Guaranty and the collateral documents or otherwise existing at law or in equity;

         RESOLVED,  FURTHER,  that the Secretary or any  Assistant  Secretary of
this Corporation is authorized, if Bank shall so request, to seal and attest the
Guaranty  and the Loan  Documents,  and to  furnish  a  certified  copy of these
Resolutions  to Bank,  who shall be  entitled  to assume  conclusively  that the
foregoing  Resolutions  remain in full force and effect  until Bank has received
express  written notice of their  rescission or  modification,  accompanied by a
copy of the resolution  effecting such rescission or modification duly certified
by the Secretary or any Assistant Secretary of this Corporation.


<PAGE>






         I  FURTHER  CERTIFY  that the  officers  referred  to in the  foregoing
Resolutions are as follows:


                                 /s/ Lawrence B. Seidman
                                     -----------------------------
                                     Lawrence B. Seidman, President


                                 /s/ Frank Russomanno
                                     -----------------------------
                                     Frank Russomanno, Chief Financial Officer


                                 /s/ Richard S. Greenberg
                                     ------------------------------
                                     Richard S. Greenberg, Chairman of the Board
                                     and Chief Executive Officer



                                 /s/ George Greenberg
                                     -------------------------------
                                     George Greenberg, Secretary


Dated: August 14, 2000.


(Corporate Seal)                 /s/ George Greenberg
                                     --------------------------------
                                     George Greenberg, Secretary


NJMM2101(10/96)
NJCM2101(12/96)