AGREEMENT


     THIS  AGREEMENT  is  dated as of  December  6,  1999,  by and  among  MENLO
ACQUISITION  CORPORATION,  a Delaware  corporation,  having an  address  for the
purposes  hereof at 100 Misty  Lane,  Parsippany,  New Jersey  07054  ("Menlo");
IN-SITU OXIDATIVE TECHNOLOGIES,  INC., a Delaware corporation, having an address
for the purposes  hereof at 51A Everett Drive,  Lawrenceville,  New Jersey 08648
("ISOTEC");  MICHAEL  MANDELBAUM,  an  individual,  having  an  address  for the
purposes hereof at 80 Main Street,  West Orange,  New Jersey 07052  ("Michael");
RICHARD GREENBERG,  an individual,  having an address for the purposes hereof at
100 Misty Lane, Parsippany,  New Jersey 07054 ("Richard");  and ROSEBUD HOLDING,
L.L.C.,  a New Jersey  limited  liability  company,  having an  address  for the
purposes hereof at 100 Misty Lane, Parsippany, New Jersey 07054 ("Rosebud").

                              W I T N E S S E T H:

Recitals:
     A. ISOTEC is in the business of remediating contaminated properties using a
proprietary in-situ treatment program. ISOTEC has a negative net worth in excess
of $1 million,  has experienced  operating  losses.  Exclusive of previous loans
from Michael,  ISOTEC has  generated  significant  negative  cash flows.  ISOTEC
requires additional working capital.
     B.  Michael  and  Richard  each own fifty  (50%)  percent of the issued and
outstanding shares of capital of ISOTEC.
     C.  Michaeland  Rosebud are willing to provide loans to ISOTEC on the terms
and conditions set forth herein.
     D. As an inducement to Menlo to make loans to ISOTEC hereunder, Richard has
agreed to give  Menlo an option to  purchase  all or a portion  of his shares of
ISOTEC, on the terms and conditions set forth herein.
     E. In  consideration of the option for ISOTEC shares being granted to it by
Richard, Menlo is willing to provide loans to ISOTEC on the terms and conditions
set forth herein.
     NOW,  THEREFORE,  in consideration of the foregoing  recitals and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby agreed as follows:
     1. Concurrent  Actions:  Concurrently  herewith,  the following actions are
being taken:
          1.1 Michael is loaning  ISOTEC Two Hundred Three  Thousand  ($203,000)
     Dollars.
          1.2 ISOTEC is executing and delivering to Michael a demand  promissory
     note in the form of  Exhibit A annexed  hereto in the  principal  amount of
     Five Hundred Thirteen Thousand  ($513,000)  Dollars,  to evidence such loan
     and certain other loans to ISOTEC previously made by Michael.
          1.3  Rosebud is  loaning  ISOTEC  Three  Hundred  Thousand  ($300,000)
     Dollars.  This  loan is being  effected  by  Rosebud's  transferring  three
     hundred  thousand  (300,000)  shares  of  capital  of Menlo  (the  "Rosebud
     Shares") to ISOTEC.  The parties agree that the Rosebud  Shares have a fair
     market value of $1.00 per share.
          1.4 ISOTEC is executing and delivering to Richard a demand  promissory
     note in the form of  Exhibit A annexed  hereto in the  principal  amount of
     Forty-eight Thousand  ($48,000)Dollars,  to evidence certain other loans to
     ISOTEC previously made by Richard.
          1.5 ISOTEC is repaying a loan in the amount of One Hundred Ninety-five
     Thousand ($195,000) Dollars to Environmental  Waste Management  Associates,
     L.L.C., a wholly-owned subsidiary of Menlo.
    2. Loans to ISOTEC.
          2.1 If ISOTEC desires to borrow funds from Menlo and Michael, it shall
     give each of them a written  irrevocable notice (a "Loan Notice") signed by
     its president,  setting forth the amount it reasonably requires for working
     capital and it wishes to borrow.
          2.2 Within ten (10) business days after the giving of the Loan Notice,
     Menlo and Michael shall each provide  ISOTEC with  one-half  (1/2) the loan
     amount requested in the Loan Notice.
          a. Such moneys shall be provided by wired funds or good check.
          b. With each Loan Notice,  ISOTEC shall execute and deliver to each of
     Menlo and Michael a demand promissory note in the form of Exhibit A annexed
     hereto for one-half (1/2) the loan amount requested in the Loan Notice.


<PAGE>



          2.3 The loans to be made to ISOTEC by Menlo  and  Michael  under  this
     Section 2 (the "WC Loans") shall be subject to the following restrictions:
          a. No Loan  Notice  shall be  effective  unless  it is given  prior to
     December 31, 2000.
          b. The aggregate WC Loans made by Menlo and Michael under this Section
     2 shall not exceed the  principal sum of Five Hundred  Thousand  ($500,000)
     Dollars (i.e.,  $250,000  loaned by each of Menlo and Michael).  Any moneys
     that are repaid to Menlo or Michael shall not be available for reborrowing.
          c. It is the  intention  of the  parties  hereto  that the WC Loans to
     ISOTEC by Menlo and Michael shall at all times be equal in amount.  Towards
     that end, neither Menlo nor Michael shall demand or accept repayment of any
     WC Loan  unless  and until  the other of them is repaid an equal  amount on
     account of its or his WC Loans.
     3.       Grant of Options.
          3.1 As an inducement  for Menlo to make the WC Loans,  Richard  hereby
     agrees that for each Fifty Thousand ($50,000) Dollars or part thereof of WC
     Loans that Menlo  makes to ISOTEC,  Richard  shall grant Menlo an option to
     buy twenty  (20%)  percent of his  interest in ISOTEC,  equaling  ten (10%)
     percent of the issued and outstanding shares of capital of ISOTEC.
          a. By way of example,  if Menlo makes WC Loans in the aggregate amount
     of Five Thousand ($5,000)  Dollars,  Richard shall grant Menlo an option to
     buy twenty (20%) percent of his interest in ISOTECH.
          b. By way of a further  example,  if Menlo makes WC Loans to ISOTEC in
     the aggregate amount of One Hundred Thousand  ($100,000)  Dollars,  Richard
     shall grant  Menlo an option or options to buy forty  (40%)  percent of his
     interest in ISOTEC.
          3.2 The  exercise  price for each twenty  (20%)  percent of  Richard's
     interest in ISOTEC shall be One Thousand ($1,000) Dollars.
          3.3 The options  granted  pursuant  to this  Section 3 shall be in the
     form of  Exhibit B annexed  hereto,  and shall be  delivered  by Richard to
     Menlo concurrently with the making of the WC Loan giving rise thereto.
          3.4 Concurrently  herewith,  Richard is delivering to Dunetz,  Marcus,
     Brody & Weinstein,  L.L.C.  (the  "Escrowee")  certificates  evidencing the
     shares  of  capital  of ISOTEC he owns,  accompanied  by stock  assignments
     endorsed in blank, to be held in escrow under the terms of this Agreement.
          3.5 Exercise of Options.  Each option granted pursuant to this Section
     3 may be  exercised  by Menlo by  notice in  writing  to the  Escrowee  and
     Richard given on or before June 30, 2001,  and by deposit with the Escrowee
     of the exercise  price of such option.  Within ten (10) business days after
     the exercise of an option,  the Escrowee shall cause ISOTEC to transfer the
     shares of capital  subject to the option to be  transferred  to Menlo,  and
     shall  deliver to Richard the option  price  deposited  by Menlo in payment
     therefor.

<PAGE>


          3.6 Dividends; Voting. Richard shall be entitled to all cash dividends
     declared  upon the shares held by the Escrowee  between the date hereof and
     the dates an option is exercised.  All stock dividends on the option shares
     declared  between the date hereof and the date an option is exercised shall
     attach  to the  respective  stock  and shall be  considered  part  thereof.
     Richard shall retain the right to vote all of the option shares.
          3.7 Escrowee.
          a. The Escrowee  shall not be under any duty to deal with the property
     held by it  hereunder  with any  greater  degree  of care than it uses when
     dealing with its own similar property.
          b. The Escrowee may act in reliance  upon any  instrument or signature
     believed by it to be genuine,  and may assume that any person purporting to
     give any notice or receipt of advice or to make any statement in connection
     with the provisions hereof has been duly authorized to do so.
          c. The  Escrowee may act  relative  hereto in reliance  upon advice of
     counsel in reference  to any matter  connected  herewith,  and shall not be
     liable  for any  mistake of fact or error of  judgment,  or for any acts or
     omissions of any kind, unless caused by its willful misconduct.
          d. In the event that the Escrowee  shall be uncertain as to its duties
     or rights  hereunder or shall receive one or more  instructions,  claims or
     demands from any of the parties  hereto or from third  persons with respect
     to the property held hereunder which, in its opinion,  are in conflict with
     any other  instructions it has received or any provision of this Agreement,
     it may refrain from taking any action other than to use reasonable  care to
     keep safely said property  until it shall be directed  otherwise in writing
     by the other parties hereto and such third  persons,  if any, or by a final
     order or judgment of a court of competent jurisdiction;  or, alternatively,
     the Escrowee  may resign and deliver the  property to any party  reasonably
     deemed  appropriate  by the  Escrowee,  upon which all  obligations  of the
     Escrowee hereunder shall cease and terminate.
          e. The  Escrowee  may at any time resign  hereunder by giving at least
     ten (10) days' prior written  notice  thereof to the other parties  hereto.
     Upon the effective date of such resignation,  all property then held by the
     Escrowee  hereunder  shall be delivered to a joint  designee of Richard and
     Menlo. Upon making such delivery, all obligations of the Escrowee hereunder
     shall cease and terminate.  If no such person shall have been designated by
     the  date  validly  set  hereunder  for  the  Escrowee's  resignation,  all
     obligations  of the  Escrowee  hereunder  shall,  nevertheless,  cease  and
     terminate.  Its sole responsibility  thereafter shall be to keep safely all
     property then held by it and to deliver the same to a person  designated by
     both other parties  hereto or in accordance  with the directions of a final
     order or judgment of a court of competent jurisdiction.
          f.  Notwithstanding  any other provisions  herein, no notice,  demand,
     request or other communication to the Escrowee in connection herewith shall
     be binding on the Escrowee unless it is in writing,  refers specifically to
     this  Agreement,  is addressed to the Escrowee at 354  Eisenhower  Parkway,
     Livingston,  New Jersey 07039, Attention:  Ira B Marcus, Esq. or such other
     address as the Escrowee  may, at any time or from time to time,  designate,
     and is actually received by the Escrowee at that address.
          g. The Escrowee is acting as a stakeholder at the request of the other
     parties hereto, and may continue to act as counsel to Menlo notwithstanding
     any dispute among the parties hereto.
          h. This  Agreement sets forth  exclusively  the duties of the Escrowee
     with respect to any and all matters pertinent  hereto.  Except as otherwise
     expressly  provided herein,  the Escrowee shall not refer to, and shall not
     be bound by, the provisions of any other agreement.
          3.8 Representation of Richard.  Richard hereby warrants and represents
          to Menlo, knowing and intending that it is relying hereon, that:
          a. He is the sole owner, and has the lawful right to sell and transfer
     the 1,000 shares of ISOTEC common  stock,  and that these shares of capital
     are now,  and shall be at all times during the option  period,  free of all
     encumbrances.
          b.  He  shall  forthwith  on  notification  and  at his  own  expense,
     discharge  and satisfy all  encumbrances  against the option stock  arising
     during the option period, and shall pay to the Escrowee the cost of any and
     all  transfer  or other  taxes  which may be required by law at the time an
     option is exercised.
          c. If Menlo exercises an option,  it shall receive good and marketable
     title to the option stock, free of all encumbrances and rights of others.
     4.       Matters Regarding Rosebud Shares.

          4.1 Rosebud  hereby  warrants and  represents  to ISOTEC,  knowing and
     intending that it is relying hereon, that:


<PAGE>



          a.  Rosebud was the sole owner,  and had the lawful  right to transfer
     the Rosebud Shares to ISOTEC.  The transfer of the Rosebud Shares to ISOTEC
     was duly  authorized by all requisite  action,  and did not  contravene the
     organizational documents of Rosebud.
          b. ISOTEC  received good and marketable  title to the Rosebud  Shares,
     free of all encumbrances and rights of others.
          4.2 ISOTEC  hereby  warrants and  represents  to Rosebud,  knowing and
     intending that it is relying hereon, that:
          a. ISOTEC has relied solely upon  independent  investigations  made by
     ISOTEC or  representatives  of ISOTEC  regarding  the value of the  Rosebud
     Shares,  and has not  relied on any oral or written  representations  which
     have been made to ISOTEC or its representatives.
          b. The Rosebud  Shares are and will be  characterized  as  "restricted
     securities"  under the  Securities  Act of 1933,  as amended  (the  "Act"),
     because they were  acquired  from Menlo in a  transaction  not  involving a
     public  offering.  Under the Act,  the Rosebud  Shares may be sold  without
     registration only in limited  circumstances.  ISOTEC understands that sales
     of the Rosebud Shares may be subject to federal and/or state restrictions.
          c. The certificate  issued to ISOTEC  representing  the Rosebud Shares
     shall, until such time as the same is no longer required by the Act and the
     rules and regulations  thereunder,  contain a legend  substantially  in the
     form set forth below:
                                            THE  SECURITIES  REPRESENTED  HEREBY
                                            HAVE NOT BEEN  REGISTERED  UNDER THE
                                            SECURITIES  ACT OF 1933,  AS AMENDED
                                            (THE "ACT"), OR UNDER THE SECURITIES
                                            LAWS OF ANY STATES. THESE SECURITIES
                                            ARE  SUBJECT  TO   RESTRICTIONS   ON
                                            TRANSFERABILITY  AND  RESALE AND MAY
                                            NOT BE  TRANSFERRED OR RESOLD EXCEPT
                                            AS  PERMITTED  UNDER THE ACT AND THE
                                            APPLICABLE  STATE  SECURITIES  LAWS,
                                            PURSUANT    TO    REGISTRATION    OR
                                            EXEMPTION  THEREFROM.  THE HOLDER OF
                                            THE  SECURITIES  REPRESENTED  HEREBY
                                            SHOULD  BE  AWARE  THAT  IT  MAY  BE
                                            REQUIRED TO BEAR THE FINANCIAL RISKS
                                            OF THIS INVESTMENT FOR AN INDEFINITE
                                            PERIOD OF TIME.  THE ISSUER OF THESE
                                            SECURITIES MAY REQUIRE AN OPINION OF
                                            COUNSEL   IN  FORM   AND   SUBSTANCE
                                            SATISFACTORY  TO THE  ISSUER  TO THE
                                            EFFECT THAT ANY PROPOSED TRANSFER OR
                                            RESALE IS IN COMPLIANCE WITH THE ACT
                                            AND  APPLICABLE   STATE   SECURITIES
                                            LAWS.
     5.       Notice.
          All  notices,  requests,  demands  and  other  communications  made in
     accordance  with this  Agreement  shall be in writing  and shall be sent by
     certified mail, return receipt requested, to the addresses set forth herein
     or to such other addresses it may be specified by like notice.  All notices
     given pursuant to this Section 5 shall be deemed given when mailed.
      6.       Resolution of Disputes.
          6.1 Any controversy arising hereunder shall be settled by arbitration.
     Such  arbitration  shall be governed by the Federal  Arbitration Act, 9 USC
     ss.1-15.  A single  arbitrator  determined  pursuant to 9 USC ss.5 shall be
     empowered to determine each and every issue relating to such controversy or
     claim  including  whether  the  controversy,  claim or issue is  subject to
     arbitration.
          6.2 The  arbitration  shall take place in  Morristown,  New Jersey and
     shall  be  governed  by the  "Rules  For  Non-Administered  Arbitration  of
     Business  Disputes"  promulgated by the Center for Public  Resources,  Inc.
     (N.Y.), when not inconsistent with this Agreement.
          6.3 Each party shall be entitled to discovery  which must be completed
     within forty-five (45) days of the date the arbitrator is appointed (unless
     extended by the arbitrator for good cause).  Discovery  shall be limited to
     the  inspection  and copying of documents  within fifteen (15) days after a
     written request therefor and oral depositions at which reasonable  document
     production may be requested.
          6.4  The  arbitrator  shall  make  all  decisions   concerning  issues
     submitted in accordance with applicable  principles of substantive law. The
     arbitrator shall file a written  determination making the award and stating
     findings of fact and conclusions of law as to all relevant issues submitted
     to arbitration.  If the arbitrator fails to make his decision in accordance
     with  substantive  law,  or to  properly  apply the  facts to the law,  the
     arbitrator's  award will be deemed to have been  procured by "undue  means"
     pursuant to 9 USC ss.10,  sub-clause (a) and beyond the arbitrator's  power
     in violation of 9 USC ss.10, sub-clause (d). Any party may apply to a court
     of competent  jurisdiction  to have the  arbitrator's  decision  confirmed,
     reviewed, modified, affirmed or remanded to the arbitrator with directions.
          6.5 All fees and expenses of the  arbitration,  including  the fees of
     the arbitrator and costs of the hearing (including court reporter,  hearing
     room rental,  etc.) shall be paid by the  non-prevailing  party.  Should no
     party be designated by the arbitrator as the  "prevailing  party" then each
     of the  parties  shall pay  one-half  (1/2) of such fees and  expenses.  In
     addition,  the  arbitrator  shall  order  the  non-prevailing  party to pay
     one-half (1/2) of the legal fees and disbursements of the prevailing party.
     Should no party be  designated as the  "prevailing  party," then each party
     shall pay its own legal fees and disbursements.
     7.       Miscellaneous.
          7.1  Headings.  The  headings  contained  in  this  Agreement  are for
     purposes  of  convenience   only  and  shall  not  affect  the  meaning  or
     interpretation of this Agreement.
          7.2 Entire  Agreement.  This  Agreement,  together  with the  Exhibits
     hereto,   constitutes  the  entire   agreement  and  supersedes  all  prior
     agreements  and  understandings,  both written and oral,  among the parties
     with respect to the subject matter hereof.
          7.3   Counterparts.   This   Agreement  may  be  executed  in  several
     counterparts,  each of which shall be deemed an  original  and all of which
     shall together constitute one and the same instrument.
          7.4 Governing Law. This  Agreement  shall be governed in all respects,
     including as to  validity,  interpretation  and effect,  by the laws of the
     State of New Jersey.
          7.5 Binding Effect.  This Agreement shall be binding upon and inure to
     the benefit of the parties hereto and their  respective  heirs,  successors
     and permitted assigns.
          7.6  Assignment.  This Agreement  shall not be assignable by any party
     hereto without the prior written consent of the other parties hereto.
          7.7 No Third  Party  Beneficiaries.  Nothing in this  Agreement  shall
     confer any rights upon any person or entity  other than the parties  hereto
     and their respective heirs, successors and permitted assigns.
          7.8 Amendment;  Waivers.  No amendment,  modification  or discharge of
     this Agreement,  and no waiver hereunder,  shall be valid or binding unless
     set  forth  in  writing  and  duly  executed  by  the  party  against  whom
     enforcement of the amendment, modification,  discharge or waiver is sought.
     Neither the waiver by any of the parties hereto of a breach of or a default
     under any of the  provisions of this  Agreement,  nor the failure by any of
     the parties, on one or more occasions,  to enforce any of the provisions of
     this  Agreement or to exercise any right or privilege  hereunder,  shall be
     construed as a waiver of any other  breach or default of a similar  nature,
     or as a waiver of any of such provisions, rights or privileges hereunder.

                  [remainder of page intentionally left blank]


<PAGE>



          IN WITNESS  WHEREOF,  the parties have duly executed this Agreement as
     of the date first above written.
                                            MENLO ACQUISITION CORPORATION



                                            By:/s/Frank Russomanno
                                            ______________________________
                                             Name: Frank Russomanno
                                             Title: CFO



                                            IN-SITU OXIDATIVE TECHOLOGIES, INC.


                                            By: /s/ Richard Greenberg
                                            _______________________________
                                             Name:Richard Greenberg
                                             Title:


                                            /s/ Michael Mandelbaum
                                            ________________________________
                                             Michael Mandelbaum, Individually


                                            /s/ Richard Greenberg
                                            _______________________________
                                            Richard Greenberg, Individually


                                            ROSEBUD HOLDING, L.L.C.

                                            By:/s/George Greenberg
                                            ______________________________
                                             Name:George Greenberg
                                             Title:
<PAGE>


                  The undersigned hereby agrees to act as Escrow Agent under the
within Agreement,  and acknowledge receipt of a certificate(s)  evidencing 1,000
shares of Isotec  common  stock  registered  in the name of  Richard  Greenberg,
together with blank stock powers.
                                                    DUNETZ, MARCUS, BRODY &
                                                     WEINSTEIN, L.L.C.



                                                     By: /s/Ira B. Marcus
                                                         ___________________
                                                        IRA B MARCUS,
                                                        A Member of the Firm


<PAGE>



                                                                    Exhibit A



                                     Demand
                           Negotiable Promissory Note
                                   (Unsecured)




DATED:                                             PRINCIPAL AMOUNT:


          For value received In-Situ  Oxidative  Technologies,  Inc., a Delaware
     corporation  with an address for the purpose  hereof at 51A Everett  Drive,
     Lawrenceville,  New Jersey 08648 and its successors  and assigns  ("Maker")
     promises to pay to the order ____________________of with an address for the
     purpose hereof at _________________  ("Holder") or at such other place that
     the Holder may from time to time designate in writing, the principal amount
     of  ______________________($___________  ) DOLLARS  in lawful  money of the
     United States, ON DEMAND.

          Interest shall accumulate on the outstanding principal balance of this
     Note at the rate of six (6%)  percent  per  year  commencing  with the date
     hereof. Accumulated interest shall be paid in full monthly beginning on the
     first  monthly  anniversary  hereof  or, ON  DEMAND,  at the  option of the
     Holder.
          This  Note may be  prepaid  in whole or in part at  anytime.  If Maker
     fails to make any required  payment of principal  and/or  interest when due
     then from and after the due date late payment  charges  shall accrue on the
     balance of  principal  and  interest due on this Note at the rate of 1 1/2%
     per every thirty day period,  or part thereof,  following this default.  On
     the event that Holder shall place this Note in the hands of an attorney for
     collection  on default,  the Holder also shall be entitled to receive  from
     the Maker costs of collection  and  attorney's  fees incurred in connection
     therewith.
          The Maker waives presentment,  demand for payment,  protest and notice
     of dishonor of this Note.

          The  waiver by Holder of any one or more  breaches  or  default of any
     provision of this Note shall not  constitute a waiver or estoppel as to any
     other or subsequent breach or default.

          This Note shall be  construed  under and  governed  by the laws of the
     State of New Jersey.

<PAGE>


          IN WITNESS WHEREOF,  the Maker has executed and sealed this Note as of
     the date first above written.


ATTEST:                                               IN-SITU OXIDATIVE
                                                      TECHNOLOGIES, INC



___________________________                            By _____________________
                , Secretary                                         , President


<PAGE>



                                                                      Exhibit B

                          Option to Purchase Shares of
                      In-Situ Oxidative Technologies, Inc.,
                        a Delaware corporation ("ISOTEC")

DATED:  _______________________

                  This is to certify that for good and  valuable  consideration,
the receipt and sufficiency of which is hereby acknowledged,  RICHARD GREENBERG,
an individual having an address at 100 Misty Lane, Parsippany,  New Jersey 07054
(the  "Optionor")  hereby grants to MENLO  ACQUISITION  CORPORATION,  a Delaware
corporation  having an  address  for the  purposes  hereof  at 100  Misty  Lane,
Parsippany,  New Jersey 07054 (the  "Optionee") the right to purchase (______ )
of the issued and outstanding  common shares of ISOTEC upon presentation of this
Option and payment of ($ ) dollars at the office of Ira B Marcus, Esq., Dunetz,
Marcus, Brody & Weinstein, L.L.C., 354 Eisenhower Parkway, Livingston, NJ 07039.

                  This Option will be void  unless  exercised  on or before June
30, 2001.

                  The  Optionor  agrees  that  if the  Optionee  exercises  this
Option, it shall receive good and marketable title to the option stock, free and
clear of all encumbrances and rights of others.

                  This Option has been executed and delivered pursuant to and in
accordance  with the terms and  conditions of a certain  Agreement,  dated as of
October 26, 1999,  by and among the  Optionor,  the  Optionee,  ISOTEC,  Michael
Mandelbaum, and Rosebud Holding, L.L.C. (the "Agreement"), and is subject to the
terms  and  conditions  of  the  Agreement,   which  are,  by  this   reference,
incorporated  herein  and made a part  hereof.  Capitalized  terms  used in this
Option without  definition  shall have the respective  meanings set forth in the
Agreement.

                  In the event of any stock dividend, stock split,  combination,
recapitalization  or other change in the capital  structure of the ISOTEC,  this
Option and the option exercise price shall be equitably adjusted.

                  This Option shall be construed  under and governed by the laws
of the State of New Jersey.

                  IN WITNESS WHEREOF,  the Optionor has executed and sealed this
Option as of the date first above written.

WITNESS

                                                                      (L.S.)
______________________                              ________________________
                                                    RICHARD GREENBERG