SECURED CREDIT AGREEMENT

AGREEMENT by and between SUMMIT BANK ("BANK") and 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"), dated as set forth.

1.       DEFINITIONS
         The terms set forth below shall be defined as follows:
         1.1      "Date of 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      "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 the cash and  noncash
                  proceeds thereof.
         1.6      "Event of Default" means each and every event specified in
                  Section 6 of this Agreement.
         1.7      "Facility  A" means  that  certain  revolving  line of  credit
                  facility   from  Bank  to   Borrower   as   hereinafter   more
                  particularly  described  in Section 2.1 below and as evidenced
                  by a Master Advance Note in the original  principal  amount of
                  $1,000,000.00 dated the Date of Agreement
         1.8      "Facility A Termination  Date" means April 30, 2001 unless
                  such date is extended on one or more  occasions by Bank in
                  its sole and absolute discretion.
         1.9      "Facility  B" means  that  certain  equipment  line of  credit
                  facility   from  Bank  to   Borrower   as   hereinafter   more
                  particularly  described  in Section 2.2 below and as evidenced
                  by a Master Advance Note in the original  principal  amount of
                  $750,000.00 dated the Date of Agreement.
         1.10     "Facility B Termination Date" means April 30, 2001 unless such
                  date is extended on one or more  occasions by Bank in its sole
                  and  absolute  discretion,  but shall not apply to the term of
                  any individual  promissory  notes ( as  hereinafter  provided)
                  which  evidence  advances  under the terms of  Facility  B and
                  shall terminate in accordance with their individual terms.
         1.11     "Guarantor" means: Menlo Acquisition Corp. which has executed
                  a Guaranty Agreement dated as of the Date of Agreement.
         1.12     "Loan  Document(s)"  means any Credit Agreement,  Note,
                  Security  Agreement,  Master Agreement or any other document
                  heretofore,  now or  hereafter  executed  by Borrower to Bank,
                  together with all  modifications,  extensions  and/or renewals
                  thereof.
         1.13     "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  Agreement,  or any other  document  or  instrument
                  delivered in connection herewith or therewith.
         1.14  "Security  Interest"  means  any  transaction  which  creates  or
provides for a lien or security interest by agreement.

To the extent not defined in Section 1 (or any other Loan Document),  unless the
context  otherwise  requires,  all other terms contained in this 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  Agreement,  to the extent that same
are used or defined therein.

To the extent not defined in Section 1 (or any other Loan Document),  unless the
context  otherwise  requires,  all accounting terms in this Agreement  shall be
construed in accordance  with Generally  Accepted  Accounting  Principles as of
the Date of Agreement,  to the extent that same are used or defined therein.
2.       COMMITMENTS
         2.1 Facility A
         Subject to the terms and conditions of the Loan Documents,  Bank agrees
         to  lend to  Borrower  and  Borrower  agrees  to  borrow  from  Bank an
         aggregate  principal  amount at any one time  outstanding not to exceed
         $1,000,000.00  from the Date of Agreement to the Facility  ATermination
         Date.  Within such limits the Borrower may borrow,  repay and re-borrow
         at any time or from time to time.  Any such sums borrowed or reborrowed
         must be in multiples of 5% of the aggregate  principal amount. The face
         amount of all  commercial  or standby  letters of credit issued by Bank
         and drafts  accepted by Bank for the account of Borrower is included in
         the aggregate  principal  amount.  The purpose of this Facility A is to
         finance the working capital needs of Borrower and for no other purpose.

         2.2 Facility B - Equipment Line of Credit
         Subject to the terms and conditions of the Loan Documents,  Bank agrees
         to  lend to  Borrower  and  Borrower  agrees  to  borrow  from  Bank an
         aggregate  principal  amount at any one time  outstanding not to exceed
         $750,000.00  from the Date of Agreement  to the Facility B  Termination
         Date (an "Equipment Line of Credit").  Each advance under the Equipment
         Line of Credit shall reduce the  aggregate  amount  available to borrow
         hereunder  by the  amount of such  advance  and once  repaid may not be
         re-borrowed.  The  Equipment  Line of Credit is to be used by  Borrower
         exclusively  for  the  purchase  of  equipment  related  to  Borrower's
         business (each an "Equipment Advance").

         Bank and  Borrower  agree that with respect to each  Equipment  Advance
         requested, the following conditions precedent shall exist:
                  (1)   Borrower   shall   deliver   to  Bank  such   documents,
                  certificates, bills of sale or title: (a) evidencing that: (i)
                  the Equipment has been  delivered to and accepted by Borrower,
                  and (ii) such Equipment is owned by Borrower free and clear of
                  all liens,  claims and  encumbrances  consistent  with Section
                  3.1.12 of this Agreement;  and (b)  establishing  the purchase
                  price and the location of the  Equipment;
                  (2)   Borrower  shall deliver  to  Bank a  completed  and
                  executed  copy of a  "Supplement  to Security  Agreement" in
                  form and substance  acceptable to Bank, a form copy of which
                  is attached hereto as Exhibit A;
                  (3)   Each  Equipment  Advance  shall not  exceed  the  actual
                  purchase  price  of  the   Equipment,   as  evidenced  by  the
                  documentation  submitted under section (1)(b) above, for which
                  the Equipment Advance is requested;
                  (4)   Borrower  shall  deliver  to  Bank  such  documents and
                  instruments  as Bank  may  deem   necessary  to  perfect  the
                  security  interest of Bank in such Equipment  including,  but
                  not limited to, UCC-1 financing  statements or motor vehicle
                  financing   statements  required  by  the  New  Jersey  Motor
                  Vehicle  Certificate  of  Ownership  law,   N.J.S.A.  Section
                  39:10-1 et seq.; and
                 (5)  Bank shall have received  UCC and  other  search  results,
                  information  and  documents as  are  necessary, in  the sole
                  discretion  of  Bank,  to  ensure  that its  interest  in the
                  Equipment from the  proceeds of the Equipment Advance will be
                  a valid first priority and exclusive security interest.

         Provided  that  there  is no  Event  of  Default  as of the  date  such
         Equipment  Advance  may be  approved  by Bank (the  "Equipment  Advance
         Date")  Borrower shall repay such Equipment  Advance in accordance with
         the terms of a Promissory Note (the "Promissory Note") substantially in
         the form of  Exhibit  B  attached  hereto  and any and all  such  other
         documents  that Bank may  require  (in Bank's  sole  discretion)  which
         evidence  Borrower's  obligation  to repay the  Equipment  Advance plus
         interest  in  accordance  with the terms of the  Promissory  Note.  The
         Promissory  Note shall provide for equal monthly  payments of principal
         (such principal  payments to be equal to the amount which is derived by
         dividing  the  amount of the  Equipment  Advance by a number no greater
         than 60) with such payments  commencing  within one (1) month after the
         Equipment  Advance  Date  and  continuing  on  the  same  day  of  each
         successive  month  thereafter until no later than April 30, 2006 when a
         final  payment  of all  then  outstanding  principal  shall  be due and
         payable in full. The Promissory Note shall also provide for payments of
         monthly interest in arrears at the then applicable Prevailing Base Rate
         of Bank  minus  .50% (as set  forth in  Exhibit  B  hereto)  with  such
         payments  to be made  on the  same  day of the  month  as each  monthly
         principal  payment with a final payment of all outstanding  interest on
         any such  Equipment  Advance to occur no later than April 30, 2006. The
         Promissory  Note  shall  also  include  all other  terms of the  Bank's
         standard form of promissory  note.  Bank and Borrower agree that all of
         Borrower's  obligations  under the Promissory Note shall be Obligations
         as defined  above and in the Security  Agreement of even date  herewith
         between Bank and Borrower and that all  Collateral  pledged  under said
         Security  Agreement  or  otherwise  shall,  without  the  necessity  of
         modifying or replacing  said Security  Agreement,  any UCC-1  financing
         statement  filed in  connection  therewith or any other Loan  Document,
         secure all of Borrower's  Obligations  under the Promissory  Note until
         such time as such  Obligations  under the  Promissory  Note are paid in
         full.  Upon  Borrower's  execution of a  Promissory  Note related to an
         Equipment Advance hereunder,  all Loan Documents shall continue in full
         force  and  effect  until  such  time  as all  Obligations  under  each
         Promissory Note are paid in full.



3.       REPRESENTATIONS AND WARRANTIES
         3.1      Borrower   represents   and   warrants   to  Bank,   and  such
                  representations  and warranties shall be continuing so long as
                  any Obligations shall remain  outstanding,  as follows:

                3.1.1   Borrower has the power and authority to own the
                        Collateral, to enter into and perform the Loan Documents
                        and  to  incur   the  Obligations.  If  a  corporation,
                        Borrower  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  qualified  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,
                        Borrower  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   of  its   properties   requires
                        qualification.   If  a   partnership   or   a  limited
                        partnership,  Borrower  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 the State of  New
                        Jersey and in those  jurisdictions   where  the conduct
                        of  its  business  or  ownership  of  its  properties
                        requires  qualification,  is  not incorporat d, and has
                        never changed its name or used any other name and has
                        filed  all  tradename  certificates  as   required  or
                        appropriate. If  a  proprietorship, Borrower is validly
                        existing,  is legally authorized to transact business
                        in the State  of 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  Borrower is  the sole
                        owner of the business.


<PAGE>


                  3.1.2    Borrower 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.
                  3.1.3    This   Agreement   and  any  other   Loan   Documents
                           constitute  valid and legally binding  Obligations of
                           Borrower  and are  enforceable  against  Borrower  in
                           accordance with their respective terms.
                  3.1.4    Borrower 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.
                  3.1.5    All property owned or utilized by Borrower is in
                           compliance  and will continue to be in compliance
                           with  all requirements  of  all  applicable
                           environmental  laws,  including,  without limitation,
                           th  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").
                  3.1.6    Borrower has good and marketable  title to all of its
                           properties and   assets.  The execution   and
                           performance of this  Agreement  and  any   Loan
                           Document  will not  violate or result in  a defaul or
                           in the  creation  or imposition   of any lien or
                           encumbrance upon any of the assets   of Borrower
                           (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  Borrower  is a party  or by which  Borrower
                           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
                           Borrower 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
                           Borrower is subject.
                  3.1.7    Borrower incurs the Obligations  herein from Bank for
                           business  purposes  only  and  shall  not  incur  the
                           Obligations   for   personal,   household  or  family
                           purposes.
                  3.1.8    There is no claim, loss, contingency,  litigation, or
                           proceeding  whether  or not  pending,  threatened  or
                           imminent against or otherwise affecting Borrower 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 Borrower.
                  3.1.9    Borrower 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.
                  3.1.10   Borrower 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 Borrower 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 Borrower 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 Borrower.
                  3.1.11   With respect to each Employee Benefit Plan maintained
                           by Borrower, 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;  Borrower  is not
                           subject  to thirty  (30) days  notice to the  Pension
                           Benefit  Guaranty  Corporation,   and  Borrower  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.
                  3.1.12   Borrower  is the  owner  of the  Collateral  free and
                           clear  of all  Security  Interests,  encumbrances  or
                           liens,  except  liens which arise by operation of law
                           with respect to Obligations of Borrower which are not
                           yet due and  payable;  and  Borrower  will defend the
                           Collateral  against  all  claims  and  demands of all
                           persons or entities at any time  claiming an interest
                           therein.
                  3.1.13   Borrower 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.
                  3.1.14   Borrower is not a "foreign person" within the meaning
                           of Section 1445(f)(3) of the Internal Revenue Code of
                           1986 as amended and the related  Treasury  Department
                           regulations, including temporary regulations.

<PAGE>

                  3.1.15   The  advent of the year 2000   shall not  adversely
                           affect  Borrower's  operations or the  performance
                           of its information  technology. Without  limiting the
                           generality of the  foregoing,  (i) the hardware and
                           software utilized by Borrower 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 Borrower  will  not abnormally end  or
                           provide invalid or incorrect  results as a result of
                           date data, and  (iii) the hardware and  software
                           utilized by Borrower 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.
4.       GENERAL COVENANTS
         4.1 Borrower covenants and agrees that so long as any Obligations shall
         remain outstanding:
                  4.1.1    Borrower  shall  not  permit  any  further  mortgage,
                           pledge,  grant,  Security  Interest  in  or  lien  or
                           encumbrance  upon  any of  the  property,  assets  or
                           rights of Borrower, except in favor of Bank.
                  4.1.2    Borrower shall not merge or consolidate with or sell,
                           assign,  lease or  otherwise  transfer  or dispose of
                           (whether  in  one  transaction  or  in  a  series  of
                           transactions)  all or substantially all of its assets
                           (whether now owned or hereafter  acquired or arising)
                           to,  any   person  or  entity  or   acquire   all  or
                           substantially  all the assets or the  business of any
                           person or entity;
                  4.1.3    Borrower shall continue to engage in an efficient and
                           economical  manner in a business of the same  general
                           type as conducted by it on the Date of Agreement.
                  4.1.4    Borrower shall furnish to Bank:
                           4.1.4.1  Within  ninety  (90) days after the last day
                                    of each fiscal year of Borrower, 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,
                                    including but not limited to J.H. Cohen;
                           4.1.4.2  Within  forty-five (45) days after the close
                                    of  each  quarter  of  each  fiscal  year of
                                    Borrower,  financial  statements  similar to
                                    those  required  under  paragraph   4.1.4.1,
                                    prepared by Borrower  and  certified  by the
                                    chief financial officer of Borrower;
                           4.1.4.3  Together with the financial  statements  set
                                    forth in Section 4.1.4.1,  a letter executed
                                    by the  aforesaid  accountant  acknowledging
                                    Bank's reliance on said financial statements
                                    and Borrower's knowledge of such reliance;
                           4.1.4.4  Or cause  to be  furnished  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;
                           4.1.4.5  Or cause  to be  furnished  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 paragraph  4.1.4.1,  prepared
                                    by  Guarantor  and  certified  by the  chief
                                    financial officer of Guarantor;
                           4.1.4.6  Within  twenty  (20)  days  after the end of
                                    each calendar  quarter,  if Inventory and/or
                                    Equipment   are  part  of  the   Collateral,
                                    information concerning quantities, costs and
                                    fair market  value with respect to Inventory
                                    and/or  Equipment,  as  applicable;  and  if
                                    Receivables are part of the  Collateral,  an
                                    aged analysis of all outstanding Receivables
                                    in form and substance  satisfactory to Bank;
                                    and
                           4.1.4.7  Promptly and in form  satisfactory  to Bank,
                                    such   other   information   as   Bank   may
                                    reasonably request from time to time.
                  4.1.5    Borrower  shall  comply  with all  present and future
                           laws, rules and regulations applicable to Borrower in
                           the  operation of its  business and the  ownership of
                           its assets,  and all material  agreements to which it
                           is subject.
         4.2      Borrower further covenants and agrees to:
                  4.2.1    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
                           under  this   Agreement  or  any  Loan  Document  and
                           promptly  inform  Bank of any events or change in the
                           financial  condition of Borrower  occurring since the
                           date of the  last  financial  statement  of  Borrower
                           delivered to Bank, which individually or cumulatively
                           when viewed in light of prior  financial  statements,
                           could  result  in a  material  adverse  change in the
                           business,   properties,   prospects,   operation   or
                           condition (financial or otherwise) of Borrower;
                  4.2.2    If a corporation,  maintain in good standing its
                           corporate  existence in its  jurisdiction of
                           incorporation and its status as a foreign corporation
                           qualified to do business in those jurisdictions where
                           Borrower is required  to be  qualified;  if a
                           partnership  or a limited  partnership,  maintain  in
                           good  standing  its partnership  existence in its
                           jurisdiction  of formation  and its status as a
                           foreign  limited partnership qualified to do business
                           in those  jurisdictions  where  Borrower is required
                           to be qualified;  if a limited liability company,
                           maintain in good standing its limited liability
                           company existence in its jurisdiction of formation
                           and its  status  as a  foreign  limited  liability
                           company  qualified  to do  business  in those
                           jurisdictions where Borrower is required to be
                           qualified.


<PAGE>


                    4.2.3  Pay or  deposit  promptly  when due   all sales, use,
               excise,  personal  property,  income,   withholding,   corporate,
               franchise and other taxes,  assessments and governmental  charges
               and, when requested by Bank, submit to Bank proof satisfactory to
               Bank that such payments  and/or  deposits  have been made;
                    4.2.4 Maintain casualty insurance coverage with an insurance
               company on the  Collateral  in such  amounts and of such types as
               may be requested  by Bank,  and in any event,  as are  ordinarily
               carried by similar  businesses;  and, in the case of all policies
               insuring property in which Bank shall have a Security Interest of
               any kind  whatsoever  all such  insurance  policies shall contain
               standard  lender's  loss  payable  clauses  in  favor of Bank and
               provide that the proceeds  thereof  shall be payable to Bank,  as
               its interest may appear.  Borrower shall produce proof of payment
               of premiums for said  insurance  policies as Bank may  reasonably
               request. All said policies or certificates  thereof,including all
               endorsements  thereof  and  those  required  hereunder,  shall be
               deposited with Bank;  and such policies shall contain  provisions
               that no such insurance may be canceled or decreased or amended in
               such manner and to such extent as prudent business judgment would
               dictate. If Borrower shall at any time or times hereafter fail to
               obtain and/or maintain any of the policies of insurance  required
               herein,  or fail to pay any premium in whole or in part  relating
               to any such policies,  Bank shall be notified  within thirty (30)
               days of any such failure to obtain and/or  maintain said policies
               of insurance or the failure to pay any premium when due. The Bank
               may,  but  shall  not  obliged   to,obtain  and/or  cause  to  be
               maintained  insurance  coverage  with respect to the  Collateral,
               including,  at Bank's option, the coverage provided by all or any
               of the  policies  of  Borrower  and  pay  all or any  part of the
               premium any Event of Default by Borrower, and any sums, including
               reasonable attorney fees, court costs, expenses and other charges
               related  thereto,  so  disbursed  by Bank  shall be  payable,  on
               demand,   by  Borrower  to  Bank  and  shall  be  an   additional
               Obligation;
                    4.2.5  Notify Bank in writing  within ten (10) days,  of any
               claim, litigation,  action or proceeding filed or commenced by or
               against  Borrower that could result in a material  adverse change
               in the business,  properties,  prospects,  operation or condition
               (financial  or  otherwise)  of  Borrower;  or a material  adverse
               occurrence, in each case, together with a complete description of
               the action taken or proposed to be taken with respect thereto;
                    4.2.6 Permit Bank, at  Borrower's  expense,  through  Bank's
               authorized attorneys, accountants or representatives,  to inspect
               the  Collateral  and  inspect,   examine  and  audit  the  books,
               accounts,   records,   ledgers  and  assets  of  every  kind  and
               description of Borrower with respect thereto at reasonable times;
               4.2.7 At any time and from  time to time  upon  request  of Bank,
               execute and deliver to Bank, in form and  substance  satisfactory
               to Bank, such documents as Bank shall deem necessary or desirable
               to perfect or maintain perfected the Security Interest of Bank in
               the  Collateral  or which may be  necessary  to  comply  with the
               provisions  of the law of the  State of New  Jersey or the law of
               any other  jurisdiction  in which Borrower may then be conducting
               business or in which any of the Collateral may be located; and
                    4.2.8 Notify Bank in writing  immediately  of any amendments
               or other  changes  to any  by-laws,  articles  of  incorporation,
               certificates  of  formation,  operating  agreements,  partnership
               agreements,  limited partnership agreements or any other document
               (or other  arrangement,  whether or not in writing) governing the
               organization or operation of Borrower or the respective interests
               of its shareholders, members or partners, provided, however, that
               if Borrower is a limited liability company,  no amendments to the
               Operating  Agreement  will  be made  without  the  prior  written
               consent of Bank.

5.        FINANCIAL  COVENANTS
          5.1       Borrower  covenants  and  agrees  that  so  long as any
                    Obligations shall remain  outstanding  Borrower shall:
                    5.1.1 Not incur any indebtedness  from any source other than
               Bank,  except  normal  trade debts and  accruals in the  ordinary
               course of business;
                    5.1.2 Maintain a ratio of debt to tangible  capital funds of
               not more than 1.25:1 which ratio is defined as total  liabilities
               divided by tangible net worth on a consolidated  basis and tested
               no less than quarterly; and
                    5.1.3 Not permit its Debt Service  Coverage Ratio to be less
               than 1.30:1.  "Debt Service  Coverage  Ratio" shall mean earnings
               before interest,  taxes, depreciation and amortization divided by
               the sum of current  maturities of long term debt, capital leases,
               interest  expense and  distributions.  All  calculations  of Debt
               Service  Coverage  Ratio  shall be on a  consolidated  basis  and
               tested no less than annually.

6.        EVENTS OF DEFAULT AND  ACCELERATION

                    6.1 The  occurrence  of any  one or  more  of the  following
               events  shall  constitute  an Event of Default  hereunder:
                    6.1.1 Failure to pay any  principal,  interest or any of the
               Obligations within ten (10) days of the date due;
                    6.1.2  Failure to perform or observe any  covenant,  term or
               agreement  herein  set  forth or set  forth in any Loan  Document
               within any applicable grace period;
                    6.1.3 Any  representation or warranty made or deemed made by
               the Borrower herein or in any Loan Document or which is contained
               in  any  certificate,   document,   opinion  or  other  statement
               furnished  now or at any time shall prove to be  incorrect in any
               material  respect on or as of the date made or deemed to be made;
                    6.1.4  Failure  to  pay or  perform  any  Obligation  of any
               Borrower to Bank, whether by maturity or acceleration,  set forth
               herein or in any Loan Document;
<PAGE>


                    6.1.5 Any change in  ownership  in  Borrower or the death of
               any  Borrower  [if an  individual(s)]  or of  any  of  Borrower's
               principals, members, or key employees [if not an individual];
                    6.1.6 A proceeding being filed or commenced against Borrower
               for  dissolution or liquidation;  or any Borrower  voluntarily or
               involuntarily  terminating  or dissolving or being  terminated or
               dissolved;  insolvency of Borrower,  or Borrower 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,
               Borrower 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 Borrower
               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 other
               party liable for the Obligations  except that in such cases where
               the filing or  commencement  of the action or  appointment of the
               receiver is  involuntary,  Borrower  shall have a period of sixty
               (60)  days to have  such  filings  or  appointment  withdrawn  or
               terminated,  however during such period no drawdowns under either
               Facility A or Facility B shall be permitted;
                    6.1.7  Any   attachments,   liens  or  additional   Security
               Interests being placed upon any of the Collateral;
                    6.1.8  Acquisition at any time or from time to time of title
               to  the  whole  or any  part  of the  Collateral  by any  person,
               partnership or corporation other than Borrower;
                    6.1.9 Any final judgment,  order or decree rendered  against
               Borrower exceeding $25,000 and remaining  undischarged,  unstayed
               or outstanding against Borrower for a period of thirty (30) days;
                    6.1.10  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  Borrower  for which  forfeiture  of any of the
               property or assets of Borrower is a penalty;
                    6.1.11  Any  Reportable  Event  occurs  or if  any  Employee
               Benefit Plan is terminated or Bank reasonably  believes that such
               plan may be terminated pursuant to and as defined in the Employee
               Retirement Income Security Act of 1974, as amended;
                    6.1.12 Bank reasonably deems itself insecure; the occurrence
               of  a  material  adverse  change  in  the  business,  properties,
               prospects,  operation or condition  (financial  or  otherwise) of
               Borrower; or a material adverse occurrence; or
                    6.1.13 Any member of  Borrower  that is a limited  liability
               company resigns or any such member's interest terminates.
         6.2      If any Event of Default shall occur, then or at any
                  time thereafter, while such Event of Default shall continue,
                  Bank may  declare  all  Obligations  to be due and  payable,
                  without notice,  protest,  presentment,  dishonor or demand,
                  all of which are hereby expressly waived by Borrower.
7.       RIGHTS AND REMEDIES
         Bank shall have the following rights and remedies at any time:
         7.1      Bank,  and any officer or agent of Bank is hereby  constituted
                  and appointed as true and lawful  attorney-in-fact of Borrower
                  with power:
                  7.1.1    To endorse  the name of  Borrower  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
                           Obligation;
                  7.1.2    To sign and endorse  the name of  Borrower  upon any
                           invoice,  freight or express bill, bill of lading,
                           storage or warehouse receipt, drafts against account
                           debtors or other obligors;
                  7.1.3    To notify the post office  authorities  to change the
                           address  for  delivery  of  mail  of  Borrower  to an
                           address  designated by Bank and to receive,  open and
                           dispose of all mail addressed to Borrower;
                  7.1.4    To sign the name of Borrower upon any Local, State or
                           Federal agency information release form including but
                           not  limited to Tax  Information  Authorization  Form
                           8821 of the Internal Revenue Service;
                  7.1.5    To sell,  assign,  sue  for,  collect  or  compromise
                           payment of all or any part of the  Collateral  in the
                           name of  Borrower,  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;
                  7.1.6    To do any and all things  necessary  to exercise  its
                           rights  and  remedies  as fully  and  effectually  as
                           Borrower might or could do but for this  appointment,
                           together  with full power of  substitution  (Borrower
                           hereby ratifying all that said attorney-in-fact shall
                           lawfully  do or cause to be done by  virtue  hereof).
                           Neither  Bank nor its agents  shall be liable for any
                           acts or  omissions  or for any error of  judgment  or
                           mistake  of  fact  or  law in its  capacity  as  such
                           attorney-in-fact.  This power of  attorney is coupled
                           with an interest and shall be  irrevocable so long as
                           any Obligations shall remain outstanding.
                  7.1.7    To appraise or reappraise  any property,  assets,  or
                           rights of Borrower,  at  Borrower's  expense,  in any
                           Federally  regulated  transaction  as  defined  under
                           Title  XI  of  the  Financial  Institution,   Reform,
                           Recovery and  Enforcement  Act of 1989 ("FIRREA") and
                           such fee (whether or not such appraiser is a salaried
                           employee  of Bank)  shall be part of the  Obligations
                           herein,  secured  by the  Collateral  and  payable on
                           demand.


<PAGE>


         7.2      Bank  shall  have  the  right to  setoff,  without  notice  to
                  Borrower,  any and all  deposits  or other sums at any time or
                  times  credited by or due from Bank to Borrower,  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 may be set-off against all or
                  any part of the Obligations at any time.  Borrower 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 a security  interest  in and to
                  such deposits or other sums.
         7.3      Bank shall have,  in addition to any other rights and remedies
                  contained herein, and in any Loan Document,  all of the rights
                  and remedies of a secured  party under the Uniform  Commercial
                  Code in force in the  State of New  Jersey,  as of the Date of
                  Agreement,  and all rights and remedies available at law or in
                  equity,  all of which rights and remedies  shall be cumulative
                  and non-exclusive, to the extent permitted by law.
         7.4      Any  notice  required  to be  given by Bank of a sale or other
                  disposition of the Collateral or other intended action by Bank
                  made in accordance  with the terms herein or any Loan Document
                  at least ten (10) days prior to such  proposed  action,  shall
                  constitute fair and reasonable  notice to Borrower 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  Borrower,  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  attorney's  fees  and any  other
                  expenses   incurred   by  Bank,   shall  be   applied   toward
                  satisfaction of the Obligations hereunder.  Bank shall account
                  to Borrower for any surplus  realized  upon such sale or other
                  disposition   and  Borrower   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 are fully paid.
         7.5      If at any  time  Bank  determines  that  any  applicable  law,
                  regulation,  condition or directive,  or the interpretation of
                  any thereof,  relating to capital adequacy  (including but not
                  limited to, any request,  guideline or policy,  whether or not
                  having the force of law and  including but not limited to, any
                  regulation  promulgated  by  the  Board  of  Governors  of the
                  Federal  Reserve  System as now or from time to time hereafter
                  in effect) by any authority charged with the administration or
                  interpretation thereof, or any change in any of the foregoing,
                  has or would have the effect of reducing the rate of return on
                  Bank's  capital as a consequence of Bank's  obligations  under
                  this  Agreement  to a level  below  that which Bank would have
                  achieved but for such law, regulation,  condition,  directive,
                  interpretation  or change  (taking into  consideration  Bank's
                  policies with respect to capital adequacy) by an amount deemed
                  by Bank to be material,  then from time to time Borrower shall
                  pay to  Bank  on  demand  such  additional  amount(s)  as will
                  compensate Bank for such  reduction.
                  7.5.1    Bank will promptly notify Borrower of any event of
                           which it has knowledge, occurring after the date
                           hereof, which will entitle Bank to  compensation
                           pursuant to Section  7.5.  A  certificate  or  notice
                           from  Bank claiming  compensation  under Section 7.5
                           and setting forth  the  additional  amount(s)  to be
                           paid  to it hereunder  shall  be  conclusive  in the
                           absence of manifest error.In determining such amount,
                           Bank may use any reasonable averaging and attribution
                           methods.
                  7.5.2    Borrower's failure to pay such additional  amount(s),
                           shall  result in  Borrower  becoming  liable  for the
                           difference  between the actual  return  achieved  and
                           what Bank had  expected to achieve and shall become a
                           part of Borrower's  Obligations herein secured by the
                           Collateral.
         7.6      In the event that Borrower's credit  relationship with Bank is
                  rated substandard or lower on Bank's rating system(s),  all of
                  which ratings shall be in Bank's absolute and sole discretion,
                  Borrower  shall pay to Bank,  upon receipt of notice from Bank
                  to such effect,  an  additional 1% per annum in excess of each
                  payment  to be made under  this  Agreement  and any other Loan
                  Document  until such rating is upgraded to above  substandard.
                  Borrower's  failure  to pay such  additional  amount(s)  shall
                  become a part of Borrower's  Obligations payable on demand and
                  secured by the Collateral.

8.       GENERAL PROVISIONS
         8.1      The failure of Bank at any time or times  hereafter to require
                  strict  performance  by  Borrower  of any  of the  provisions,
                  warranties,  terms and conditions  contained  herein or in any
                  Loan Document shall not waive, affect or diminish any right of
                  Bank  at  any  time  or  times  thereafter  to  demand  strict
                  performance  thereof.  No rights of Bank  hereunder  or in any
                  Loan  Document  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  Borrower
                  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.
         8.2      Any  demand  or  notice  required  or  permitted  to be  given
                  hereunder or in any Loan  Document  shall 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 Borrower at Borrower'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.
         8.3      Any  notice  required  to be given by Bank made in  accordance
                  with the terms  herein or any Loan  Document at least ten (10)
                  days prior to such proposed action,  shall constitute fair and
                  reasonable notice to Borrower of any such action.
         8.4      This  Agreement  and the Loan  Documents  contain  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.
         8.5      Borrower  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  Agreement or any Loan
                  Document and the repayment in full of Borrower's Obligations.


<PAGE>


         8.6      Wherever  possible,  each  provision  herein  or in  any  Loan
                  Document  shall  be  interpreted  in  such  manner  as  to  be
                  effective and valid under  applicable  law. Should any portion
                  of this Agreement or any Loan Document be declared invalid for
                  any reason in any jurisdiction, such declaration shall have no
                  effect upon the  remaining  portions of this  Agreement or any
                  Loan Document.  Furthermore, the entirety of this Agreement or
                  any Loan Document  shall  continue in full force and effect in
                  all other  jurisdictions and said remaining portions herein or
                  in any Loan Document  shall  continue in full force and effect
                  in the subject  jurisdiction  as if this Agreement or any Loan
                  Document had been executed with the invalid  portions  thereof
                  deleted.
         8.7      In the event  Bank seeks to take  possession  of any or all of
                  the Collateral by court process,  Borrower 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.
         8.8      The provisions of this Agreement or any Loan Document shall be
                  binding  upon and shall  inure to the  benefit  of the  heirs,
                  personal  representatives,   administrators,   successors  and
                  assigns of Bank and Borrower;  provided, however, Borrower may
                  not  assign  any  of  its  rights  or  delegate   any  of  its
                  Obligations  hereunder  or in any Loan  Document  without  the
                  prior written consent of Bank.
         8.9      This  Agreement or any Loan Document 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.
         8.10     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
                  Loan  Document 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
                  Agreement  or any Loan  Document,  or to enforce any rights of
                  Bank  hereunder  or in any Loan  Document,  whether  before or
                  after the  occurrence  of any Event of Default,  or to collect
                  any of the Obligations  then, in any of such events,  Borrower
                  agrees to pay attorney 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.
         8.11     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  Borrower
                  hereby authorizes Bank to release all or part of any financial
                  or credit  information  provided  by  Borrower  to Bank to any
                  other bank or financial institution without notice.
         8.12     Each reference herein or in any Loan Document to Bank shall be
                  deemed  to  include  its  successors  and  assigns,  and  each
                  reference to Borrower 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    the   heirs,    personal
                  representatives,  administrators,  successors  and  assigns of
                  Borrower,  all of whom shall be bound by the provisions hereof
                  or in any Loan  Document.  The term  "Borrower" as used herein
                  shall,  if this  Agreement  or any Loan  Document is signed by
                  more than one  Borrower,  mean,  unless this  Agreement or any
                  Loan  Document   otherwise  provides  or  unless  the  context
                  otherwise  requires,  the "Borrower" 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
                  Borrower in and to its several respective properties.
         8.13     The section  headings herein are included for convenience only
                  and shall not be deemed to be a part of this Agreement or any
                  Loan Document.

9.       ASSIGNMENT BY BANK
         Bank may from time to time without  notice to Borrower,  sell,  assign,
         transfer  or  otherwise  dispose of all or any part of the  Obligations
         and/or the Collateral therefor. In such event, each and every immediate
         and successive purchaser,  assignee, transferee or holder of all or any
         part of the Obligations  and/or the Collateral  therefor shall have the
         right to enforce this 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 rights.  Bank shall
         have an unimpaired  right to enforce this  Agreement for its benefit to
         that  portion  of the  Obligations  as  Bank  has not  sold,  assigned,
         transferred or otherwise disposed of.
===============================================================================
10.      WAIVER OF JURY TRIAL
BORROWER 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 BORROWER BY MAILING A COPY OF THE SUMMONS TO BORROWER
AT BORROWER'S ADDRESS. BANK LIKEWISE WAIVES TRIAL BY JURY.
===============================================================================


WITNESS:                          BORROWER
-------                           --------------------------
                                  ENVIRONMENTAL WASTE MANAGEMENT ASSOCIATES, LLC

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


WITNESS:                          BORROWER

                                  INTEGRATED ANALYTICAL LABORATORIES, LLC
-------                           ----------------------

/s/ Frank Russomanno              /s/ Michael Leftin
--------------------               ------------------
Frank Russomanno, Secretary       Michael Leftin, President


ATTEST:                           BORROWER

                                  ENVIRONMENTAL WASTE MANAGEMENT ASSOCIATES,INC.

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


ATTEST:                          BORROWER

                                 INTEGRATED ANALYTICAL LABORATORIES, INC.

/s/ Frank Russomanno             /s/ Michael Leftin
--------------------             ----------------------------------
Frank Russomanno, Secretary        Michael Leftin, President


ATTEST:                          SUMMIT BANK

------------------------------   /s/ John Hemmens
                                 ----------------------------------
Bank Officer Name: -----------   John Hemmens, Vice President
Bank Officer Title: ----------
NJMM0202(3/97)


<PAGE>


                      EXHIBIT A TO SECURED CREDIT AGREEMENT

                        SUPPLEMENT TO SECURITY AGREEMENT



Supplement dated  August 14,  2000 to Security  Agreement dated August 14, 2000,
2000 (the "Security  Agreement") by 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") to Summit Bank ("Bank").

Borrower  hereby  agrees to supplement  the Security  Agreement so as to add the
property described below as additional  Equipment  constituting a portion of the
Collateral in which a security  interest is granted to Bank under and subject to
all of the terms and conditions of the Security  Agreement and a certain Secured
Credit  Agreement  by and between  Borrower  and Bank dated August 14, 2000 (the
"Secured Credit Agreement").

                 [Enter Description of Equipment in this Space]



Borrower hereby reaffirms,  as of the date hereof, each and every representation
set  forth  in  the  Security   Agreement  and  the  Secured  Credit  Agreement.
Capitalized  terms not defined herein but defined the in the Security  Agreement
or the Secured  Credit  Agreement  shall have the same meaning  ascribed to such
terms in the  Security  Agreement  or the Secured  Credit  Agreement.  Except as
supplemented  hereby,  each of the  Security  Agreement  and the Secured  Credit
Agreement remains in full force and effect.

IN WITNESS  WHEREOF  Borrower  has caused this  Supplement  to be  executed  and
delivered by it duly authorized officer on the date first above written


W
WITNESS:                          BORROWER  Environmental Waste Management
-------                           --------  Associates, L.L.C.

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


WITNESS:                           BORROWER  Integrated Analytical Laboratories,
-------                            --------  L.L.C.

/s/ Frank Russomanno               /s/ Michael Leftin
--------------------               ------------------
Frank Russomanno, Secretary        Michael Leftin, President


ATTEST:                            BORROWER Environmental Waste Management
------                             --------  Associates, Inc.

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


ATTEST:                            BORROWER Integrated Analytical Laboratories,
------                             -------- Inc.

/s/ Frank Russomanno               /s/ Michael Leftin
--------------------               ------------------
Frank Russomanno, Secretary        Michael Leftin, President


<PAGE>



                      EXHIBIT B TO SECURED CREDIT AGREEMENT
                                   FACILITY B
                             FORM OF PROMISSORY NOTE


                                                            $
                                                             ------------------
================================================================================
LOAN
FOR VALUE RECEIVED, the Undersigned  ("BORROWER"),  unconditionally (and jointly
and severally,  if more than one) promise(s) to pay to SUMMIT BANK ("BANK"),  or
order,  at its  offices  at , New  Jersey,  or at  such  other  place  as may be
designated in writing by Bank,  the principal sum of ($ ) Dollars  together with
interest  from  the date  hereof  on the  unpaid  principal  balance  hereunder,
computed  daily, at the RATE per annum  indicated  below,  payable in accordance
with the particular PAYMENT SCHEDULE indicated below.

Borrower  authorizes  Bank to effect  payment  of the sums due under the Note by
means of debiting Borrowers' checking account.
================================================================================
RATE [To be  determined  in  accordance  with  Section 2 of the related  Secured
Credit Agreement]

A RATE based on the "Prevailing  Base Rate" of Bank will change each time and as
of the date that the Prevailing Base Rate of Bank changes.

     The  Prevailing  Base  Rate of Bank  means  the  fluctuating  Base  Rate of
     interest  established  by Bank from time to time  whether  or not such rate
     shall be otherwise  published.  The Prevailing Base Rate is established for
     the convenience of Bank. It is not  necessarily  Bank's lowest rate. In the
     event that there  should be a change in the  Prevailing  Base Rate of Bank,
     such change shall be effective on the date of such change without notice to
     Borrower or any  Guarantor,  Endorser  or Surety.  Any such change will not
     effect or alter any other terms or conditions of this Note.

     Interest  will be  calculated  on the  basis of the  actual  number of days
     elapsed over a year of 360 days, unless otherwise prohibited by law.

     To the  extent  permitted  by law,  whenever  there is any Event of Default
     under this Note, or  non-payment  upon demand,  the RATE of interest on the
     unpaid principal  balance shall, at the option of the Bank, be 5% in excess
     of the RATE of interest provided herein.  Borrower  acknowledges  that: (i)
     such  additional  rate is a material  inducement  to Bank to make the loan;
     (ii) Bank would not have made the loan in the absence of the  agreement  of
     the  Borrower  to pay such  additional  rate;  (iii) such  additional  rate
     represents  compensation  for increased risk to Bank that the loan will not
     be repaid;  and (iv) such rate is not a penalty and represents a reasonable
     estimate  of (a)  the  cost  to  Bank in  allocating  its  resources  (both
     personnel and financial) to the on-going review, monitoring, administration
     and collection of the loan and (b) compensation to Bank for losses that are
     difficult to ascertain.

     Notwithstanding any other limitations contained in this Note, Bank does not
     intend to charge and Borrower  shall not be required to pay any interest or
     other fees or charges in excess of the maximum permitted by applicable law.
     Any  payments  in excess of such  maximum  shall be refunded to Borrower or
     credited against principal.

     The RATE shall be Prevailing Base Rate minus .50%.

     Interest shall accrue on the unpaid  principal  balance of this Note at the
     Rate until the entire principal  balance of this Note has been paid in full
     notwithstanding  any demand for payment,  acceleration  and/or the entry of
     any judgment against Borrower, any Guarantor or Endorser.
================================================================================
PAYMENT SCHEDULE
In the event that any  payment  due under the Loan shall not be received by Bank
within TEN (10) days of the due date, Borrower shall, to the extent permitted by
law, pay Bank a late charge of five percent (5%) of the overdue  payment (but in
no event to be less than  $25.00 nor more than  $2,500.00)  as  compensation  to
Bank. Any such late charge shall be in addition to all other rights and remedies
to which Bank may be entitled and shall be immediately due and payable. Borrower
acknowledges that (i) such late charge is a material  inducement to Bank to make
the loan, (ii) Bank would not have made the loan in the absence of the agreement
of the  Borrower  to pay such late  charge,  and (iii) such late charge is not a
penalty and  represents a reasonable  estimate of the cost to Bank in allocating
its  resources  (both  personnel  and  financial)  to  the  additional   review,
monitoring, administration and collection of the loan.

     All payments received  hereunder may be applied first to the payment of any
     expenses or charges payable hereunder and accrued interest, and the balance
     only applied to principal.

                  Principal shall be paid:

     In equal monthly  installments of $ each,  commencing on , , and continuing
     on the same day of each successive month  thereafter,  with a final payment
     of all unpaid principal on April 30, 2006.

     Interest  shall be paid:  monthly  commencing on , , and  continuing on the
     same day of each successive month  thereafter,  with a final payment of all
     unpaid interest at the time of the final payment of the unpaid principal.

(a) PREPAYMENT

Borrower shall pay to Bank a prepayment fee on any payment of principal which is
paid prior to the date on which such payment is due.  The fee due on  prepayment
shall be the present value of the  difference  between the yield on the loan (or
the portion of the loan) being  prepaid and the yield,  as determined by Bank in
its sole and absolute discretion,  on a U.S. Treasury security having the coupon
and  maturity  (or, in the case of a loan with a maturity of one year or less, a
U.S. Treasury bill with a maturity) closest to the loan (or portion of the loan)
being prepaid, calculated over the remaining term of the loan, but not less than
zero (the  "Treasury  Yield").  The Treasury Yield will be adjusted to take into
account  any  differences  in interest  payment  calculation,  interest  payment
frequency  or  other  relevant  characteristics,  if any,  between  the loan (or
portion of the loan) being prepaid and the U.S.  Treasury  security or bill. The
discount rate for  calculating  the present value will be the Treasury Yield, as
adjusted.  In the case of prepayment,  Bank must receive notice from Borrower of
at  least  one  banking  day (or  longer  if  specified  by  Bank)  prior to any
prepayments.  The prepayment fee is unconditionally  due and payable whether the
prepayment is voluntary or involuntary, such as by reason of operation of law or
acceleration of the loan upon an Event of Default.

(b) LATE PAYMENT

In the event that any  payment  due under the loan shall not be received by Bank
within TEN (10) days of the due date, Borrower shall, to the extent permitted by
law, pay Bank a late charge of five percent (5%) of the overdue  payment (but in
no event to be less than  $25.00 nor more than  $2,500.00)  as  compensation  to
Bank. Any such late charge shall be in addition to all other rights and remedies
to which Bank may be entitled and shall be immediately due and payable.

(c) BORROWER ACKNOWLEDGMENT

Borrower acknowledges that (i) the fees and charges described under sections (a)
and (b)  above  are a  material  inducement  to Bank to make the loan  evidenced
hereby,  (ii) Bank would not have made the loan in the absence of the  agreement
of Borrower to pay such fees and  charges,  (iii) the fee and charges in (a) and
(b) are not a  penalty  and  represent  a  reasonable  estimate  of the  cost to
compensate Bank for: (x) in the case of (a) above,  its funding losses,  and (y)
in the case of (b) above,  the cost to Bank in allocating  its  resources  (both
personnel and financial) to the additional  review,  monitoring,  administration
and collection of the loan.

================================================================================

SECURITY
As security for this Note, or any  modifications,  extensions  and/or  renewals,
Borrower  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,  under the control of or in transit to Bank which  belong to  Borrower,  any
Guarantor or Endorser hereof.
                      X
                  ------- If this line is checked, this Note and any subsequent
                  modification, extension and/or renewal hereof are also secured
                  by and/or  entitled  to the  benefit of a  Security  Agreement
                  dated  July  ----,  2000  (or  any  subsequent   modification,
                  extension or renewal thereof.)
================================================================================
WAIVER OF JURY TRIAL
BORROWER 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 BORROWER BY MAILING A COPY OF THE SUMMONS TO BORROWER
AT BORROWER'S ADDRESS. BANK LIKEWISE WAIVES TRIAL BY JURY .

================================================================================
                THE ADDITIONAL TERMS AND CONDITIONS SET FORTH IN
                        THIS NOTE ARE A PART OF THIS NOTE
================================================================================


WITNESS:                          BORROWER  Environmental Waste Management
-------                           --------  Associates, L.L.C.

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


WITNESS:                           BORROWER  Integrated Analytical Laboratories,
-------                            --------  L.L.C.

/s/ Frank Russomanno               /s/ Michael Leftin
--------------------               ------------------
Frank Russomanno, Secretary        Michael Leftin, President


ATTEST:                            BORROWER Environmental Waste Management
------                             --------  Associates, Inc.

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


ATTEST:                            BORROWER Integrated Analytical Laboratories,
------                             -------- Inc.

/s/ Frank Russomanno               /s/ Michael Leftin
--------------------               ------------------
Frank Russomanno, Secretary        Michael Leftin, President




with its place of business or chief  executive  office (if it has more than one
place of business) at 151  Veterans  Drive,  Northvale, New Jersey 07647.
==============================================================================
                         ADDITIONAL TERMS AND CONDITIONS

1.   Waivers;  Consents;  Costs and Expenses.
     ---------------------------------------
     Borrower  and  any  Co-Borrowers,  or  Guarantor,  or any  Endorser  hereof
     (collectively  "Obligors")  and each of  them:  (i)  waive(s)  presentment,
     dishonor,  demand, notice of demand,  protest, notice of protest and notice
     of  nonpayment  and any other notice  required to be given under law to any
     Obligors in connection with the delivery, acceptance,  performance, default
     or enforcement of this Note, of any endorsement or guaranty of this Note or
     of any document or instrument  evidencing  any security for payment of this
     Note; (ii) consent (s) to any and all delays, extensions, renewals or other
     modifications  of this Note or  waivers  of any term  hereof or  release or
     discharge by Bank of any Obligors or release,  substitution  or exchange of
     any  security  for the payment  hereof or the failure to act on the part of
     Bank or any  indulgence  shown by Bank from time to time and in one or more
     instances,  (without  notice to or further assent from any of Obligors) and
     agree(s)  that no such  action,  failure to act or failure to exercise  any
     right or remedy on the part of the Bank  shall in any way  affect or impair
     the  obligations of any Obligors or be construed as a waiver by Bank of, or
     otherwise  affect,  any of the Bank's  rights  under  this Note,  under any
     endorsement  or guaranty of this Note or under any  document or  instrument
     evidencing  any security for payment of this Note;  and (iii)  (jointly and
     severally,  if more than one)  agree(s)  to pay,  on demand,  all costs and
     expenses of collection of this Note or of any  endorsement  or any guaranty
     hereof  and/or the  enforcement  of Bank's  rights with  respect to, or the
     administration,  supervision,  preservation,  protection of, or realization
     upon,  any  property  securing  payment  hereof  (including  any  costs and
     expenses incurred in any bankruptcy or other insolvency  proceedings of any
     Obligors),  including  reasonable  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 all liabilities  hereunder,  which shall be
     deemed reasonable.

2.   Governing  Law.
     --------------
     This Note is delivered in and shall be construed  under
     the laws of the State of New Jersey  and in any  litigation  in  connection
     with, or  enforcement,  of this Note or of any  endorsement  or guaranty of
     this Note or any security given for payment hereof. The term "Bank" as used
     in this Note shall include Bank's successors, endorsers and assigns.
<PAGE>


3.   Events of Default.
     -----------------
     The occurrence of any one or more of the following  events shall constitute
     an Event of Default hereunder:  (i) failure to pay any principal,  interest
     or any of the  Obligations  within  ten  (10)  days of the date  due;  (ii)
     failure to pay or perform any  Obligation  of any of the  Obligors to Bank,
     whether by maturity or acceleration,  set forth in this Note or in any Loan
     Document within any applicable grace period;  (iii) any change in ownership
     in any Obligor or the death of any Obligor (if an individual); or of any of
     the principals or key employees of any Obligor (if not an individual); (iv)
     a proceeding  being filed or commenced  against any Obligor for dissolution
     or  liquidation;  or any  of  the  Obligors  voluntarily  or  involuntarily
     terminating or dissolving or being terminated or dissolved;  (v) insolvency
     of any Obligor or any Obligor  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 any Obligor,  or any Obligor  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 any Obligor;  or
     any Obligor 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  Obligor  except  in such  cases  where  the  filing or
     commencement of the action or appointment of the receiver are  involuntary,
     Borrower  shall  have a period of sixty  (60)  days to have such  filing or
     appointment  withdrawn  or  terminated,   however  during  such  period  no
     drawdowns  under either  Facility A or Facility B shall be permitted;  (vi)
     any attachments,  liens or additional  security interests being placed upon
     any of the Collateral;  (vii)  acquisition at any time or from time to time
     of  title  to the  whole  or any  part  of the  Collateral  by any  person,
     partnership, limited liability company or corporation other than any of the
     Obligors;  (viii) any final judgment,  order or decree rendered against any
     Obligor  exceeding  $25,000.00  and  remaining  undischarged,  unstayed  or
     outstanding  against any Obligor for a period of thirty (30) days; (ix) 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 Obligor for which  forfeiture
     of any of the  property  or assets of such  Obligor is a  penalty;  (x) any
     Reportable  Event occurs or if any Employee  Benefit Plan is  terminated or
     Bank  reasonably  believes such plan may be  terminated  pursuant to and as
     defined in the Employee Retirement Income Security Act of 1974, as amended;
     (xi) Bank reasonably  deems itself  insecure;  the occurrence of a material
     adverse  change  in  the  business,  properties,  prospects,  operation  or
     condition  (financial or otherwise) of any Obligor;  or a material  adverse
     occurrence;  (xii) any  member of an  Obligor  that is a limited  liability
     company resigns or any such member's interest terminates.
4.   Acceleration.
     ------------
     If any Event of Default  shall occur,  then or any time  thereafter,  while
     such Event of Default shall  continue,  Bank may declare all Obligations to
     be due and  payable,  without  notice,  protest,  presentment,  dishonor or
     demand,  all of which are hereby expressly  waived by Obligors.  Failure of
     Bank to declare all  Obligations  due and payable upon the occurrence of an
     Event of  Default  shall  not be  deemed a  waiver,  and no  rights of Bank
     hereunder  shall be deemed to have been  waived by an 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
     Borrower  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.
5.   Severability.
     ------------
     In the event any one or more of the  provisions  of this Note shall for any
     reason be held to be invalid, illegal or unenforceable, in whole or in part
     or in any respect,  or in the event that any one or more of the  provisions
     of this Note  operate or would  prospectively  operate to  invalidate  this
     Note, then and in either of those events, such provision or provisions only
     shall be deemed null and void and shall not affect any other  provision  of
     this Note and the remaining  provisions of this Note shall remain operative
     and in full force and effect and shall in no way be affected, prejudiced or
     discharged thereby.
6.   Section  Headings.
     -----------------
     The section headings herein are included for convenience only and shall not
     be  deemed  to  be  part  of  this  Note  or  any  other   Loan   Document.
     NJMM0301(10/96)


<PAGE>



                                   SUMMIT BANK

                               MASTER ADVANCE NOTE
                                                                      FACILITY A

                                                                   $1,000,000.00

July ____, 2000

===============================================================================
LOAN

FOR VALUE RECEIVED, the Undersigned, ("BORROWER"),  unconditionally (and jointly
and severally,  if more than one) promise(s) to pay to SUMMIT BANK ("BANK"),  or
order,  at its offices at 210 Main Street,  Hackensack,  New Jersey 07601, or at
such  other  place  as may be  designated  in  writing  by Bank,  the  principal
aggregate sum of One Million Dollars and No Cents ($1,000,000.00) or such lesser
amount of advances as may have been borrowed, repaid and reborrowed (or for such
other  financial  accommodations  as may have been made)  together with interest
from the date hereof on the unpaid principal balance hereunder,  computed daily,
at the RATE per annum indicated below, payable in accordance with the particular
PAYMENT SCHEDULE indicated below. Any advance(s) shall be conclusively  presumed
to have been made to and for the benefit and at the request of Borrower when (1)
deposited or credited to an account of Borrower with Bank,  notwithstanding that
such advance was requested, orally or in writing, by someone other than Borrower
or that someone  other than  Borrower is  authorized to draw on such account and
may or does  withdraw  the  whole  or any part of such  advance,  or (2) made in
accordance with the oral or written  instructions of Borrower,  or of any one of
them if more than one, or of any one signing below for or on behalf of Borrower.

================================================================================
RATE

A RATE based on the "Prevailing  Base Rate" of Bank will change each time and as
of the date that the Prevailing  Base Rate of Bank changes.  The Prevailing Base
Rate of Bank means the  fluctuating  Base Rate of interest  established  by Bank
from time to time  whether or not such rate shall be  otherwise  published.  The
Prevailing  Base Rate is  established  for the  convenience  of Bank.  It is not
necessarily  Bank's  lowest rate.  In the event that there should be a change in
the Prevailing  Base Rate of Bank, such change shall be effective on the date of
such change without notice to Borrower or any Guarantor, Endorser or Surety. Any
such change will not affect or alter any other terms or conditions of this Note.
Interest  will be  calculated  on the basis of the actual number of days elapsed
over a year of 360 days,  unless  otherwise  prohibited  by law.  To the  extent
permitted by law,  whenever  there is any Event of Default  under this Note,  or
non-payment upon demand,  the RATE of interest on the unpaid  principal  balance
shall,  at the option of Bank, be 5% over the RATE  otherwise  provided  herein.
Borrower  acknowledges that (i) such additional rate is a material inducement to
Bank to make the loan,  (ii) Bank would not have made the loan in the absence of
the agreement of the Obligors (as defined in Section 1 of the  Additional  Terms
and Conditions  hereto) to pay such additional  rate; (iii) such additional rate
represents  compensation  for  increased  risk to Bank that the loan will not be
repaid; and (iv) such rate is not a penalty and represents a reasonable estimate
of (a) the  cost to  Bank  in  allocating  its  resources  (both  personnel  and
financial) to the on-going review, monitoring,  administration and collection of
the  loan  and (b)  compensation  to Bank  for  losses  that  are  difficult  to
ascertain.  Notwithstanding  any other limitations  contained in this Note, Bank
does not intend to charge and Borrower shall not be required to pay any interest
or other fees or charges in excess of the maximum  permitted by applicable  law.
Any payments in excess of such maximum shall be refunded to Borrower or credited
against principal. Interest shall accrue on the unpaid principal balance of this
Note at the Rate until the entire  principal  balance of this Note has been paid
in full notwithstanding any demand for payment, acceleration and/or the entry of
any judgment against Borrower, any Guarantor or Endorser.

Borrower  shall,  subject  to the  terms  and  conditions  of  Section  6 of the
Additional  Terms and  Conditions  hereto,  have the  option  to (i) elect  (an)
interest  rate(s)  determined  by reference to LIBOR (as defined in Section 6 of
the  Additional  Terms and Conditions  hereto),  (ii) convert all or part of its
outstanding  Prevailing  Base  Rate  Loans  (as  defined  in  Section  6 of  the
Additional Terms and Conditions  hereto) to LIBOR Loans (as defined in Section 6
of the Additional Terms and Conditions  hereto) and (iii) convert all or part of
its LIBOR Loans to  Prevailing  Base Rate Loans,  all in  accordance  with,  and
subject to, all of the terms and conditions of Section 6 of the Additional Terms
and Conditions hereto.

The Rate for  Prevailing  Base  Rate  Loans  (as  defined  in  Section  6 of the
Additional  Terms and Conditions  hereto) shall be the  Prevailing  Base Rate of
Bank  minus.50%.  The Rate for  LIBOR  Loans  (as  defined  in  Section 6 of the
Additional Terms and Conditions  hereto) shall be LIBOR (as defined in Section 6
of the Additional Terms and Conditions hereto) plus 2.25%.


The RATE  shall be  Prevailing  Base Rate of Bank minus .5% or LIBOR + 225 basis
points.
<PAGE>



===============================================================================
PAYMENT SCHEDULE

In the event that any  payment  due under the loan shall not be received by Bank
within TEN (10) days of the due date, Borrower shall, to the extent permitted by
law, pay Bank a late charge of 5% of the overdue  payment (but in no event to be
less than $25.00 nor more than $2,500.00) as compensation to Bank. Any such late
charge  shall be in addition to all other  rights and remedies to which Bank may
be entitled and shall be immediately due and payable. Borrower acknowledges that
(i) such late  charge is a material  inducement  to Bank to make the loan;  (ii)
Bank  would  not have  made  the loan in the  absence  of the  agreement  of the
Borrower  to pay such late  charge,  and (iii) such late charge is not a penalty
and  represents  a  reasonable  estimate of the cost to Bank in  allocating  its
resources (both personnel and financial) to the additional  review,  monitoring,
administration and collection of the loan.

All  payments  received  hereunder  may be applied  first to the  payment of any
expenses or charges payable hereunder and accrued interest, and the balance only
applied to principal.

Principal shall be paid in a single payment on April 30, 2001.
Interest shall be paid monthly  commencing on August ___, 2000 and continuing on
the same day of each  successive  month  thereafter  with a final payment of all
unpaid interest at the time of the final payment of the unpaid principal.
================================================================================
SECURITY

As security for this Note, or any  modifications,  extensions  and/or  renewals,
Borrower  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,  under the control of or in transit to Bank which  belong to  Borrower,  any
Guarantor  or  Endorser  hereof.  This  Note  and any  subsequent  modification,
extension  and/or  renewal  hereof are also  secured by and/or  entitled  to the
benefit of a Security  Agreement  (Equipment  and/or Inventory and/or Accounts),
dated  July  ____,  2000.
================================================================================
WAIVER OF JURY TRIAL
BORROWER 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 BORROWER BY MAILING A COPY OF THE SUMMONS TO BORROWER
AT BORROWER'S ADDRESS. BANK LIKEWISE WAIVES TRIAL BY JURY.

================================================================================
THE  ADDITIONAL  TERMS AND  CONDITIONS SET FORTH IN THIS NOTE ARE A PART OF THIS
NOTE.
================================================================================



WITNESS:                          BORROWER  Environmental Waste Management
-------                           --------  Associates, L.L.C.

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


WITNESS:                           BORROWER  Integrated Analytical Laboratories,
-------                            --------  L.L.C.

/s/ Frank Russomanno               /s/ Michael Leftin
--------------------               ------------------
Frank Russomanno, Secretary        Michael Leftin, President


ATTEST:                            BORROWER Environmental Waste Management
------                             --------  Associates, Inc.

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


ATTEST:                            BORROWER Integrated Analytical Laboratories,
------                             -------- Inc.

/s/ Frank Russomanno               /s/ Michael Leftin
--------------------               ------------------
Frank Russomanno, Secretary        Michael Leftin, President

<PAGE>

WITNESS:

with its place of  business or chief  executive  office (if it has more than one
place of  business)  at 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.

================================================================================

                         ADDITIONAL TERMS AND CONDITIONS


1.   Waivers;  Consents;  Costs and Expenses.
     ---------------------------------------
     Borrower  and  any  Co-Borrowers,  or  Guarantor,  or any  Endorser  hereof
     (collectively  "Obligors")  and each of  them:  (i)  waive(s)  presentment,
     dishonor,  demand, notice of demand,  protest, notice of protest and notice
     of  nonpayment  and any other notice  required to be given under law to any
     Obligors in connection with the delivery, acceptance,  performance, default
     or enforcement of this Note, or any endorsement or guaranty of this Note or
     any  document or  instrument  evidencing  any  security for payment of this
     Note; (ii) consent(s) to any and all delays, extensions,  renewals or other
     modifications  of this Note or  waivers  of any term  hereof or  release or
     discharge by Bank of any Obligors or release,  substitution  or exchange of
     any  security  for the payment  hereof or the failure to act on the part of
     Bank or any  indulgence  shown by Bank from time to time and in one or more
     instances,  (without  notice to or further  assent from any  Obligors)  and
     agree(s)  that no such  action,  failure to act or failure to exercise  any
     right or remedy on the part of Bank  shall in any way  affect or impair the
     obligations  of any  Obligors  or be  construed  as a waiver by Bank of, or
     otherwise  affect,  any  of  Bank's  rights  under  this  Note,  under  any
     endorsement  or guaranty of this Note or under any  document or  instrument
     evidencing  any security for payment of this Note;  and (iii)  (jointly and
     severally,  if more than one)  agree(s)  to pay,  on demand,  all costs and
     expenses of collection of this Note or of any  endorsement  or any guaranty
     hereof  and/or the  enforcement  of Bank's  rights with  respect to, or the
     administration,  supervision,  preservation,  protection of, or realization
     upon,  any  property  securing  payment  hereof,  (including  any costs and
     expenses incurred in any bankruptcy or other insolvency  proceedings of any
     Obligors),  including  reasonable  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 all liabilities  hereunder,  which shall be
     deemed reasonable.
2.   Governing  Law.
     --------------
     This  Note is  delivered  in and shall be  construed  under the laws of the
     State  of  New  Jersey  and  in  any  litigation  in  connection  with,  or
     enforcement of, this Note or of any endorsement or guaranty of this Note or
     any security given for payment hereof. The term "Bank" as used in this Note
     shall include Bank's successors, endorsers and assigns.

3.   Events of Default.
     -----------------
     The occurrence of any one or more of the following  events shall constitute
     an Event of Default hereunder:  (i) failure to pay any principal,  interest
     or any of the  Obligations  within  ten  (10)  days of the date  due;  (ii)
     failure to pay or perform any  Obligation  of any of the  Obligors to Bank,
     whether by maturity or acceleration,  set forth in this Note or in any Loan
     Document within any applicable grace period;  (iii) any change in ownership
     in any Obligor or the death of any Obligor (if an individual); or of any of
     the principals or key employees of any Obligor (if not an individual); (iv)
     a proceeding  being filed or commenced  against any Obligor for dissolution
     or  liquidation;  or any  of  the  Obligors  voluntarily  or  involuntarily
     terminating or dissolving or being terminated or dissolved;  (v) insolvency
     of any Obligor, or any Obligor 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 any Obligor,  or any Obligor  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 any Obligor;  or
     any Obligor 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  Obligor  except  in such  cases  where  the  filing or
     commencement of the action or appointment of the receiver are  involuntary,
     Borrower  shall  have a period of sixty  (60)  days to have such  filing or
     appointment  withdrawn  or  terminated,   however  during  such  period  no
     drawdowns  under either  Facility A or Facility B shall be permitted;  (vi)
     any attachments,  liens or additional  security interests being placed upon
     any of the Collateral;  (vii)  acquisition at any time or from time to time
     of  title  to the  whole  or any  part  of the  Collateral  by any  person,
     partnership, limited liability company or corporation other than any of the
     Obligors;  (viii) any final judgment,  order or decree rendered against any
     Obligor  exceeding  $25,000.00  and remaining  undischarged,  unstayed,  or
     outstanding  against any Obligor for a period of thirty (30) days; (ix) 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 Obligor for which  forfeiture
     of any of the  property  or assets of such  Obligor is a  penalty;  (x) any
     Reportable  Event occurs or if any Employee  Benefit Plan is  terminated or
     Bank  reasonably  believes such plan may be  terminated  pursuant to and as
     defined in the Employee Retirement Income Security Act of 1974, as amended;
     (xi) Bank reasonably  deems itself  insecure;  the occurrence of a material
     adverse  change  in  the  business,  properties,  prospects,  operation  or
     condition  (financial or otherwise) of any Obligor;  or a material  adverse
     occurrence;  (xii) any  member of an  Obligor  that is a limited  liability
     company resigns or any such member's interest terminates.

4.   Acceleration.
     ------------
     If any Event of Default  shall occur,  then or any time  thereafter,  while
     such Event of Default shall  continue,  Bank may declare all Obligations to
     be due and  payable,  without  notice,  protest,  presentment,  dishonor or
     demand,  all of which are hereby expressly  waived by Obligors.  Failure of
     Bank to declare all  Obligations  due and payable upon the occurrence of an
     Event of  Default  shall  not be  deemed a  waiver,  and no  rights of Bank
     hereunder  shall be deemed to have been  waived by an 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
     Borrower  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.

5.   Severability.
     ------------
     In the event any one or more of the  provisions  of this Note shall for any
     reason be held to be invalid, illegal or unenforceable, in whole or in part
     or in any respect,  or in the event that any one or more of the  provisions
     of this Note  operate or would  prospectively  operate to  invalidate  this
     Note, then and in either of those events, such provision or provisions only
     shall be deemed null and void and shall not affect any other  provision  of
     this Note and the remaining  provisions of this Note shall remain operative
     and in full force and effect and shall in no way be affected, prejudiced or
     discharged thereby.

6.   LIBOR  Loans.
     ------------
     THIS  SECTION 6 SHALL  APPLY IF  BORROWER  HAS THE OPTION TO (i) ELECT (AN)
     INTEREST RATE(S) DETERMINED BY REFERENCE TO LIBOR, (ii) CONVERT ALL OR PART
     OF ITS  OUTSTANDING  PREVAILING  BASE RATE  LOANS TO LIBOR  LOANS AND (iii)
     CONVERT ALL OR PART OF ITS OUTSTANDING  LIBOR LOANS TO PREVAILING BASE RATE
     LOANS.

<PAGE>

               6.1      Definitions:  For purposes of this Note, the terms set
                        forth below shall be defined as follows:

                           (a)      "Banking Day" means any day on which Bank is
                                    open for  business  and on which  commercial
                                    banks  in  London,   England  are  open  for
                                    dealings  in  U.S.  dollar  deposits  in the
                                    London Interbank Market, provided,  however,
                                    that during any period of time during  which
                                    the  entire  principal  balance of this Note
                                    bears interest at the  Prevailing  Base Rate
                                    in  accordance  with the  provisions of this
                                    Note,  the term "Banking Day" shall mean any
                                    day on which Bank is open for business.

                           (b)      "Interest  Period"  means the period of time
                                    during which a LIBOR Loan is outstanding, it
                                    being agreed that (i) each  Interest  Period
                                    shall be of a duration  of either one month,
                                    two months or three months, (ii) no Interest
                                    Period shall extend beyond the maturity date
                                    of this Note,  and (iii) the  portion of the
                                    principal  balance of this Note with respect
                                    to which a  particular  Interest  Period  is
                                    applicable  will bear  interest at the LIBOR
                                    rate pertaining to such Interest Period from
                                    and including the first day of such Interest
                                    Period to, but not  including,  the last day
                                    of such Interest Period.

                           (c)      "LIBOR"  means with  respect to any Interest
                                    Period for a LIBOR Loan,  the rate per annum
                                    (rounded  upward,   if  necessary,   to  the
                                    nearest  one-sixteenth   (1/16th)  of  1%  )
                                    quoted at approximately 11 A.M. London time,
                                    by Bank one  Banking  Day prior to the first
                                    day of such Interest Period for the offering
                                    to  leading  banks in the  London  interbank
                                    market of Dollar deposits for a period,  and
                                    in an  amount,  comparable  to the  Interest
                                    Period  and  principal  amount  of the LIBOR
                                    Loan  which   shall  be  made  by  Bank  and
                                    outstanding during such Interest Period.

                           (d)      "LIBOR   Loan"  means  any  portion  of  the
                                    principal  balance  of this  Note for  which
                                    Borrower  has  elected to pay  interest at a
                                    rate  determined by reference to LIBOR for a
                                    specified Interest Period.

                           (e)      "Prevailing   Base  Rate  Loan"   means  any
                                    portion  of the  principal  balance  of this
                                    Note  which is not  subject  to an  interest
                                    rate determined by reference to LIBOR.

                           (f)      "LIBOR  Lock-In Date" means the date one (1)
                                    Banking Day before the  commencement  of any
                                    Interest   Period   upon  which  Bank  shall
                                    determine  LIBOR  for a  requested  Interest
                                    Period for a requested LIBOR Loan.

                  6.2      Interest Periods: In connection with each LIBOR Loan,
                           Borrower  shall  elect  an  Interest   Period  to  be
                           applicable to such LIBOR Loan, provided that:

                           (a)      the Interest Period of each LIBOR Loan shall
                                    commence on the date (or conversion date) of
                                    such LIBOR Loan;

                           (b)      if an Interest Period would otherwise expire
                                    on a day  which is not a Banking  Day,  such
                                    Interest   Period   shall   expire   on  the
                                    preceding Banking Day;

                           (c)      no  Interest  Period  shall  extend  beyond
                                    the applicable maturity date of this Note;

                           (d)      Borrower shall select Interest Periods so as
                                    not to  require a payment or  prepayment  of
                                    any LIBOR Loan during the Interest Period of
                                    such LIBOR Loan; and

                           (e)      there shall be no more than 4 Interest
                                    Periods relating to LIBOR Loans outstanding
                                    at any time.

                  6.3      Conversion or  Continuation:  (a) Borrower shall have
                           the option to convert,  upon one Banking  Day's prior
                           notice to Bank and,  otherwise in accordance with the
                           notice  provisions of Section 6.4(a)  hereof,  all or
                           part of its outstanding Prevailing Base Rate Loans to
                           LIBOR Loans up to an aggregate of One Million Dollars
                           ($1,000,000.00)  of LIBOR  Loans  outstanding  at any
                           time, provided each LIBOR Loan shall be not less than
                           One Hundred  Thousand  Dollars  ($100,000.00)  and in
                           integral   multiples   of  Fifty   Thousand   Dollars
                           ($50,000.00);  to convert at the end of any  Interest
                           Period all or part of its outstanding  LIBOR Loans to
                           Prevailing Base Rate Loans; or upon the expiration of
                           any Interest  Period  applicable  to LIBOR Loans,  to
                           continue  all or any  portion of such Loans  equal to
                           One Hundred  Thousand  Dollars  ($100,000.00)  and in
                           integral   multiples   of  Fifty   Thousand   Dollars
                           ($50,000.00),  and succeeding  Interest  Period(s) of
                           such  continued  Loans shall commence on the last day
                           of the Interest Period of the Loans to be continued.



<PAGE>


                           (b)      Unless  Borrower shall have given the Bank a
                                    timely        written        notice       of
                                    conversion/continuation   with   respect  to
                                    LIBOR Loans  outstanding,  or written notice
                                    of  Borrower's  intent to repay LIBOR Loans,
                                    furnished not later than 11:00 a.m. (Eastern
                                    Standard  Time) at least one (1) Banking Day
                                    prior to the last day of the Interest Period
                                    with respect to such LIBOR  Loans,  Borrower
                                    shall be deemed to have  requested that such
                                    LIBOR  Loans be  converted  into  Prevailing
                                    Base Rate Loans on such day. Such Prevailing
                                    Base  Rate  Loans  shall be in an  aggregate
                                    principal  amount  equal  to  the  aggregate
                                    principal  amount  of such  LIBOR  Loans not
                                    intended to be continued or converted.

                  6.4      Special   Provisions:   Notwithstanding   any   other
                           provisions  of this Note,  the  following  provisions
                           shall  govern  with  respect to LIBOR Loans as to the
                           matters covered:

                           (a)      Notice and Manner of Borrowing:
                                    ------------------------------
                                    Borrower shall give Bank notice of any LIBOR
                                    Loans hereunder at least one (1) Banking Day
                                    before each LIBOR Loan, specifying:  (1) the
                                    date of such LIBOR  Loan;  (2) the amount of
                                    such LIBOR Loan; and (3) the duration of the
                                    Interest Period applicable thereto. Any such
                                    notice  shall be  irrevocable  and  shall be
                                    given no later than 11 A.M.  London  Time at
                                    least  one  (1)  Banking  Day  prior  to the
                                    initiation,  conversion or  continuation  of
                                    the LIBOR Loan.

                           (b)      Determination of Interest Rate:
                                    ------------------------------
                                    As soon as practicable after 11 a.m (Eastern
                                    Standard Time) on a LIBOR Lock-In Date, Bank
                                    shall determine (which  determination shall,
                                    absent manifest error, be final,  conclusive
                                    and  binding  upon all  parties)  the  LIBOR
                                    which  shall  apply to the  LIBOR  Loans for
                                    which  an   interest   rate  is  then  being
                                    determined  for  the   applicable   Interest
                                    Period  and  shall   promptly   give  notice
                                    thereof  (in  writing  or by  telephone)  to
                                    Borrower.

                           (c)      Increased Costs, Illegality, etc:  If
                                    ---------------------------------
                                   (x)     on any LIBOR  Lock-In-Date that, by
                                           reason of any changes arising after
                                           the date hereof affecting the London
                                           Interbank Eurodollar market, adequate
                                           and fair means do not exist for  as
                                           certaining  the  applicable  interest
                                           rate on the basis provided for in the
                                           definition of LIBOR; or
                                    (y)     at any time,  that the Bank  shall
                                            incur increased costs or reductions
                                            in  the  amounts  received  or
                                            receivable with respect to any LIBOR
                                            Loan because of any change since the
                                            date hereof in any applicable law or
                                            governmental  rule,  regulation,
                                            order, guideline or request (whether
                                            or  not  having  the  force of  law)
                                            or  in  the   interpretation   or
                                            administration thereof and including
                                            the  introduction  of any law or
                                            governmental rule, regulation,
                                            order, guideline or request, such
                                            as, for example, but not limited to:
                                           (AA)a change in the basis of taxation
                                            or  payments  to Bank of the
                                            principal  of or interest on the
                                            LIBOR  Loans or any other  amounts
                                            payable  hereunder  (except for
                                            changes in the rate of tax on, or
                                            determined in reference  to, the net
                                            income or profits of Bank  pursuant
                                            to  the laws of the  jurisdiction in
                                            which it is organized or in which
                                            its principal  office or applicable
                                            lending  office is located or any
                                            subdivision  thereof or therein); or
                                           (BB) a change in official reserve
                                            requirements,  and/or (CC) other
                                            circumstances  since the date hereof
                                            affecting Bank or the London
                                            Interbank  Eurodollar  market or the
                                            position of Bank in such market; or
                                    (z)     at any  time,  that  the  making  or
                                            continuance   of  any   LIBOR   Loan
                                            becomes (AA)  unlawful by any law or
                                            governmental  rule,   regulation  or
                                            order, (BB) impossible by compliance
                                            by  Bank  in  good  faith  with  any
                                            governmental  requirement or request
                                            (whether  or  not  having  force  of
                                            law),  or  (CC)  impracticable  as a
                                            result  of a  contingency  occurring
                                            after   the   date   hereof    which
                                            materially and adversely affects the
                                            London Interbank Eurodollar market;
                                            then,  and in any event,  Bank shall
                                            notify      Borrower     of     such
                                            determination.  Thereafter  (aa)  in
                                            the case of clause (x) above,  LIBOR
                                            Loans  shall no longer be  available
                                            until such time as this circumstance
                                            no longer exists,  and any requested
                                            advance  under a  revolving  loan or
                                            line  of   credit   or   notice   of
                                            conversion/continuation   given   by
                                            Borrower with respect to LIBOR Loans
                                            which  have  not yet  been  incurred
                                            (including  by  way  of  conversion)
                                            shall   be   deemed   rescinded   by
                                            Borrower, (bb) in the case of clause
                                            (y)  above,  Borrower  shall  pay to
                                            Bank, upon written demand  therefor,
                                            such additional amounts (in the form
                                            of  an  increased   rate  of,  or  a
                                            different   method  of   calculating
                                            interest  or  otherwise,  as Bank in
                                            its sole discretion shall determine)
                                            as shall be required  to  compensate
                                            Bank  for  such  increased  costs or
                                            reductions  in amounts  received  or
                                            receivable   hereunder   (a  written
                                            notice as to the additional  amounts
                                            owed to Bank  showing  the basis for
                                            the calculation  thereof,  submitted
                                            to Borrower,  absent manifest error,
                                            shall be final  and  conclusive  and
                                            binding),  and  (cc) in the  case of
                                            clause  (z)  above,  Borrower  shall
                                            take one of the actions specified as
                                            follows as promptly as possible and,
                                            in any event, within the time period
                                            required  by law.  At any time  that
                                            any LIBOR  Loan is  affected  by the
                                            circumstances  described  above (and
                                            in the case of a LIBOR Loan affected
                                            by the  circumstances  described  in
                                            Subsection (z) above) Borrower shall
                                            either  (AA) if the  affected  LIBOR
                                            Loan is then being made initially or
                                            pursuant to a conversion,  by giving
                                            Bank telephone notice  (confirmed in
                                            writing)   on  the  same  date  that
                                            Borrower  was  notified by Bank,  or
                                            (BB) if the  affected  LIBOR Loan is
                                            then outstanding,  by giving Bank at
                                            least   three  (3)   Banking   Days'
                                            written  notice,   require  Bank  to
                                            convert   such  LIBOR  Loan  into  a
                                            Prevailing Base Rate Loan.

                  6.5      Compensation:  Borrower shall  compensate  Bank, upon
                           its written  request,  for all losses,  expenses  and
                           liabilities  (including,   without  limitation,   any
                           interest paid by Bank to lenders of funds borrowed by
                           it to make or  carry  its  LIBOR  Loans  and any loss
                           sustained   by   Bank   in   connection    with   the
                           re-deployment  of such funds,  but excluding any loss
                           of margin)  which Bank may  sustain  with  respect to
                           LIBOR Loans:

                           (a)      if for any reason  (other  than a default or
                                    error by Bank) a borrowing of any LIBOR Loan
                                    does not occur on a date  specified  thereof
                                    in a notice  of  borrowing  or a  notice  of
                                    conversion/continuation,   or  a  successive
                                    Interest  Period  does  not  commence  after
                                    notice  thereof  is  given  (whether  or not
                                    withdrawn by Borrower or deemed  withdrawn);
                                    or

                           (b)      if any  prepayment or repayment (as required
                                    hereunder or by  acceleration  or otherwise)
                                    or  conversion of any LIBOR Loan occurs on a
                                    date  which  is  not  the  last  day  of the
                                    Interest Period applicable to that Loan; or

                           (c)      as a consequence  of any failure by Borrower
                                    to repay such LIBOR  Loans when  required by
                                    the terms of this Agreement.

         It is understood  that  compensation  owing under this  subsection  6.5
         shall be equal to the amount of interest that would have accrued on the
         amount of principal  prepaid or repaid or converted or not borrowed for
         the period from the date of such  prepayment or repayment or conversion
         or  failure  to  borrow  or prepay or repay to the last day of the then
         current Interest Period for the relevant LIBOR Loan (or, in the case of
         a failure  to  borrow,  the  Interest  Period for such LIBOR Loan which
         would  have  commenced  on the date of such  failure  to borrow) at the
         applicable  rate of interest  for such LIBOR Loan  provided  for herein
         minus  any  amount  Bank,  in good  faith  and in its sole  discretion,
         determines  is  realizable   upon   re-deployment   of  such  funds.  A
         certificate as to the amount of such losses,  expenses and  liabilities
         submitted to Borrower by Bank shall,  absent  manifest error, be final,
         conclusive and binding for all purposes.

     7.  Section  Headings.
         -----------------
         The section  headings  herein are included for convenience and shall
         not be deemed to be part of this Note or any other Loan Documents.

NJMM0302(10/96)



<PAGE>




SUMMIT BANK

                               MASTER ADVANCE NOTE

                                                                     FACILITY B

                                                                    $750,000.00

July ____, 2000

================================================================================
LOAN

FOR VALUE RECEIVED, the Undersigned, ("BORROWER"),  unconditionally (and jointly
and severally,  if more than one) promise(s) to pay to SUMMIT BANK ("BANK"),  or
order,  at its offices at 210 Main Street,  Hackensack,  New Jersey 07601, or at
such  other  place  as may be  designated  in  writing  by Bank,  the  principal
aggregate sum of Seven Hundred Fifty Thousand Dollars and No Cents ($750,000.00)
or such lesser  amount of advances as may have been  borrowed (or for such other
financial  accommodations as may have been made) together with interest from the
date hereof on the unpaid principal  balance  hereunder,  computed daily, at the
RATE per annum  indicated  below,  payable  in  accordance  with the  particular
PAYMENT SCHEDULE  indicated below.  This is not a revolving credit facility and,
as  such,  no  reborrowing  is  permitted  hereunder.  Any  advance(s)  shall be
conclusively  presumed  to have  been  made to and  for the  benefit  and at the
request of  Borrower  when (1)  deposited  or credited to an account of Borrower
with  Bank,  notwithstanding  that  such  advance  was  requested,  orally or in
writing,  by someone  other than Borrower or that someone other than Borrower is
authorized  to draw on such  account and may or does  withdraw  the whole or any
part of such  advance,  or (2)  made in  accordance  with  the  oral or  written
instructions of Borrower,  or of any one of them if more than one, or of any one
signing below for or on behalf of Borrower.

================================================================================
RATE

A RATE based on the "Prevailing  Base Rate" of Bank will change each time and as
of the date that the Prevailing  Base Rate of Bank changes.

The  Prevailing  Base Rate of Bank means the  fluctuating  Base Rate of interest
established  by Bank  from  time to time  whether  or not  such  rate  shall  be
otherwise published. The Prevailing Base Rate is established for the convenience
of Bank.  It is not  necessarily  Bank's  lowest  rate.  In the event that there
should be a change in the  Prevailing  Base Rate of Bank,  such change  shall be
effective  on the  date  of  such  change  without  notice  to  Borrower  or any
Guarantor,  Endorser  or Surety.  Any such  change  will not affect or alter any
other terms or conditions of this Note. Interest will be calculated on the basis
of the actual number of days elapsed over a year of 360 days,  unless  otherwise
prohibited by law.

To the extent  permitted by law,  whenever  there is any Event of Default  under
this Note,  or  non-payment  upon  demand,  the RATE of  interest  on the unpaid
principal  balance  shall,  at the option of Bank, be 5% over the RATE otherwise
provided herein.

Borrower  acknowledges that (i) such additional rate is a material inducement to
Bank to make the loan,  (ii) Bank would not have made the loan in the absence of
the agreement of the Obligors (as defined in Section 1 of the  Additional  Terms
and Conditions  hereto) to pay such additional  rate; (iii) such additional rate
represents  compensation  for  increased  risk to Bank that the loan will not be
repaid; and (iv) such rate is not a penalty and represents a reasonable estimate
of (a) the  cost to  Bank  in  allocating  its  resources  (both  personnel  and
financial) to the on-going review, monitoring,  administration and collection of
the  loan  and (b)  compensation  to Bank  for  losses  that  are  difficult  to
ascertain.

Notwithstanding  any other  limitations  contained  in this Note,  Bank does not
intend to charge and Borrower shall not be required to pay any interest or other
fees or  charges in excess of the  maximum  permitted  by  applicable  law.  Any
payments  in excess of such  maximum  shall be  refunded to Borrower or credited
against principal. Interest shall accrue on the unpaid principal balance of this
Note at the Rate until the entire  principal  balance of this Note has been paid
in full notwithstanding any demand for payment, acceleration and/or the entry of
any judgment against Borrower, any Guarantor or Endorser.

The RATE shall be the Prevailing Base Rate of Bank minus .5%.

================================================================================
PAYMENT SCHEDULE

In the event that any  payment  due under the loan shall not be received by Bank
within TEN (10) days of the due date, Borrower shall, to the extent permitted by
law, pay Bank a late charge of 5% of the overdue  payment (but in no event to be
less than $25.00 nor more than $2,500.00) as compensation to Bank. Any such late
charge  shall be in addition to all other  rights and remedies to which Bank may
be entitled and shall be immediately due and payable.

Borrower acknowledges that (i) such late charge is a material inducement to Bank
to make the loan;  (ii) Bank would not have made the loan in the  absence of the
agreement of the Borrower to pay such late charge, and (iii) such late charge is
not a  penalty  and  represents  a  reasonable  estimate  of the cost to Bank in
allocating  its  resources  (both  personnel and  financial)  to the  additional
review, monitoring, administration and collection of the loan.

All  payments  received  hereunder  may be applied  first to the  payment of any
expenses or charges payable hereunder and accrued interest, and the balance only
applied to principal.

Principal shall be paid in a single payment on April 30, 2001.
Interest shall be paid monthly  commencing on August ___, 2000 and continuing on
the same day of each  successive  month  thereafter  with a final payment of all
unpaid interest at the time of the final payment of the unpaid principal.
================================================================================
SECURITY

As security for this Note, or any  modifications,  extensions  and/or  renewals,
Borrower  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,  under the control of or in transit to Bank which  belong to  Borrower,  any
Guarantor  or  Endorser  hereof.  This  Note  and any  subsequent  modification,
extension  and/or  renewal  hereof are also  secured by and/or  entitled  to the
benefit of a Security  Agreement  (Equipment  and/or Inventory and/or Accounts),
dated July ____, 2000.
================================================================================
WAIVER OF JURY TRIAL
BORROWER 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 BORROWER BY MAILING A COPY OF THE SUMMONS TO BORROWER
AT BORROWER'S ADDRESS. BANK LIKEWISE WAIVES TRIAL BY JURY.

================================================================================
THE ADDITIONAL  TERMS AND CONDITIONS SET FORTH IN THIS NOTE ARE A PART OF THIS
NOTE.
================================================================================

WITNESS:

WITNESS:                          BORROWER  Environmental Waste Management
-------                           --------  Associates, L.L.C.

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


WITNESS:                          BORROWER  Integrated Analytical Laboratories,
-------                           --------  L.L.C.

/s/ Frank Russomanno              /s/ Michael Leftin
--------------------              ------------------
Frank Russomanno, Secretary       Michael Leftin, President


ATTEST:                           BORROWER Environmental Waste Management
------                            --------  Associates, Inc.

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


ATTEST:                           BORROWER Integrated Analytical Laboratories,
------                            -------- Inc.

/s/ Frank Russomanno              /s/ Michael Leftin
--------------------              ------------------
Frank Russomanno, Secretary       Michael Leftin, President


ATTEST:                          SUMMIT BANK

------------------------------   /s/ John Hemmens
                                 ----------------------------------
Bank Officer Name: -----------   John Hemmens, Vice President
Bank Officer Title: ----------
NJMM0202(3/97)

with its place of  business or chief  executive  office (if it has more than one
place of  business)  at 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.

================================================================================
<PAGE>

                        ADDITIONAL TERMS AND CONDITIONS
1. Waivers;  Consents;  Costs and Expenses.  Borrower and any  Co-Borrowers,  or
Guarantor,  or any Endorser hereof  (collectively  "Obligors") and each of them:
(i) waive(s) presentment, dishonor, demand, notice of demand, protest, notice of
protest and notice of nonpayment and any other notice required to be given under
law to any Obligors in connection  with the delivery,  acceptance,  performance,
default or enforcement of this Note, or any endorsement or guaranty of this Note
or any document or instrument  evidencing any security for payment of this Note;
(ii)  consent(s)  to  any  and  all  delays,   extensions,   renewals  or  other
modifications of this Note or waivers of any term hereof or release or discharge
by Bank of any Obligors or release, substitution or exchange of any security for
the payment  hereof or the failure to act on the part of Bank or any  indulgence
shown by Bank from time to time and in one or more instances, (without notice to
or further  assent from any Obligors) and agree(s) that no such action,  failure
to act or failure to  exercise  any right or remedy on the part of Bank shall in
any way affect or impair the  obligations  of any  Obligors or be construed as a
waiver by Bank of, or otherwise  affect,  any of Bank's  rights under this Note,
under  any  endorsement  or  guaranty  of this  Note or under  any  document  or
instrument  evidencing any security for payment of this Note; and (iii) (jointly
and  severally,  if more than one)  agree(s)  to pay,  on demand,  all costs and
expenses of collection of this Note or of any endorsement or any guaranty hereof
and/or the enforcement of Bank's rights with respect to, or the  administration,
supervision,  preservation,  protection  of, or  realization  upon, any property
securing  payment  hereof,  (including  any costs and  expenses  incurred in any
bankruptcy  or  other  insolvency   proceedings  of  any  Obligors),   including
reasonable 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 all liabilities
hereunder, which shall be deemed reasonable.

2.  Governing  Law.  This Note is delivered in and shall be construed  under the
laws of the State of New Jersey and in any  litigation  in  connection  with, or
enforcement  of, this Note or of any endorsement or guaranty of this Note or any
security  given for payment  hereof.  The term "Bank" as used in this Note shall
include Bank's successors, endorsers and assigns.

3. Events of Default.  The occurrence of any one or more of the following events
shall  constitute  an  Event  of  Default  hereunder:  (i)  failure  to pay  any
principal,  interest or any of the Obligations  within ten (10) days of the date
due;  (ii)  failure to pay or perform any  Obligation  of any of the Obligors to
Bank, whether by maturity or acceleration, set forth in this Note or in any Loan
Document  within any applicable  grace period;  (iii) any change in ownership in
any  Obligor or the death of any Obligor  (if an  individual);  or of any of the
principals  or key  employees  of any  Obligor  (if not an  individual);  (iv) a
proceeding  being filed or  commenced  against any  Obligor for  dissolution  or
liquidation;  or any of the Obligors voluntarily or involuntarily terminating or
dissolving or being terminated or dissolved;  (v) insolvency of any Obligor,  or
any Obligor 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 any
Obligor,  or any Obligor 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 any Obligor;  or any Obligor  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 Obligor  except in such cases where
the filing or  commencement  of the action or  appointment  of the  receiver are
involuntary, Borrower shall have a period of sixty (60) days to have such filing
or appointment withdrawn or terminated,  however during such period no drawdowns
under either Facility A or Facility B shall be permitted;  (vi) any attachments,
liens or additional  security interests being placed upon any of the Collateral;
(vii)  acquisition at any time or from time to time of title to the whole or any
part of the Collateral by any person, partnership,  limited liability company or
corporation other than any of the Obligors;  (viii) any final judgment, order or
decree  rendered  against  any  Obligor   exceeding   $25,000.00  and  remaining
undischarged,  unstayed,  or  outstanding  against  any  Obligor for a period of
thirty (30) days; (ix) 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 Obligor for which
forfeiture  of any of the property or assets of such  Obligor is a penalty;  (x)
any  Reportable  Event occurs or if any Employee  Benefit Plan is  terminated or
Bank reasonably  believes such plan may be terminated pursuant to and as defined
in the Employee  Retirement  Income Security Act of 1974, as amended;  (xi) Bank
reasonably deems itself insecure; the occurrence of a material adverse change in
the  business,  properties,  prospects,  operation  or condition  (financial  or
otherwise) of any Obligor; or a material adverse occurrence; (xii) any member of
an Obligor  that is a limited  liability  company  resigns or any such  member's
interest terminates.

4.  Acceleration.  If any  Event  of  Default  shall  occur,  then  or any  time
thereafter,  while such Event of Default  shall  continue,  Bank may declare all
Obligations  to be  due  and  payable,  without  notice,  protest,  presentment,
dishonor  or  demand,  all of which are  hereby  expressly  waived by  Obligors.
Failure of Bank to declare all  Obligations  due and payable upon the occurrence
of an Event of  Default  shall  not be  deemed a  waiver,  and no rights of Bank
hereunder  shall be deemed to have been waived by an 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  Borrower
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.
<PAGE>

5.  Severability.  In the event any one or more of the  provisions  of this Note
shall for any reason be held to be invalid,  illegal or unenforceable,  in whole
or in  part  or in any  respect,  or in the  event  that  any one or more of the
provisions  of this Note operate or would  prospectively  operate to  invalidate
this Note, then and in either of those events, such provision or provisions only
shall be deemed null and void and shall not affect any other  provision  of this
Note and the  remaining  provisions  of this Note shall remain  operative and in
full force and effect and shall in no way be affected,  prejudiced or discharged
thereby.

6. Section  Headings.  The section  headings herein are included for convenience
and shall not be deemed to be part of this Note or any other Loan Documents.
NJMM0302(10/96)