INSITUFORM TECHNOLOGIES INC
SC 13D/A, 1996-08-22
WATER, SEWER, PIPELINE, COMM & POWER LINE CONSTRUCTION
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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          SCHEDULE 13D
            Under the Securities Exchange Act of 1934
                       (Amendment No. 25)*
                 -------------------------------
                  INSITUFORM TECHNOLOGIES, INC.
                        (Name of Issuer)

              Class A Common Stock, $.01 par value
                 (Title of Class of Securities)

                           457667 10 3
                         (CUSIP Number)
                --------------------------------
      James D. Krugman, Esq., Krugman, Chapnick & Grimshaw
    Park 80 West - Plaza Two, Saddle Brook, New Jersey 07663
                         (201) 845-3434
    (Name, Address and Telephone Number of Person Authorized
             to Receive Notices and Communications)
                 -------------------------------

                         August 6, 1996
     (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box.    
                               ------
Check the following box if a fee is being paid with the statement. 

     ------
(A fee is not required only if the reporting person: (a) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)

Note:  Six copies of this statement, including all exhibits, should
be filed with the Commission.  See Rule 13d-1(a) for other parties
to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.

- ---------------------
(1) Constitutes Amendment No. 25 to Schedule 13D dated September
25, 1986 filed by the group described herein, Amendment No. 26 to
Schedule 13D dated June 28, 1986 filed by Brian Chandler, Amendment
No. 26 to Schedule 13D filed by Parkwood Limited and Amendment No.
27 to Schedule 13G filed by Ringwood Limited.
<PAGE>

The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
<PAGE>
CUSIP NO.  457667 10 3

1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Group comprised of Parkwood Limited, as Trustee of the Anthony
     Basmadjian "P" Settlement, Brian Chandler, Ringwood Limited,
     Barford Limited, as Trustee of the Anthony Basmadjian
     Settlement, and Douglas Kenneth Chick (the "Group")

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)   
         -----

     (b)    
         -----

3    SEC USE ONLY

4    SOURCE OF FUNDS*

     Not applicable

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)     

     -----

6    CITIZENSHIP OR PLACE OR ORGANIZATION

     See the following pages for information as to each member of
     the Group 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7    SOLE VOTING POWER

     1,164,231

8    SHARED VOTING POWER

     -0-

9    SOLE DISPOSITIVE POWER

     1,164,231

10   SHARED DISPOSITIVE POWER

     -0-

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,164,231

<PAGE>
<PAGE>
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
     SHARES*

     Not applicable

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      4.3% 

14    TYPE OF REPORTING PERSON*

      OO

<PAGE>
<PAGE>
CUSIP NO.  457667 10 3

1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Parkwood Limited, as Trustee of the Anthony Basmadjian "P"
     Settlement

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)   X
         -----

     (b)    
         -----

3    SEC USE ONLY

4    SOURCE OF FUNDS*

     Not applicable

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)     

     -----

6    CITIZENSHIP OR PLACE OR ORGANIZATION

     Isle of Man, United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7    SOLE VOTING POWER

     -0-

8    SHARED VOTING POWER

     880,641

9    SOLE DISPOSITIVE POWER

     -0-

10   SHARED DISPOSITIVE POWER

     880,641

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     880,641

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
     SHARES*

     Not applicable

<PAGE>
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     3.2% 

14    TYPE OF REPORTING PERSON*

      CO

<PAGE>
<PAGE>
CUSIP NO.  457667 10 3

1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Brian Chandler

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)   X
         -----

     (b)    
         -----

3    SEC USE ONLY

4    SOURCE OF FUNDS*

     Not applicable

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)     

     -----

6    CITIZENSHIP OR PLACE OR ORGANIZATION

     United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7    SOLE VOTING POWER

     100,000

8    SHARED VOTING POWER

     183,590 (see footnote 1)

9    SOLE DISPOSITIVE POWER

     100,000

10   SHARED DISPOSITIVE POWER

     183,590 (see footnote 1)

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     283,590

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
     SHARES*

     Not applicable

<PAGE>
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     1.0% 

14    TYPE OF REPORTING PERSON*

      IN

____________
(1)  Represents shares beneficially owned by Ringwood Limited (all
     of the capital stock of which is held by Barford Limited and
     Brian Chandler)<PAGE>
<PAGE>
CUSIP NO.  457667 10 3

1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Ringwood Limited

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)   X
         -----

     (b)    
         -----

3    SEC USE ONLY

4    SOURCE OF FUNDS*

     Not applicable

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)     

     -----

6    CITIZENSHIP OR PLACE OR ORGANIZATION

     British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7    SOLE VOTING POWER

     -0-

8    SHARED VOTING POWER

     183,590 

9    SOLE DISPOSITIVE POWER

     -0-

10   SHARED DISPOSITIVE POWER

     183,590

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     183,590

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
     SHARES*

     Not applicable

<PAGE>
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     0.8% 

14    TYPE OF REPORTING PERSON*

      HC

<PAGE>
<PAGE>
CUSIP NO.  457667 10 3

1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Barford Limited, as Trustee of the Anthony Basmadjian
     Settlement

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)   X
         -----

     (b)    
         -----

3    SEC USE ONLY

4    SOURCE OF FUNDS*

     Not applicable

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)     

     -----

6    CITIZENSHIP OR PLACE OR ORGANIZATION

     Isle of Man, United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7    SOLE VOTING POWER

     -0-

8    SHARED VOTING POWER

     183,590 (see footnote 1)

9    SOLE DISPOSITIVE POWER

     -0-

10   SHARED DISPOSITIVE POWER

     183,590 (see footnote 1)

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     183,590 (see footnote 1)

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
     SHARES*

     Not applicable

<PAGE>
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     0.8% 

14    TYPE OF REPORTING PERSON*

      CO

______________
(1)  Represents shares beneficially owned by Ringwood Limited (all
     of the capital stock of which is held by Barford Limited and
     Brian Chandler)<PAGE>
<PAGE>
CUSIP NO.  457667 10 3

1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Douglas Kenneth Chick

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)   X
         -----

     (b)    
         -----

3    SEC USE ONLY

4    SOURCE OF FUNDS*

     Not applicable

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)     

     -----

6    CITIZENSHIP OR PLACE OR ORGANIZATION

     United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7    SOLE VOTING POWER

     -0-

8    SHARED VOTING POWER

     1,064,231 (see footnote 1)

9    SOLE DISPOSITIVE POWER

     -0-

10   SHARED DISPOSITIVE POWER

     1,064,231 (see footnote 1)

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,064,231 (see footnote 1)

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
     SHARES*

     Not applicable

<PAGE>
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     3.9%

14    TYPE OF REPORTING PERSON*

      IN

______________
(1)  Represents 880,641 shares beneficially owned by Parkwood
     Limited and 183,590 shares beneficially owned by Barford
     Limited<PAGE>
<PAGE>
                     INTRODUCTORY STATEMENT

     Pursuant to Reg. Section 240.13d-2, this Amendment No. 25 to
Schedule 13D discloses changes in the Statement on Schedule 13D
dated September 25, 1986, as amended by Amendment No. 1 thereto 
dated January 22, 1987, Amendment No. 2 thereto dated July 10, 
1987, Amendment No. 3 thereto dated August 17, 1987, Amendment No.
4 thereto dated August 27, 1987, Amendment No. 5 thereto dated
October 26, 1987, Amendment No. 6 thereto dated February 10, 1988,
Amendment No. 7 thereto dated June 14, 1988, Amendment No. 8
thereto dated September 28, 1989, Amendment No. 9 thereto dated
April 15, 1991, Amendment No. 10 thereto dated May 30, 1991,
Amendment No. 11 thereto dated August 30, 1991, Amendment No. 12
thereto dated March 31, 1992, Amendment No. 13 thereto dated May 6,
1992, Amendment No. 14 thereto dated May 11, 1992, Amendment No. 15
thereto dated May 18, 1992, Amendment No. 16 thereto dated May 20,
1992, Amendment No. 17 thereto dated June 17, 1992, Amendment No.
18 thereto dated June 24, 1992, Amendment No. 19 thereto dated July
3, 1992, Amendment No. 20 thereto dated August 6, 1992, Amendment
No. 21 thereto dated December 9, 1992, Amendment No. 22 thereto
dated June 30, 1993, Amendment No. 23 thereto dated August 16, 1993
and Amendment No. 24 thereto dated June 1, 1994 (together, the
"Amended Statement on Schedule 13D"), filed by a group (the
"Group"), within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), comprised of
Brian Chandler ("Chandler"), Parkwood Limited ("Parkwood"),
Ringwood Limited ("Ringwood"), Barford Limited ("Barford") and
Douglas K. Chick ("Chick"), and therefore does not restate the
items therein in their entirety.  No person or entity reporting
hereunder shall be responsible for the completeness or accuracy of
any information contained in the Amended Statement on Schedule 13D,
as amended herein, with respect to any other person or entity.  

Item 5. Interest in Securities of the Issuer.
        ------------------------------------

     (a)  As of August 22, 1996, the members of the Group
beneficially owned, for purposes of Rule 13d-3 under the Exchange
Act, 1,164,231 shares of class A common stock, $.01 par value
("Class A Common Stock"), of Insituform Technologies, Inc. (the
"Corporation"), constituting, to the best of the knowledge of the
undersigned, 4.3% of the issued and outstanding shares of Class A
Common Stock.

     As of August 22, 1996, Parkwood, as trustee for the Anthony
Basmadjian "P" Settlement, beneficially owned, for purposes of Rule
13d-3 under the Exchange Act, 880,641 shares of Class A Common
Stock, constituting, to the best of the knowledge of Parkwood, 3.2%
of the issued and outstanding shares of Class A Common Stock.

     As of August 22, 1996, Chandler beneficially owned, for
purposes of Rule 13d-3 under the Exchange Act, 283,590 shares of
Class A Common Stock (including 183,590 shares beneficially owned

<PAGE>
by Ringwood, all of the capital stock of which is held by Barford 
and Chandler), constituting, to the best of the knowledge of
Chandler, 1.0% of the issued and outstanding shares of Class A
Common Stock.

     As of August 22, 1996, Ringwood beneficially owned, for
purposes of Rule 13d-3 under the Exchange Act, 183,590 shares of
Class A Common Stock, constituting to the best of the knowledge of
Ringwood, 0.8% of the issued and outstanding shares of Class A
Common Stock.

     As of August 22 1996, Barford, as trustee for the Anthony
Basmadjian Settlement, beneficially owned, for purposes of Rule
13d-3 under the Exchange Act, 183,590 shares of Class A Common
Stock (representing shares beneficially owned by Ringwood, all of
the capital stock of which is held by Barford and Chandler),
constituting, to the best of the knowledge of Barford, 0.8% of the
issued and outstanding shares of Class A Common Stock.

     As of August 22, 1996, Chick, for purposes of Rule 13d-3 under
the Exchange Act, beneficially owned 1,064,231 shares of Class A
Common Stock, consisting of 880,641 shares of Class A Common Stock
beneficially owned by Parkwood and 183,590 shares of Class A Common
Stock beneficially owned by Ringwood (all of the capital stock of
which is held by Barford and Chandler), constituting, to the best
of the knowledge of Chick, 3.9% of the issued and outstanding
shares of Class A Common Stock.

     (b)  All of the 1,164,231 shares of Class A Common Stock
stated above as beneficially owned by members of the Group are held
by such members, collectively, with sole power to vote or to direct
the vote thereof, and with sole power to dispose or to direct the
disposition thereof.

       All of the shares stated above as beneficially owned by
Parkwood are held by Parkwood with shared power to vote or to
direct the vote thereof, and with shared power to dispose or to
direct the disposition thereof, with Chick.

       Of the shares stated above as beneficially owned by
Chandler, 100,000 shares are held by Chandler with sole power to
vote or to direct the vote thereof, and sole power to dispose or to
direct the disposition thereof, and 183,590 shares are held with
shared power to vote or to direct the vote thereof, and shared
power to dispose or to direct the disposition thereof, with Chick,
Ringwood and Barford.

       All of the shares stated above as beneficially owned by
Ringwood are held by Ringwood with shared power to vote or to
direct the vote thereof, and with shared power to dispose or to
direct the disposition thereof, with Chandler, Chick and Barford.

<PAGE>
<PAGE>
       All of the shares stated above as beneficially owned by
Barford are held by Barford with shared power to vote or to direct
the vote thereof, and with shared power to dispose or to direct the
disposition thereof, with Chandler, Chick and Ringwood.

       Of the shares stated above as beneficially owned by Chick,
880,641 shares are held by Chick with shared power to vote or to
direct the vote thereof, and shared power to dispose or to direct
the disposition thereof, with Parkwood, and 183,590 shares are held
with shared power to vote or to direct the vote thereof, and shared
power to dispose or to direct the disposition thereof, with
Chandler, Ringwood and Barford.

     (c)  Effective August 6, 1996, the Corporation retained an
aggregate of 255,801 shares (the "Pledged Shares") of Class A
Common Stock beneficially owned by Ringwood, Chandler and Chick and
pledged to the Corporation as security for Ringwood's secured, non-
recourse promissory note more fully described under Item 6, in
satisfaction of the obligation of Ringwood, Chandler and Chick to
the Corporation under such note and pledge.

     (e)  On August 6, 1996, the Group, and each member thereof,
ceased to be the beneficial owner of more than five percent of the
Class A Common Stock.

Item 6.   Contracts, Arrangements, Undertakings or Relation-     
          ships with Respect to Securities of the Issuer.
          --------------------------------------------------

     Effective August 6, 1996, pursuant to notice delivered by the
Corporation dated July 15, 1996, the Corporation retained the
Pledged Shares in satisfaction of the obligation of Ringwood,
Chandler and Chick to the Corporation under the secured, non-
recourse promissory note in the original principal amount of
$3,623,842.80 executed by Ringwood to the Corporation under an
agreement dated July 3, 1992 among the Corporation, Ringwood,
Chandler, Chick and Parkwood, and under the stock pledge agreement
executed to the Corporation by Ringwood, Chandler and Chick
covering the Pledged Shares.  On May 21, 1995, the Corporation had
extended the maturity date of the note by one year to July 3, 1996,
and in December 1995 the interest payment otherwise due in January
1996 was postponed to be due on a date no later than 30 days after
the date of first publication of the Corporation's operating
results covering at least a 30-day period after the consummation of
the Corporation's acquisition of Insituform Mid-America, Inc. on
October 25, 1995.

<PAGE>
<PAGE>
Item 7.   Materials to be Filed as Exhibits.
          ----------------------------------

       Exhibit A -  Agreement pursuant to Rule 13d-1(f)(1)(iii)

       Exhibit B -  Notice dated July 15, 1996 executed by the
                    Corporation to Ringwood Limited, Brian
                    Chandler and Douglas K. Chick.


<PAGE>
<PAGE>
                            SIGNATURE
                            ---------

         After reasonable inquiry and to the best of our respective
knowledge and belief, we certify that the information set forth in
this statement is true, complete and correct.

Dated:  August 22, 1996       PARKWOOD LIMITED, as Trustee
                              of the Anthony Basmadjian
                              "P" Settlement


                              By s/Dudley Cottingham
                                ----------------------------
                                                  Director


Dated:  August 22, 1996       s/Brian Chandler
                              ------------------------------
                              Brian Chandler


Dated:  August 22, 1996       RINGWOOD LIMITED
       

                              By s/Dudley Cottingham
                              ------------------------------
                                                  Director
          
Dated:  August 22, 1996       BARFORD LIMITED, as Trustee
                              of the Anthony Basmadjian
                              Settlement


                              By s/Alan Corlett
                                ----------------------------
                                                  Director



Dated:  August 22, 1996       s/Douglas K. Chick
                              ------------------------------
                              Douglas K. Chick 





<PAGE>
                        INDEX TO EXHIBITS
                        -----------------
                                                                 

Exhibit A -    Agreement pursuant to Rule 13d-1(f)
                (1)(iii)     

Exhibit B -    Notice dated July 15, 1996 executed by
                the Corporation to Ringwood Limited, 
                Brian Chandler and Douglas K. Chick     


<PAGE>
                            EXHIBIT A

         Pursuant to Rule 13d-1(f)(1)(iii) promulgated by the
Securities and Exchange Commission, the undersigned agree that the
statement to which this Exhibit is attached is filed on their
behalf and in the capacities set out herein below.

Dated:  August 22, 1996            PARKWOOD LIMITED, as Trustee
                                   of the Anthony Basmadjian
                                   "P" Settlement


                                   By s/Dudley Cottingham
                                     ----------------------------
                                                         Director


Dated:  August 22, 1996            s/Brian Chandler
                                   ------------------------------
                                   Brian Chandler


Dated:  August 22, 1996            RINGWOOD LIMITED
                                   

                                   By s/Dudley Cottingham
                                   ------------------------------
                                                         Director 
           
                                   
Dated:  August 22, 1996            BARFORD LIMITED, as Trustee
                                   of the Anthony Basmadjian
                                   Settlement


                                   By s/Alan Corlett
                                     ----------------------------
                                                         Director



Dated:  August 22, 1996            s/Douglas K. Chick
                                   ------------------------------
                                   Douglas K. Chick 


                                                        EXHIBIT B

                  INSITUFORM TECHNOLOGIES, INC.
                       1770 KIRBY PARKWAY
                            SUITE 300
                        MEMPHIS, TN 38138

                          July 15, 1996


Ringwood Limited 
c/o Jed Grennan 
KRG&G 
1836 Woodward Street 
Orlando, Florida 32803-2495

Brian Chandler and 
Douglas K. Chick 
c/o Jed Grennan 
KRG&G 1836 
Woodward Street 
Orlando, Florida 32803-2495

Dear Sirs:

     Reference is made to a Substitute Secured Non-Recourse
Promissory Note dated as of July 3, 1992 ("Note") of Ringwood
Limited, a corporation organized under the laws of the British
Virgin Island ("Ringwood"), payable to the order of Insituform
Technologies, Inc., a Delaware corporation, ("ITI") in the
principal amount of $3,623,842.40 due on July 3, 1996, and to a
Stock Pledge Agreement dated July 3, 1992 ("Pledge Agreement")
among Ringwood, Brian Chandler and Douglas K. Chick, as pledgors,
(collectively referred to herein as the "Pledgors") and ITI (then
named Insituform of North America, Inc.) pursuant to which 255,801
shares of Class B Common Stock of ITI (such 255,801 shares being
herein referred to as the "Shares") in which the Pledgors have a
beneficial interest have been pledged as security for the payment
and performance of the obligations due from Ringwood to ITI
pursuant to the terms of the Note and from Pledgors to ITI pursuant
to the terms of the Pledge Agreement. Certificates for the Shares
are in the possession of ITI.

     Ringwood having failed to make payment of the installment of
interest due under the Note on January 3, 1996 and further having
failed to make payment of the principal amount of the Note at
maturity, July 3, 1996, it is hereby declared that a default has
occurred and is continuing under the terms of the Note and the
Pledge Agreement.

     ITI, as payee of the Note and secured party under the Pledge
Agreement, hereby gives notice of ITI's proposal to retain the
Shares in satisfaction of the obligation of Ringwood and the
Pledgors to ITI under the Note and Pledge Agreement which
obligation is secured by the Shares as collateral. Please take
further notice that, unless within 21 days from the sending of this
notice, ITI receives objection in writing from a person or entity
entitled to receive the notification of ITI's proposal, ITI will
retain the Shares in satisfaction of the obligation of Ringwood and
the Pledgors to ITI under the Note and Pledge Agreement.

     Please be further advised that this notice of proposal to
retain the Shares in satisfaction of the obligation of Ringwood and
the Pledgors is being given, and the exercise of ITI's right and
remedy of retaining the Shares in satisfaction of such obligation
is being carried out, pursuant to the provisions of paragraph 7a of
the Pledge Agreement and Section 9-505 of the Uniform Commercial
Code of the State of New York.

     Any notice or objection from Ringwood or either of the
Pledgors to ITI should be given to Insituform Technologies Inc.,
1770 Kirby Parkway, Suite 300, Memphis, TN 38138, Attn: Chief
Financial Officer.

                         Very truly yours,

                         INSITUFORM TECHNOLOGIES, INC.

                         By s/J-P Richard
                            -------------------------------
cc:  Ringwood Limited
     Century Houses
     Richmond Road
     Hamilton, Bermuda

     Brian Chandler
     15 Thurligh Road
     Milton Earnest
     Bedford
     MK441 1RF, United Kingdom

     Brian Chandler
     8933 St. Gallen 60
     Steiermark, Austria

     Douglas Chick
     Bays Hill Cottage
     Barnet Lane
     Elstree
     Hertfordshire WD6 3QU
     United Kingdom

     Douglas Chick
     Casa Pollito El Villa
     Puerto Pollensa
     Majorca, Spain



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