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SECURlTIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 1 )*
Menlo Acquisition Corporation
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Common Stock
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586818
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(CUSIP Number)
Lawrence B. Seidman, 100 Misty Lane, Parsippany, NJ 07054,
(973) 560-1400, Ext.108
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 6, 1999
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(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-l(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: (I) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item l; and (2) has hled no amendment subsequent thereto
reporting beneficial ownership of hve 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-l(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.
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 subjcct to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 344158100
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Rosebud Holding, LLC. 22-3498371
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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7 SOLE VOTING POWER
NUMBER OF 4,191,000
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SHARES
BENFICIALLY 8 SHARED VOTING POWER
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OWNED BY
9 SOLE DISPOSITIVE POWER
4,191,000
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WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* 4,191,000 / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.62
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14 TYPE OF REPORTING PERSON* CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
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USIP NO. 344158100
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Richard Greenberg SS####-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF
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SHARES
BENFICIALLY 8 SHARED VOTING POWER
4,346,000
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OWNED BY
9 SOLE DISPOSITIVE POWER
WITH 10 SHARED DISPOSITIVE POWER
4,346,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* 4,346,000 / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 82.57
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14 TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
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The statement on Schedule 13D which was filed on January 29, 1999, on behalf of
Rosebud Holding, LLC ("Rosebud"), Richard Greenberg ("RG") and George Greenberg
("GG"),(collectively, the "Reporting Persons"), with respect to the Reporting
Persons beneficial ownership of shares of Common stock, $.0001 par value (the
"Shares"), of Menlo Acquisition Corporation ("Menlo"), a Delaware Corporation
(the "Issuer"), is hereby amended as set forth below. Such statement on Schedule
13D is hereinafter referred to as the "Schedule 13D". Terms used herein which
are defined in the Schedule 13D shall have their respective meanings set forth
in the Schedule 13D.
4. Purpose of the Transaction
On December 6, 1999 Rosebud Holding, LLC transferred 300,000 shares to In-Situ
Oxidative Technologies, Inc., pursuant to the terms and conditions of an
Agreement by and between Menlo Acquisition Corporation, In-Situ-Oxidative
Technologies, Inc., Michael Mandelbaum, Richard Greenberg and Rosebud Holding,
LLC, which Agreement is incorporated herein in its entirety as Exhibit A.
In addition to the shares owned directly by Mr. Greenberg and his beneficial
interest in 99% of the Menlo Acquisition Corporation shares owned by Rosebud
Holding, LLC., Mr. Greenberg also has a beneficial interest in 50% of the Menlo
Acquisition Corporation shares owned by In-Situ Oxidative Technologies, Inc.
Menlo has the option to purchase from Richard Greenberg up to his entire
interest in Isotec as provided by Section 3 of the Agreement which is attached
herein as Exhibit A and incorporated herein by reference. As of November 19,
1999, Menlo has loaned Isotec $80,000 and therefore has the right to exercise
options for 40% of Mr. Greenberg's interest in Isotec.
In addition this amendment to Schedule 13D is filed to correct the original
disclosure contained in the original Schedule 13D filed on January 29, 1998 that
stated that George Greenberg is a Trustee of the Greenberg Family Trust. Mr.
Greenberg is not a Trustee of the Trust. Elaine Greenberg is the sole Trustee of
the Trust. Elaine and George are Richard Greenberg's parents.
7. Material to be filed as Exhibits
Exhibit A Agreement
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Rosebud Holding, LLC.
ss/George Greenberg
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Date:December 6, 1999 George Greenberg, Manager
<PAGE>
Exhibit A
AGREEMENT
THIS AGREEMENT is dated as of October 26, 1999, by and
among MENLO ACQUISITION CORPORATION, a Delaware corporation,
having an address for the purposes hereof at 100 Misty Lane,
Parsippany, New Jersey 07054 ("Menlo"); IN-SITU OXIDATIVE
TECHNOLOGIES, INC., a Delaware corporation, having an
address for the purposes hereof at 51A Everett Drive,
Lawrenceville, New Jersey 08648 ("ISOTEC"); MICHAEL
MANDELBAUM, an individual, having an address for the
purposes hereof at 80 Main Street, West Orange, New Jersey
07052 ("Michael"); RICHARD GREENBERG, an individual, having
an address for the purposes hereof at 100 Misty Lane,
Parsippany, New Jersey 07054 ("Richard"); and ROSEBUD
HOLDING, L.L.C., a New Jersey limited liability company,
having an address for the purposes hereof at 100 Misty Lane,
Parsippany, New Jersey 07054 ("Rosebud").
W I T N E S S E T H:
Recitals:
A. ISOTEC is in the business of remediating
contaminated properties using a proprietary in-situ
treatment program. ISOTEC has a negative net worth in excess
of $1 million, has experienced operating losses. Exclusive
of previous loans from Michael, ISOTEC has generated
significant negative cash flows. ISOTEC requires additional
working capital.
B. Michael and Richard each own fifty (50%) percent of
the issued and outstanding shares of capital of ISOTEC.
C. Michael and Rosebud are willing to provide loans to
ISOTEC on the terms and conditions set forth herein.
E. In consideration of the option for ISOTEC shares
being granted to it by Richard, Menlo is willing to provide
loans to ISOTEC on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing
recitals and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
1. Concurrent Actions: Concurrently herewith, the
following actions are being taken:
1.1 Michael is loaning ISOTEC Two Hundred Three
Thousand ($203,000) Dollars.
1.2 ISOTEC is executing and delivering to Michael a
demand promissory note in the form of Exhibit A annexed
hereto in the principal amount of Five Hundred Thirteen
Thousand ($513,000) Dollars, to evidence such loan and
certain other loans to ISOTEC previously made by Michael.
1.3 Rosebud is loaning ISOTEC Three Hundred Thousand
($300,000) Dollars. This loan is being effected by Rosebud's
transferring three hundred thousand (300,000) shares of
capital of Menlo (the "Rosebud Shares") to ISOTEC. The
parties agree that the Rosebud Shares have a fair market
value of $1.00 per share.
1.4 ISOTEC is executing and delivering to Richard a
demand promissory note in the form of Exhibit A annexed
hereto in the principal amount of Forty-eight Thousand
($48,000) Dollars, to evidence certain other loans to ISOTEC
previously made by Richard.
1.5 ISOTEC is repaying a loan in the amount of One
Hundred Ninety-five Thousand ($195,000) Dollars to
Environmental Waste Management Associates, L.L.C., a
wholly-owned subsidiary of Menlo.
2. Loans to ISOTEC.
2.1 If ISOTEC desires to borrow funds from Menlo and
Michael, it shall give each of them a written irrevocable
notice (a "Loan Notice") signed by its president, setting
forth the amount it reasonably requires for working capital
and it wishes to borrow.
2.2 Within ten (10) business days after the giving of
the Loan Notice, Menlo and Michael shall each provide ISOTEC
with one-half (1/2) the loan amount requested in the Loan
Notice.
a. Such moneys shall be provided by wired funds or good
check.
b. With each Loan Notice, ISOTEC shall execute and
deliver to each of Menlo and Michael a demand promissory
note in the form of Exhibit A annexed hereto for one-half
(1/2) the loan amount requested in the Loan Notice.
2.3 The loans to be made to ISOTEC by Menlo and Michael
under this Section 2 (the "WC Loans") shall be subject to
the following restrictions:
a. No Loan Notice shall be effective unless it is given
prior to December 31, 2000.
b. The aggregate WC Loans made by Menlo and Michael
under this Section 2 shall not exceed the principal sum of
Five Hundred Thousand ($500,000) Dollars (i.e., $250,000
loaned by each of Menlo and Michael). Any moneys that are
repaid to Menlo or Michael shall not be available for
reborrowing.
c. It is the intention of the parties hereto that the
WC Loans to ISOTEC by Menlo and Michael shall at all times
be equal in amount. Towards that end, neither Menlo nor
Michael shall demand or accept repayment of any WC Loan
unless and until the other of them is repaid an equal amount
on account of its or his WC Loans.
3. Grant of Options.
3.1 As an inducement for Menlo to make the WC Loans,
Richard hereby agrees that for each Fifty Thousand ($50,000)
Dollars or part thereof of WC Loans that Menlo makes to
ISOTEC, Richard shall grant Menlo an option to buy twenty
(20%) percent of his interest in ISOTEC, equaling ten (10%)
percent of the issued and outstanding shares of capital of
ISOTEC.
a. By way of example, if Menlo makes WC Loans in the
aggregate amount of Five Thousand ($5,000) Dollars, Richard
shall grant Menlo an option to buy twenty (20%) percent of
his interest in ISOTECH.
b. By way of a further example, if Menlo makes WC Loans
to ISOTEC in the aggregate amount of One Hundred Thousand
($100,000) Dollars, Richard shall grant Menlo an option or
options to buy forty (40%) percent of his interest in
ISOTEC.
3.2 The exercise price for each twenty (20%) percent of
Richard's interest in ISOTEC shall be One Thousand ($1,000)
Dollars.
3.3 The options granted pursuant to this Section 3
shall be in the form of Exhibit B annexed hereto, and shall
be delivered by Richard to Menlo concurrently with the
making of the WC Loan giving rise thereto.
3.4 Concurrently herewith, Richard is delivering to
Dunetz, Marcus, Brody & Weinstein, L.L.C. (the "Escrowee")
certificates evidencing the shares of capital of ISOTEC he
owns, accompanied by stock assignments endorsed in blank, to
be held in escrow under the terms of this Agreement
3.5 Exercise of Options. Each option granted pursuant
to this Section 3 may be exercised by Menlo by notice in
writing to the Escrowee and Richard given on or before June
30, 2001, and by deposit with the Escrowee of the exercise
price of such option. Within ten (10) business days after
the exercise of an option, the Escrowee shall cause ISOTEC
to transfer the shares of capital subject to the option to
be transferred to Menlo, and shall deliver to Richard the
option price deposited by Menlo in payment therefor.
3.6 Dividends; Voting. Richard shall be entitled to all
cash dividends declared upon the shares held by the Escrowee
between the date hereof and the dates an option is
exercised. All stock dividends on the option shares declared
between the date hereof and the date an option is exercised
shall attach to the respective stock and shall be considered
part thereof. Richard shall retain the right to vote all of
the option shares.
3.7 Escrowee.
a. The Escrowee shall not be under any duty to deal
with the property held by it hereunder with any greater
degree of care than it uses when dealing with its own
similar property.
b. The Escrowee may act in reliance upon any hereof
instrument or signature believed by it to be genuine, and
may assume that any person purporting to give any notice or
receipt of advice or to make any statement in connection
with the provisions has been duly authorized to do so.
c. The Escrowee may act relative hereto in reliance
upon advice of counsel in reference to any matter connected
herewith, and shall not be liable for any mistake of fact or
error of judgment, or for any acts or omissions of any kind,
unless caused by its willful misconduct.
d. In the event that the Escrowee shall be uncertain as
to its duties or rights hereunder or shall receive one or
more instructions, claims or demands from any of the parties
hereto or from third persons with respect to the property
held hereunder which, in its opinion, are in conflict with
any other instructions it has received or any provision of
this Agreement, it may refrain from taking any action other
than to use reasonable care to keep safe-ly said property
until it shall be directed otherwise in writing by the other
parties hereto and such third persons, if any, or by a final
order or judgment of a court of competent jurisdiction; or,
al ternatively, the Escrowee may resign and deliver the
property to any party reasonably deemed appropriate by the
Escrowee, upon which all obligations of the Escrowee
hereunder shall cease and terminate.
e. The Escrowee may at any time resign hereunder by
giving at least ten (10) days' prior written notice thereof
to the other parties hereto. Upon the effective date of such
resignation, all property then held by the Escrowee
hereunder shall be delivered to a joint designee of Richard
and Menlo. Upon making such delivery, all obliga-tions of
the Escrowee hereunder shall cease and terminate. If no such
person shall have been designated by the date validly set
hereunder for the Escrowee's resignation, all obligations of
the Escrowee hereunder shall, nevertheless, cease and
terminate. Its sole responsibility thereafter shall be to
keep safely all property then held by it and to deliver the
same to a person designated by both other parties hereto or
in accordance with the directions of a final order or
judgment of a court of competent jurisdiction.
f. Notwithstanding any other provisions herein, no
notice, demand, request or other communication to the
Escrowee in connection herewith shall be binding on the
Escrowee unless it is in writing, refers specifically to
this Agreement, is addressed to the Escrowee at 354
Eisenhower Parkway, Livingston, New Jersey 07039, Attention:
Ira B Marcus, Esq. or such other address as the Escrowee
may, at any time or from time to time, designate, and is
actually received by the Escrowee at that address.
g. The Escrowee is acting as a stakeholder at the
request of the other parties hereto, and may continue to act
as counsel to Menlo notwithstanding any dispute among the
parties hereto.
h. This Agreement sets forth exclusively the duties of
the Escrowee with re-spect to any and all matters pertinent
hereto. Except as other-wise expressly provided herein, the
Escrowee shall not refer to, and shall not be bound by, the
provisions of any other agreement.
3.8 Representation of Richard. Richard hereby warrants
and represents to Menlo, knowing and intending that it is
relying hereon, that:
a. He is the sole owner, and has the lawful right to
sell and transfer the 1,000 shares of ISOTEC common stock,
and that these shares of capital are now, and shall be at
all times during the option period, free of all
encumbrances.
b. He shall forthwith on notification and at his own
expense, discharge and satisfy all encumbrances against the
option stock arising during the option period, and shall pay
to the Escrowee the cost of any and all transfer or other
taxes which may be required by law at the time an option is
exercised.
c. If Menlo exercises an option, it shall receive good
and marketable title to encumbrances and rights the option
stock, free of all of others.
4. Matters Regarding Rosebud
Shares.
4.1 Rosebud hereby warrants and represents to ISOTEC,
knowing and intending that it is relying hereon, that:
a. Rosebud was the sole owner, and had the lawful right
to transfer the Rosebud Shares to ISOTEC. The transfer of
the Rosebud Shares to ISOTEC was duly authorized by all
requisite action, and did not contravene the organizational
documents of Rosebud.
b. ISOTEC received good and marketable title to the
Rosebud Shares, free of all encumbrances and rights of
others.
4.2 ISOTEC hereby warrants and represents to Rosebud,
knowing and intending that it is relying hereon, that:
a. ISOTEC has relied solely upon independent
investigations made by ISOTEC or representatives of ISOTEC
regarding the value of the Rosebud Shares, and has not
relied on any oral or written representations which have
been made to ISOTEC or its representatives.
b. The Rosebud Shares are and will be characterized as
"restricted securities" under the Securities Act of 1933, as
amended (the "Act"), because they were acquired from Menlo
in a transaction not involving a public offering. Under the
Act, the Rosebud Shares may be sold without registration
only in limited circumstances. ISOTEC understands that sales
of the Rosebud Shares may be subject to federal and/or state
restrictions.
c. The certificate issued to ISOTEC representing the
Rosebud Shares shall, until such time as the same is no
longer required by the Act and the rules and regulations
thereunder, contain a legend substantially in the form set
forth below:
THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN
REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER
THE SECURITIES LAWS OF ANY
STATES. THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE
AND MAY NOT BE TRANSFERRED OR
RESOLD EXCEPT AS PERMITTED
UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION
THEREFROM. THE HOLDER OF THE
SECURITIES REPRESENTED HEREBY
SHOULD BE AWARE THAT IT MAY
BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME. THE ISSUER OF
THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL IN FORM
AND SUBSTANCE SATISFACTORY TO
THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR
RESALE IS IN COMPLIANCE WITH
THE ACT AND APPLICABLE STATE
SECURITIES LAWS.
5. Notice.
All notices, requests, demands and other communications made
in accordance with this Agreement shall be in writing and shall
be sent by certified mail, return receipt requested, to the
addresses set forth herein or to such other addresses it may be
specified by like notice. All notices given pursuant to this
Section 5 shall be deemed given when mailed.
6. Resolution of Disputes.
6.1 Any controversy arising hereunder shall be settled by
arbitration. Such arbitration shall be governed by the Federal
Arbitration Act, 9 USC ss.1-15. A single arbitrator determined
pursuant to 9 USC ss.5 shall be empowered to determine each and
every issue relating to such controversy or claim including
whether the controversy, claim or issue is subject to
arbitration.
6.2 The arbitration shall take place in Morristown, New
Jersey and shall be governed by the "Rules For Non-Administered
Arbitration of Business Disputes" promulgated by the Center for
Public Resources, Inc. (N.Y.), when not inconsistent with this
Agreement.
6.3 Each party shall be entitled to discovery which must be
completed within forty-five (45) days of the date the arbitrator
is appointed (unless extended by the arbitrator for good cause).
Discovery shall be limited to the inspection and copying of
documents within fifteen (15) days after a written request
therefor and oral depositions at which reasonable document
production may be requested.
6.4 The arbitrator shall make all decisions concerning
issues submitted in accordance with applicable principles of
substantive law. The arbitrator shall file a written
determination making the award and stating findings of fact and
conclusions of law as to all relevant issues submitted to
arbitration. If the arbitrator fails to make his decision in
accordance with substantive law, or to properly apply the facts
to the law, the arbitrator's award will be deemed to have been
procured by "undue means" pursuant to 9 USC ss.10, sub-clause (a)
and beyond the arbitrator's power in violation of 9 USC ss.10,
sub-clause (d). Any party may apply to a court of competent
jurisdiction to have the arbitrator's decision confirmed,
reviewed, modified, affirmed or remanded to the arbitrator with
directions.
6.5 All fees and expenses of the arbitration, including the
fees of the arbitrator and costs of the hearing (including court
reporter, hearing room rental, etc.) shall be paid by the
non-prevailing party. Should no party be designated by the
arbitrator as the "prevailing party" then each of the parties
shall pay one-half (1/2) of such fees and expenses. In addition,
the arbitrator shall order the non-prevailing party to pay
one-half (1/2) of the legal fees and disbursements of the
prevailing party. Should no party be designated as the
"prevailing party," then each party shall pay its own legal fees
and disbursements.
7. Miscellaneous.
7.1 Headings. The headings contained in this Agreement are
for purposes of convenience only and shall not affect the meaning
or interpretation of this Agreement.
7.2 Entire Agreement. This Agreement, together with the
Exhibits hereto, constitutes the entire agreement and supersedes
all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof.
7.3 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original and all
of which shall together constitute one and the same instrument.
7.4 Governing Law. This Agreement shall be governed in all
respects, including as to validity, interpretation and effect, by
the laws of the State of New Jersey.
7.5 Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
heirs, successors and permitted assigns.
7.6 Assignment. This Agreement shall not be assignable by
any party hereto without the prior written consent of the other
parties hereto.
7.7 No Third Party Beneficiaries. Nothing in this Agreement
shall confer any rights upon any person or entity other than the
parties hereto and their respective heirs, successors and
permitted assigns.
7.8 Amendment; Waivers. No amendment, modification or
discharge of this Agreement, and no waiver hereunder, shall be
valid or binding unless set forth in writing and duly executed by
the party against whom enforcement of the amendment,
modification, discharge or waiver is sought. Neither the waiver
by any of the parties hereto of a breach of or a default under
any of the provisions of this Agreement, nor the failure by any
of the parties, on one or more occasions, to enforce any of the
provisions of this Agreement or to exercise any right or
privilege hereunder, shall be construed as a waiver of any other
breach or default of a similar nature, or as a waiver of any of
such provisions, rights or privileges hereunder.
[remainder of page intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
MENLO ACQUISITION CORPORATION
By:
ss/Frank Russomanno
--------------------------
Name:
Title:CFO
IN-SITU OXIDATIVE TECHOLOGIES, INC.
By:
ss/Richard Greenberg VP
------------------------------
Name:
Title:
ss/Michael Mandelbaum
------------------------------
MICHAEL MANDELBAUM, Individually
ss/Richard Greenberg
------------------------------
RICHARD GREENBERG, Individually
ROSEBUD HOLDING, L.L.C.
By:
ss/George Greenberg
------------------------------
Name:
Title:
The undersigned hereby agrees to act as Escrow Agent underthe within
Agreement, and acknowledge receipt of a certificate(s) evidencing 1,000
shares of Isotec common stock registered in the name of Richard Greenberg,
together with blank stock powers.
DUNETZ, MARCUS, BRODY &
WEINSTEIN, L.L.C.
By: ss/Ira B. Marcus
-------------------------
IRA B MARCUS,
A Member of the Firm
<PAGE>
Demand
Negotiable Promissory Note
(Unsecured)
DATED: July 1, 1999 PRINCIPAL AMOUNT:_____________________
FOR VALUE RECEIVED In-Situ Oxidative Technolgies, Inc., a Delaware
corporation with an address for the purpose hereof at 51A Everett Drive,
Lawrenceville, New Jersey 08648 and it successors and assigns ("Maker") promises
to pay to the order of _______________ with an address for the purpose hereof at
_____________________ ("Holder") or at such other place that the Holder may from
time to time designate in writing, the principal amount of
____________________($_________________) DOLLARS in lawful money of the United
States, ON DEMAND.
Interest shall accumulate on the outstanding principal balance of this
Note at the rate of six (6%) percent per year commencing with the date hereof.
Accumulated interest shall be paid in full monthly beginning on the first
monthly anniversary hereof or, ON DEMAND, at the option of the Holder.
This Note may be prepaid in whole or in part at anytime. If Maker fails
to make any required payment of principal and/or interest when due then from and
after the due date late payment charges shall accrue on the balance of principal
and interest due on the Note at the rate of 1 1/2% per every thirty day period,
or part thereof, following this default. On the event that Holder shall place
this Note in the hands of an attorney for collection on default, the Holder also
shall be entitled to receive from the Maker costs of collection and attorney's
fees incurred in connection therewith.
The Maker waives presentment, demand for payment, protest and notice of
dishonor of this Note.
The waiver by Holder of any one or more breaches or default of any
provision of this Note shall not constitute a waiver or estoppel as to any other
or subsequent breach or default.
This Note shall be construed under and governed by the laws of the
State of New Jersey.
IN WITNESS WHEREOF, the Maker has executed and sealed this Note as of
the date first above written.
ATTEST: IN-SITU OXIDATIVE
TECHNOLOGIES, INC.
- ------------------------- -----------------------------
, Secretary , President
