GreenCycle Incorporated, Northfield, Illinois, was formed early in 1992 for thepurpose of providing recycling services for yard waste Á grass, brush, clean wood and leaves Á to municipalities, landscape contractors, homeowners, and trash haulers. Composting is an environmentally sound alternative to landfill disposal of organic waste, and more than half the states in the United States have recognized the necessity for using "final disposal" space sparingly by banning yard waste from landfills and establishing recycling goals for their communities. Like landfills, GreenCycle charges a fee for accepting material at its sites.

While the amount of yard waste produced varies by geographical location, it constitutes approximately 20% of all solid waste produced in the United States. As governmental bodies contemplate controls to assure that what can be recycled is recycled, it should be kept in mind that a larger, quicker environmental contribution can be made by first recycling those materials which represent the largest portion of total volume. Plastic, for example, represents less than 5% of the total solid waste stream, and it presents many more recycling difficulties than does yard waste. Compost is a nutrient-rich material used for restoring the lost organic and microbial content of over-worked soil. Since material must be put to useful applications if it is to be truly recycled, GreenCycle has, in parallel with the development of its composting techniques, developed programs for marketing the finished products to home gardeners, landscape contractors, golf courses, professional growers, and parks and highway departments.

Brief History
Recycling Laws Á Approximately 1990, because of the increasing difficulty of finding and permitting sites for landfills, states began taking steps to relieve the pressure on landfills to accept materials that could be diverted by recycling. Because approximately 20% of the solid waste stream consists of yard waste, composting these materials was, correctly, perceived as the quickest way to contribute to the reduction in landfill disposal volume, and by 1995 25 states had passed laws limiting or banning yard waste from landfills. GreenCycle's First Project -- In 1992 the City of Indianapolis requested bids from companies interested in composting the fall leaves picked up by City trucks. The principals of GreenCycle had been researching composting as a business for about six months, and they felt prepared to bid on and perform the required work. The Company was then incorporated, and it submitted the winning bid to Indianapolis. The City of Indianapolis delivered 12,000 tons of leaves to GreenCycle's south Indianapolis site that fall, and the material was composted. Most finished compost was sold, but some was donated to the City for beautification projects. Beginning in 1993 the City of Indianapolis insisted on delivering yard waste to the selected composting contractor in plastic bags. Because of the inevitable contamination of finished product this would cause, and because of the litter problems associated with coping with large amounts of plastic film, GreenCycle elected not to accept the material in plastic bags, and it began to seek other sources of organic material. The winning bidder on the City of Indianapolis contract in 1993 proceeded to lose a great deal of money because of the necessity to deal with the plastic contamination, and he abandoned the composting business when his five-year contract was up. Partnerships Á The formula which seemed to work in Indianapolis was to find a local partner capable of operating such an activity, and to split ownership 50-50. Soon after opening in Indianapolis, GreenCycle identified potential partners in Boston, Hartford, Connecticut, Atlanta and St. Louis, and it commenced business in those locations. While GreenCycle was closely involved in the operations in these cities, it was found that the lack of control afforded by the partnership agreement resulted, in some cases, in poor operations and, in others, disputes about how the business was to be operated. GreenCycle's charter includes its intent to operate only clean, neat, limited-odor sites, and it became obvious that the partnership model did not allow the Company sufficient control to assure that this was universally the case. By 1997 the company had withdrawn from all partnerships, and it retains full ownership of all sites in Connecticut and Indiana. Millburn Peat Company Á Early in the development of the Company, it became apparent that marketing finished product is as important a part of the business as acquiring tipping fees from waste disposal. Not only is the additional revenue necessary for viability, but a compost site which does not move as much material out as it takes in develops into, as the Company principals describe it, an above-ground landfill. Among the many thoughts the Company pursued to develop marketing techniques was that of bagging compost for sale through retail outlets. In 1993, the owners of GreenCycle acquired 25% of Millburn Peat Company of LaPorte, Indiana. The purpose was for GreenCycle to learn about the economics of selling bagged organic products and, eventually, to add compost to Millburn's product line. What management of GreenCycle learned over the next seven years was that compost can be sold in bulk for several times the price that an organics bagging company can afford to pay for raw material. In the year 2000, GreenCycle's 25% of Millburn was sold to the remaining  management group for a substantial profit. Marketing -- Some municipalities have been successful in operating composting facilities, while many have not. With a very few notable exceptions, municipal composting projects have run into difficulty when they have attempted to dispose of finished product for applications which truly constitute recycling. Empirical evidence suggests that municipal personnel have neither the time nor the inclination to acquaint themselves with the needs of horticultural markets and to actively solicit business from those markets. GreenCycle has personnel dedicated to developing markets for enriched soil products and mulches to professional growers and home gardeners. The limit on GreenCycle's finished product sales volume became, in about 2000, the volume of incoming material At that time GreenCycle's operation in Indianapolis began selling more material than it was taking in, and it was forced to buy material for resale. Connecticut reached that point in 2001. In order to have sufficient product to sell, and to avoid having to buy material for resale, site personnel must constantly search for additional sources of organic material which can be recycled. In addition to yard waste, GreenCycle currently composts vegetable waste from companies which make packaged salads, soiled horse bedding from racetracks, and organic leftovers from food processing and from the manufacture of industrial products. Current Operations At the present time, the company has two operating companies which process, blend and market organic materials throughout the east and Midwest. The following pages include a description of each. Also included are brief resumes of key GreenCycle personnel in order to demonstrate the depth of experience the company can bring to bear on most organic waste recycling problems. GreenCycle of the Northeast operates composting facilities for recycling yard waste and clean wood waste in the Connecticut cities of Wallingford, Milford, Ellington, and West Hartford. The company also processes material on municipal sites under contract with Bradford, Bristol and Windsor Locks. Its products include compost, enriched topsoil, specialized growing mixes for greenhouses and nurseries, and earth-tone-dyed mulches that hold their color for a season or more. The company expects to recycle well over 100,000 cubic yards of organic material during 2002. GreenCycle of Indiana Currently, in addition to composting yard waste from the Indiana cities of Speedway and Zionsville, GreenCycle of Indiana sites in Indianapolis and Whitestown (a northwestern suburb of Indianapolis), accept soiled horse bedding from racetracks and fairgrounds, pre-consumer food waste, and clean wood from land clearing operations. Nevertheless, the Company's broad customer base consists of independent landscape contractors, lawn services, tree services, and land clearing operations. The Indianapolis sites also accept pallets from large companies seeking to get rid of them and pallet scraps from companies whose business is the repair and resale of pallets. These pallets, along with tree trimmings, brush and clean wood, are ground up and made into several types of mulch including a playground mulch which has been certified by an independent laboratory as being of value in reducing playground injuries. Some mulches are colored with organic dyes to keep their attractive appearance for a season or more. This mulch business has become a major source of GreenCycle revenue.

In 1996 the company received approval from the Indiana Department of Environmental Management (IDEM) to conduct a test the object of which was to determine if it was safe to recycle the plant material used by Dow AgroSciences,  a major agricultural chemical company, to test new chemical products for the control of plant diseases and insects. Because of the possible toxicity of the test material, a completely isolated and covered windrow was devised for the test. After a year of operation, it was proven that the heat and microbial activity generated by the composting process completely eliminated all traces of the potentially-toxic chemicals, and the company was authorized to continue without isolating the material. This project has saved Dow AgroSciences significant disposal cost in addition to saving significant landfill space. In 1998, part of the Indianapolis site was operating under an experimental permit from IDEM. This permit allowed GreenCycle to compostthe corn sludge left after 65,000 bushels of corn per day are processed into starches and sweeteners. Recycling this material keeps thousands of tons of recyclable material per year from taking up room in landfills, and saves the A. E Staley Manufacturing Company a significant amount of money as compared to the cost of landfill disposal. A permanent permit was granted after the test period.

GreenCycle of Indiana's two sites diverted approximately 140,000 cubic yards of material from landfills in 2001. Except for about 2% "overs" all of this material was processed and sold. in 2001 and 2002.

GreenCycle Locations

GreenCycle of Indiana Sites:
2351 Kentucky Avenue, Indianapolis, Indiana
4227 South Perry Worth Road, Whitestown, Indiana

GreenCycle of the Northeast Sites:
25 Brixton Street, West Hartford, Connecticut
235 Sadds Mill Road, Ellington, Connecticut
John Street, Wallingford, Connecticut
1183 Oronoque Road, Milford, Connecticut

Key GreenCycle Personnel

Caroline R. Repenning, President, GreenCycle Incorporated. For several years Mrs. Repenning was with the General Electric Company in Phoenix and Chicago. During that time she was responsible for writing complex system software for
process control computers and application software for general-purpose computers to perform highly sophisticated financial functions. She later received a Master of Business Administration degree in Finance from the Kellogg School of Management at Northwestern University.

David A. Wagner, Vice President, GreenCycle Incorporated. Mr. Wagner, a Certified Public Accountant, received a degree in accounting from the University of Illinois and a Juris Doctor from Loyola University where, for several years,
he taught a course in intellectual property law. He was, for ten years the Chief Financial Officer and General Counsel of a large computer software company in the Chicago area. Prior to joining GreenCycle, Mr. Wagner was President of
The Rubicon Group, Ltd., a computer software company. Mr. Wager's duties include the implementation of uniform, computerized accounting in all of the GreenCycle companies, performing legal services for the operating companies, and financial management of the entire organization.

Peter A. Repenning, Vice President, GreenCycle Incorporated. Mr. Repenning holds a degree in Physics and Mathematics and a < Master of Business Administration degree from the University of Michigan. During twelve years with the General Electric Company he held increasingly responsible marketing management positions with that company's computer manufacturing division. He continued to be involved in the marketing of computers, software and allied products until the formation of GreenCycle in 1992.

Mr. Repenning oversees the operations of all GreenCycle composting facilities in addition to managing the corporate identity, marketing and public relations activities of the GreenCycle companies.

Winthrop B. Repenning, Vice President-Operations, GreenCycle of Indiana, Incorporated. Mr. Repenning holds a degree in Economics from The College of Wooster, Wooster, Ohio. His responsibilities include directing the composting and mulch manufacturing operations on both the Whitestown and south Indianapolis sites. He is also responsible for the maintenance of all of the equipment used on both sites. Because of his experience with heavy equipment, GreenCycle of Indiana does most of its maintenance in-house, and, as a result, the company enjoys lower equipment operating costs than any competitor management is familiar with.

John E. Repenning, Vice President-Marketing and Administration, GreenCycle of Indiana, Incorporated. Mr. Repenning holds a degree in Sociology from Ohio Wesleyan University, Delaware, Ohio. His duties include marketing all of the finished product produced on the two sites in and near Indianapolis, obtaining additional tipping both to increase revenues and to
provide more finished product for sale. Mr. Repenning also works with the Vice President-Operations to determine and optimum mix of products to manufacture taking into consideration markets and raw materials. All clerical personnel and
scale-house operations report to Mr. Repenning.

James V. Repenning, Director of Operations, GreenCycle Incorporated. Mr. Repenning holds a BA in Economics from Colorado College, Colorado Springs, Colorado. After graduating, he began working at GreenCycle of the Northeast, Incorporated, West Hartford, Connecticut. GreenCycle of the Northeast had shown considerably slower growth than its sister company in Indiana. Soon after he arrived in Connecticut, he took over operation of the company's four sites. In the following two years the management team took the company from substantial losses to comfortable profits by producing the proper products in the necessary volumes and by selling these products to the Company's targeted markets.

Mr. Repenning took a two-year sabbatical to obtain a Master of Science degree in Operations Management from the Sloan School of Management, Massachusetts Institute of Technology, Cambridge, Massachusetts. Upon graduation in June of 2002, he moved to Rockford, Illinois to manage the reclamation of a compost site that had been neglected for several years. He is presently working through the resolution of the many Illinois EPA violations that were recently delivered to the owners of the site, violations which were the result of the lack of activity by the former operators.

Nelson P. Repenning, Ph.D., Operations Management Consultant to GreenCycle, Incorporated. Mr. Repenning has an undergraduate degree in Economics from The Colorado College, Colorado Springs, Colorado, and a Ph.D. from the Massachusetts Institute of Technology. He is currently a professor of Operations Management at the Sloan School of Management, Massachusetts Institute of Technology, Cambridge, Massachusetts.Mr. Repenning has conducted group meetings for the management of GreenCycle which assisted in determining the direction in which the Company should grow.

J. Christopher Field, Vice President and General Manager, GreenCycle of the Northeast. Mr. Field, a graduate of Harvard
University, was for eight years an officer Á most recently Vice President of Composting Operations Á of EarthGro Corporation, a large, East Coast composter and marketer of bagged organic material now owned by Hyponex division of the Scotts Company.
Mr. Field is responsible for all of the GreenCycle facilities in the eastern United States. He has been with the GreenCycle companies for nine years.

Banking Relationship

Susan Cook
Vice President
Bank One, NA
400 Central Avenue
Northfield, Illinois 60093
847-441-4000

Legal Representation
Sidley, Austin, Brown & Wood
Chicago, Illinois 60603
312/853-7000

Certified Public Accountant
Steven R. Glover, CPA
Africk Chez, P.C.
770 Lake Cook Road, Suite 350
Deerfield, Illinois 60015
847-236-9800

GreenCycle Municipal Customers

The Civil Town of Speedway
Ms. Antonia Sekula
317-293-5553

The Town of Zionsville, Indiana
Don Dudkowski, Street Superintendent
317-873-4544

Town of West Hartford, Connecticut
Dana Hallenbeck, Director of Public Works
860-570-3713

Town of Wallingford, Connecticut
Phil Hamel, Program Planning
203-261-2061

Major Private-Industry Customers

Dow AgroSciences
Norman Smiley
317-337-3654

A. E. Staley Manufacturing Company
William D. Coats
765-448-7123

Hoosier Park at Anderson
A Churchill Downs Company
Ron Fairholm, Manager, Back Lot Operations
765-642-7223 Ext. 1010