EXHIBIT 99.3 [FORM OF AGREEMENT]

                                  EXHIBIT 99.3


                               [FORM OF AGREEMENT]

                                     [date]

Menlo Acquisition Corporation
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Dear Sirs:

In consideration for the payment to the undersigned of the sum of $_______,  the
undersigned hereby:

          (a) transfers to Menlo Acquisition Corporation (the "Company") a total
     of  [_____]  shares of the  Company's  Common  Stock by  delivering  to the
     Company  one or more stock  certificates  representing  such  shares,  duly
     endorsed for transfer; and

          (b) warrants and represents to the Company that:

               (1) the undersigned  owns such shares,  and is transferring  such
          shares, free and clear of all liens, claims, encumbrances, pledges and
          restrictions whatsoever;

               (2) the  undersigned  has full authority to effect such transfer;
          and

               (3) the  undersigned is not subject to any  agreement,  contract,
          instrument   or   obligation   which,   in  any  way,   restricts  the
          undersigned's  ability to  transfer  such shares to the Company in the
          manner contemplated hereby.

                                                     Very truly yours,


                                                     Signature:________________

                                                     Print Name:_______________