EXHIBIT 10.60
                                                                   -------------


                               SERVICES AGREEMENT
                                     BETWEEN
                         WASTE CONTROL SPECIALISTS, LLC
                                       AND
                      COMMODORE SOLUTION TECHNOLOGIES, INC.
                                       FOR
                            WASTE TREATMENT SERVICES

--------------------------------------------------------------------------------


                                  THE AGREEMENT

This Waste Treatment Services Agreement  ("Agreement") is entered into this 12th
day of February 2001 by and between  Commodore  Solution  Technologies,  Inc., a
Delaware corporation with its principal offices located at 2340 Menaul Blvd. NE,
Suite 400, Albuquerque, NM ("Commodore"),  and Waste Control Specialists, LLC, a
Delaware limited liability company with its principal offices located at 1710 W.
Broadway,  Andrews,  Texas  ("WCS").  Commodore  and WCS shall  individually  be
referred to as a "Party", and collectively as the "Parties".

WHEREAS, WCS maintains a waste treatment and storage facility in Andrews,  Texas
and has  contracted  with  certain  entities  to take  and  process  volumes  of
radioactive, TSCA, RCRA, mixed, and non-hazardous waste residuals ("Materials");

WHEREAS,  Commodore  and  certain  of its  affiliates  provide  waste  treatment
technologies and, in particular,  a non-thermal waste treatment process known as
solvated  electron  technology  (SET)  and  are in  the  business  of  providing
radioactive,  TSCA, RCRA mixed,  and  non-hazardous  waste residuals  processing
services, and are equipped to process and capable of processing the Materials;

WHEREAS,  WCS desires to contract with Commodore to establish a facility for the
processing of such Materials in accordance with the terms and conditions  herein
set forth; and

WHEREAS,  the Parties wish to establish  herein the  procedures  and  provisions
applicable  to the  processing  of the Materials by Commodore for the account of
WCS or its customers.

NOW,  THEREFORE,  in consideration  of the mutual promises  contained herein and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties agree
as follows:



<PAGE>


DEFINITIONS

"Materials"  means  radioactive,  TSCA,  RCRA,  mixed, and  non-hazardous  waste
residuals.

"Public Authority" includes the U.S. Environmental  Protection Agency (EPA), the
Texas  Department of Health  (TDH),  the Texas  Natural  Resources  Conservation
Commission (TNRCC),  and any state, local or regional agency which has authority
over the generation, storage, treatment, transportation or disposal of any waste
material.

"Work" or  "Project"  means the  activities  to be  undertaken  by  Commodore as
described in the Work Release hereinafter defined.

"Work  Release"  means the formal  written  document  between WCS and  Commodore
setting forth the waste  characterization,  schedule and scope of the particular
treatment effort required by WCS at its facility and agreed to by both parties.

ARTICLE 1.0.      ESTABLISHMENT OF PROCESSING FACILITY.
------------      -------------------------------------

1.1      Promptly  following  the  date  of  this  Agreement,   Commodore  shall
         undertake  (the  "Undertaking")  to  establish a  residuals  processing
         capability (a "Processing  Facility") on the premises of WCS located at
         9998 Highway 176 West, Andrews,  Texas (the "WCS Site"), which premises
         shall be prepared in accordance  with Section 1.2 hereof (the "Facility
         Site").  The Processing  Facility shall have the capabilities set forth
         on Exhibit A (the  "Scope of Work")  attached  hereto and  incorporated
         herein.  Unless  circumstances  beyond  Commodore's  reasonable control
         intervene,   and  provided  that  the  Facility  Site  is  prepared  in
         accordance with Section 1.2, Commodore  anticipates that the Processing
         Facility  shall be completed and ready to process  Materials by January
         20, 2001 (for the D/2 equipment)  and/or 30 days after Facility Site is
         ready for  mobilization  and  installation of the S-10 equipment at the
         Processing  Facility.  Such Undertaking shall include, at the sole cost
         and  expense  of  Commodore,  the  following,  in  each  case  as  more
         particularly set forth in the Scope of Work:

         *   assembly and shipment to the Facility  Site of equipment  described
             in Exhibit A;

         *   personnel  necessary to construct  the  Processing  Facility on the
             Facility Site; and

         *   personnel necessary to operate the Processing Facility;.


                                       2
<PAGE>

1.2      Commodore and WCS agree to cooperate with each other and coordinate the
         shipment of the equipment  described in Section 1.1 above and Exhibit A
         and the  preparation  of the Facility Site as described in this Section
         1.2 such that prior to the delivery of any equipment, the Facility Site
         preparations  shall be completed  by WCS. WCS agrees,  at its sole cost
         and  expense,  to prepare  the  Facility  Site and to provide for or on
         behalf of Commodore all listed items in Exhibit A.

         The  "Facility  Site"  shall  be a  portion  of  the  WCS  mixed  waste
         processing  room   ("Permacon")  and  adjacent  space,  as  more  fully
         described in WCS site licensing and permitting  documentation.  WCS, at
         its sole cost and expense,  will  prepare the  Facility  Site to accept
         certain  pieces of the Commodore D/2 and/or S-10 system (the  treatment
         cell as a minimum)  inside the  Permacon,  and other  pieces  installed
         outside and adjacent to the  Permacon,  as agreed to by the parties and
         in  compliance  with  permitting  and licensing  requirements.  Certain
         penetrations  of the  Permacon  may be  required  for  interconnections
         between certain pieces of S-10 equipment,  the payment for all of which
         shall be the sole  responsibility of WCS. As part of its responsibility
         to provide the Facility Site, WCS, at its sole cost and expense,  shall
         also bring all  necessary  utilities  to the inside or  adjacent to the
         outside of the Permacon,  including power,  water,  etc., for the S-10,
         and needed for  operation  of the  equipment.  These  requirements  are
         outlined in Exhibit A, Equipment Specifications.

Each of the foregoing  shall be provided in accordance  with the  specifications
for such  items as set forth on  Exhibit A and  Exhibit B  attached  hereto  and
incorporated herein.

ARTICLE 2.0       PROCESSING OF MATERIALS, EXCLUSIVITY
-----------       ------------------------------------

2.1      Subject to the terms and conditions herein,  Commodore agrees to accept
         and  process  Materials  that  meet  the  specifications   ("Conforming
         Materials")  set forth on Exhibit A hereto.  Commodore has the right to
         not accept  materials for treatment that will result in a payment to it
         of less than $2.00 per pound.  Commodore  shall process all  conforming
         Materials to the specifications set forth on Exhibit A hereto.

2.2      In  consideration  for the mutual promises in this Agreement and unless
         otherwise agreed in writing by both of the Parties:

         2.2.1  Commodore  shall  accept and  process all  Conforming  Materials
                received from WCS throughout the term of this agreement;


                                       3
<PAGE>


         2.2.2  WCS shall  provide  Commodore  the first  right to  process  all
                conforming  materials  meeting the  specifications of Exhibits A
                and B over any other  technology on the WCS site  throughout the
                term of this Agreement except as restricted by permit,  license,
                or  any  other  regulatory  constrain  and/or  by  any  customer
                limitation;

         2.2.3  Commodore shall process Conforming Materials under WCS' existing
                "Broad  Spectrum  Contract"  (dated  1998  with  Bechtel  Jacobs
                Company,  LLC)  exclusively  for WCS throughout the term of this
                Agreement.

2.3      Commodore  shall not  install  any other SET  equipment  or similar SET
         equipment  at  a  commercial  facility  for  processing  Material  that
         otherwise  could be processed at WCS using  Commodore's  SET  equipment
         unless WCS provides written consent to Commodore for each such Material
         to be  processed.  Such request for written  consent  shall trigger the
         following right:

         2.3.1  WCS shall have the sole elective right upon Commodore's  request
                for consent to:

                2.3.1.1  Continue under the existing  contract with an automatic
                         extension of five (5) years of said contract; or,


                2.3.1.2  Opt to purchase  Commodore's D/2 and/or SL-10 equipment
                         and  the   appropriate   license(s)   to  operate  such
                         equipment   from   Commodore   for  a  total  price  of
                         $1,000,000 (one million  dollars).  Should WCS elect to
                         purchase  under this  provision,  WCS may contract with
                         Commodore  for  additional   services  related  to  the
                         purchased technology.

ARTICLE 3.0       PROCESSING COMPENSATION
-----------       -----------------------

3.1      WCS shall pay to Commodore compensation for waste treatment services at
         the  rates  corresponding  to such  services  or  events  on  Exhibit B
         attached  hereto and made a part hereof.  The rates in Exhibit B can be
         reviewed  each  year and  adjusted  with  agreement  of each  party for
         inflation or as may be necessary to ensure a profitable operation.

3.2      Commodore  will submit  invoices to WCS monthly during the term of this
         Agreement  covering all volumes  received and treated  during the prior
         calendar  month.  All  payments on  invoices  are due within 45 days of
         WCS's receipt of a correct  invoice.  WCS will notify  Commodore of any
         disputed amounts within thirty (30) days of receiving the invoice.  The
         parties,  in good faith,  will  resolve any  disputed  portions of such
         invoice.  Not withstanding any dispute, the portion of any invoice that
         is  undisputed  will be paid  within 45 days of its  receipt.  Disputed
         amounts will be paid within 30 days of dispute resolution.


                                       4
<PAGE>

3.3      Payments  due  Commodore  under  this  Agreement  shall be  subject  to
         interest of one percent (1%) per month  commencing  (i) for  undisputed
         amounts  on the  forty-sixth  (46th)  calendar  day  after  receipt  of
         invoice,  and (ii) for  disputed  amounts  on the thirty  first  (31st)
         calendar day after resolution of the dispute.

ARTICLE 4.0       UNDERTAKINGS AND REPRESENTATIONS OF THE PARTIES.
-----------       ------------------------------------------------

4.1      Each of Commodore and WCS shall comply, and shall require each of their
         respective  employees,  agents,  representatives and invitees to comply
         with the  requirements  of any and all  applicable  laws,  regulations,
         rules, permits, licenses,  authorizations and orders in connection with
         their respective obligations under this Agreement.  Notwithstanding the
         foregoing,  except for a period of time during Commodore's treatment of
         Materials,  WCS shall be  responsible  for procuring,  maintaining  and
         assuring compliance with all permits, approvals,  permissions and other
         rules and regulations regarding the handling, storage,  transportation,
         processing,  recycling and disposal of all  Materials  and  derivatives
         thereof before, during and after delivery of Materials to Commodore for
         treatment  services.  Commodore  shall be  responsible  for  procuring,
         maintaining  and  assuring  compliance  with  all  permits,  approvals,
         permissions and other rules and  regulations  regarding the storage and
         treatment of all Materials and derivatives during Commodore's treatment
         process at the Processing Facility.

4.2      Unless otherwise agreed, Commodore, at its sole cost and expense, shall
         provide all labor,  including without  limitation,  all supervisory and
         engineering  support, and all equipment and materials needed to process
         the Conforming Materials in accordance with this Agreement. WCS, at its
         sole cost and  expense,  will  provide  labor and support for  material
         handling  and  preparation  prior to  delivery to  Commodore  and after
         treatment by Commodore.

4.3      WCS represents, warrants and agrees that title to all Material, whether
         or not  processed  under  this  Agreement,  shall be held by and at all
         times remain exclusively with WCS or its customers.  Commodore shall at
         no time be deemed or construed to take actual or constructive  title to
         any Materials hereunder. Except for a period of time during Commodore's
         treatment  of  Materials,  WCS  agrees to  indemnify,  defend  and hold
         harmless Commodore from and against any and all claims, claims of right
         and/or causes of action,  now existing or hereafter arising or relating

                                       5
<PAGE>

         to any third party claim that  Commodore  has or had  ownership  of the
         Materials  or  the  handling,   storage,   transportation,   treatment,
         recycling and/or disposal of all Material and derivatives thereof.

4.4      Each of the  Parties  represents  and agrees  that it has not  offered,
         given,  promised to give,  or  authorized  giving,  and will not offer,
         give, promise to give, or authorize giving, directly or indirectly, any
         money  or  anything  else of  value to any  person,  including  without
         limitation  any  government   official,   political  party,   political
         official,  candidate  for  political  office or any  official  of state
         industries,   in  connection   with  the   solicitation   of  Materials
         contemplated by this Agreement or any other activities hereunder.

ARTICLE 5.0       WARRANTIES OF COMMODORE.
-----------       -----------------------

5.1      Product Warranties; Exclusive Remedies

         Commodore  warrants that the Materials  processed by it hereunder  will
         conform to the  specifications set forth on Exhibit A, attached hereto.
         In the event any process  Materials  fail to comply with this  warranty
         and WCS notifies Commodore in writing of such nonconformity,  Commodore
         shall  correct such  nonconformity  by  reprocessing  same,  but if not
         remedied  within thirty (30) days of the notice of  nonconformity,  WCS
         may take reasonable  measures  necessary to correct such  nonconformity
         and may deduct its costs that as are  incurred  from the  amounts  owed
         Commodore and / or may directly invoice Commodore.

5.2      Exclusivity of Warranties and Remedies

         The  warranties  in this article are exclusive and in lieu of all other
         warranties,  whether  statutory,  express or implied (including without
         limitation all warranties of merchantability and fitness for particular
         purposes and all warranties  arising from course of dealing or usage of
         trade).  The remedies provided herein are WCS's exclusive  remedies for
         any  failure  of  Commodore  to comply  with its  obligations  to treat
         wastes. Correction of any defect or nonconformity in the manner and for
         the period of time provided above shall constitute complete fulfillment
         of all such  liabilities  of  Commodore  whether  the claims of WCS are
         based in contract,  in tort (including negligence or strict liability),
         or  otherwise  with  respect  to or  arising  out of the  products  and
         services furnished or performed hereunder.

                                       6
<PAGE>

5.3      Commodore  warrants that  sufficient  funds are available and committed
         for the entire cost of the Work and that it has full authority to enter
         this Agreement and to perform its obligations under this Agreement.

5.4      Commodore  warrants that it holds all applicable patents on its D/2 and
         SET-10 equipment and shall fully defend any such contrary claim, demand
         or suit at its sole expense, even if the same is groundless.

ARTICLE 6.0       UNDERTAKINGS, REPRESENTATIONS AND WARRANTIES OF WCS
-----------       ---------------------------------------------------

6.1      WCS represents that the WCS Site and all utility  connections and other
         requirements  set forth in this  Agreement  (i) shall be available  and
         accessible in accordance with the specifications described in Exhibit A
         attached  hereto and at the times  required  hereunder;  and (ii) shall
         comply with all applicable  laws,  rules,  codes and regulations of any
         public governmental Authorities.

6.2      WCS shall be responsible  for all dealings with  applicable  regulatory
         agencies in obtaining  and  maintaining  any  required  authorizations,
         licenses and permits for Commodore to carry out its  obligations  under
         this Agreement. Commodore shall be responsible for fully supporting WCS
         in obtaining and maintaining any required  licenses and permits for WCS
         to carry out its obligations under this Agreement.

6.3      WCS warrants that it knows of no outstanding judicial or administrative
         orders or  decrees  and  there is no known  litigation  or  proceedings
         pending before any court or Public Authority  relating to the treatment
         of target materials or waste streams,  the WCS Facility or any of them,
         which  could  reasonably  be known to  affect  the  performance  of the
         services to be provided by Commodore under this Agreement.

6.4      WCS warrants that it has full  authority to take any lawful action with
         respect  to the  Materials/waste  streams,  including  causing it to be
         analyzed, packed, stored, transported and disposed of.

6.5      WCS shall  provide for and grant to  Commodore  legal access to the WCS
         Facility  to  perform  the  acts  and  take  the  steps  necessary  and
         appropriate to perform the Work,  including with  limitation,  bringing
         ammonia,  sodium, tools and vehicles onto the Project Site.  Commodore,
         its owners,  directors,  management  and  employees  shall  confine its
         activities  to those areas on the WCS site that are  designated  by WCS
         and which are necessary to perform the work.


                                       7
<PAGE>

6.6      WCS warrants that sufficient funds are available and committed for the
         entire cost of the Work when it issues a Work Release and that it has
         full authority to enter this Agreement and to perform its obligations
         under this Agreement.

ARTICLE 7.0       INDEPENDENT CONTRACTOR RELATIONSHIP
-----------       -----------------------------------

Commodore is and shall be an  independent  contractor in the  performance of the
Work covered by this Agreement,  maintaining  complete  control of its employees
and  operations.  Neither  Party,  nor anyone  employed by such Party,  shall be
construed to be an agent, representative, employee or servant of the other Party
in connection with any of the activities contemplated by this Agreement.

ARTICLE 8.0       CONFIDENTIAL INFORMATION
-----------       ------------------------

8.1      Except  to  the  extent  required  by  competent  legal  or  regulatory
         authority,  the Parties agree to keep all  information of a proprietary
         or confidential  nature delivered or otherwise  acquired from the other
         Party as a result of performing services in confidence during and for a
         period of five (5) years  following the  termination  of this Agreement
         and to use such information solely for the purpose contemplated by this
         Agreement.  Each  Party  agrees to not  divulge,  nor permit any of its
         employees,  officers,  directors,  shareholders,  affiliates, agents or
         representatives  to divulge such information,  or any part thereof,  to
         any third party without prior written consent.

8.2      All  information  developed  or  disclosed  by either  party under this
         Agreement and deemed to be proprietary and/or confidential  information
         ("Proprietary  Information") shall be identified promptly in writing to
         the other party as proprietary or confidential  and how the information
         was disclosed to either party.

8.3      Certain aspects of Commodore's Solvated Electron Technology ("SET(TM)")
         and  related  patents  consist  of  Proprietary  Information.   Certain
         "Practical   Applications"   of  SET  are  subject  to  pending  patent
         applications  and,  therefor,  also  Proprietary  Information.  All  of
         Commodore's   technological   know-how,   pending  patent   application
         information and related  information is proprietary and herein referred
         to  as   "Commodore's   Proprietary   Information".   All   Proprietary
         Information  disclosed by Commodore  under this  Agreement  relating to
         SET, technological know-how, pending patent application information and
         other similar  information shall, unless otherwise stated by Commodore,
         be deemed Commodore's Proprietary  Information.  Title to all Commodore
         Proprietary   Information  and  all  improvements   and   modifications
         developed  by  Commodore  under  this  Agreement  relating  to  SET  or
         Commodore's  Proprietary  Information shall, unless otherwise agreed to


                                       8
<PAGE>

         by the parties in writing,  shall be and remain the exclusive  property
         of  Commodore.  Commodore  has not granted any royalty free licenses to
         WCS nor to the  federal,  state or local  governments  to make,  use or
         sell,  or  to  have  made,   used  or  sold   Commodore's   Proprietary
         Information.

8.4      Proprietary  Information  shall not be disclosed by either party to any
         other  person  except  to those  individuals  who need  access  to such
         Proprietary   Information   to  the  extent  needed  to  ensure  proper
         performance  of the  Services  and who  have  agreed  to  abide  by the
         provisions of this section.  Proprietary  Information shall not be used
         for any  purpose  other  than as  reasonably  necessary  for the proper
         performance of the Services.

         The  parties  to this  Agreement  shall not be liable to each other for
         disclosure or use of the other party's  Proprietary  Information which:
         (i) is in or enters the public domain through no act or omission of the
         receiving party or its Representatives; or (ii) is in the possession of
         the receiving party or its representatives,  at the time of disclosure,
         lawfully obtained by the receiving party or its representatives, from a
         source  other  than  the  disclosing  party,  and  not  subject  to any
         obligation  of   confidentiality  or  restrictions  on  use;  (iii)  is
         independently  developed by the receiving party or its representatives;
         (iv) is or  becomes  generally  known to or  readily  ascertainable  by
         proper  means;  or (v) is required to be released by law or court order
         (but only after actual prior written  notice has been  delivered to WCS
         and/or Commodore).

8.5      The parties to this Agreement shall return all Proprietary  Information
         relating  to  this   Agreement  to  the  other  upon  request  or  upon
         termination of this Agreement,  whichever occurs first. Both parties to
         this Agreement shall have the right to retain a copy of the Proprietary
         Information for its internal  records,  subject to the restrictions and
         obligations set forth in this Section.  Nothing in this Agreement shall
         be construed to give WCS or Commodore or any other party a right to use
         WCS'  or  Commodore's  Proprietary  Information  for  any  purpose  not
         expressly  stated  herein.  This Section  shall survive three (3) years
         after termination of this Agreement.

8.6      Deliverables,  analyses and reports  ("deliverables")  developed  under
         Work Releases to this Agreement shall be the property of WCS. Commodore
         shall not disclose the deliverables relating to the Services to a third
         party without the prior written authorization of WCS.


                                       9
<PAGE>

ARTICLE 9.0       INSURANCE
-----------       ---------

9.1      During the term of the Agreement,  Commodore shall maintain at its sole
         cost, the following type of insurance with insurers acceptable to WCS.

         9.1.1  Commercial  General Liability - insurance with a combined single
                limit of  $1,000,000  per  occurrence  with a minimum  aggregate
                limit of $3,000,000. The policy shall include products/completed
                operations,   contractual,   broad  form  property  damage,  and
                contractor-protective coverage. The policy shall include a Cross
                Liability  provision  and coverage  shall be on an  "occurrence"
                basis.

         9.1.2  Workers'  Compensation/Employers  Liability - insurance with the
                following limits:

                Workers' Compensation Statutory

                Employers Liability - $100,000 per occurrence

         9.1.3  Vehicle Liability - insurance to cover property damage or bodily
                injury  to  third  parties  as  a  result  of  the  use  of  any
                Contractor's  vehicles. The policy shall have a minimum limit of
                $1,000,000 per occurrence.

All the insurance  policies  shall provide a waiver of  subrogation  in favor of
WCS. In addition,  the general  liability policy shall name WCS as an additional
insured.

9.2      During the term of the Agreement,  WCS shall maintain at its sole cost,
         the following type of insurance with insurers acceptable to Commodore.

         9.2.1  Commercial  General  Liability  insurance with a combined single
                limit of  $1,000,000  per  occurrence  with a minimum  aggregate
                limit of $1,000,000. The policy shall include products/completed
                operations,   contractual,   broad  form  property  damage,  and
                contractor-protective coverage. The policy shall include a Cross
                Liability  provision  and  coverage  shall  be on an  occurrence
                basis.

         9.2.2  Workers'  Compensation/Employers  Liability - insurance with the
                following limits:

                Workers' Compensation - Statutory

                Employers Liability - $100,000 per occurrence

                                       10
<PAGE>

         9.2.3  Vehicle Liability - insurance to cover property damage or bodily
                injury  to  third  parties  as  a  result  of  the  use  of  any
                Contractor's  vehicles. The policy shall have a minimum limit of
                $1,000,000 per occurrence.

All the insurance  policies  shall provide a waiver of  subrogation  in favor of
Commodore.  In addition, the general liability policy shall name Commodore as an
additional insured.

Any  Sub-contractors  employed by  Commodore  shall  maintain  the same level of
insurance required of Commodore.  Alternatively,  Commodore's insurance policies
may be extended to cover Sub-contractor.

Prior to the inception of any work under this agreement, Commodore shall provide
WCS with an insurance  certificate(s) as evidence that the required insurance is
in force.  Commodore will provide  renewal  certificates  to WCS as long as this
agreement is in force. Such  certificates  shall specify that WCS shall be given
thirty (30) days notice prior to  cancellation  or material change of any of the
required insurance policies.

ARTICLE 10.0      INDEMNITIES; LIMITATION ON LIABILITY
------------      ------------------------------------

10.1     Commodore  agrees to  indemnify  and hold WCS,  any WCS  client,  their
         respective   subsidiaries  and  affiliates,   and  WCS  representatives
         harmless from and against any and all  indemnifiable  claims associated
         with any injury to or illness or death of any Commodore employee or any
         employee of Commodore's  subcontractors,  subsidiaries or affiliates or
         loss or damage to Commodore's property or its subcontractors  property,
         which  arises out of or is incident to  services  performed  under this
         agreement, and regardless of the cause, including,  without limitation,
         the negligence of the indemnitee,  excluding however,  injury, death or
         property damage caused by the indemnitee's  gross or sole negligence or
         willful misconduct. Commodore shall fully defend any such claim, demand
         or suit at its sole expense, even if the same is groundless.

10.2     WCS  agrees  to  indemnify  and  hold   Commodore,   their   respective
         subsidiaries  and affiliates,  and Commodore  representatives  harmless
         from and against any and all  indemnifiable  claims associated with any
         injury to or illness or death of any WCS  employee  or any  employee of
         WCS's  subcontractors,  subsidiaries or affiliates or loss or damage to
         WCS's property or its subcontractors  property,  which arises out of or
         is incident to services performed under this agreement,  and regardless
         of the cause,  including,  without  limitation,  the  negligence of the
         indemnitee,  excluding however, injury, death or property damage caused
         by the indemnitee's gross or sole negligence or willful misconduct. WCS
         shall fully defend any such claim,  demand or suit at its sole expense,
         even if the same is groundless.

                                       11
<PAGE>

ARTICLE 11.0      FORCE MAJEURE
------------      -------------

11.1     If either  Party is  rendered  unable by force  majeure to perform  its
         obligations  (other  than  obligations  to make  payments)  under  this
         Agreement  as set out herein,  it is agreed that upon such Party giving
         the other Party  written  notice,  the Party giving notice shall not be
         liable to the  other  Party for  failure  or delay in such  performance
         hereunder. Force majeure includes war (whether declared or undeclared),
         fire,  flood,  lightning,  earthquake,  storm or any  other act of God;
         strikes,  lockouts or other  labor  difficulties;  civil  disturbances,
         riots, sabotage,  accident or explosion;  any official order, directive
         or mandate by any  governmental  authority or  instrumentality  thereof
         that,  in the  reasonable  judgment  of the  Party  affected,  makes it
         necessary to delay or curtail performance.

11.2     Performance  under this Agreement shall be suspended  during the period
         of any such force  majeure  event to the extent made  necessary by such
         event. Any force majeure event shall so far as reasonably possible,  be
         remedied with all  reasonable  dispatch;  provided,  however,  that the
         settlement of strikes,  lockouts,  industrial  disputes or disturbances
         shall  be  entirely  within  the  discretion  of  the  party  affected.
         Performance  under  this  Agreement  shall  resume to the  extent  made
         possible by the end or amelioration of the force majeure event.

11.3     Upon the occurrence of any event of force  majeure,  the Party affected
         shall  give  written  notice to the other  party as soon as  reasonably
         possible and, to the extent reasonably possible, shall inform the other
         party of the  anticipated  duration of the event of force majeure,  and
         the  performance to be affected by the suspension or curtailment  under
         this  Agreement,  as well as an estimate of the  continued  duration of
         such force majeure.

11.4     Notwithstanding  anything  to the  contrary in this  Agreement,  either
         party may elect to terminate this Agreement  without  additional notice
         after the other party has been  unable to perform due to force  majeure
         for a consecutive period of one-hundred eighty(180) days.

ARTICLE 12.0      TERM, TERMINATION AND ENTIRE AGREEMENT
------------      --------------------------------------

12.1     The term of this Agreement  shall begin on the date hereof,  and unless
         terminated  earlier  pursuant  to the  terms of this  Agreement,  shall
         expire on the fifth anniversary  following the date treatment  services
         are initiated by Commodore,  provided that the terms of this  Agreement
         may be  extended  for  five  (5)  additional  consecutive  two (2) year
         renewal terms unless  terminated  earlier pursuant to the terms of this
         Agreement by either party.

                                       12
<PAGE>

12.2     Termination of Agreement

         This Agreement may be immediately  terminated  upon any material breach
         of this Agreement by a Party, so long as such breach has not been cured
         within  one-hundred  eighty (180) days of written notice of such breach
         to the breaching Party.

         Either party may immediately terminate this Agreement or WCS may invoke
         its rights as set forth in Section  2.3.1.1.2  (Purchase) either during
         or after the initial term upon written notice to the other party if the
         other party:  (i) has been adjudicated  bankrupt;  or, (ii) has filed a
         voluntary petition of bankruptcy;  or, (iii) has made an assignment for
         the benefit of creditors; or (iv) has had a receiver appointed for such
         a party. Notice of any of the preceding events shall be communicated in
         written form within ten (10) days of such notice to the other Party.

12.3     Entire Agreement

         This  Agreement and all  amendments  duly approved and attached  hereto
         incorporate  all prior  understandings  relating to its subject matter,
         contain  the entire  agreement  of the  Parties  with  respect to their
         subject matter;  and shall not be modified except by written instrument
         executed by each Party.

ARTICLE 13.0      MISCELLANEOUS
------------      -------------

13.1     Survival of Covenants

         The covenants set forth in Sections 8 and 10 of this Agreement are of a
         continuing  nature and shall  survive the  expiration,  termination  or
         cancellation of this Agreement regardless of reason.

13.2     Notice

         Any notice  provided or permitted to be given under this Agreement must
         be in writing,  and may be served by fax, courier,  or deposited in the
         mail,  addressed to the party to be notified,  postage prepaid,  as set
         forth  below.  Notice  given by mail  shall  be  deemed  delivered  and
         effective seven (7) days after being  deposited in the mail.  Notice by
         fax or courier  shall be deemed  delivered and effective as of the time
         of actual delivery. For purposes of notice the addresses of the parties
         shall be as follows:

                                       13
<PAGE>

         If to WCS:

         Waste Control Specialists, LLC
         9998 Highway 176 West
         Andrews, TX 88231
         Attention: Scott Nicholson
         Fax No: 505-394-3976


         If to Commodore:

         Commodore Solution Technologies, Inc.
         2340 Menaul Blvd NE, Suite 400
         Albuquerque, NM 87107
         Attention: Peter Harrod, PE
         Fax No: 505-872-6827


Either Party may change its address for notice by providing the other party with
notice of such change.

13.3     Waiver

         The  failure  of a Party  to  insist  upon  strict  performance  of any
         provision  of this  Agreement  shall  not  constitute  a waiver  of, or
         estoppel  against  asserting,  the right to require  performance in the
         future. A waiver or estoppel in any one instance shall not constitute a
         waiver or estoppel with respect to a later breach.

13.4     Severability

         If any of the terms and  conditions  of this  Agreement are held by any
         court of competent jurisdiction to contravene,  or to be invalid under,
         the laws of any political  body having  jurisdiction  over this subject
         matter,  that  contravention  or invalidity  shall not  invalidate  the
         entire  Agreement.  Instead,  this  Agreement  shall  be  construed  as
         reformed  to the  extent  necessary  to  render  valid  the  particular
         provision  or  provisions  held  to be  invalid,  consistent  with  the
         original  intent of that  provision.  The rights and obligations of the
         parties shall be construed and enforced accordingly, and this Agreement
         shall remain in full force and effect as reformed.

13.5     Governing Law; Interpretation; Dispute Resolution

         The validity,  construction  and performance of this agreement shall be
         governed by and construed in  accordance  with the laws of the state of
         Texas. The Parties agree that the exclusive  jurisdiction and venue for
         the resolution of any dispute arising out of this Agreement will be the
         courts in the State of Delaware.


                                       14
<PAGE>

13.6     Counterpart Execution

         This Agreement may be executed in any number of  counterparts  with the
         same  effect as if all the Parties  had signed the same  document.  All
         counterparts  shall be construed  together and shall constitute one and
         the same instrument when executed by each Party.

13.7     Assignment; Successors; and Assigns.

         Commodore may assign its rights and obligations under this Agreement to
         its parent  company  without  the consent of WCS and WCS may assign its
         rights and  obligations  under this  Agreement to its parent  companies
         without the  consent of  Commodore.  No party  shall  assign any of its
         rights or  obligations  in and under this  Agreement  to other  parties
         without first  obtaining the prior written  consent of the other party.
         Except as otherwise provided,  this Agreement shall apply to, and shall
         be binding upon the parties  hereto,  their  respective  successors and
         permitted assigns,  and all persons claiming by, through,  or under any
         of these persons.

13.8     No Partnership or Joint Venture.

         Nothing  contained in this  Agreement  shall be construed as creating a
         partnership,  joint  venture or other entity or  combination  among the
         parties and each party shall remain solely  responsible for the actions
         of its own employees and representatives.

EXECUTED and EFFECTIVE as of February 12th, 2001.


Commodore Solution Technologies, Inc          Waste Control Specialists, LLC


By: /s/ Peter Harrod                           By:  /s/ Scott Nicholson
    ----------------                                -------------------

Print Name:  Pete Harrod                       Print Name:  Scott Nicholson

Title:       President                         Title:        VP - Operations &
                                                             General Manager



                                       15
<PAGE>

                                    EXHIBIT A

                                  SCOPE OF WORK
                                  -------------

1.0      GENERAL
---      -------

Commodore  shall  provide  waste  treatment  services for WCS as authorized by a
written  Work  Release  in  accordance  with the  terms and  conditions  of this
Agreement. Actual work tasks are to be limited to those activities requested for
treatment  by WCS and  agreed  upon by CAS (or vice  versa) by means of the Work
Release. Upon receipt of a request for services,  Commodore shall prepare a Work
Release describing the scope of services to be provided and anticipate, a timely
schedule for  execution  by the parties and  Agreement  that the waste  material
meets the SET D/2 or S-10 treatment specifications.  Upon acceptance by WCS, WCS
shall issue a Work Release authorization to proceed.

1.       Commodore will provide all  supervision,  SET(TM)equipment,  materials,
         tools,  and  subcontracted  items  necessary  for the  performance  and
         completion of the Work.

2.       Commodore  will treat waste at WCS'  Facility  Site and will advise and
         assist WCS in arranging  for the shipping,  transportation,  treatment,
         and/or  return  shipping  to  clients  or other  recipients  of any new
         materials requiring removal and treatment from a client's site by:

         (1) installing a D/2 by January 20, 2000 and a S-10 SET unit, within 30
             days of the S-10 SET unit is  authorized  at the WCS  Facility  and
             maintaining  permit(s)  in the  name of  Commodore  and/or  WCS (as
             appropriate) for treating waste of the same  classification  as the
             materials needing treatment by clients;

         (2) assisting WCS in identifying  other clients whose waste streams may
             be viable opportunities to treat at the WCS Facility;


         (3) advising  and  assisting  WCS in the  evaluation  and  selection of
             transporters when requested by WCS;

         (4) preparing  documents and reports as required by Public  Authorities
             for the  confirmation of treatment of materials at the WCS Facility
             utilizing WCS' EPA identification number for approval and execution
             by WCS.


                                       16
<PAGE>

3.       Commodore  shall be responsible for the payment of all taxes plus taxes
         covering the  services to be  performed,  including  the payment of all
         applicable  taxes  covering  its  employees.  Commodore  shall  not  be
         responsible  for the  collection  or payment of any State  sales,  use,
         gross  receipts or similar  tax. If  Commodore  is required to pay such
         State  taxes,  it will  bill WCS  accordingly  and WCS  shall  promptly
         reimburse  Commodore for the amount of such tax upon receipt of invoice
         therefor.

4.       Commodore shall erect and properly maintain,  as required by applicable
         federal, state, and local safety laws, rules and regulations, necessary
         safeguards for the  protection of its  employees.  It is understood and
         agreed that  Commodore  will eliminate or abate any safety hazard which
         has been caused by Commodore's  negligence,  willful  misconduct or bad
         faith,  however,   Commodore  shall  have  no  responsibility  for  the
         elimination  or  abatement  of  safety  hazards  created  or  otherwise
         resulting from Work at the WCS Facility  carried on by other persons or
         firms  directly  employed  by WCS  as  separate  contractors  or by WCS
         employees and agents.

5.       Commodore  shall  ensure  all its  employees  working at WCS shall meet
         appropriate health, safety, and environmental  requirements required by
         Public   Authorities  and  WCS  policies  and   procedures,   licenses,
         authorizations, and permits.

6.       Unless  otherwise  instructed,  Commodore  shall  treat all  Conforming
         Materials to meet Universal Treatment Standards (for VOA's & SVOA's).

7.       WCS shall furnish, at no cost to Commodore, when applicable, reasonable
         information  on  the  materials  to  be  treated  describing:  physical
         characteristics,  reports,  investigations,  legal  limitations,  legal
         description, including written information which WCS may possess or the
         presence of any  substances  or  conditions  at the  locations or sites
         where the material  was received  from which may pose a threat to human
         life, health or safety,  and any other reports or documents that may be
         reasonably requested by Commodore.

8.       WCS shall be responsible for removal and  transportation  of all sample
         material to and from the WCS Facility,  including any residual material
         or secondary waste resulting from  Commodore's  treatment  process that
         must be returned to generators or to the  laboratory(ies) at which such
         analysis  will  be  conducted  or  to  another  appropriate   facility.
         Commodore  will utilize  their best efforts to minimize the quantity of
         any residual  material or secondary  waste  resulting from  Commodore's
         treatment process and support activities.

                                       17
<PAGE>

9.       WCS will sign all generator  manifests and obtain and maintain in force
         appropriate  registrations,  permits, licenses, and approvals which the
         owner/operator of the WCS Facility is reasonably required to obtain and
         maintain by law or Public Authorities.

2.0      PROCESS CAPABILITIES AND MATERIAL SPECIFICATIONS
---      ------------------------------------------------

2.1      General Process Capabilities

         Commodore's  solvated  electron  technology (SET) is a patented process
         for  the  reductive  destruction  of  many  organic  molecules  and  is
         extremely  effective  in  the  dehalogenation  of  halogenated  organic
         compounds.  In the process,  contaminants  are  destroyed by a chemical
         reduction  mechanism,  whereby the  functional  organic  compounds  are
         converted to petroleum hydrocarbons and metal salts.

         In application, contaminated materials are placed into a treatment cell
         and mixed with a solvated electron  solution.  Chemical  reactions then
         strip the halogen ions and reduce the organic  compound.  At the end of
         the  reaction,  ammonia  within  the  treatment  cell  is  removed  and
         recycled.

         Commodore  will place  Conforming  Materials  received  from WCS (using
         either a lift machine or other conveying mechanism) into the D/2 and/or
         S-10  treatment  cell and mix the  material  with a  solvated  electron
         solution. Chemical reactions then strip the halogen ions and reduce the
         organic  compound.  At the  end of the  reaction,  ammonia  within  the
         treatment cell is removed and recycled.

2.2      Conforming Material Specifications

         Commodore's   SET  D/2  and  S-10  system(s)  has  been  successful  at
         remediating  a wide variety of toxic  chemicals.  For the WCS treatment
         installation, the following criteria must be met for successful, single
         run  treatment  with the goal to remove the organic  constituent(s)  to
         below regulatory limits: The target compound to be treated must be able
         to be chemically reduced.

         (1) The total reducible organic contaminants to be treated are equal to
             or less than 20,000 ppm.

         (2) Total water content is less than or equal to 25%.

                                       18
<PAGE>

         (3) No size  reduction of material is required.  Material  must be less
             than 6" in diameter when delivered to the system.

         (4) The waste  stream  and any of its  constituent(s)/target  compounds
             must not be shock-sensitive.

         (7) Such other criteria as Commodore, in its exercise of scientific and
             reasonable discretion, shall establish.


                                       19
<PAGE>

1.2      SET S-10 SYSTEM EQUIPMENT SPECIFICATIONS
<TABLE>
<CAPTION>


                       S-10 System                                                 Treatment Cell
-------------------- ------------------------------------- -- ----------------- ---------------------------------------

<S>                  <C>                                      <C>               <C>
Technology           Solvated Electron Technology             Size              49" diameter x 12'-0" long
-------------------- -------------------------------------    ----------------- ---------------------------------------
Process              Batch                                    Capacity          140 cubic feet
-------------------- -------------------------------------    ----------------- ---------------------------------------
Cycle Time           3-4 Hours                                Material          Stainless steel
-------------------- -------------------------------------    ----------------- ---------------------------------------
Throughput           5000 pounds per day (average)            Mixer             Horizontal shaft, paddle mixer,
                                                                                manual speed control (50-150 rpm)
-------------------- -------------------------------------    ----------------- ---------------------------------------
Feed Rate            2500 pounds/batch (average)              Ammonia Recovery  Decant system and vapor recovery
-------------------- -------------------------------------    ----------------- ---------------------------------------
Feed Material        Various, solid and/or liquid,            Inlet Flange      8 inches
                     homogeneous or heterogeneous             Diameter
-------------------- -------------------------------------    ----------------- ---------------------------------------
Feed Material Size   3 inches max in any dimension            Outlet Flange     8 inches
                                                               Diameter
-------------------- -------------------------------------    ----------------- ---------------------------------------
Major Components     Treatment cell, solvator, ammonia        Operating         70 degrees F
                     system                                   Temperature
-------------------- -------------------------------------    ----------------- ---------------------------------------
Unit Size            Five (5) skids; 8' x 40' each            Design            -40 to 400 degrees F
                                                              Temperature
-------------------- -------------------------------------    ----------------- ---------------------------------------
Power Requirements   480 volt AC, 3 phase, 600 amp            Operating         80-250 psig
                                                              Pressure
-------------------- -------------------------------------    ----------------- ---------------------------------------
Water Requirements   110 gallons/day                          Design Pressure   350 psig, ASME Section VIII, code
                                                                                rated
-------------------- -------------------------------------    ----------------- ---------------------------------------
                                                              Read Outs         Temperature, pressure, rpm, etc.
-------------------- -------------------------------------    ----------------- ---------------------------------------

</TABLE>


                                       20
<PAGE>

<TABLE>
<CAPTION>



Solvator System                                               Ammonia System
-------------------- --------------------------------------   -------------------- -------------------------------------

<S>                  <C>                                      <C>                  <C>
Solvator Tank Size   4'-0" diameter 6'-0" high                Storage Tank Size    30" diameter x 20'-0" long
-------------------- --------------------------------------   -------------------- -------------------------------------
Capacity             450 gallons                              Capacity             750 gallons
-------------------- --------------------------------------   -------------------- -------------------------------------
Material             Stainless steel, ASTM 240 Tp 304L        Material             Carbon steel
-------------------- --------------------------------------   -------------------- -------------------------------------
Mixer                Vertical shaft, magnetic drive,          Operating            50 degrees F
                     turbine mixer                            Temperature
-------------------- --------------------------------------   -------------------- -------------------------------------
Operating            50 degrees F                             Design Temperature   -40 to 400 degrees F
Temperature                                                   -------------------- -------------------------------------
-------------------- --------------------------------------   Operating Pressure   125 psig
Design Temperature   -40 to 400 degrees F                     -------------------- -------------------------------------
-------------------- --------------------------------------   Design Pressure      350 psig, ASME Section VIII, code
Operating Pressure   50 psig                                                       rated
-------------------- --------------------------------------   -------------------- -------------------------------------
Design Pressure      350 psig, ASME Section VIII, code        Other Items          Linear sight glass for level control
                     rated                                    -------------------- -------------------------------------
-------------------- --------------------------------------
Other Items          Magnetic level switches
-------------------- --------------------------------------
Sodium Supply Tank   3'-6" diameter x 5'-0" high
Size
-------------------- --------------------------------------
Capacity             400 gallons
-------------------- --------------------------------------
Material             Stainless steel
-------------------- --------------------------------------
Operating            260 degrees F
Temperature
-------------------- --------------------------------------
Design Temperature   -40 to 400 degrees F
-------------------- --------------------------------------
Operating Pressure   100 psig
-------------------- --------------------------------------
Design Pressure      350 psig, ASME Section VIII, code
                     rated
-------------------- --------------------------------------
</TABLE>




                                       21
<PAGE>


                                    EXHIBIT B

                                PRICING SCHEDULE
                                ----------------

For the destruction of organic material (i.e., PCBs, dioxins, etc.) in various
waste streams utilizing Commodore's SET process and D/2 and S-10 processing
equipment, the pricing per pound processed is as indicated below.

The basis for this pricing has been estimated on material characteristics and
contaminant concentrations as published as part of the Broad Spectrum
procurement RFP of January 1998. In addition, the waste to be treated must meet
the specifications as noted in the process description, specifically that total
reducible organic contaminants for material to be treated are equal to, or less
than 20,000 ppm, the total water content is less than 25%, and no size reduction
of material is required. Additional process runs (i.e., additional cost) will be
needed for greater material that exceed these limits, and costing will be
determined on a case by case basis.


                  WCS Price to Customer (per pound)
                  ---------------------------------    ------------------------
                             $6.00 - $12.00              Greater than $12.00
   -------------- ---------------------------------     -----------------------
   Commodore        31.4% charged or                      $3.77  +
   price to WCS     $2.00 (min.) - $3.77  per pound       50% of the price
   ------------                                           greater than $12.00
   (per pound)
   -------------- --------------------------------- --------------------------


                                       22
<PAGE>