Exhibit 10.100
                                                                  --------------
EXECUTION COPY





                       LIMITED LIABILITY COMPANY AGREEMENT

                                       of

                                  NUVOSET, LLC





                                     between





                     TECHNICAL RESOURCES INTERNATIONAL, INC.

                                       and

              COMMODORE GOVERNMENT ENVIRONMENTAL TECHNOLOGIES, INC.





                                  April 2, 2002









THE SECURITIES ISSUED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT OF 1933 AND SUCH STATE LAWS. THE SECURITIES MAY NOT BE RESOLD
UNLESS REGISTERED UNDER SUCH REQUIREMENTS OR EXEMPT THEREFROM. THE SECURITIES
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION,
ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.



<PAGE>




                                    CONTENTS



<TABLE>
<CAPTION>
<S>                                                                                                           <C>
ARTICLE I.........................................................................................................5
   Defined Terms..................................................................................................5
      Section 1.1  Definitions....................................................................................5
                   -----------
      Section 1.2  Heading.......................................................................................13
                   -------
ARTICLE II.......................................................................................................14
   Formation And Term............................................................................................14
      Section 2.1  Formation.....................................................................................14
                   ---------
      Section 2.2  Name..........................................................................................14
                   ----
      Section 2.3  Term..........................................................................................14
                   ----
      Section 2.4  Registered Agent and Office...................................................................15
                   ---------------------------
      Section 2.5  Principal Place of Business...................................................................15
                   ---------------------------
      Section 2.6  Qualification in Other Jurisdictions..........................................................15
                   ------------------------------------
ARTICLE III......................................................................................................16
   Purpose And Powers Of The Company.............................................................................16
      Section 3.1  Purpose.......................................................................................16
                   -------
      Section 3.2  Powers of the Company.........................................................................16
                   ---------------------
      Section 3.3  Limitations on Company Powers.................................................................18
                   -----------------------------
   Capital Contributions And Capital Accounts....................................................................19
      Section 4.1  Capital Contributions.........................................................................19
                   ---------------------
      Section 4.2  Member's Interest.............................................................................19
                   -----------------
      Section 4.3  Status of Capital Contributions...............................................................20
                   -------------------------------
      Section 4.4  Capital Accounts..............................................................................20
                   ----------------
      Section 4.5  Advances......................................................................................21
                   --------
ARTICLE V........................................................................................................22
   Members.......................................................................................................22
      Section 5.1  Powers of Members.............................................................................22
                   -----------------
      Section 5.2  Reimbursements................................................................................22
                   --------------
      Section 5.3  Partition.....................................................................................22
                   ---------
      Section 5.4  Assignments by and Withdrawal of Members......................................................23
                   ----------------------------------------
ARTICLE VI.......................................................................................................25
   Management....................................................................................................25
      Section 6.1  Management of the Company.....................................................................25
                   -------------------------
      Section 6.2  The Board of Managers.........................................................................25
                   ---------------------
      Section 6.3  Actions Requiring Majority Board Approval; Deadlock...........................................28
                   ---------------------------------------------------
      Section 6.5  Contracts and Bank Accounts...................................................................33
                   ---------------------------
      Section 6.7  Breach of Contracts...........................................................................34
                   -------------------
ARTICLE VII......................................................................................................34
   Amendments And Meetings.......................................................................................35
      Section 7.1  Amendments....................................................................................35
                   ----------
      Section 7.2  Meetings of the Members.......................................................................35
                   -----------------------


<PAGE>

      Section 7.3  Place of Meetings; Participation by Telephone.................................................35
                   ---------------------------------------------
      Section 7.4  Notice of Meetings............................................................................35
                   ------------------
      Section 7.5  Quorum........................................................................................36
                   ------
      Section 7.6  Voting........................................................................................36
                   ------
      Section 7.7  Action Without Meeting........................................................................37
                   ----------------------
      Section 7.8  Board of Managers to Preside at Meetings......................................................37
                   ----------------------------------------
ARTICLE VIII.....................................................................................................38
   Allocations...................................................................................................38
      Section 8.1  Net Profits and Net Losses....................................................................38
                   --------------------------
      Section 8.2  Allocation Rules..............................................................................38
                   ----------------
      Section 8.3  Tax Allocations; Section 704(c) of the Code...................................................38
                   -------------------------------------------
ARTICLE IX.......................................................................................................39
   Distributions.................................................................................................39
      Section 9.1  Pro Rata Distributions........................................................................39
                   ----------------------
      Section 9.2  Distribution Rules............................................................................39
                   ------------------
      Section 9.3  Limitations on Distributions..................................................................40
                   ----------------------------
ARTICLE X........................................................................................................40
   Books And Records.............................................................................................40
      Section 10.1  Books, Records and Financial Statements......................................................40
                    ---------------------------------------
      Section 10.2  Accounting Method............................................................................41
                    -----------------
      Section 10.3  Audit........................................................................................41
                    -----
ARTICLE XI.......................................................................................................41
   Tax Matters...................................................................................................41
      Section 11.1  Tax Matters Member...........................................................................42
                    ------------------
      Section 11.2  Right to Make Section 754 Election...........................................................42
                    ----------------------------------
      Section 11.3  Taxation as Partnership......................................................................42
                    -----------------------
ARTICLE XII......................................................................................................42
   Liability, Exculpation And Indemnification....................................................................42
      Section 12.1  Liability....................................................................................42
                    ---------
      Section 12.2  Exculpation..................................................................................43
                    -----------
      Section 12.3  Duties and Liabilities of Covered Persons....................................................43
                    -----------------------------------------
      Section 12.4  Indemnification..............................................................................44
                    ---------------
      Section 12.5  Expenses.....................................................................................45
                    --------
      Section 12.6  Insurance....................................................................................45
                    ---------
      Section 12.7  Outside Businesses...........................................................................45
                    ------------------
<PAGE>

ARTICLE XIII.....................................................................................................47
   Dissolution, Liquidation And Termination......................................................................47
      Section 13.1  Dissolution..................................................................................47
                    -----------
      Section 13.2  Notice of Dissolution........................................................................49
                    ---------------------
      Section 13.3  Liquidation..................................................................................49
                    -----------
      Section 13.4  Termination..................................................................................51
                    -----------
      Section 13.5  Claims of the Members........................................................................51
                    ---------------------
ARTICLE XIV......................................................................................................51
   Representations, Warranties And Covenants Of The Members......................................................51
      Section 14.1  Representations..............................................................................51
                    ---------------
      Section 14.2  Confidentiality..............................................................................52
                    ---------------
      Section 14.3  Announcements................................................................................53
                    -------------
ARTICLE XV.......................................................................................................53
   Miscellaneous.................................................................................................54
      Section 15.1  Notices......................................................................................54
                    -------
      Section 15.2  Failure to Pursue Remedies...................................................................55
                    --------------------------
      Section 15.3  Cumulative Remedies..........................................................................56
                    -------------------
      Section 15.4  Binding Effect...............................................................................56
                    --------------
      Section 15.5  Interpretation...............................................................................56
                    --------------
      Section 15.6  Severability.................................................................................56
                    ------------
      Section 15.7  Counterparts.................................................................................56
                    ------------
      Section 15.8  Integration..................................................................................57
                    -----------
      Section 15.9  Governing Law................................................................................57
                    -------------
      Section 15.10  Further Assurances..........................................................................57
                     ------------------
      Section 15.11  Treatment for Tax Purposes..................................................................57
                     --------------------------
      Section 15.12  Dispute Resolution..........................................................................59
                     ------------------
      Section 15.13  Drafting....................................................................................60
                     --------
   Initial Expenditures..........................................................................................61
      Section 16.1  Initial Expenditures.........................................................................61
                    --------------------
EXHIBIT A........................................................................................................65
   Covered Applications..........................................................................................65


</TABLE>

<PAGE>




                     LIMITED LIABILITY COMPANY AGREEMENT OF

                                  NUVOSET, LLC


                           This Limited  Liability Company Agreement of Nuvoset,
LLC (the  "Company")  is made as of March 25,  2002 (this  "Agreement"),  by and
between  Technical  Resources  International,  Inc.,  a  Washington  corporation
("Nuvotec-TRI"),  and Commodore Government Environmental  Technologies,  Inc., a
Delaware corporation ("Commodore Government"), as members of the Company and any
other  Persons  who  become  members  of the  Company  in  accordance  with  the
provisions hereof.

                           WHEREAS, Nuvotec-TRI and Commodore Government wish to
form a limited  liability  company  pursuant to the Delaware  Limited  Liability
Company Act, 6 Del.  C.ss.  18-101,  et seq.,  as amended from time to time (the
"Delaware  Act"),  by filing a Certificate  of Formation of the Company with the
office of the Secretary of State of the State of Delaware and entering into this
Agreement;

                           NOW,  THEREFORE,  in  consideration of the agreements
and obligations set forth herein and for other good and valuable  consideration,
the receipt and sufficiency of which are hereby acknowledged, the Members hereby
agree as follows:

                                    ARTICLE I

                                  DEFINED TERMS


                  Section 1.1  Definitions.


                           Unless the context otherwise requires, the terms
defined in this Article I shall, for the purposes of this
Agreement, have the meanings herein specified.

                           "Affiliate" means with respect to a specified Person,
any Person that directly or indirectly  controls,  is controlled by, or is under
common control with, the specified Person. As used in this definition,  the term
"control" means the possession,  directly or indirectly,  of the power to direct
or cause the  direction  of the  management  and  policies of a Person,  whether
through  ownership of voting  securities,  by contract or otherwise.  Any Person
that  directly or  indirectly  owns at least 25% of the equity  interests of any
other Person shall be deemed to control such other Person.


                                       5
<PAGE>


                           "Agreement"  means  this  Limited  Liability  Company
Agreement of the Company,  as amended,  modified,  supplemented or restated from
time to time.

                           "Board" means the Board of Managers.

                           "Buy-Out Offer" shall have the meaning set forth in
Section 6.3(b).

                           "Buy-Out Price" shall have the meaning set forth in
Section 6.3(c).

                           "Capital  Account" means, with respect to any Member,
the account  maintained for such Member in accordance with the
provisions of Section 4.4 hereof.

                           "Capital  Contribution"  means,  with  respect to any
Member,  the aggregate  amount of money and the initial Gross Asset Value of any
property (other than money)  contributed to the Company  pursuant to Section 4.1
hereof with respect to such Member's Interest.

                           "Certificate"  means the  Certificate of Formation of
the Company and any and all amendments thereto and restatements thereof filed on
behalf of the Company with the office of the  Secretary of State of the State of
Delaware pursuant to the Delaware Act.

                           "Code"  means the Internal  Revenue Code of 1986,  as
amended  from time to time,  or any  corresponding  federal tax statute  enacted
after the date of this Agreement. A reference to a specific section (ss.) of the
Code  refers not only to such  specific  section  but also to any  corresponding
provision of any federal tax statute  enacted after the date of this  Agreement,
as such specific section or corresponding  provision is in effect on the date of
application of the provisions of this Agreement containing such reference.

                           "Commodore  Government"  means  Commodore  Government
Environmental  Technologies,  Inc., a Delaware  Corporation,  and its  permitted
assigns and successors.


                                       6
<PAGE>


                           "Commodore/Company   License   Agreement"  means  the
Intellectual  Property  License  Agreement of even date herewith among Commodore
Applied Technologies,  Inc., each Commodore Applied Technologies, Inc. Affiliate
holding  rights  to the  Solvated  Electron  Technology  and  the  Company.  The
Commodore/Company  License Agreement will provide for the license to the Company
of the Solvated Electron Technology of Commodore Applied Technologies,  Inc. and
Affiliates,  and any subsequent  modifications or  improvements,  for use in the
Covered Applications on a worldwide, exclusive,  royalty-free,  perpetual basis,
subject to termination upon certain  dissolution events, as specified in Section
13.3(c).

                           "Commodore Government Managers" shall have the
meaning set forth in Section 6.2(a).

                           "Commodore/Nuvoset   License   Agreement"  means  the
Intellectual  Property  License  Agreement of even date herewith among Commodore
Applied  Technologies,  Inc. and Nuvotec,  Inc.  The  Commodore/Nuvoset  License
Agreement will provide for the license to Nuvoset,  LLC of the Solvated Electron
Technology  of Commodore  Applied  Technologies,  Inc. and  Affiliates,  and any
subsequent modifications or improvements, for use in the Covered Applications on
a worldwide,  non-exclusive basis, which license will commence only upon certain
dissolution events, as specified in Section 13.3(c).


                           "Company" means Nuvoset, LLC, the limited liability
company formed under and pursuant to the Delaware Act
and this Agreement.

                           "Covered Applications" means each of the following:

         (a) Domestic, disposal, neutralization, separation, remediation
         (including remediation of soils, water, air, structures and other
         substances), and decontamination of hazardous, mixed stream,
         radioactive, storage, maintenance, management, disposal and destruction
         of chemical hazardous waste, (TSCA, RCRA, and mixed waste), including
         at any process plants, process ponds or pools, waste storage tanks, and
         other facilities and sites (and any real property included in or
         located under or about any such facilities and sites) at which any of
         them are or were so produced, used, stored, maintained, decommissioned,
         disposed of or destroyed, whether publicly or privately owned.

         (b) Such other applications upon which the Members may hereinafter
         mutually agree in writing from time to time.


                                       7
<PAGE>



                           "Covered  Person"  means,  with respect to any act or
omission  that gives rise to a claim for  indemnification  under  Article XII of
this  Agreement,  (a) each Member and each  Affiliate,  stockholder,  officer or
director of any  Member,  (b) each of the  officers  and members of the Board of
Managers of the Company and (c) any of the employees, accountants, attorneys and
other agents of the Company, any Member or any Affiliate of any Member who shall
have been  designated  (whether  before or after the  occurrence  of such act or
omission or before or after the  assertion  of any claim  against such Person in
respect  of such act or  omission)  in  writing  by the Board of  Managers  as a
Covered  Person and whose  designation  as a Covered  Person shall not have been
terminated  by the  Board of  Managers  prior to the  occurrence  of such act or
omission.

                           "Deadlock"  shall be deemed to have  occurred  if (a)
the members of the Board of Managers  fail to reach a vote  approving any matter
proposed for vote,  (b) either Member advises the other by written notice of its
intent to  proclaim  a  deadlock  if,  upon  reconsideration,  the matter is not
approved by the Board and (c) within ten (10) days after such notice is provided
(or if the matter is of an urgent  nature,  such  shorter  period of time as the
Member  providing  such  notice  reasonably  specifies)  (i) the Board  fails to
approve any action or inaction  with  respect to the matter and such  failure is
not the  result of the  failure of the Member  who  submitted  the notice  under
clause (b) or such Member's designees on the Board to cooperate in approving the
action sought by such Member and (ii) the Member that submitted the notice under
clause  (b) above  fails to notify  the other  Member of the  withdrawal  of its
intention to proclaim a deadlock.

                           "Delaware Act" means the Delaware  Limited  Liability
Company Act, 6 Del. C.ss. 18-101, et seq., as amended from time to time.


                                       8
<PAGE>


                           "Depreciation"  means,  for each Fiscal Year or other
period, an amount equal to the depreciation, amortization or other cost recovery
deduction  allowable  with  respect  to an asset for such  Fiscal  Year or other
period;  provided,  however,  that if the Gross Asset Value of an asset  differs
from its adjusted basis for federal income tax purposes at the beginning of such
Fiscal Year or other period, Depreciation shall be an amount that bears the same
ratio  to  such   beginning   Gross  Asset  Value  as  the  federal  income  tax
depreciation, amortization or other cost recovery deduction with respect to such
asset for such Fiscal Year or other period bears to such beginning  adjusted tax
basis;  and  provided  further,  that if the  federal  income tax  depreciation,
amortization  or other cost  recovery  deduction  for such  Fiscal Year or other
period  is  zero,  Depreciation  shall  be  determined  with  reference  to such
beginning  Gross  Asset Value using any  reasonable  method  selected by the Tax
Matters Member.

                           "Equity  Securities"  means any common,  preferred or
other  capital  stock of, or any  general or limited  partnership  interests  or
limited  liability  company interests in, or any right to participate in the net
profit and net losses of,  any  Person  and any  warrants,  rights,  convertible
securities or options to purchase, subscribe for or to convert any debt security
for any of the foregoing or for any such warrant, right, convertible security or
option.

                           "Fair  Market  Value" of any asset as of a particular
date shall be deemed to be the fair market value as  determined in good faith by
the Board of Managers.

                           "Fiscal  Year" means (i) the period  commencing  upon
the  formation  of the  Company  and  ending  on  December  31,  2002,  (ii) any
subsequent  twelve  (12)  month  period  commencing  on  January 1 and ending on
December 31, or (iii) any portion of the period described in clause (ii) of this
sentence for which the Company is required to allocate  Net Profits,  Net Losses
and other items of Company income,  gain, loss or deduction  pursuant to Article
VIII hereof.

                           "Gross Asset Value" means, with respect to any asset,
such asset's adjusted basis for federal income tax
purposes, except as follows:

         (a) the initial Gross Asset Value of any asset contributed by a Member
         to the Company shall be the gross fair market value of such asset, as
         determined by the Tax Matters Member;

         (b) the Gross Asset Value of all Company assets shall be adjusted to
         equal their respective gross fair market values, as determined by the
         Tax Matters Member, as of the following times: (i) the distribution by
         the Company to a Member of more than a de minimis amount of Company
         assets as consideration for such Member's Interest; (ii) the
         contribution to the Company by a Member of more than a de minimis
         amount of assets in exchange for an Interest; and (iii) the liquidation
         of the Company within the meaning of Treasury Regulation ss.
         1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to
         clause (i) or (ii) of this sentence shall be made only if the Tax
         Matters Member reasonably determines that such adjustments are
         necessary or appropriate to reflect the relative economic interests of
         the Members in the Company;

         (c) the Gross Asset Value of any Company asset distributed to any
         Member shall be the gross fair market value of such asset on the date
         of distribution, as determined by the Tax Matters Member; and


                                       9
<PAGE>


         (d) the Gross Asset Values of Company assets shall be increased (or
         decreased) to reflect any adjustments to the adjusted basis of such
         assets pursuant to Code Section 734(b) or Code Section 743(b), but only
         to the extent that such adjustments are taken into account in
         determining Capital Accounts pursuant to Treasury Regulation Section
         1.704-1(b)(2)(iv)(m).

                           If  the  Gross  Asset  Value  of an  asset  has  been
determined or adjusted  pursuant to subsection  (a), (b) or (d) of this Section,
such Gross Asset Value shall  thereafter be adjusted by the  Depreciation  taken
into account  with  respect to such asset for purposes of computing  Net Profits
and Net Losses.


                           "Initiating  Member"  means the Member  hereunder who
initiates the dissolution of the Company  pursuant to Section  13.1(ii),  (iii),
(v), (viii),  (ix) or (xi). In the event of dissolution  under Section 13.1(ii),
the "Initiating Member" shall be the Member whose death, insanity, bankruptcy or
dissolution  caused the  dissolution  or with  respect to whom any other  action
under the Delaware Act that caused the  termination of such Member's  membership
occurs.  In the event of dissolution  under Section  13.1(iii),  the "Initiating
Member" shall be the Member who initiates a proceeding  giving rise to the entry
of a decree of judicial  dissolution.  In the event of dissolution under Section
13.1(v),  the "Initiating  Member" shall be the Member electing to dissolve.  In
the event of dissolution under Section 13.1(viii), the "Initiating Member" shall
be the Member who fails to timely make a required Capital  Contribution.  In the
event of dissolution  under Section 13.1(ix),  the "Initiating  Member" shall be
the Member whose assignment for the benefit of creditors, admission of inability
to pay debts or  inability  to pay debts  resulted  in the  dissolution  or with
respect to whose assets a receiver,  trustee or custodian  is  appointed,  which
appointment  results in  dissolution  under  Section  13.1(ix).  In the event of
dissolution under Section 13.1(xi),  the "Initiating  Member" shall be Commodore
Government.  In the event of dissolution under Section 13.1(x),  the "Initiating
Member" shall be Nuvotec-TRI.

                           "Interest" of any Member means the limited  liability
company  interest in the  Company  which  represents  such  Member's  rights and
interests  under,  and  obligations to comply with the terms of, this Agreement,
including  such  Member's  share of the  profits and losses of the Company and a
Member's right to receive  distributions  of the Company's  assets in accordance
with the provisions of this Agreement and the Delaware Act.

                           "Member" means Commodore  Government and Nuvotec-TRI,
and includes any other  Person  admitted as a member of the Company  pursuant to
the provisions of this Agreement,  individually,  when acting in the capacity of
each as a member of the Company,  and "Members" means  Commodore  Government and
Nuvotec-TRI  and any such  other  members,  collectively,  when  acting in their
capacities as members of the Company.  For all purposes of the Delaware Act, all
Members shall constitute a single class or group of members.

                           "Mixed  Waste  Material"  a  mixture  of  radioactive
materials  and  hazardous  wastes.  Commodore  utilizes  SET by  destroying  the
hazardous elements to remove Resource Conservation and Recovery Act ("RCRA") and
Toxic Substances Control Act ("TSCA")  regulated  compounds from low-level mixed
wastes, making the waste acceptable for disposal.


                                       10
<PAGE>


                           "Net Profits and Net Losses"  means,  for each Fiscal
Year or other period,  an amount equal to the Company's  taxable  income or loss
for such year or period,  determined in accordance with Code Section 703(a) (for
this purpose, all items of income, gain, loss or deduction required to be stated
separately  pursuant  to Code  Section  703(a)(1)  shall be  included in taxable
income or loss), with the following adjustments:

         (a) any income of the Company that is exempt from federal income tax
         and not otherwise taken into account in computing Net Profits or Net
         Losses pursuant to this Section shall be added to such taxable income
         or loss;

         (b) any expenditures of the Company described in Code Section
         705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures
         pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not
         otherwise taken into account in computing Net Profits or Net Losses
         pursuant to this Section, shall be subtracted from such taxable income
         or added to such taxable loss;

         (c) in the event the Gross Asset Value of any Company asset is adjusted
         pursuant to subsections (b), (c) or (d) of the definition thereof, the
         amount of such adjustment shall be taken into account as gain or loss
         from the disposition of such asset for purposes of computing Net
         Profits or Net Losses;

         (d) gain or loss resulting from any disposition of property with
         respect to which gain or loss is recognized for federal income tax
         purposes shall be computed by reference to the Gross Asset Value of the
         property disposed of, notwithstanding that the adjusted tax basis of
         such property differs from its Gross Asset Value; and

         (e) in lieu of the depreciation, amortization, and other cost recovery
         deductions taken into account in computing such taxable income or loss,
         there shall be taken into account Depreciation for such Fiscal Year or
         other period.

                                       11
<PAGE>

                           "Nuvotec-TRI"      means     Technical      Resources
International,  Inc., a Washington  corporation,  and its permitted  assigns and
successors.

                           "Nuvotec-TRI Managers" shall have the meaning set
forth in Section 6.2(a).

                           "Offeree Member" shall have the meaning set forth in
Section 6.3(c).

                           "Offeror Member" shall have the meaning set forth in
Section 6.3(c).

                           "Permitted   Disposition"   means  a  Transfer  of  a
Member's  Interest by a Member to one or more  Affiliates of such Member if such
Transfer  is  approved in writing by the other  Member  prior to such  Transfer,
which approval shall not be unreasonably withheld or delayed.

                           "Person"   means   any    individual,    corporation,
association,  partnership  (general or limited),  joint venture,  trust, estate,
limited liability company, or other legal entity or organization.

                           "Securities Act" means the Securities Act of 1933, as
amended from time to time, and any successor statute
thereto.

                           "Services   Agreements"  means,   collectively,   the
Services  Agreement  between  Nuvotec-TRI  and  the  Company  and  the  Services
Agreement  between  Commodore  Government  and the  Company to be  entered  into
pursuant to Section 6.6 hereof, as amended,  modified,  supplemented or restated
from time to time.

                           "Solvated   Electron   Technology"  means  Technology
relating  to a chemical  process by which an alkali or alkaline  metal,  such as
sodium or  calcium,  is  dissolved  into  ammonia or other  solvents  yielding a
reducing solution which can be used to process  hazardous  materials into a less
hazardous or non-hazardous  form or substance.  "Solvated  Electron  Technology"
shall  include  the  patented   AGENT  313   Technology  of  Commodore   Applied
Technologies, Inc., the parent of Commodore Government, and its Affiliates.

                           "Tax Matters Member" shall be Commodore Government.

                           "Technology"  means  any trade  secrets,  proprietary
rights,  patents (including  additions,  divisions,  reissues,  continuations or
continuations in part, renewals and extensions thereof),  patent rights,  patent
applications  (including patents which may issue upon such patent applications),
know how, unpatented and/or unpatentable technical information,  specifications,
processes,   inventions,   formulae,   devices,  models,  prototypes,   methods,
documents, materials and other intellectual property.


                                       12
<PAGE>



                           "Transfer"  shall  have  the  meaning  set  forth  in
Section  5.4.  The  terms   "Transferring,"   "Transferor,"   "Transferee"   and
"Transferred" shall have meaning correlative to the meaning of "Transfer."

                           "Treasury   Regulations"   means   the   income   tax
regulations,  including  temporary  regulations,  promulgated under the Code, as
such  regulations  may be  amended  from time to time  (including  corresponding
provisions of succeeding regulations).

                  Section 1.2  Heading.

                           The headings and  subheadings  in this  Agreement are
included for convenience and  identification  only and are in no way intended to
describe,  interpret,  define  or limit  the  scope,  extent  or  intent of this
Agreement or any provision hereof.














                                       13
<PAGE>


                                   ARTICLE II

                               FORMATION AND TERM


                  Section 2.1  Formation.

                           (a) The Members hereby agree to form the Company as a
limited  liability  company under and pursuant to the provisions of the Delaware
Act and agree that the rights, duties and liabilities of the Members shall be as
provided in the Delaware Act, except as otherwise provided herein.

                           (b Upon the execution of this Agreement,  Nuvotec-TRI
and Commodore Government shall be members of the Company.

                           (c) An officer  of either  Member,  as an  authorized
person within the meaning of the Delaware Act, shall  execute,  deliver and file
the Certificate and any and all amendments thereto and restatements thereof.

                  Section 2.2  Name.


                           The  name of the  limited  liability  company  formed
hereby and by the filing of the Certificate is Nuvoset, LLC. The business of the
Company may be conducted  upon  compliance  with all  applicable  laws under any
other name  designated by the Board of Managers.  Notwithstanding  any provision
hereof to the  contrary,  other than the right to use the trade name "AGENT 313"
subject to the  limitations  set forth  herein,  the  Company,  without  written
approval  to the  contrary,  shall  have no  right  to use any of the  marks  of
Nuvotec-TRI,  Commodore or their respective  Affiliates,  including  trademarks,
service marks, trade names, slogans or other like property,  including the names
and marks  "Nuvotec",  "TRI" and "Commodore" and any derivative  thereof and the
Nuvotec-TRI  logo and any derivatives  thereof.  Immediately upon the request of
Nuvotec-TRI  or  Commodore  Government,  respectively,  and  in any  event  upon
dissolution  under Section 13.1 hereof,  the Members shall cause the name of the
Company to be changed promptly thereafter.

                  Section 2.3  Term.


                           The term of the Company shall commence on the date of
the filing of the  Certificate  in the office of the  Secretary  of State of the
State of Delaware and shall continue until December 31, 2050, unless extended or
dissolved before such date in accordance with the provisions of this Agreement.

                                       14
<PAGE>

                  Section 2.4  Registered Agent and Office.


                           The Company's registered agent and office in Delaware
shall be The Corporation  Service  Company,  1013 Centre Road,  Wilmington,  New
Castle  County,  Delaware.  At any time,  the Board of  Managers  may  designate
another registered agent and/or registered office.

                  Section 2.5  Principal Place of Business.


                           The principal  place of business of the Company shall
be at 723 The Parkway,  Suite 200, Richland, WA 99352. At any time, the Board of
Managers may change the location of the Company's principal place of business.

                  Section 2.6  Qualification in Other Jurisdictions.

                           The Company shall be qualified,  formed or registered
under assumed or fictitious name statutes or similar laws in any jurisdiction in
which the Company transacts business in which such  qualification,  formation or
registration is required or desirable.  The President,  any Vice President,  the
Secretary or the  Treasurer of the Company,  as  authorized  persons  within the
meaning of the Delaware Act, shall cause to be executed, delivered and filed any
certificates (and any amendments and/or restatements  thereof) necessary for the
Company to qualify to do  business  in a  jurisdiction  in which the Company may
wish to conduct business.


                                       15
<PAGE>


                                   ARTICLE III

                        PURPOSE AND POWERS OF THE COMPANY


                  Section 3.1  Purpose.


                           The  Company is formed for the object and purpose of,
and the nature of the business to be  conducted  and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be  formed  under  the  Delaware  Act and  engaging  in any  and all  activities
necessary,  convenient,  desirable or  incidental to the  foregoing,  including,
without  limitation,  developing  Solvated  Electron  Technology  in the Covered
Applications,  and  marketing,  selling and providing  services  using  Solvated
Electron Technology in the Covered Applications.

    (a) In connection  with the potential  acquisition  of certain assets of ATG
        Corporation, to provide management,  engineering, technical, analytical,
        training,  remediation,  operations support,  maintenance  support,  and
        advisory  services  including  but not  limited  to the  identification,
        characterization, maintenance, treatment, handling, storage and disposal
        of RCRA, TSCA, LLMW, Mixed Waste, Transuranic and high level radioactive
        waste streams (gasses, liquids, solids).

    (b) During  the due  diligence  phase  to be  performed  in  support  of the
        potential   acquisition  of  certain  assets  of  the  ATG  Corporation,
        additional  requirements  shall be  applicable  as delineated in section
        16.1(b) hereto.


                  Section 3.2  Powers of the Company.

                           (a) The Company shall have the power and authority to
take any and all actions necessary,  appropriate,  proper, advisable, convenient
or incidental to or for the furtherance of the purpose set forth in Section 3.1,
including, but not limited to the power:

                          (i) to conduct its business, carry on its operations
         and have and exercise the powers granted to a limited liability company
         by the Delaware Act in any state, territory, district or possession of
         the United States, or in any foreign country that may be necessary,
         convenient or incidental to the accomplishment of the purpose of the
         Company;


                                       16
<PAGE>


                         (ii) to acquire by purchase, lease, contribution of
         property or otherwise, own, hold, operate, maintain, finance, improve,
         lease, sell, convey, mortgage, transfer, demolish or dispose of any
         real or personal property that may be necessary, convenient or
         incidental to the accomplishment of the purpose of the Company;

                        (iii) to enter into, perform and carry out contracts of
         any kind, including, without limitation, contracts with any Member or
         any Affiliate thereof, or any agent of the Company necessary to, in
         connection with, convenient to, or incidental to the accomplishment of
         the purpose of the Company;

                         (iv) to purchase, take, receive, subscribe for or
         otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend,
         pledge, or otherwise dispose of, and otherwise use and deal in and
         with, shares or other interests in or obligations of domestic or
         foreign corporations, associations, general or limited partnerships
         (including, without limitation, the power to be admitted as a partner
         thereof and to exercise the rights and perform the duties created
         thereby), trusts, limited liability companies (including, without
         limitation, the power to be admitted as a member or appointed as a
         manager thereof and to exercise the rights and perform the duties
         created thereby), individuals, or direct or indirect obligations of the
         United States or of any government, state, territory, governmental
         district or municipality or of any instrumentality of any of them;

                         (v) to invest and reinvest its funds;

                        (vi)  to sue  and be  sued,  complain  and  defend,  and
         participate in administrative or other proceedings, in its name;

                       (vii) to appoint  employees  and agents of the  Company,
         and define their duties and fix their compensation;

                      (viii) to indemnify  any Person in  accordance  with the
         Delaware Act and to obtain any and all types of insurance;

                                       17
<PAGE>

                        (ix) to cease its activities and cancel its Certificate;

                         (x)  to  negotiate,  enter  into, renegotiate,  extend,
         renew,  terminate,  modify, amend, waive, execute,  acknowledge or take
         any other  action  with  respect to any  lease,  contract  or  security
         agreement in respect of any assets of the Company;

                        (xi)  to   borrow   money   and   issue   evidences   of
         indebtedness,  and to secure  the same by a  mortgage,  pledge or other
         lien on the assets of the Company;

                      (xii) to pay, collect, compromise, litigate, arbitrate
         or otherwise adjust or settle any and all other claims or demands of or
         against the Company or to hold such proceeds against the payment of
         contingent liabilities; and

                       (xiii) to make,  execute,  acknowledge  and file any and
         all documents or instruments necessary, convenient or incidental to the
         accomplishment of the purpose of the Company.

                           (b) The Board of Managers  may  authorize  any Person
(including,  without  limitation,  any other Member) to enter into and implement
any document on behalf of the Company.

                           (c) The Company may merge with, or consolidate  into,
another Delaware limited  liability company or other business entity (as defined
in Section  18-209(a)  of the  Delaware  Act) upon the  approval of the Board of
Managers in accordance with Section 6.3(a)(ii).

                  Section 3.3  Limitations on Company Powers.


                           Notwithstanding  the  foregoing  provision of Section
3.2, the Company shall not do business in any jurisdiction that would jeopardize
the  limitation  on liability  afforded to the Members under the Delaware Act or
this Agreement.


                                       18
<PAGE>


                                   ARTICLE IV



                              CAPITAL CONTRIBUTIONS

                              AND CAPITAL ACCOUNTS


                  Section 4.1  Capital Contributions.

                           (a)  Each   Member   shall   make   initial   capital
contributions to the Company in the aggregate amount of $200.00 in cash. Of such
aggregate  amount,  $100.00 will be  contributed  by each Member within ten (10)
days after the date hereof.

                         (b) In the  event  that  at any  time  the  Board  of
Managers determines in accordance with Section 6.3(a)(i) that additional capital
contributions  of cash are necessary or  advisable,  the Members shall make such
additional capital contributions in cash to the Company as the Board of Managers
shall specify.  Such  additional  capital  contributions  shall be made in equal
amounts by the Members.  Such additional capital  contributions shall be made by
each  Member  within  thirty (30) days after the  determination  by the Board of
Managers to require such contributions.

                           (c) Except as provided in  paragraphs  (a) and (b) of
this  Section 4.1, no Member  shall be required to make any  additional  capital
contribution  to the Company.  If the Board  determines,  other than pursuant to
such  paragraph  (b), that  additional  capital  contributions  are necessary or
advisable,  the Company may obtain such additional capital  contributions to the
Company  from any Member or Members  willing,  in its or their sole and absolute
discretion, to make such contributions.

                  Section 4.2  Member's Interest.


                           A  Member's   Interest  shall  for  all  purposes  be
personal property. A Member has no interest in specific Company property.


                                       19
<PAGE>


                  Section 4.3  Status of Capital Contributions.

                           (a) Except as otherwise  provided in this  Agreement,
the amount of a Member's Capital  Contributions  may be returned to it, in whole
or in part,  at any time,  but only with the  approval  of the  Board.  Any such
returns of Capital  Contributions shall be made to the Members in equal amounts.
Notwithstanding  the foregoing,  no return of a Member's  Capital  Contributions
shall be made hereunder if such distribution would violate applicable state law.
Under circumstances  requiring a return of any Capital  Contribution,  no Member
shall have the right to demand or receive  property  other than cash,  except as
may be specifically provided in this Agreement.

                           (b) No Member shall receive any  interest,  salary or
drawing with respect to its Capital  Contributions or its Capital Account or for
services  rendered on behalf of the Company or  otherwise  in its  capacity as a
Member,  except as  otherwise  specifically  provided in this  Agreement  or the
Services Agreement.

                           (c)  Except  as  otherwise  provided  herein  and  by
applicable  state law,  the Members  shall be liable only to make their  Capital
Contributions pursuant to Section 4.1 hereof, and no Member shall be required to
lend any funds to the Company.  No Member shall have any personal  liability for
the repayment of any Capital Contribution of any other Member.

                  Section 4.4  Capital Accounts.

                           (a) A separate Capital Account will be maintained for
each Member.

                           (b) Each Member's  Capital  Account will be increased
by:

                       (i) The amount of cash contributed by the Member to the
         Company;

                         (ii) The Gross Asset Value of real, personal, tangible
         and intangible property contributed by the Member to the Company
         pursuant to Section 4.1 (net of liabilities secured by such contributed
         property that the Company is considered to assume or take subject to
         Code Section 752);

                        (iii)    Allocations to the Member of Net Profits; and


                                       20
<PAGE>

                         (iv)  Allocations to the Member of income  described in
         Code Section 705(a)(1)(B).

                           (c) Each Member's  Capital  Account will be decreased
by:

                          (i) The amount of cash distributed to the Member by
         the Company;

                         (ii) The Gross Asset Value of property distributed to
         the Member by the Company (net of liabilities secured by such
         distributed property that such Member is considered to assume or take
         subject to Code Section 752);

                        (iii) Allocations to the Member of Net Losses; and

                         (iv)   Allocations   to  the  Member  of   expenditures
         described in Code Section 705(a)(2)(B).

                           (d) In the event of a sale or  exchange of a Member's
Interest, the Capital Account of the transferor shall become the Capital Account
of the  transferee  to the  extent it  relates to the  transferred  Interest  in
accordance with Treasury Regulation Section 1.704-1(b)(2)(iv).

                           (e) The manner in which  Capital  Accounts  are to be
maintained  pursuant  to  this  Section  4.4 is  intended  to  comply  with  the
requirements  of Code Section  704(b) and the Treasury  Regulations  promulgated
thereunder.  If in the opinion of the Company's  accountants the manner in which
Capital  Accounts are to be maintained  pursuant to the preceding  provisions of
this  Section 4 should be modified to comply  with Code  Section  704(b) and the
Treasury Regulations thereunder,  then, notwithstanding anything to the contrary
contained in the  preceding  provisions of this Section 4.4, the method in which
Capital Accounts are maintained shall be so modified;  provided,  however,  that
any change in the manner of  maintaining  Capital  Accounts shall not materially
alter the economic agreement between or among the Members without the consent of
all Members.

                  Section 4.5  Advances.

                           If any Member shall  advance any funds to the Company
in excess of its Capital Contributions, the amount of such advance shall neither
increase its Capital  Account nor entitle it to any increase in its share of the
distributions  of the Company.  The amount of any such  advance  shall be a debt
obligation  of the  Company  to such  Member  and  shall be  repaid to it by the
Company  with  interest at a rate equal to the lesser of (a) a variable  rate of
interest  equal to the prime rate or reference rate announced by Bank of America


                                       21
<PAGE>

NT & SA from time to time at its San Francisco, California headquarters plus 2%,
and (b) the maximum rate permitted by applicable  law, and upon such other terms
and conditions as shall be determined by the Board of Managers. Any such advance
shall be  payable  and  collectible  only out of Company  assets,  and the other
Members shall not be personally  obligated to repay any part thereof.  No Person
who makes any  non-recourse  loan to the  Company  shall have or  acquire,  as a
result of making such loan, any direct or indirect  interest in the net profits,
capital or property of the Company, other than as a creditor. ARTICLE V

                                     MEMBERS


                  Section 5.1  Powers of Members.


                           The Members  shall have the power to exercise any and
all rights or powers  granted to the Members  pursuant  to the express  terms of
this Agreement.  Except as otherwise  specifically provided by this Agreement or
required by the  Delaware  Act, no Member  shall have the power to act for or on
behalf of, or to bind,  the Company  without the prior  written  approval of the
Board of Managers.

                  Section 5.2  Reimbursements.


                           The Company  shall  reimburse  the  Members,  for all
ordinary and necessary  out-of-pocket expenses incurred by the Members on behalf
of the Company to the extent such expense is (a)  reflected in the  operating or
capital budget approved by the Board of Managers pursuant to Section  6.3(a)(ix)
or (b) otherwise approved by the Board. Such  reimbursement  shall be treated as
an expense of the Company and shall not be deemed to  constitute a  distribution
or return of capital to any Member.

                  Section 5.3  Partition.

                         Each  Member  waives any and all  rights  that it may
have to maintain an action for  partition of the Company's  property,  except as
otherwise expressly provided hereby.

                                       22
<PAGE>

                  Section 5.4  Assignments by and Withdrawal of Members.

                           (a) Certain Prohibitions. Except as set forth in this
Section  5.4, no Member shall  resign or withdraw  from the  Company.  No Member
shall sell, transfer, assign, convey, pledge, mortgage, encumber, hypothecate or
otherwise  dispose of or suffer the  creation  of an  interest  in or lien on (a
"Transfer")  all or any part of its  Interest  without  the consent of the other
Member.  Such  consent  shall not be  necessary  with  respect  to any  proposed
Transfer, which constitutes a Permitted Disposition.

                           (b) Conditions to Transfer. Any purported Transfer by
a Member shall satisfy the following  additional  conditions (any one or more of
which may be waived by the Members):

                         (i) the Transferor or Transferee shall undertake to pay
         all expenses incurred by the Company in connection therewith;

                         (ii) the Company shall receive from the Person to whom
         such Transfer is to be made a counterpart of this Agreement executed by
         or on behalf of such Person and such other documents, instruments and
         certificates as may reasonably be requested by either Member pursuant
         to which such Transferee shall become bound by this Agreement
         (including this Section 5.4) with respect to the Interest so
         Transferred;

                        (iii) the Company shall receive from the proposed
         Transferor and Transferee such documents, opinions, instruments and
         certificates as either Member may reasonably request;

                         (iv) the Company shall have received an opinion of
         counsel reasonably acceptable to the Members (or other assurances
         reasonably satisfactory to the Members) substantially to the effect
         that consummating such Transfer:

                                      (A) will not cause the Company to be
                  terminated pursuant to Section 708 of the Code, to lose its
                  status as a partnership for United States federal income tax
                  purposes, or to be considered a publicly traded partnership
                  under Section 7704(b) of the Code;

                                      (B) will not require the Company to
                  register as an investment company under the Investment Company
                  Act or under any similar state securities laws; and


                                       23
<PAGE>


                                      (C) the Transfer contemplated is being
                  made in a manner that is exempt from the registration
                  requirements of the Securities Act and the registration or
                  qualification requirements of applicable state securities
                  laws; and

                          (v) such Member is Transferring the Transferred
         Interest in the Company in such transaction to one or more Transferees,
         each of which is an "accredited investor" within the meaning of
         Regulation D promulgated under the Securities Act.

                           (c)  Nonconforming  Transfers  Void.  Any  actual  or
purported  Transfer of the  Interest of any Member that does not comply with the
provisions  of  Section  5.4 shall be void and shall not bind the  Company.  The
Company shall incur no liability for distributions  made to any Transferor prior
to compliance  with Section 5.4 with respect to the Interest that is the subject
of any such actual or purported Transfer.

                           (d)  Transferee  Not a Member  in  Absence  of Member
Consent.  Notwithstanding  anything  contained in this Agreement to the contrary
(including  without  limitation  any other  provision of this Section  5.4),  no
Transferee of a Member's Interest shall be admitted as a full Member without the
written approval of the  non-transferring  Members which approval may be granted
or withheld in the sole and absolute discretion of the non-transferring  Members
for any reason or for no reason at all. In the event such approval is not given,
the  proposed  Transferee  shall  not  become a Member  and  shall be  merely an
assignee of an Interest with no right to  participate  in the  management of the
business  and affairs of the Company,  and the Member whose  Interest or portion
thereof is sold shall continue as a Member.












                                       24
<PAGE>


                                   ARTICLE VI

                                   MANAGEMENT


                  Section 6.1  Management of the Company.

                           The Board of  Managers  shall  manage the  Company in
accordance  with this  Agreement,  and shall have full,  exclusive  and complete
discretion  to manage and control the business  and affairs of the  Company,  to
make all decisions affecting the business and affairs of the Company and to take
all such actions as the Board deems  necessary or  appropriate to accomplish the
purpose of the Company as set forth herein.  All action required or permitted to
be taken by the  Company  shall be taken by or at the  direction  of one or more
officers of the Company appointed  pursuant to the provisions  hereof, who shall
be subject to the  supervision,  direction and control of the Board of Managers.
The Board shall have the power and  authority to direct the officers to, and the
officers shall upon such direction by the Board of Managers, take such action as
the Board of Managers shall deem proper, convenient or advisable to carry on the
business  and  purposes of the Company and to exercise any and all of the powers
of the  Company set forth in Section 3.2 and,  consistent  with such  direction,
shall have the authority to bind the Company.

                  Section 6.2  The Board of Managers.

                           (a) Number of Board Members. The number of members of
the Board of  Managers  shall be four (4).  Nuvotec-TRI  shall have the right to
designate two (2) members of the Board of Managers (the "Nuvotec-TRI  Managers")
and  Commodore  Government  shall have the right to designate two (2) members of
the Board of Managers (the  "Commodore  Government  Managers").  The Nuvotec-TRI
Managers  shall be selected from among the officers,  directors and employees of
Nuvotec-TRI and its Affiliates,  and the Commodore  Government Managers shall be
selected  from  among  the  officers,   directors  and  employees  of  Commodore
Government and its Affiliates.  Each Board member shall hold office until his or
her  successor  shall have been  designated  pursuant to paragraph  (d) below or
until such Board  member  shall  resign or shall have been removed in the manner
provided herein.

                           (b) Removal of Board Members. Any member of the Board
may be removed at any time,  with or without  cause,  by the Member  entitled to
designate such Board member.

                                       25
<PAGE>

                           (c) Resignation. Any Person may resign as a member of
the  Board  at any  time  by  giving  written  notice  to the  Board.  Any  such
resignation shall take effect at the time specified therein,  or, if the time is
not  specified,  immediately  upon its receipt by the Board.  Acceptance of such
resignation shall not be necessary to make it effective.

                           (d)  Vacancies.  Any  vacancy on the  Board,  whether
because of death, resignation, disqualification,  removal, expiration of term or
any other cause,  shall be filled by designation by the Member who appointed the
member of the Board whose departure created such vacancy. Such designation shall
be effected by notice delivered to the other Member. Each Member of the Board so
chosen to fill a vacancy shall hold office until his or her successor shall have
been elected and be qualified or until he or she shall resign or shall have been
removed in the manner herein provided.

                         (e)   Meetings;   Place   of   Meetings;   Telephonic
Participation. Meetings of the Board may be held at such times and places within
or without the State of Delaware, in person or via teleconference,  as the Board
may from time to time by  resolution  designate or as shall be designated by the
Person or Persons  calling  the meeting in the notice or waiver of notice of any
such  meeting.  Regular  meetings  of the Board shall be held not less than once
during every fiscal quarter of the Company.  Special meetings of the Board shall
be held  whenever  called by the  chairman  (if a chairman is  designated  under
Section  6.2(i))  or the  President.  Notice  of the time and place of each such
special  meeting shall be sent by email,  facsimile  transmission,  telegraph or
cable or be delivered personally or mailed to and received by each member of the
Board not less than  forty-eight (48) hours before the time at which the meeting
is to be held.  Notice of the  purpose of a special  meeting  need not be given.
Notice of any  meeting  of the Board  shall not be  required  to be given to any
member of the Board who waives  such notice in writing or who is present at such
meeting,  except a member who shall attend such meeting for the express  purpose
of  objecting,  at the  beginning  of the  meeting,  to the  transaction  of any
business because the meeting is not lawfully called or convened.  At the request
of any Board member,  any or all Board members may participate in any meeting of
the Board by means of conference telephone or similar  communications  equipment
pursuant to which all Persons participating in the meeting of the Board can hear
each other, and such participation  shall constitute  presence in person at such
meeting.

                           (f) Manner of Acting and Quorum.  Except as otherwise
provided in this  Agreement or the  Delaware  Act, the presence of a majority of
the authorized  number of Board members shall be required to constitute a quorum
for the transaction of business at any meeting of the Board. In the absence of a
quorum,  a majority of Board members present at any meeting may adjourn the same
from time to time  until a quorum  shall be  present.  Notice  of any  adjourned
meeting need not be given.  The Board members shall act only as a Board, and the
individual  Board  members  shall have no power as such.  All  matters  shall be
deemed approved by the Board at any meeting duly called and held, a quorum being
present, by the affirmative vote of at least three (3) members of the Board.

                                       26
<PAGE>

                           (g) Action Without  Meeting.  Any action  required or
permitted  to be taken or which may be taken at any  meeting  of the Board or of
any committee  thereof may be taken without a meeting,  without prior notice and
without a vote,  if a consent  in  writing,  setting  forth the action so taken,
shall be signed by the members of the Board that would be necessary to authorize
or take such action at a meeting at which all members of the Board were  present
and such written  consent is filed with the minutes of  proceedings of the Board
or committee.  Prompt  notice of the taking of such action  without a meeting by
less than  unanimous  written  consent shall be given to any member of the Board
who has not consented in writing.

                           (h) No  Compensation to Board. No member of the Board
shall  receive  compensation  from the  Company  for his or her  services on the
Board.

                           (i) Chairman.  The Board may, by resolution  approved
by the Board in the manner specified in paragraph (f) or (g) above,  designate a
chairman,  who shall preside over all meetings of the Board.  The  chairman,  as
such,  shall have no other power or  authority  to act on behalf of the Company.
The chairman shall be elected by the Board of Managers.

                         (j) Committees. The Board may, by resolution approved
by the Board in the manner  specified in paragraph  (f) or (g) above,  designate
one or more committees,  each committee to consist of one or more members of the
Board. Any such committee, to the extent provided in the resolution of the Board
and except as  otherwise  limited by law,  shall have and may  exercise  all the
powers and authority of the Board in the  management of the business and affairs
of the Company.  Any such committee  shall keep written  minutes of its meetings
and report the same to the Board at the next regular meeting of the Board.


                                       27
<PAGE>


               Section 6.3  Actions Requiring Majority Board Approval; Deadlock.

                           (a) Actions  Requiring  Majority Board Approval.  All
actions  required or  permitted  to be taken by the Board of  Managers  shall be
taken only if  approved  by at least  three (3)  members  of the Board.  Without
limiting the effect of the foregoing  sentence,  the following actions shall not
be taken  without  the  approval  of at least  three (3) members of the Board of
Managers ("Majority Board Approval"):

                         (i)   the   determination   that   additional   capital
         contributions  shall be made by the Members in accordance  with Section
         4.1(b);

                        (ii) the merger or  consolidation  of the Company  with
         any other entity, in which the Company is not the surviving entity;

                       (iii)  the sale of one  hundred  percent  (100%) of the
         Interests in the Company by the Members;

                        (iv)  the  sale  of  all  or  substantially  all of the
         Company's assets;

                         (v) the sale,  mortgage,  pledge,  creation of security
         interests  in,  lease,  license  or  other  disposition  of  assets  or
         operations of the Company  (other than sales of inventory,  disposition
         of surplus or obsolete assets,  the licensing of intellectual  property
         rights and other transactions in the ordinary course of business of the
         Company)  with  a Fair  Market  Value  greater  than  $1,000.00  in any
         transaction;

                         (vi) any  acquisition  of or  investment  in the Equity
         Securities of any Person or the operations of any Person;

                        (vii)  capital  expenditures  of  an  aggregate  amount
         greater than the aggregate amount of capital expenditures  contemplated
         by the annual operating and capital budget for the relevant Fiscal Year
         approved by the Board under Section  6.3(a)(ix) plus an amount equal to
         the lesser of 10% of such aggregate budgeted amount or $1,000.00;

                       (viii) issuance of any additional Interest or Interests
         in the Company;

                                       28
<PAGE>



                         (ix)  approval of the  Company's  annual  operating and
         capital budget for any Fiscal Year;

                          (x)  approval of any  strategic  operating  or capital
         investment plan for future Fiscal Years, if any;

                         (xi) borrowings in excess of those  contemplated by the
         annual  operating and capital budget approved under Section  6.3(a)(ix)
         above,  other than cash advances by a Member under any cash  management
         program  established under the Services  Agreement between a Member and
         the Company;

                         (xii) the  discharge or  appointment  of the  Company's
         independent certified public accountants;

                        (xiii) the  execution and delivery of (A) any contract,
         agreement or other  obligation  requiring the payment or expenditure of
         more than  $1,000.00  by the Company or (B)  contracts,  agreements  or
         other  obligations  executed in any Fiscal Year which  require,  in the
         aggregate,  payments and  expenditures in such Fiscal Year which exceed
         by  more  than  $1,000.00  the  aggregate   payments  and  expenditures
         contemplated  in the budget for such Fiscal Year  approved by the Board
         under Section 6.3(a)(ix); or

                        (xiv) any assignment or sublicense of any rights to the
         Solvated  Electron   Technology  licensed  to  the  Company  under  the
         Commodore/Company License Agreement,  other than as may be necessary in
         connection  with  the   performance  of  any  contract,   agreement  or
         obligation which is itself the subject of Majority Board Approval;

                           (b) Deadlock.  If the Board of Managers  Deadlocks on
any matter:

                         (i) If each of the  Members so agrees,  the Members may
         seek and employ the  services of a  provisional  member of the Board of
         Managers who shall be mutually acceptable to both parties and who shall
         be authorized to cast a decisive vote in order to break the Deadlock.

                         (ii) If the Members fail, within ten (10) business days
         after Deadlock occurs, to appoint a provisional Board member, either
         Member may by written notice, given prior to the expiration of thirty
         (30) business days after the Deadlock occurs, offer to buy (a "Buy-Out
         Offer") the other Member's Interest in accordance with Section 6.3(c)
         below.


                                       29
<PAGE>


                        (iii) If (A) a Buy-Out Offer has not been made within
         such thirty (30) business day period, (B) a Buy-Out Offer is timely
         made but is rejected or deemed rejected under Section 6.3(c)(i), or (C)
         a Buy-Out Offer is timely made and accepted but the purchase and sale
         pursuant to such Buy-Out Offer are not consummated within the thirty
         (30) business day period set forth in Section 6.3(c)(ii), then, for a
         period of up to ninety (90) days from the date of Deadlock, either
         Member may by written notice elect to dissolve the Company pursuant to
         Section 13.1(v).

                         (iv) The Commodore/Company License Agreement shall
         continue in full force and effect, irrespective of whether such
         Deadlock prevents the Company from using the Technology licensed
         thereunder; provided, however, during such Deadlock neither Member (nor
         its Affiliates or licensees), shall have the right to commit to the use
         of the Technology licensed under the Commodore/Company License
         Agreements for the Covered Applications, irrespective of whether such
         Deadlock prevents the Company from using such Technology licensed
         thereunder.

                          (c)    Buy-Out Offer in the Event of Deadlock.
                                 --------------------------------------

                         (i) The Buy-Out Offer. If the Members fail,  within ten
         (10)  business  days after a Deadlock  to appoint a  provisional  Board
         member,  either  Member may make a written  Buy-Out Offer for the other
         Member's  Interest at a specified  purchase price in cash (the "Buy-Out
         Price").  If a Member (the "Offeror  Member")  makes a written  Buy-Out
         Offer for the Interest of the other Member (the "Offeree Member"), such
         Offeree  Member shall,  within fifteen (15) business days from the date
         of receiving  such Buy-Out  Offer,  communicate  to the Offeror  Member
         whether the Offeree  Member accepts or rejects the Buy-Out Offer at the
         Buy-Out Price;  provided,  however, that if the Offeree Member fails to
         timely  respond to the  Buy-Out  Offer with a response  of  "accept" or
         "reject",  the  Offeree  Member  shall be deemed to have  rejected  the
         Buy-Out Offer.

                         (ii)  Acceptance of the Buy-Out  Offer.  If the Offeree
         Member  accepts the Buy-Out Offer by delivering  written notice of such
         acceptance to the Offeror  Member,  the Offeror  Member and the Offeree
         Member  shall,  within  thirty (30) business days from the date of such
         written  acceptance,  or at  such  other  time  as  shall  be  mutually
         agreeable  to such  Members,  consummate  the  purchase and sale of the
         Offeree  Member's  Interest  for the  Buy-Out  Price  specified  in the
         Buy-Out Offer.



                                       30
<PAGE>

                       (iii)  Rejection of the Buy-Out  Offer.  If the Offeree
         Member rejects the Buy-Out Offer by timely delivering written notice of
         such  rejection to the Offeror Member or is deemed to have rejected the
         Buy-Out Offer  pursuant to  subparagraph  (i) above,  the Buy-Out Offer
         shall terminate and will thereupon no longer be subject to acceptance.

                       (iv)  Effect of  Buy-Out  on  License  Agreements.  The
         consummation  of the  purchase  of a Member's  Interest  pursuant  to a
         Buy-Out  Offer under this Section  6.3(c) shall not affect or result in
         the  termination  of the  Commodore/Company  License  Agreement  or the
         Commodore/Nuvoset  License  Agreement.  After the  consummation of such
         purchase,   the  rights  and  obligations  of  the  Company  under  the
         Commodore/Company  License Agreement may be assigned by the Company to,
         and assumed by, the Member who purchased such Interest.

         Section 6.4  Officers.

                           (a) Number. The officers of the Company may contain a
President, one or more Vice Presidents,  a Secretary and a Treasurer,  which may
be one and the same individual, and such other officers as the Board of Managers
may appoint from time to time.

                           (b)  Election,  Term of  Office,  Qualifications  and
Authority. The officers of the Company shall be appointed annually. Each officer
shall be designated by  Nuvotec-TRI  and Commodore  Government and be reasonably
acceptable  to  Nuvotec-TRI  and Commodore  Government.  Each officer shall hold
office until his or her successor  shall have been duly chosen and shall qualify
or until his or her resignation or removal in the manner  hereinafter  provided.
Subject to the control of the President and to any  restrictions  imposed by the
Board of Managers,  the officers of the Company shall have the authority to take
action  for and on behalf  of the  Company  in  connection  with the  day-to-day
administration and management of the Company's business; provided, however, that
no action shall be taken by any officer which  requires  Majority Board Approval
under Section 6.3(a)(i) through (xiv), without first having said approval.

                           (c) Other Officers, Assistants, Agents and Employees.
In addition to the officers  specified in Sction  6.4(a),  the Board of Managers
may appoint  other  officers,  assistants,  agents and  employees as it may deem
necessary or  advisable,  each of whom shall hold office for such  period,  have
such  authority,  and perform such duties as the Board of Managers may from time
to time  determine.  The Board of  Managers  may  delegate to any officer of the
Company or any  committee of the Board of Managers the power to appoint,  remove
and prescribe the duties of any such assistants, agents or employees.

                           (d)  Removal.  Any  officer,   assistant,   agent  or
employee of the Company may be removed,  with or without  cause,  at any time by
the Board of  Managers  or any  officer of the  Company  upon whom or which such
power of removal may be conferred by the Board of Managers.

                           (e) Resignations. Any officer or assistant may resign
at any time by giving written  notice of his or her  resignation to the Board of
Managers or the Secretary of the Company. Any such resignation shall take effect
at the time specified  therein,  or, if the time is not specified,  upon receipt
thereof by the Board of  Managers  or the  Secretary,  as the case may be;  and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

                           (f)  Vacancies.  A vacancy in any  office  because of
death, resignation,  removal,  disqualification or other cause may be filled for
the  unexpired  portion of the term  thereof in the  manner  prescribed  in this
Agreement for regular appointments or elections to such office.


                                       31
<PAGE>


                           (g) President.  The President of the Company shall be
the chief  executive  officer  of the  Company  and shall  have,  subject to the
control of the Board of Managers,  general and active supervision and management
over the  business of the Company  and over its  several  officers,  assistants,
agents and employees.  The President  shall report to and consult with the Board
of Managers from time to time.  The  President  shall be elected by the Board of
Managers.

                           (h) Vice  Presidents.  The  Board of  Managers  shall
determine  the  number  of Vice  Presidents  and the  title of each.  Each  Vice
President  shall  have  such  powers  and  perform  such  duties as the Board of
Managers or the President may from time to time prescribe. At the request of the
President,  or in case of the President's  absence or inability to act, upon the
request of the Board of Managers, a Vice President designated by the Board shall
perform  the  duties of the  President  and when so  acting,  shall have all the
powers of, and be subject to all the restrictions upon, the President.

                           (i) Secretary.  The Secretary shall, if present,  act
as secretary of and record the  proceedings of all meetings of the Board, of the
Members,  and of all  committees  of  which a  secretary  shall  not  have  been
otherwise  appointed for that purpose;  he or she shall see that all notices are
duly given in  accordance  with the  Bylaws  and as  required  by law;  and,  in
general,  he or she shall  perform  all the  duties  incident  to the  office of
Secretary  and such  other  duties as may from time to time be  assigned  by the
Board of Managers or the President.

                           (j) Treasurer.  The Treasurer  shall have the general
care and custody of the funds and  securities of the Company,  and shall deposit
all such funds in the name of the  Company in such  banks,  trust  companies  or
other  depositories  as shall be  selected by the Board of  Managers.  He or she
shall receive, and give receipts for, moneys due and payable to the Company from
any  source  whatsoever.  He or she  shall  exercise  general  supervision  over
expenditures  and  disbursements  made by officers,  agents and employees of the
Company and the preparation of such records and reports in connection  therewith
as may be necessary or desirable. He or she shall, in general, perform all other
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned by the Board of Managers or the President.

                           (k) Other  Officers.  Each other  officer  shall have
such  powers and perform  such duties as the Board of Managers  may from time to
time prescribe.


                                       32
<PAGE>


                           (l) Compensation. The compensation of the officers of
the Company  shall be fixed from time to time by the Board of Managers.  None of
such officers shall be prevented from receiving such  compensation  by reason of
the  fact  that he or she is also a  member  of the  Board  of  Managers  of the
Company.  Nothing  contained  herein shall preclude any officer from serving the
Company,  any related  Person or any Member in any other  capacity and receiving
proper compensation therefor.

                  Section 6.5  Contracts and Bank Accounts.

                           (a) Execution of Contracts. The Board of Managers may
authorize any officer or officers,  agent or agents,  to enter into any contract
or execute any instrument in the name of and on behalf of the Company,  and such
authority  may be general  or  confined  to  specific  instances;  and unless so
authorized,  no officer,  agent or employee shall have any power or authority to
bind the  Company by any  contract or  engagement  or to pledge its credit or to
render it liable for any purpose or in any amount, except that with the approval
of the  President,  any  officer  may enter into any  contract  or  execute  any
instrument  which does not require  Majority Board Approval under the provisions
of Section 6.3(i) through (xiv).

                           (b) Checks and Drafts.  All  checks,  drafts or other
orders for payment of money, notes or other evidence of indebtedness,  issued in
the name of or  payable  to the  Company,  shall be signed or  endorsed  by such
person or persons and in such manner as, from time to time,  shall be determined
by the Board of Managers.

                           (c) Deposits.  All funds of the Company not otherwise
employed  shall be  deposited  from time to time to the credit of the Company in
the manner set forth in the Services Agreement or in such banks, trust companies
or other depositories as the Board of Managers may select, or as may be selected
by any  officer or  officers,  assistant  or  assistants,  agent or  agents,  or
attorney  or  attorneys  of the  Company  to whom  such  power  shall  have been
delegated  by the Board of  Managers.  For the  purpose of  deposit  and for the
purpose of  collection  for the account of the  Company,  the  President  or the
Treasurer (or any other officer or officers,  assistant or assistants,  agent or
agents,  or attorney or  attorneys of the Company who shall from time to time be
designated  to do so by the Board of Managers)  may endorse,  assign and deliver
checks,  drafts and other  orders for the  payment of money which are payable to
the order of the Company.

                           (d) General and Special Bank  Accounts.  The Board of
Managers may from time to time  authorize the opening and keeping of general and
special bank accounts with such banks,  trust companies or other depositories as
the  Board of  Managers  may  select or as may be  selected  by any  officer  or
officers,  assistant or assistants, agent or agents, or attorney or attorneys of
the  Company  to whom  such  power  shall  have been  delegated  by the Board of
Managers. The Board of Managers may make such special rules and regulations with
respect to such bank  accounts,  not  inconsistent  with the  provisions of this
Agreement, as it may deem expedient.

                  Section 6.6  Services Agreements.


                                       33
<PAGE>


          Promptly after the date hereof, the Company shall enter into Services
Agreements with Nuvotec-TRI and Commodore Government providing for Nuvotec-TRI
and Commodore Government or their respective Affiliates to provide the services
to the Company outlined in Exhibit A attached hereto for the consideration set
forth therein.

                  Section 6.7  Breach of Contracts.


                           Notwithstanding any provision hereof to the contrary,
unless at least three (3) members of the Board of  Managers  otherwise  consent,
after the Company enters into any contract,  agreement or similar obligation the
Company  shall be  deemed  fully  authorized  to,  and  shall,  take all  action
necessary to perform all of its  obligations  under such contract,  agreement or
other obligation.  Notwithstanding  the foregoing,  unless such Member otherwise
agrees, no Member shall be obligated to provide any capital contributions, loans
or other funding to the Company, whether or not such funding may be necessary to
enable the Company to perform its obligations  under any contract,  agreement or
other obligation.







                                       34
<PAGE>


                                  ARTICLE VII

                             AMENDMENTS AND MEETINGS


                  Section 7.1  Amendments.


                           Any amendment to this Agreement  shall be adopted and
be  effective  as an  amendment  hereto if  approved  in  writing by each of the
Members;  provided,  however,  that no  amendment  shall be  made,  and any such
purported  amendment  shall be void and  ineffective,  to the  extent the result
thereof  would be to cause the  Company to be treated as  anything  other than a
partnership for purposes of United States income taxation.

                  Section 7.2  Meetings of the Members.

                           (a) Annual  Meetings.  Annual meetings of the Members
of the Company for the  purpose of  electing  the Board of Managers  and for the
transaction  of such other proper  business as may come before such meetings may
be held at such time, date and place as the Board shall determine.

                           (b) Special Meetings. Special meetings of the Members
of the Company for any proper  purpose may be called at any time by the Board of
Managers  or any Member.  The  President  shall call a special  meeting to occur
within  thirty (30) days after the Company  receives a notice from either Member
requesting a special meeting and setting forth the purposes thereof.


                  Section 7.3  Place of Meetings; Participation by Telephone.


                           All  meetings of the Members of the Company  shall be
held at such places,  within or without the State of Delaware,  in person or via
teleconference,  as may from time to time be designated by the Person or Persons
calling the  meeting,  and  specified  in the  respective  notices or waivers of
notice thereof. If both Members agree, any Member may participate in any meeting
by means of conference telephone or similar communications equipment pursuant to
which all persons  participating  in the  meeting can hear each other,  and such
participation shall constitute presence in person at such meeting.

                                       35
<PAGE>

                  Section 7.4  Notice of Meetings.


                           Except as otherwise  required by law,  notice of each
meeting of the Members of the Company  shall be given not less than ten (10) nor
more than sixty  (60) days  before  the date of the  meeting  to each  Member of
record  entitled to vote at such meeting by delivering a typewritten  or printed
notice thereof to such Member  personally,  or by depositing  such notice in the
United States mail, in a postage  prepaid  envelope,  directed to such Member at
such  Member's  post  office  address  furnished  by such Member to the Board of
Managers  for such  purpose or, if such Member  shall not have  furnished to the
Board of Managers an address for such purpose, then at such Member's post office
address last known to the Board of Managers, or by transmitting a notice thereof
to such Member at such address by personal delivery, facsimile, telegraph, cable
or  wireless.  Every  notice of a meeting of the Members  shall state the place,
date and hour of the meeting,  and the purpose or purposes for which the meeting
is called. Notice of any meeting of Members shall not be required to be given to
any Member who shall have waived such  notice,  and such notice  shall be deemed
waived by any Member who shall attend such meeting in person or by proxy, except
as a Member who shall attend such meeting for the express  purpose of objecting,
at the beginning of the meeting,  to the transaction of any business because the
meeting  is not  lawfully  called or  convened.  Except as  otherwise  expressly
required by law,  notice of any  adjourned  meeting of the  Members  need not be
given if the time and place  thereof are  announced  at the meeting at which the
adjournment is taken.


                  Section 7.5  Quorum.

                           Both  Members  shall be present in person or by proxy
in order to constitute a quorum for the  transaction  of business at any meeting
of the  Members or any  adjournment  thereof.  In the absence of a quorum at any
meeting or any  adjournment  thereof,  any Member may adjourn  such meeting from
time to time.  At any such  reconvened  adjourned  meeting  at which a quorum is
present any business may be transacted  which might have been  transacted at the
meeting as originally called.

                  Section 7.6  Voting.

                           (a) At any  meeting of the  Members  of the  Company,
except as provided in this  Agreement or the Delaware  Act, all matters shall be
approved by both Members. The vote at any meeting of the Members on any question
need not be by ballot,  unless so directed by the chairman of the meeting.  On a
vote by ballot each ballot shall be signed by the Member voting, or by its proxy
if there be such proxy.

                           (b) Any such voting  rights may be  exercised  by the
Member in person or by proxy  appointed by an instrument in writing,  subscribed
by such  Member or its  attorney  thereunder  authorized  and  delivered  to the
secretary of the  meeting;  provided,  however,  that no proxy shall be voted or
acted upon after three (3) years from its date  unless said proxy shall  provide
for a  longer  period.  The  attendance  at any  meeting  of a  Member  who  may
theretofore  have given a proxy shall have the effect of revoking  the same with
respect to such meeting.



                                       36
<PAGE>

                  Section 7.7  Action Without Meeting.


                           Any action required to be taken or which may be taken
at any meeting of Members of the Company may be taken without a meeting, without
prior  notice and  without a vote,  if a consent in writing,  setting  forth the
action so taken, shall be signed by both Members.

                  Section 7.8  Board of Managers to Preside at Meetings.


                           Each  meeting of Members  shall be  conducted  by the
Chairman, if designated under Section 6.2(i), President
or by such other Person that the Board of Managers specifies or, if the Board of
Managers fails to do so, that the Members specify.















                                       37
<PAGE>


                                  ARTICLE VIII

                                   ALLOCATIONS


                  Section 8.1  Net Profits and Net Losses.

                           Subject to the allocation rules of Section 8.2
hereto, Net Profits and Net Losses for any Fiscal Year shall
be allocated 50% to Commodore Government and 50% to Nuvotec-TRI; provided, both
Members have complied with Article IV, Sections 4.1 through 4.5 with respect to
capital contributions.

                  Section 8.2  Allocation Rules.

                           (a) For purposes of determining the Net Profits,  Net
Losses or any other items allocable to any period,  Net Profits,  Net Losses and
any such other items shall be determined on a daily,  monthly or other basis, as
determined by the Tax Matters Member using any method that is permissible  under
ss.706 of the Code and the Treasury Regulations thereunder.

                           (b) Except as otherwise  provided in this  Agreement,
all items of Company income, gain, loss, deduction and any other allocations not
otherwise  provided  for  shall  be  divided  among  the  Members  in  the  same
proportions  as they share Net  Profits  and Net  Losses for the Fiscal  Year in
question.



                                       38
<PAGE>

                           (c)  The   Members   are  aware  of  the  income  tax
consequences of the allocations made by this Article VIII and hereby agree to be
bound by the  provisions  of this  Article  VIII in  reporting  their  shares of
Company income and loss for income tax purposes.

                  Section 8.3  Tax Allocations; Section 704(c) of the Code.

                           (a) In accordance  withss.704(c)  of the Code and the
Treasury Regulations  thereunder,  income, gain, loss and deduction with respect
to any property contributed to the capital of the
Company shall, solely for income tax purposes, be allocated among the Members so
as to take account of any variation between the adjusted basis of such property
to the Company for federal income tax purposes and its initial Gross Asset Value
(computed in accordance with Section 1.1 hereof).

                           (b) In the event the Gross Asset Value of any Company
asset is adjusted  pursuant to Paragraph  (ii) of the definition of "Gross Asset
Value" contained in Section 1.1 hereof,  subsequent allocations of income, gain,
loss and  deduction  with  respect  to such  asset  shall  take  account  of any
variation  between  the  adjusted  basis of such  asset for  federal  income tax
purposes and its Gross Asset Value in the same manner as under  ss.704(c) of the
Code and the Treasury Regulations thereunder.

                           (c) Any  elections  or other  decisions  relating  to
allocations  under this Section 8.3,  including the selection of any  allocation
method permitted under Treasury Regulation ss. 1.704-3, shall be made by the Tax
Matters Member in any manner that reasonably  reflects the purpose and intention
of this  Agreement.  Allocations  pursuant  to this  Section  8.3 are solely for
purposes of federal,  state and local taxes and shall not affect,  or in any way
be taken into account in computing, any Member's Capital Account or share of Net
Profits, Net Losses,  other items or distributions  pursuant to any provision of
this Agreement.


                                   ARTICLE IX

                                  DISTRIBUTIONS


                  Section 9.1  Pro Rata Distributions.


                           Except as  otherwise  provided in Article XIII hereof
(relating to the dissolution of the Company), any distribution during any Fiscal
Year shall be distributed  50% to Commodore  Government and 50% to  Nuvotec-TRI;
provided,  that both Members have complied with Article IV, Sections 4.1 through
4.5 with respect to capital contributions. .

                  Section 9.2  Distribution Rules.

                          (a) All distributions pursuant to Section 9.1 hereof
         shall be at such times and in such amounts as shall be determined by
         the Board of Managers.

                          (b) All amounts withheld pursuant to the Code or any
         provision of any state or local tax law with respect to any payment, or
         distribution to the Company or the Members shall be treated as amounts
         distributed to the Members pursuant to this Article IX for all purposes
         of this Agreement. The Company shall withhold from distributions and
         pay over to any federal, state or local government any amounts required
         to be so withheld pursuant to the Code or any provision of any other
         federal, state or local law.



                                       39
<PAGE>

                  Section 9.3  Limitations on Distributions.

Notwithstanding any provision to the contrary contained in this Agreement, the
Company shall not make a distribution to any Member with respect to such
Member's Interest if such distribution would violate Section 18-607 of the
Delaware Act or other applicable law.

                                    ARTICLE X

                                BOOKS AND RECORDS


                  Section 10.1  Books, Records and Financial Statements.

                          (a) At all times during the continuance of the
         Company, the Company shall maintain, at its principal place of
         business, separate books of account for the Company that shall show a
         true and accurate record of all costs and expenses incurred, all
         charges made, all credits made and received and all income derived in
         connection with the operation of the Company business in accordance
         with generally accepted accounting principles consistently applied,
         and, to the extent inconsistent therewith, in accordance with this
         Agreement. Such books of account, together with a copy of this
         Agreement and of the Certificate, shall at all times be maintained at
         the principal place of business of the Company and shall be open to
         inspection and examination at reasonable times by each Member and its
         duly authorized representative for any purpose reasonably related to
         such Member's interest as a member of the Company.

                          (b) The Treasurer of the Company shall prepare and
         maintain, or cause to be prepared and maintained, the books of account
         of the Company. The following financial information shall be
         transmitted by the Company to each Member within three (3) months after
         the close of each Fiscal Year:

                         (i)  audited  balance  sheet of the  Company  as of the
         beginning and close of such Fiscal Year;



                                       40
<PAGE>

                        (ii)  statement  of Company  net profits and net losses
         for such Fiscal Year;

                       (iii) statement of such Member's  Capital Account as of
         the close of such Fiscal Year,  and changes  therein during such Fiscal
         Year;

                        (iv) a statement indicating such Member's share of each
         item of Company income, gain, loss, deduction or credit for such Fiscal
         Year for income tax purposes; and

                         (v)  copies of the  auditor's  report on the  Company's
         financial  statements delivered under clause (i) and (ii) above and the
         management letter of such auditors for such Fiscal Year.

                  Section 10.2  Accounting Method.


                           For both financial and tax reporting purposes and for
purposes of determining net profits and net losses, the books and records of the
Company  shall  be  kept  on the  accrual  method  of  accounting  applied  in a
consistent manner and shall reflect all Company  transactions and be appropriate
for the Company's business.

                  Section 10.3  Audit.

                           The  financial  statements  of the  Company  shall be
audited by an independent  certified public accountant  selected by the Board of
Managers,  with such  audit to be  accompanied  by a report  of such  accountant
containing  its  opinion.  The cost of such  audits  will be an  expense  of the
Company.


                                       41
<PAGE>

                                   ARTICLE XI

                                   TAX MATTERS


                  Section 11.1  Tax Matters Member.

                          (a) The Tax Matters Member shall arrange for the
         preparation and timely filing of all returns relating to Company
         income, gains, net losses, deductions and credits, as necessary for
         federal, state and local income tax purposes.

                          (b) Commodore Government is hereby designated as "Tax
         Matters Member" of the Company for purposes of ss. 6231(a)(7) of the
         Code and is authorized and required to represent the Company in
         connection with any administrative proceeding at the Company level with
         the Internal Revenue Service relating to the determination of any item
         of Company income, gain, loss, deduction or credit for federal income
         tax purposes.

                  Section 11.2  Right to Make Section 754 Election.


                           The Tax Matters Member may make or revoke, on behalf
of the Company, all elections in accordance with ss. 754
of the Code, so as to adjust the basis of Company property in the case of a
distribution of property within the meaning of ss. 734 of the Code, and in the
case of a transfer of a Company interest within the meaning of ss. 743 of the
Code. Each Member shall, upon request of the Tax Matters Member, supply the
information necessary to give effect to such an election.

                  Section 11.3  Taxation as Partnership.


                           The  Company  shall be treated as a  partnership  for
U.S. federal income tax purposes.


                                   ARTICLE XII

                   LIABILITY, EXCULPATION AND INDEMNIFICATION


                  Section 12.1  Liability.

                                       42
<PAGE>

                           Except as otherwise provided by the Delaware Act, the
debts,  obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, shall be solely the debts, obligations and liabilities of the
Company,  and no Covered Person shall be obligated personally for any such debt,
obligation  or  liability  of the  Company  solely  by reason of being a Covered
Person.

                  Section 12.2  Exculpation.

                           (a) No Covered  Person shall be liable to the Company
or any other Covered Person for any loss,  damage or claim incurred by reason of
any act or omission performed or omitted by such Covered Person in good faith on
behalf of the Company and in a manner reasonably believed to be within the scope
of authority conferred on such Covered Person by this Agreement.

                           (b) A  Covered  Person  shall be fully  protected  in
relying in good faith upon the records of the Company and upon such information,
opinions,  reports or  statements  presented  to the Company by any Person as to
matters the Covered  Person  reasonably  believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the  Company,  including  information,  opinions,  reports or
statements as to the value and amount of the assets,  liabilities,  net profits,
net losses,  or any other facts  pertinent to the existence and amount of assets
from which distributions to Members might properly be paid.

                  Section 12.3  Duties and Liabilities of Covered Persons.

                           (a) To the  extent  that,  at  law  or in  equity,  a
Covered Person has duties (including  fiduciary duties) and liabilities relating
thereto to the Company or to any other Covered  Person,  a Covered Person acting
under this Agreement  shall not be liable to the Company or to any other Covered
Person for its good faith  reliance on the  provisions  of this  Agreement.  The
provisions  of this  Agreement,  to the extent that they restrict the duties and
liabilities  of a Covered  Person  otherwise  existing at law or in equity,  are
agreed by the parties  hereto to replace  such other duties and  liabilities  of
such Covered Person as related to this Agreement.

                           (b) Unless otherwise  expressly  provided herein, (i)
whenever a conflict of interest  exists or arises between  Covered  Persons,  or
(ii) whenever this Agreement or any other agreement contemplated herein provides
that a Covered Person shall act in a manner that is, or provides terms that are,
fair and  reasonable  to the Company or any Member,  the  Covered  Person  shall
resolve such conflict of interest,  taking such action or providing  such terms,
considering in each case the relative  interest of each party (including its own
interest)  such conflict,  agreement,  transaction or situation and the benefits
and burdens  relating to such  interests,  any  customary  or accepted  industry
practices,  and  any  applicable  generally  accepted  accounting  practices  or
principles.  In the absence of bad faith by the Covered Person,  the resolution,
action  or term so made,  taken or  provided  by the  Covered  Person  shall not
constitute a breach of this Agreement or any other agreement contemplated herein
or of any duty or  obligation  of the  Covered  Person  at law or in  equity  or
otherwise.

                                       43
<PAGE>

                           (c)  Whenever in this  Agreement a Covered  Person is
permitted  or required  to make a decision  (i) in its  "discretion"  or under a
grant of similar authority or latitude,  the Covered Person shall be entitled to
consider  only such  interests  and  factors as it  desires,  including  its own
interests, and shall have no duty or obligation to give any consideration to any
interest of or factors affecting the Company or any other Person, or (ii) in its
"good faith" or under another  express  standard,  the Covered  Person shall act
under such  express  standard and shall not be subject to any other or different
standard imposed by this Agreement or other applicable law.  Notwithstanding any
other  provision of this  Agreement,  in  determining  whether to authorize  the
Company  to pursue,  submit a bid or  proposal  for or enter into any  contract,
agreement or other  obligation for any Covered  Application,  each member of the
Board of Managers  shall be  permitted,  in his or her  discretion,  to vote on,
consent to or otherwise act with respect to any such  authorization  considering
any interests and factors which such member of the Board desires,  including the
interests  of the Member which  appointed  such Board member and the presence or
absence of full  indemnification  by the U.S.  government  or other  contracting
party and the extent of insurance  coverage for any  liabilities  (including but
not  limited to  liabilities  for  infringement  of  patents or other  rights to
Technology  owned by the Members and/or third parties) which may result from the
performance of such contract,  agreement or obligation.  Such Board Member shall
have no duty to give  consideration to any interest of or factors  affecting the
Company, the other Member or any other Person.

                  Section 12.4  Indemnification.



                                       44
<PAGE>


                           To the fullest extent  permitted by applicable law, a
Covered  Person  shall be entitled to  indemnification  from the Company for any
loss,  damage or claim  incurred by such Covered  Person by reason of any act or
omission  performed or omitted by such Covered Person in good faith on behalf of
the  Company  and in a manner  reasonably  believed  to be  within  the scope of
authority conferred on such Covered Person by this Agreement; provided, however,
that any  indemnity  under this Section 12.4 shall be provided out of and to the
extent of  Company  assets  only,  and no other  Covered  Person  shall have any
personal liability on account thereof.

                  Section 12.5  Expenses.


                           To the fullest extent permitted by applicable law,
expenses (including legal fees) incurred by a Covered
Person in defending any claim, demand, action, suit or proceeding shall, from
time to time, be advanced by the Company prior to the final disposition of such
claim, demand, action, suit or proceeding upon receipt by the Company of an
undertaking by or on behalf of the Covered Person to repay such amount if it
shall be determined that the Covered Person is not entitled to be indemnified as
authorized in Section 12.4 hereof.

                  Section 12.6  Insurance.


                           Promptly after the date hereof, the Company shall use
reasonable efforts to obtain patent  infringement  liability  insurance covering
any liability to third parties  arising from the use of the Technology  licensed
to the Company under the Commodore/Company  License Agreement, on such terms and
in such amounts as are  reasonably  acceptable  to the  Members.  Subject to the
provisions  of Section  12.7,  the  Company  may  purchase  and  maintain  other
insurance, to the extent and in such amounts as the Board of Managers shall deem
reasonable,  on behalf of Covered Persons and such other Persons as the Board of
Managers shall determine,  against any liability that may be asserted against or
expenses  that  may be  incurred  by any  such  Person  in  connection  with the
activities of the Company or such indemnities, regardless of whether the Company
would have the power to indemnify such Person  against such liability  under the
provisions  of this  Agreement.  The Board of Managers and the Company may enter
into  indemnity  contracts  with Covered  Persons and adopt  written  procedures
pursuant to which  arrangements are made for the advancement of expenses and the
funding of  obligations  under  Section  12.5 hereof and  containing  such other
procedures regarding indemnification as are appropriate.

                  Section 12.7  Outside Businesses.


                                       45
<PAGE>


                           (a)  Subject  to  paragraph  (b) below,  each  Member
shall,  and shall cause its Affiliates to, engage in the business of the Covered
Applications  only through the Company.  Subject to  paragraph  (b) below,  each
Member  shall not  itself,  or permit any of its  Affiliates  to,  engage in the
business of the Covered Applications other than for or on behalf of the Company.
Notwithstanding  the foregoing,  Nuvotec-TRI  or Commodore  Government or any of
their  Affiliates may act as the prime  contractor or as a subcontractor  on any
contract  requiring both services within the Covered  Applications  and goods or
services outside of the Covered Applications,  provided that the services within
the  Covered  Applications  shall not be provided by  Nuvotec-TRI  or  Commodore
Government  or  Affiliates  and shall be provided  only by the Company.  Nothing
herein shall prevent the sale of goods or services by  Nuvotec-TRI  or Commodore
Government  or any of their  Affiliates  to any  Person  who is  engaged  in the
Covered  Applications  if such goods or services  are of a type not  produced or
provided primarily for the Covered Applications.

                           (b) Except as otherwise  provided in Section  12.7(a)
above,  any Member or Affiliate  thereof may engage in or possess an interest in
other  business  ventures of any nature or  description,  independently  or with
others,  and the Company and the Members  shall have no rights by virtue of this
Agreement  in and to such  independent  ventures  or the  income or net  profits
derived  therefrom,  and the  pursuit of any such  venture,  shall not be deemed
wrongful or improper unless in direct  violation of Section 12.7(a) or any other
provision  set forth  herein or in any other  agreement  executed  by any of the
parties in connection herewith.




















                                       46
<PAGE>


                                  ARTICLE XIII

                    DISSOLUTION, LIQUIDATION AND TERMINATION


                  Section 13.1  Dissolution


                           The Company  shall be dissolved and its affairs shall
be wound up upon the occurrence of any of the following events:

                         (i)  The  expiration  of the  term of the  Company,  as
         provided in Section 2.3 hereof;

                         (ii) The death, insanity,  bankruptcy or dissolution of
         a Member,  or the  occurrence of any other event under the Delaware Act
         that terminates the continued membership of a Member in the Company;

                         (iii)  the entry of a decree  of  judicial  dissolution
         under Section 18-802 of the Delaware Act;

                         (iv) the written  election of both  Members to dissolve
         the Company;

                         (v) The election,  pursuant to Section 6.3(b)(iii),  of
         any Member to dissolve the Company;

                         (vi) The election of any Member to dissolve the Company
         if the Company  has not  generated  annual  revenues in the Fiscal Year
         ending December 31, 2005 of at least $10,000,000.00 as indicated in the
         audited  financial  statements  prepared  by the  Company  pursuant  to
         Section  10.1(b)  (or in the  absence  of such  audit,  such  financial
         statements as may be available to the parties); provided, however, that
         such election may be made only prior to May 1, 2006;

                         (vii)  The  election  of any  Member  to  dissolve  the
         Company  if  the   Company   fails  to  achieve   annual   revenues  of
         $10,000,000.00  in the Fiscal  Year  ending  December  31,  2005 or any
         subsequent   Fiscal  Year,  as  indicated  in  the  audited   financial
         statements  prepared by the Company  pursuant to Section 10.1(b) (or in
         the  absence  of  such  audit,  such  financial  statements  as  may be
         available to the parties); provided, however, that such election may be
         made  only  prior  to May 1 in any  Fiscal  Year  based  on the  annual
         revenues of the immediately preceding Fiscal Year;

                                       47
<PAGE>

                         (viii)  The  election  of any  Member to  dissolve  the
         Company if the other  Member has failed to make a Capital  Contribution
         required under Section 4.1(a) or (b) and such failure has continued for
         a period of at least thirty (30) days after  notice to such  defaulting
         Member of such failure;

                         (ix) The election of any Member to dissolve the Company
         if the  other  Member  has  made  an  assignment  for  the  benefit  of
         creditors,  has  admitted in writing its  inability to pay its debts as
         they  become due or is unable to pay its debts as they  become due or a
         receiver,  trustee or custodian is appointed to take  possession of all
         or substantially all of its assets;

                         (x) The  election of Commodore  Government  to dissolve
         the Company if (A)  Nuvotec-TRI  sells or  otherwise  transfers  all or
         substantially  all  of  its  assets  other  than  to  an  Affiliate  of
         Nuvotec-TRI;  (B) Nuvotec-TRI merges with another entity as a result of
         which capital stock or other equity  interests of the surviving  entity
         having a majority of the voting power of such  surviving  entity become
         held by a person or entity other than an Affiliate of Nuvotec-TRI prior
         to the merger; or (C) capital stock of Nuvotec-TRI having a majority of
         the voting power of Nuvotec-TRI  is sold or otherwise  transferred to a
         person or entity other than an Affiliate of Nuvotec-TRI  prior thereto;
         provided  however,   that  in  no  event  shall  any  sale  of  all  or
         substantially  all of the  assets,  merger  or sale of stock  holding a
         majority  of  the  voting  power  of  Nuvotec-TRI,   permit   Commodore
         Government  to  dissolve  the  Company  irrespective  of  whether  such
         transaction  may also involve a  transaction  of the type  described in
         clause (A), (B) or (C) above;

                         (xi)  The  election  of  Nuvotec-TRI  to  dissolve  the
         Company if (A) Commodore Government sells or otherwise transfers all or
         substantially all of its assets other than to an Affiliate of Commodore
         Government;  (B) Commodore  Government  merges with another entity as a
         result  of  which  capital  stock  or  other  equity  interests  of the
         surviving  entity  having  a  majority  of the  voting  power  of  such
         surviving  entity  become  held by a person  or  entity  other  than an
         Affiliate of Commodore  Government prior to the merger;  or (C) capital
         stock of Commodore  Government having a majority of the voting power of
         Commodore  Government is sold or otherwise  transferred  to a person or
         entity other than an Affiliate of Commodore  Government  prior thereto;
         provided  however,   that  in  no  event  shall  any  sale  of  all  or
         substantially  all of the  assets,  merger  or sale of stock  holding a
         majority of the voting power of Commodore Environmental Services, Inc.,
         permit Nuvotec-TRI to dissolve the Company irrespective of whether such
         transaction  may also involve a  transaction  of the type  described in
         clause (A), (B) or (C) above;

                                       48
<PAGE>

                         (xii) The  election  of  Nuvotec-TRI  to  dissolve  the
         Company within 30 days after the date hereof if Nuvotec-TRI  determines
         in good faith in its discretion that there is a material risk that: (A)
         the use in the Covered  Applications  of the Technology  licensed under
         the Commodore/Company License Agreement to the Company may infringe the
         rights of others, (B) Commodore Applied Technologies,  Inc. may not own
         the  rights to the  Technology  licensed  under  the  Commodore/Company
         License Agreement to the Company,  free and clear of any liens, claims,
         encumbrances or other  interests,  (C) such rights may not be valid and
         enforceable,  (D) the license of the patents included in the Technology
         under the Commodore/Company License Agreement may not allow the Company
         to bar  third  parties  from  the use of the  Technology  which  is the
         subject of such patents,  or (E) the other benefits of such patents may
         not be available to the Company (it being  understood  that the failure
         of Nuvotec-TRI to make any election under this Section  13.1(xii) shall
         not be deemed a waiver of any right of the Company,  Nuvotec-TRI or its
         Affiliates resulting from any such infringement, non-ownership, lack of
         validity or enforceability,  inability to bar third parties from use or
         absence of other benefits); or

                         (xiii) The  election of  Nuvotec-TRI  to  dissolve  the
         Company, if it becomes  impracticable for the Company to use Technology
         licensed to the Company under the  Commodore/Company  License Agreement
         for the Covered  Applications,  as a result of a temporary  restraining
         order  (which  has not  been  lifted  or  dissolved  within  30  days),
         preliminary  injunction  (which has not been lifted or dissolved within
         30 days),  permanent  injunction,  judgment of infringement issued by a
         court or other  tribunal,  or any agreement  whereby the Company agrees
         not to use any of such  Technology  as a result  of any  allegation  of
         infringement, whether any such impediment to the use of such Technology
         could be  eliminated  by the payment of royalties or other amounts to a
         third party.

                  Section 13.2  Notice of Dissolution.


                           Upon the dissolution of the Company, the Company
shall promptly notify the Members of such dissolution.

                  Section 13.3  Liquidation.


                                       49
<PAGE>

                           (a)  Winding  Up  by   Liquidating   Trustees.   Upon
dissolution  of the Company,  the Board of Managers,  as  liquidating  trustees,
shall immediately commence to wind up the Company's affairs; provided,  however,
that a reasonable  time shall be allowed for the  performance  by the Company of
any  executory  contract or  contracts  to which the Company is then a party and
otherwise  for the  orderly  liquidation  of the assets of the  Company  and the
satisfaction of liabilities to creditors so as to enable the Members to minimize
the normal losses  attendant upon a  liquidation.  The Members shall continue to
share net profits and net losses during liquidation in the same proportions,  as
specified  in Article  VIII  hereof,  as before  liquidation.  The  proceeds  of
liquidation shall be distributed, as realized, in the manner provided in Section
18-804 of the Delaware Act, subject to the applicable  provisions of Article IX.
In the event that any member of the Board of Managers is unable or  unwilling to
perform in its capacity as a  liquidating  trustee,  a  replacement  liquidating
trustee shall be appointed.  Such replacement trustee shall be designated in the
manner set forth in Section 6.2(d).

                           (b) Transfer of Company  Technology to Members.  Upon
dissolution,  the liquidating  trustees shall cause any Technology  owned by the
Company or  licensed to the  Company  and which may be  sublicensed  (but in any
event  not  including  the   Technology   licensed  to  the  Company  under  the
Commodore/Company License Agreement,  which is subject to Section 13.3(c) below)
to vest equally in each of the Members,  and the Company and each of the Members
shall execute such  assignments,  licenses and sublicenses as shall be necessary
to accomplish the foregoing.

                         (c) Effect of  Dissolution  on  Technology  Licenses.
Upon  dissolution of the Company,  the license  granted to the Company under the
Commodore/Company  License  Agreement shall be limited to use in connection with
the performance of any then existing contracts to be performed after dissolution
pursuant to Section  13.3(a).  Upon the  dissolution of the Company  pursuant to
Section 13.1(i), (iv), (vi), (vii), (x), (xii) or (xiii), the license granted to
Nuvotec-TRI under the  Commodore/Nuvoset  License Agreement shall be terminated.
Upon the dissolution of the Company pursuant to Section  13.1(ii),  (iii),  (v),
(viii), (ix) or (xi), the license granted to Nuvotec under the Commodore/Nuvoset
License  Agreement  shall (i) remain in full force and effect if the  Initiating
Member in such  dissolution is Commodore  Government;  and (ii) be terminated if
the Initiating Member in such dissolution is Nuvotec-TRI.


                                       50
<PAGE>


                  Section 13.4  Termination


                           The Company shall terminate when all of the assets of
the Company  have been  distributed  in the manner  provided for in this Article
XIII, and the Certificate shall have been canceled in the manner required by the
Delaware Act.

                  Section 13.5  Claims of the Members.


                           Members and former  Members  shall look solely to the
Company's  assets  for the  return of their  Capital  Contributions,  and if the
assets of the Company remaining after payment of or due provision for all debts,
liabilities  and  obligations  of the  Company are  insufficient  to return such
Capital  Contributions,  the Members and former  Members  shall have no recourse
against the Company or any other Member.



                                   ARTICLE XIV

                         REPRESENTATIONS, WARRANTIES AND

                            COVENANTS OF THE MEMBERS


                  Section 14.1  Representations.


                           Each Member represents and warrants to and covenants
with the other Member and the Company as follows:

                           (a) Such Member is duly organized,  validly  existing
and in good standing under the laws of its  jurisdiction of  incorporation  with
all requisite  power and  authority to enter into this  Agreement and to perform
its obligations hereunder.

                           (b) This Agreement  constitutes the legal,  valid and
binding obligation of such Member enforceable  against such Member in accordance
with its terms.

                           (c) No consents or approvals from, or notification of
or  filings  with any  governmental  authority  or other  person or  entity  are
required for such Member to enter into this Agreement. All action on the part of
such Member or any of its Affiliates necessary for the authorization,  execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated hereby, have been duly taken.

                                       51
<PAGE>

                           (d) The execution  and delivery of this  Agreement by
such Member and the consummation of the transactions contemplated hereby by such
Member do not conflict with or contravene the  provisions of any  organizational
document, agreement or instrument by which such Member, any of its Affiliates or
any of their respective properties are bound or any law, rule, regulation, order
or  decree  to  which  such  Member  or any of its  Affiliates  or any of  their
respective  properties  are  subject.  There is no  action,  suit or  proceeding
pending or threatened against or affecting such Member, any of its Affiliates or
any of  their  respective  properties  before  any  court or  arbitrator  or any
governmental body, agency or official which seeks to prohibit or could adversely
affect the  ability of such Member to enter into this  Agreement  or perform its
obligations hereunder or which in any manner draws into question the validity of
this Agreement or any of the other agreements entered into hereunder.

                           (e)  Such  Member  will  not  Transfer  or  offer  to
Transfer its Interest in  violation of the  Securities  Act of 1933 or any other
applicable federal or state law.

                           (f) Such Member's interest in the Company is intended
to be and is being acquired  solely for such Member's own account for investment
and with no present  intention  of  distributing  or  reselling  all or any part
thereof;  such Member  acknowledges  that it is able and is prepared to bear the
economic  risk of making all Capital  Contributions  contemplated  hereby and to
suffer a complete loss thereof.

                  Section 14.2  Confidentiality.


                                       52
<PAGE>


                           (a)  Confidential  Information.  Each  Member and the
Company shall, except as may be specifically  permitted  hereunder,  (i) use its
best efforts to protect the proprietary or confidential information of the other
parties in the same  manner it  protects  its own  proprietary  or  confidential
information,  (ii) not  disclose  to any person the  existence  or terms of this
Agreement,  or any other contract or agreement between the Company,  the Members
or the Members'  Affiliates,  unless both Members have  consented  thereto,  and
(iii) not use the confidential and proprietary information of the others, except
in each case under the foregoing  clauses (i), (ii) and (iii), to the extent and
for the  purposes  contemplated  in this  Agreement  or  permitted  by any other
contract or agreement  between the  Company,  the Members or any of the Members'
Affiliates,   including  the  Commodore/Company   License  Agreement,   and  the
Commodore/Nuvoset  License  Agreement.  The  provisions of this Section  14.2(a)
shall apply to any proprietary or confidential information of any party, whether
furnished prior to the date hereof or after the date hereof.

                           (b) Exceptions.  The  obligations of  confidentiality
and nonuse  imposed under this Section 14.2 shall not apply to any  confidential
or proprietary information of the disclosing party which:

                         (i) is or becomes  public or  available  to the general
         public otherwise than through any act or default of the  non-disclosing
         party;

                         (ii) is obtained or derived  from a third party  which,
         to the best  knowledge  of the  non-disclosing  party,  is  lawfully in
         possession  of such  information  and does not  hold  such  information
         subject to any confidentiality or nonuse obligations; or

                         (iii) is required to be disclosed by one of the parties
         pursuant to  applicable  law,  or under a  government  or court  order;
         provided,  however,  that (A) the  obligations of  confidentiality  and
         nonuse shall  continue to the fullest  extent not in conflict with such
         law or order,  and (B) if and when a party is required to disclose such
         confidential  or  proprietary  information  pursuant to any such law or
         order,  such  party  shall use its best  efforts  to (1) give the other
         party prompt notice of such requirement so as to permit such party time
         in which to  appeal,  oppose or take  other  protective  action and (2)
         obtain a protective order or take such other actions as will prevent or
         limit, to the fullest extent possible,  public access to, or disclosure
         of, such confidential or proprietary information.

                  Section 14.3  Announcements.


                           None of the Members or the Company shall make,  issue
or release  any public  announcement,  press  release,  acknowledgment  or other
statement regarding the formation of the Company or any development, achievement
or other event relating to the Company or its business  unless both Members have
provided  their prior  written  consent as to the content and time of release of
and the media in which such  statement is to be made;  provided,  however,  that
either Member or the Company may make any statement which it is required to make
by law.

                                   ARTICLE XV

                                  MISCELLANEOUS

                                       53
<PAGE>




                  Section 15.1  Notices


                           All notices  provided for in this Agreement  shall be
in writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by registered or certified mail, as follows.

                           (a) If given to the Company, at the Company's mailing
address set forth below with copies to Nuvotec-TRI  and Commodore  Government at
the addresses set forth in Section 15.1(b) and (c):

                           Nuvoset, LLC
                           723 The Parkway, Suite 200
                           Richland, Washington 99352
                           Attention:  Robert L. Ferguson
                           Telecopier No.:  509-943-5528
                           Email:  bobferguson@nuvotec.com

                           with a copy to:

                           Nuvotec, Inc.
                           723 The Parkway, Suite 200
                           Richland, WA  99352
                           Attention:  Sandra I. Muller, Esq.
                           Telecopier No.:  509-943-5528
                           Email:  sandymuller@nuvotec.com
                                   -----------------------


                           (b) If given to Nuvotec-TRI, at the address set forth
below:

                           Nuvotec-TRI
                           723 The Parkway, Suite 200
                           Richland, WA  99352
                           Attention:  Robert L. Ferguson
                           Telecopier No.:  509-943-5528
                           Email:  bobferguson@nuvotec.com

                           With a copy to: Nuvotec-TRI, Inc.
                           723 The Parkway, Suite 200
                           Richland, WA  99352
                           Attention:  Sandra I. Muller, Esq.
                           Telecopier No.:  509-943-5528
                           Email:  sandymuller@nuvotec.com
                                   -----------------------


                                       54
<PAGE>

                           (c) If given to Commodore Government,  at the address
set forth below:

                           Commodore Government Environmental Technologies, Inc.
                           150 East 58th Street, 32nd Floor
                           New York, NY 10155
                           Attn:  Shelby T. Brewer
                           Telecopier No.:  (212) 753-0731
                           Email: stbrewer@earthlink.net

                           with a copy to:

                           Commodore Applied Technologies, Inc.
                           2121 Jamieson Avenue, Suite 1406
                           Alexandria, VA 22314
                           Attn:  Shelby T. Brewer
                           Telecopier No.:  (212) 753-0731
                           Email: stbrewer@earthlink.net

                           with a copy to

                           Silverman Perlstein & Acampora LLP
                           100 Jericho Quadrangle
                           Jericho, NY  11753-2708
                           Attn.:  Alan Perlstein, Esq.
                           Telecopier No.:  (516) 479-6301
                           Email: ap@spallp.com




<PAGE>


                           All such  notices  shall be deemed to have been given
when received.  Any party may change the address to which notices directed to it
shall be sent by providing  written notice of such change to the Company and the
other Member.

                  Section 15.2  Failure to Pursue Remedies.


                           The  failure  of  any  party  to  seek   redress  for
violation of, or to insist upon the strict performance of, any provision of this
Agreement  shall not  prevent a  subsequent  act,  which  would have  originally
constituted a violation from having the effect of an original violation.

                                       55
<PAGE>

                  Section 15.3  Cumulative Remedies.


                           The rights and  remedies  provided by this  Agreement
are  cumulative  and the use of any one right or  remedy by any party  shall not
preclude  or waive its right to use any or all other  remedies.  Said rights and
remedies  are given in addition to any other rights the parties may have by law,
statute, ordinance or otherwise.

                  Section 15.4  Binding Effect.


                           This Agreement (including the provisions  prohibiting
Transfer  under  Section  5.4) shall be binding upon and inure to the benefit of
all of the  parties  and,  to the  extent  permitted  by this  Agreement,  their
successors, legal representatives and assigns.

                  Section 15.5  Interpretation


                           Throughout this Agreement,  nouns, pronouns and verbs
shall be construed as masculine, feminine, neuter, singular or plural, whichever
shall be  applicable.  All  references  herein  to  "Articles,"  "Sections"  and
paragraphs shall refer to corresponding provisions of this Agreement.

                  Section 15.6  Severability


                           The invalidity or  unenforceability of any particular
provision of this Agreement shall not affect the other  provisions  hereof,  and
this  Agreement  shall  be  construed  in all  respects  as if such  invalid  or
unenforceable provision were omitted.

                  Section 15.7  Counterparts



                                       56
<PAGE>


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

                  Section 15.8  Integration.


                           This   Agreement,   the   Commodore/Company   License
Agreement,  the  Commodore/Nuvoset  License Agreement,  the Guaranty by Nuvotec,
Inc. of the  obligations of Nuvotec-TRI,  and the Guaranty by Commodore  Applied
Technologies,  Inc. of the  obligations  of  Commodore  Government  of even date
herewith  together  constitute the entire agreement among the parties hereto and
their  respective  Affiliates  pertaining  to  the  subject  matter  hereof  and
supersede all prior agreements and understandings pertaining thereto.

                  Section 15.9  Governing Law.


                           This   Agreement   and  the  rights  of  the  parties
hereunder shall be interpreted in accordance with the internal laws of the State
of Delaware,  and all rights and remedies shall be governed by such laws without
regard to  principles  of conflict of laws.  With respect to an action to obtain
preliminary injunctive or other provisional equitable relief, the Parties shall,
in the case of  Nuvotec-TRI,  shall  commence such  proceeding in New York,  New
York, and with respect to Commodore Government,  shall be commenced in Richland,
Washington. To the extent the Parties party are not otherwise subject to service
of process in the locations provided for in the preceding sentence, that service
of process may be made on such party by prepaid  certified  mail with a proof of
mailing  receipt  validated by the United  States  Postal  Service  constituting
evidence of valid service, and that such service shall have the same legal force
and effect as if served upon such party personally within such locations.

                  Section 15.10  Further Assurances.


                           Each  Member   agrees  to  execute   any   additional
documents  and to perform any  additional  acts as are, or become,  necessary or
convenient to carry out the purposes of this Agreement.

                  Section 15.11  Treatment for Tax Purposes.

                                       57
<PAGE>


                           The Members and the Company shall take all reasonable
actions,  including the  amendment of this  Agreement and the execution of other
documents, as may be reasonably required to qualify for and receive treatment as
a partnership for United States federal, state and local tax purposes.




























                                       58
<PAGE>

                  Section 15.12  Dispute Resolution.

                           (a)  Except  for any  action  to  obtain  preliminary
injunctive  or  other  provisional  equitable  relief,  any  dispute,  claim  or
controversy  ("Dispute")  arising  under or relating to this  Agreement,  or the
construction,  interpretation, breach, termination,  enforceability, or validity
thereof, whether such Dispute is based upon statute, tort, contract,  common law
or  otherwise,   shall  be  resolved  by  an  arbitration  to  be  conducted  by
J.A.M.S./Endispute  (or  if it is not  available,  another  alternative  dispute
resolution  firm  agreed to by the  Members)  under the  Comprehensive  Rules of
J.A.M.S./Endispute    (the   "Comprehensive    Rules"),   with   the   following
modifications:

                          (i) There will be a single arbitrator who will be a
         person who has served for at least five years as a Federal Judge or a
         state appellate judge.

                         (ii) Any issue as to whether or the extent to which a
         Dispute is subject to arbitration, including but not limited to issues
         relating to the validity or enforceability of this agreement to
         arbitrate, the applicability of any statute of limitations or other
         defense relating to the timeliness of the assertion of any claim or any
         matter relating to the arbitrability of such claim, shall be decided by
         the arbitrator.

                        (iii) The parties intend this arbitration to be governed
         by the United States Arbitration Act to the extent not inconsistent
         with the Delaware Uniform Arbitration Act, and their choice of Delaware
         State substantive law shall not be deemed to imply any contrary intent.

                         (iv) The arbitrator will determine the Dispute based
         upon the terms of this agreement to the same extent as though the
         dispute were resolved in a trial in a court of law.

                          (v) The arbitration hearing will be conducted at such
         location as customarily utilized by J.A.M.S./Endispute in Cook County
         Illinois.

                         (vi) Rules 1, 23, and 32 of the Comprehensive Rules
         will not apply. In addition to the discovery permitted by Comprehensive
         Rule 15, the parties shall be permitted to take additional depositions,
         as authorized by the arbitrator on a showing of good cause.

                        (vii) The award of the arbitrator shall be final and
         binding on the parties and may be entered as a judgment by a court
         having competent jurisdiction subject to such rights to petition for
         review as may exist under the United States Arbitration Act.



                                       59
<PAGE>

                        (viii) Upon the request of any party, a non-binding
         mediation shall be conducted prior to the arbitration, utilizing a
         mediator agreeable to all of the parties. Failing agreement, the
         mediation shall be conducted by a mediator selected by
         J.A.M.S./Endispute.

                           (b) Each party to the arbitration will pay 50% of the
cost of the arbitration and will bear its own attorneys' fees.

                           (c) Arbitration  proceedings under this Agreement may
be  consolidated  with other  arbitration  proceedings  pending between these or
other parties if the arbitration  proceedings  arise out of the same transaction
or  relate to the same  subject  matter.  Consolidation  will be by order of the
arbitrator in any of the pending cases, or if the arbitrator  fails to make such
an order, the parties may apply to any court of competent  jurisdiction for such
an order.

                           (d) For  purposes  hereof,  a  Deadlock  shall not be
deemed in and of itself a Dispute  hereunder.  The parties  understand and agree
that  arbitration  under  this  Section  15.12  shall  not be used as a means to
resolve any Deadlock.  This Section 15.12(d) shall not be deemed to constitute a
waiver or limitation of the rights of any party  resulting  from any Deadlock or
the remedies  available  for the violation of the rights of any party under this
Agreement or applicable law.

                  Section 15.13  Drafting.  .


                           No  presumption  shall operate in favor of or against
any  party  in  the  construction  or  interpretation  of  this  Agreement  as a
consequence of a party's responsibility for drafting this Agreement.


                                       60
<PAGE>


                                   ARTICLE XVI

                              INITIAL EXPENDITURES


                  Section 16.1  Initial Expenditures.


                           The parties intend that each Member's initial capital
of $100.00 specified in Section 4.1 hereof shall be
expended, subject to the control and approval of the Board of Managers, in
furtherance of the following purposes of the Company:

                           (a)  Preliminary  Bid   Preparation.   Formulating  a
preliminary  bid for the  acquisition  of American  Technologies  Group,  Inc.'s
("ATG's")  Hanford,  Washington and Oak Ridge,  Tennessee,  waste  treatment and
disposal  facilities  within the Covered  Applications  of this  Agreement.  The
preliminary bid shall include,  but not be limited to, estimates,  schedules and
financing for an acquisition within the Covered Applications of this Agreement.

                           (b) Due Diligence of ATG. Performing due diligence on
the  proposed  acquisition  of  ATG's  facilities.  Each  of the  parties  shall
designate the  appropriate  employees  within their companies to perform the due
diligence  for the  Company.  Each party shall be  responsible  for the expenses
incurred by their respective employees in this due diligence effort.

                           1.  Any  related   investigation  and  due  diligence
                               activities  conducted  by the Parties  under this
                               effort will be  accomplished in a coordinated and
                               cooperative   manner.   Such  coordination  shall
                               include  but not be limited  to:  preparation  of
                               joint plans,  strategies and offering  documents,
                               coordination of visits with ATG Corporation staff
                               or the Trustee or Trustee's representatives,  and
                               sharing the results of such activities.

                           2.  In the event any Party  should be requested or is
                               presented the  opportunity to make  presentations
                               to, whether orally or by written  communications,
                               or have  discussions  with ATG staff, the Trustee
                               or the Trustee's representatives,  concerning the
                               opportunity   covered  by  this  Agreement,   the
                               content of the  presentation or discussion  shall
                               be made known to the other Party. Each Party will
                               support  such  presentations  or  discussions  as
                               requested by the other.

                                       61
<PAGE>

                           3.  In the  event  either  Party  does not  desire to
                               proceed  with the  investigation  or with the due
                               diligence  process  regarding the subject of this
                               effort,  then the other  Party is free to proceed
                               independently.  The  Non-Identifying  Party shall
                               treat all  relevant  information  concerning  the
                               business  opportunity  disclosed  to  it  by  the
                               Identifying  Party as proprietary  information of
                               the Identifying Party subject to the requirements
                               of Confidentiality (Section 14.2) herein.

                           4.  Each Party will work with the other in good faith
                               to maximize the results of any investigations and
                               the due  diligence  process  in order to draw the
                               best  conclusions  and  make  the  most  informed
                               decisions  regarding  the subject of this effort.
                               This  requirement   includes  the  furnishing  of
                               qualified  personnel  for  sufficient  periods of
                               time  that  will  cooperate  together  under  the
                               performance of this effort.

                           5.  The Parties will furnish,  for  consideration and
                               incorporation  into any documents relevant to the
                               subject of this effort, all material pertinent to
                               the work assigned to each Party,  including  cost
                               and/or pricing data, as appropriate.

                           6.  Arrangements will be negotiated on a case-by-case
                               basis between the Parties regarding costs, risks,
                               and liabilities incurred.

                           7.  The  Parties  will  both  concur  to the form and
                               content of all  documents  prepared and submitted
                               to  the  Trustee  or  Trustee's   representatives
                               related to the subject of this effort.



                                       62
<PAGE>

                           8.  Since the due diligence  process will require the
                               full  cooperation  of the  Parties,  the  Parties
                               agree that they will not actively  participate in
                               efforts that are  competitive  to this effort nor
                               compete independently for the opportunity that is
                               the  subject  matter of this  effort  during  the
                               duration of this effort.










                  [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]













                                       63
<PAGE>


                                 SIGNATURE PAGE



                           IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above stated.



                                       MEMBERS:

                                       COMMODORE GOVERNMENT

                                       ENVIRONMENTAL TECHNOLOGIES, INC.



                                       By:       _______________________________


                                                Name: Shelby T. Brewer


                                                Title:   Chairman & CEO




                                       TECHNICAL RESOURCES INTERNATIONAL, INC.



                                       By:       _______________________________



                                                Name: Douglas C. Timmins


                                                Title:   President

                                       64
<PAGE>

                                    EXHIBIT A


                              Covered Applications




                  1.  Proposed  acquisition  of  ATG's  Facilities  in  Hanford,
                      Washington and Oak Ridge, Tennessee

                  2.  Uranium Chips Processing in Hanford, Washington

                  3.  FFTF Sodium Neutralization in Hanford, Washington

                  4.  PCB Sludge Clean-up in Hanford, Washington
















                                       65