Exhibit 10.2


                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC




                   AMENDED AND RESTATED OPERATING AGREEMENT
                                       OF

                                   COBASYS LLC

                          Dated as of December 2, 2004

                                 By and Between

                     ChevronTexaco Technology Ventures, LLC

                                       And

                          Ovonic Battery Company, Inc.





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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC


                            TABLE OF CONTENTS

 ARTICLE 1 SUBJECT MATTER, DEFINITIONS AND RULES OF CONSTRUCTION..............1

      Section 1.1    Subject Matter...........................................1
      Section 1.2    Definitions..............................................1
      Section 1.3    Other Definitions.......................................11
      Section 1.4    Rules of Construction...................................12


 ARTICLE 2 CONTINUATION AND OPERATIONS.......................................13

      Section 2.1    Company.................................................13
      Section 2.2    Place of Business.......................................13
      Section 2.3    Purpose.................................................13
      Section 2.4    Operations..............................................13
      Section 2.5    Reduced Funding.........................................14
      Section 2.6    Valuation Procedures....................................14
      Section 2.7    Deadlock................................................15


 ARTICLE 3 CAPITAL STRUCTURE.................................................18

      Section 3.1    Members' Capital Contributions and Percentage Interests.18
      Section 3.2    Funding Alternatives....................................19
      Section 3.3    Additional Capital Contributions........................19
      Section 3.4    Payment of Capital Contributions........................19
      Section 3.5    Option to Purchase Preferred Interest...................20
      Section 3.6    Member Loans; Preferred Interests.......................20
      Section 3.7    Capital Accounts........................................22
      Section 3.8    Capital Account Adjustments.............................22
      Section 3.9    Return of Capital.......................................23


 ARTICLE 4 ALLOCATIONS AND DISTRIBUTIONS.....................................24

      Section 4.1    Distributions...........................................24
      Section 4.2    Profits, Losses and Distributive Shares of Tax Items....24
      Section 4.3    Compliance with Code....................................28
      Section 4.4    Allocations upon Disposition of Interest................28
      Section 4.5    Tax Matters.............................................28


 ARTICLE 5 MANAGEMENT........................................................30

      Section 5.1    Management of the Business of the Company...............30
      Section 5.2    The Management Committee................................30
      Section 5.3    Power and Authority of the Management Committee.........31
      Section 5.4    Matters Requiring Unanimous Vote of the Management
                     Committee...............................................33
      Section 5.5    Meetings of Management Committee/Conduct of Business....35

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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC


      Section 5.6    Remuneration of Management Committee....................36
      Section 5.7    Officers of the Company; President......................36
      Section 5.8    Authority and Duties of Officers; Standing Delegation
                     of Authority............................................36


 ARTICLE 6 INDEMNIFICATION...................................................36

      Section 6.1    Exculpation.............................................36
      Section 6.2    Indemnification.........................................36
      Section 6.3    Liability for Debts of the Company; Limited Liability...37
      Section 6.4    Company Expenses........................................38


 ARTICLE 7 TRANSFER OF INTERESTS.............................................38

      Section 7.1    Restrictions on Transfer................................38
      Section 7.2    Change of Control.......................................40
      Section 7.3    Waiver of Partition.....................................41
      Section 7.4    Covenant Not to Withdraw or Dissolve....................41
      Section 7.5    Substituted Members.....................................41
      Section 7.6    Deliveries..............................................42
      Section 7.7    Approvals...............................................42
      Section 7.8    Liquidated Damages......................................42


 ARTICLE 8 DEFAULT...........................................................42

      Section 8.1    Default.................................................42
      Section 8.2    Options of Nondefaulting Member.........................44
      Section 8.3    No Limitation or Right of Set-Off.......................45
      Section 8.4    Security Interest.......................................45


 ARTICLE 9 DISSOLUTION.......................................................48

      Section 9.1    Dissolution.............................................48
      Section 9.2    Winding Up..............................................48
      Section 9.3    Distributions upon Liquidation..........................49
      Section 9.4    Claims of the Members...................................49
      Section 9.5    Rights and Obligations of Members.......................50


 ARTICLE 10 FINANCIAL MATTERS................................................50

      Section 10.1   Books and Records.......................................50
      Section 10.2   Financial Reports.......................................50
      Section 10.3   Company Funds...........................................50


 ARTICLE 11 MISCELLANEOUS....................................................51

      Section 11.1   Notices.................................................51
      Section 11.2   Modification............................................52
      Section 11.3   Governing Law...........................................52

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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC


      Section 11.4   Assignment, Binding Effect..............................52
      Section 11.5   No Third Party Rights...................................52
      Section 11.6   Counterparts............................................52
      Section 11.7   Invalidity .............................................52
      Section 11.8   Entire Agreement........................................52
      Section 11.9   Expenses................................................53
      Section 11.10  Waiver..................................................53
      Section 11.11  Dispute Resolution......................................53
      Section 11.12  Disclosure..............................................53
      Section 11.13  Non-Compete.............................................53
      Section 11.14  Further Assurances......................................55
      Section 11.15  Press Releases..........................................55
      Section 11.16  CTTV Non-Assertion......................................55
      Section 11.17  ECD/OBC Non-Assertion...................................55



                                       - iii -
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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC



                                    EXHIBITS
                                    --------

      A.    Budget Protocol
      B.    Dispute Resolution Procedure
      C.    Reduced Funding Guidelines




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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC


                   AMENDED AND RESTATED OPERATING AGREEMENT

      AMENDED AND RESTATED OPERATING AGREEMENT ("Agreement"), dated and
effective December 2 2004, by and between ChevronTexaco Technology Ventures LLC,
successor to Texaco Energy Systems Inc. ("CTTV"), a Delaware limited liability
company, having an office at 1111 Bagby, Houston, Texas 77002, and Ovonic
Battery Company, Inc. ("OBC"), a Delaware corporation, having an office at 1707
Northwood, Troy, Michigan 48084.

      WHEREAS, CTTV and OBC are parties to that certain Amended and Restated
Operating Agreement of Texaco Ovonic Battery Systems LLC dated as of July 17,
2001 (the "Prior Operating Agreement");

      WHEREAS, CTTV and OBC desire to amend and restate the Prior Operating
Agreement as set forth herein;

      WHEREAS, concurrent with the execution of this Agreement, OBC has granted
the Company (as hereinafter defined) a royalty-free, worldwide, exclusive
license to certain technology owned by ECD (as hereinafter defined) and OBC
related to nickel metal hydride batteries ("ECD/OBC Technology"), which grant
extends the Company's preexisting license rights in ECD/OBC Technology to a
number of new fields and limits ECD's and OBC's rights in ECD/OBC Technology to
other specifically identified fields, such exclusive license being subject to
all preexisting agreements ECD and OBC have with other entities regarding
ECD/OBC Technology; and

      WHEREAS, concurrent with the execution of this Agreement, the Company has
granted to CTTV a security interest in all of its general intangibles and
substantially all of its intellectual property assets to secure OBC's
performance of its obligations hereunder;

      NOW, THEREFORE, in consideration of the covenants and agreements set forth
in this Agreement, the parties agree as follows:


                                  ARTICLE 1

             SUBJECT MATTER, DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1.  Subject Matter. This Agreement sets forth the terms and conditions
              --------------
upon which the parties shall operate the Company.

Section 1.2.  Definitions.  For purposes of this  Agreement,  including the
              -----------
Exhibits hereto,  except as otherwise  expressly  provided or unless the context
otherwise  requires,  the terms  defined  in this  Section  1.2  shall  have the
meanings herein assigned to them and the capitalized  terms defined elsewhere in
this Agreement, by inclusion in quotation marks and parentheses,  shall have the
meanings so ascribed to them.

            "Acceptable Transferee" means a Person proposed by the Selling
             ---------------------
      Member in accordance with Section 7.1(c) and either accepted or not
      objected to by the Offeree


                                       - 1 -
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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      Member within the time period set forth in such Section.

            "Adjusted Capital Account" means, with respect to any Member, such
             ------------------------
      Member's Capital Account as of the end of any relevant date after giving
      effect to the following adjustments:

                (i)  Credit to such Capital Account any amounts which such
            Member is deemed to be obligated to restore pursuant to Treasury
            Regulations Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and
            1.704-2(i)(5); and

                (ii) Debit to such Capital Account the items described in
            Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

            "Adjusted Capital Account Deficit" means, with respect to any
             --------------------------------
      Member, the deficit balance, if any, in that Member's Adjusted Capital
      Account.

            "Administrator" means the director of the Michigan Department of
             -------------
      Consumer and Industry Services, or such other person or agency as shall
      be provided for in the Michigan Act for the filing of articles of
      organization and other documents relating to the organization and
      continuation of limited liability companies in Michigan.

            "Affiliate" means with respect to any specified Person, any other
             ---------
      Person directly or indirectly controlling or controlled by or under direct
      or indirect common control with such specified Person. For the purposes of
      this definition, "control" means the ownership, directly or indirectly, of
      more than 50% of the Voting Securities, of such Person; and the terms
      "controlling" and "controlled" have meanings correlative to the foregoing.

            "Annual Budget" means the budget for operating expenses and capital
             -------------
      expenditures of the Company for any Fiscal Year prepared in accordance
      with the Budget Protocol.

            "Annual Operating Plan" means the detailed written description of
             ---------------------
      the Company's Objectives for a Fiscal Year and the actions the Company
      intends to take in furtherance of such Objectives.

            "Approved Annual Budget" means an Annual Budget approved by the
             ----------------------
      Management Committee or the Members in accordance with this Agreement.

            "Articles" means the Articles of Organization of the Company, as
             --------
      amended or amended and restated from time to time, filed in the office of
      the Administrator in accordance with the Michigan Act.

            "Associated Agreements" means the Technology Agreement, the
             ----------------------
      Confidentiality Agreement and the Articles.

            "Available Funds" means Company cash on hand, as of the date of
             ---------------
      computation, including (without limitation) cash derived from any one or
      more of the following sources: (i) the Capital Contributions of the
      Members made pursuant to the terms of this Agreement, (ii) the proceeds of
      any Disposition of all or any portion of the assets of the Company,


                                       - 2 -
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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      including any insurance proceeds, (iii) any distributions (including
      liquidating distributions) received from any Person in which the Company
      holds an interest, and (iv) all Company operating income.

            "Bankruptcy" means (i) the filing of any petition or the
             ----------
      commencement of any suit or proceeding by an individual or entity pursuant
      to Bankruptcy Law seeking an order for relief, liquidation, reorganization
      or protection from creditors, (ii) the entry of an order for relief
      against an individual or entity pursuant to Bankruptcy Law or (iii) the
      appointment of a receiver, trustee or custodian for a substantial portion
      of the individual's or entity's assets or property, provided such order
      for relief, liquidation, reorganization or protection from creditors is
      not dismissed within sixty (60) days after such appointment of a receiver,
      trustee or custodian.

            "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or
             --------------
      state law for the relief of debtors.

            "Battery Business" means the research, development, manufacturing,
             ----------------
      marketing and servicing of COBASYS Licensed Products and Ovonic Materials
      for use in COBASYS Licensed Products (as such terms are defined in the
      Technology Agreement).

            "Beneficial Ownership" shall have the meaning set forth in
             --------------------
      Regulation 13D under the Exchange Act, and derivative terms such as
      "Beneficially Own" shall be given corresponding meanings.

            "Book Value" means, with respect to any asset, the asset's adjusted
             ----------
      basis for federal income tax purposes, except (i) the initial Book Value
      of any asset contributed by a Member to the Company shall be the fair
      market value of such asset, as determined by the Management Committee;
      (ii) the Book Value of all Company assets shall be adjusted in the event
      of a revaluation as provided in Section 3.8(d) as determined by the
      Management Committee; (iii) the Book Value of any Company asset
      distributed to any Member shall be the fair market value of such asset on
      the date of distribution as determined by the Management Committee; and
      (iv) such Book Value shall be adjusted by the Depreciation taken into
      account with respect to such asset for purposes of computing Profits and
      Losses.

            "Business Day" means any day other than a Saturday, Sunday or other
             ------------
      day on which banks in the State of New York are permitted or required to
      close.

            "Buyout Closing" means the consummation of any purchase and sale of
             --------------
      a Member's Interest pursuant to Section 2.7.

            "Capital Contribution" means, with respect to any Member, the amount
             --------------------
      of capital contributed by such Member to the Company in accordance with
      Article 3 of this Agreement.

            "Change of Control" means the occurrence of any of the following at
             -----------------
      any time after the date hereof:


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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

                (i)  in the case of the OBC  Member,  (A) any  Person or "Group"
            (within the meaning of Regulation 13D under the Exchange Act) of
            Persons shall have become the  Beneficial Owner, directly or
            indirectly, of more than Fifty Percent (50%) of the then outstanding
            Voting Securities of ECD or OBC, or (B) the Board of Directors of
            ECD shall approve the sale of all or substantially all the assets of
            ECD to any third party or third parties in a transaction or a
            series of related transactions; and

                (ii) in the case of a ChevronTexaco Member, (A) any Person or
            "Group" (within the meaning of Regulation 13D under the Exchange
            Act) of Persons shall have become the Beneficial Owner of more than
            Fifty Percent (50%) of the then outstanding Voting Securities of
            ChevronTexaco Corporation, or (B) the Board of Directors of
            ChevronTexaco Corporation shall approve the sale of all or
            substantially all the assets of ChevronTexaco Corporation to
            any third party or third parties in a transaction or a series of
            related transactions.

            "ChevronTexaco Group Entity" means, at any time, ChevronTexaco
             --------------------------
      Corporation and each Subsidiary of ChevronTexaco Corporation of which
      ChevronTexaco Corporation, directly or indirectly through Subsidiaries,
      Beneficially Owns 100% of the outstanding Voting Securities (other than
      nominee shares) at such time.

            "ChevronTexaco Member" means any Member that is a ChevronTexaco
             --------------------
      Group Entity.

            "Code" means the Internal Revenue Code of 1986, as amended.
             ----

            "Collateral" means (i) any and all Interest in the Company owned by
             ----------
      OBC, whether now or hereafter acquired, as such Interest is defined in
      this Agreement (the "Pledged Interest"), (ii) all certificates and
      instruments, if any, representing or evidencing the Pledged Interest,
      (iii) any and all rights, powers, remedies and privileges of OBC under
      this Agreement, (iv) any and all rights, powers, remedies and privileges
      of OBC as a member of the Company, including all voting, management and
      other rights under this Agreement and applicable law, (v) all of OBC's
      rights to receive its share of profits, income, capital distributions and
      surplus from the Company, whether in the form of cash, properties or other
      assets, and whether upon a sale or refinancing of any of the Company's
      assets, in the ordinary course of business, upon dissolution and
      liquidation or otherwise, (vi) any and all proceeds and products of any of
      the foregoing, whether now held and existing or hereafter acquired or
      arising, including any and all cash, securities, instruments and other
      property from time to time paid, payable or otherwise distributed in
      respect of or in exchange for any or all of the foregoing (collectively,
      the "Proceeds") and (vii) all of OBC's right, title and interest in
      general intangibles, whether now owned or hereafter acquired (including,
      without limitation all patents, patent applications and any unpatented
      developments and inventions and all rights corresponding thereto
      throughout the world, including without limitation all patents and patent
      applications; all trademarks, service marks, logos, trade names, trade
      dress, and all United States, state and/or foreign applications for
      registration and registrations thereof, and all property of OBC necessary
      to produce any products sold under any of the above; all copyrights and
      copyrighted works and all derivative works,


                                       - 4 -
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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      modifications and improvements thereof, and all United States and/or
      foreign applications for registration and registrations thereof; all
      computer software programs and all modifications, improvements and
      derivative works thereof, all personal property, including but not
      limited to source codes, object codes or similar information, which is
      necessary to the practical utilization of such programs and all tangible
      property of OBC embodying or incorporating any such programs; all trade
      secrets, proprietary information, customer lists, instructional materials,
      working drawings, manufacturing techniques, process. technology
      documentation, and product formulations; and all renewals, modifications,
      amendments, re-issues, divisions, continuations in whole or part, and
      extensions of any such Collateral), which general intangibles are owned by
      OBC or which OBC has a right to use or OBC is permitted to use and which
      the Company has a right to use or is permitted to use. "Proceeds" shall
      include (x) any options, warrants, membership interests, other securities
      or other property issued or delivered by the issuer of or obligor on any
      Collateral as a dividend or distribution in connection with any
      reclassification, increase or reduction of capital issued or delivered in
      connection with any merger or other reorganization and (y) any property
      received upon the liquidation or dissolution of any issuer of or obligor
      on any Collateral or upon or in respect of any distribution of capital.

            "Company" means COBASYS LLC, a limited liability company formed
             -------
      under the Michigan Act.

            "Company Technology Assets" means all technology owned by the
             -------------------------
      Company including, Foreground Technology, OBC Licensed Technology, Texaco
      Technology and/or Texaco Improvement Technology whether acquired by the
      Company through assignment, transfer, license and /or sublicense as of the
      time of any calculation of Default Purchase Price, Fair Market Value or
      Distributions upon Liquidation.

            "Confidentiality Agreement" means the Confidentiality Agreement
             -------------------------
      dated as of July 17, 2001 among CTTV, OBC and the Company.

            "Default Purchase Price" means:
             ----------------------

                (i)   80% of the Fair Market Value of the Company,

                (ii)  minus the Fair Market Value of the Company Technology
            Assets, if any, to be transferred to Defaulting Member pursuant to
            Section 4.2 of the Technology Agreement,

                (iii) multiplied by the Defaulting Member's Percentage Interest,
            multiplied by the percentage of the Defaulting Member's Interest
            that the Default Purchaser wishes to purchase;

                (iv) plus, if the Defaulting Member has a Preferred Interest,
            the Preferred Interest Amount with respect to the Preferred Interest
            held by such Member;

      provided that the Default Purchase Price shall in no case be less than
      zero.

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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

            "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 year or other
      period, except that if the Book Value of an asset differs from its
      adjusted basis for federal income tax purposes at the beginning of such
      year or other period (as a result of property contributions or adjustments
      to such values), Depreciation shall be adjusted as necessary so as to be
      an amount which bears the same ratio to such beginning Book Value as the
      federal income tax depreciation, amortization, or other cost recovery
      deduction for such year or other period bears to such beginning adjusted
      tax basis; provided, however, that if the federal income tax depreciation,
      amortization, or other cost recovery deduction for such year or other
      period is zero, Depreciation for such year or other period shall be
      determined with reference to such beginning Book Value using any
      reasonable method selected by the Management Committee.

            "Disbursement and Commitment Schedule" means a schedule of required
             ------------------------------------
      disbursements and commitments for expenditures for a calendar quarter
      approved by the Management Committee.

            "Disposition", "Disposing", "Dispose" or "Disposed" means, with
             -----------    ---------    -------      --------
      respect to any asset (including Members' Interests or any portion
      thereof), a sale, assignment, transfer, conveyance, gift, exchange or
      other disposition of such asset.

            "Distributable Cash Flow" means any Available Funds after (i) paying
             -----------------------
      the ordinary and necessary expenses of the Company, (ii) paying any debts
      or liabilities of the Company to the extent required under any agreement
      with any lender or creditor (including any Member, but not including any
      amounts payable in respect of the Preferred Interest(s) outstanding, if
      any) and (iii) establishing reserves to meet current or reasonably
      expected obligations of the Company as the Management Committee determines
      in its sole discretion.

            "ECD"  means   Energy   Conversion   Devices,   Inc.,  a  Delaware
             ---
      corporation.

            "Exchange Act" means the Securities Exchange Act of 1934.
             ------------

            "Fair Market Value" means, as of any determination time, (i) with
             -----------------
      respect to the Company as a whole, the price at which a willing seller
      under no compulsion to sell would sell, and a willing buyer under no
      compulsion to purchase would purchase, 100% of the Interests in the
      Company, but before giving effect to any transfer of Company Technology
      Assets pursuant to Section 4.2 of the Technology Agreement (subject to all
      indebtedness, liabilities and other obligations of the Company outstanding
      at such time; provided that for such purposes the aggregate Preferred
      Interest Amount(s) shall be treated as indebtedness of the Company), and
      (ii) with respect to any individual asset, the price at which a willing
      seller under no compulsion to sell would sell, and a willing buyer under
      no compulsion to purchase would purchase, such asset (or the relevant
      portions of such rights). Any determination of Fair Market Value under
      this Agreement shall be made as set forth in Section 2.6.

            "Fiscal Year" means (i) the period of time commencing as of July 1,
             -----------
      2004 and

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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      ending on December 31, 2004, in the case of the current Fiscal Year of
      the Company, and (ii) any subsequent calendar year.

            "GAAP" means generally accepted accounting principles in the United
             ----
      States, consistently applied.

            "Governmental Body" means a government organization, subdivision,
             -----------------
      agency or authority thereof, whether foreign or domestic.

            "Independent Director" means an independent director within the
             --------------------
      meaning of Nasdaq Marketplace Rule 4200, and any successor rule.

            "Interest" means the rights of a Member in the Company (which shall
             --------
      be considered intangible personal property for all purposes) consisting of
      (i) such Member's interest in profits, losses, allocations and
      distributions as set forth in this Agreement, (ii) such Member's right to
      vote or grant or withhold consents with respect to Company matters as
      provided herein or in the Michigan Act, and (iii) such Member's other
      rights and privileges as provided herein or by the Michigan Act.

            "Laws" means all applicable statutes, laws, rules, regulations,
             ----
      orders, ordinances, judgments and decrees of any Governmental Body,
      including the common or civil law of any Governmental Body.

            "Lien" shall mean any lien, encumbrance, security interest, charge,
             ----
      mortgage, option, pledge or restriction on transfer of any nature
      whatsoever.

            "Losses" shall mean any and all damages, losses, deficiencies,
             ------
      liabilities, taxes, obligations, penalties, judgments, settlements,
      claims, payments, fines, interest, costs and expenses (including, without
      limitation, the costs and expenses of any and all Proceedings and
      demands, assessments, judgments, settlements and compromises relating
      thereto and the costs and expenses of attorneys', accountants',
      consultants' and other professionals' fees and expenses incurred in the
      investigation or defense thereof or the enforcement of rights hereunder),
      but excluding consequential damages and punitive damages (other than such
      damages awarded to any third party against an Indemnitee).

            "Management Committee" means the committee comprised of the
             --------------------
      individuals designated as representatives by the Members pursuant to
      Section 5.2 hereof and all other individuals who may from time to time be
      duly elected or appointed to serve as representatives on the Management
      Committee in accordance with the provisions hereof, in each case so long
      as such individual shall continue in office in accordance with the terms
      hereof.

            "Material Adverse Effect" means an event or non-event which can
             -----------------------
      reasonably be expected to result in a material adverse effect on the
      business, assets, properties, condition (financial or otherwise), results
      of operations, prospects or customer or supplier relationships of the
      Company within the agreed scope of the Company's business. For purposes of
      the foregoing sentence, an event or non-event shall be deemed to have such
      a


                                       - 7 -
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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      material adverse effect if (but only if) it has a reasonably estimable
      present value in excess of the greater of (i) ten percent (10%) of the
      Company's fair market value as a going concern, estimated in good faith
      (without any requirement of any determination pursuant to Section 2.6 of
      this Agreement) (provided that the aggregate Preferred Interest Amount(s)
      shall be treated as indebtedness of the Company in any such estimate of
      fair market value) or (ii) ten percent (10%) of the Company's gross
      revenues or assets as reported on the Company's most recent financial
      statements.

            "Maturity Date" means the date that is the tenth (10th) anniversary
             -------------
      from the date that CTTV makes its first Capital Contribution in respect of
      its Preferred Interest.

            "Members" means CTTV, OBC and such other Persons who are admitted as
             -------
      Members pursuant to this Agreement.

            "Member Nonrecourse Debt" means any nonrecourse debt of the Company
             -----------------------
      for which any Member bears the economic risk of loss.

            "Member Nonrecourse Debt Minimum Gain" means, for each Member, the
             ------------------------------------
      amount of Minimum Gain for the Fiscal Year or other period attributable to
      such Member's "partner nonrecourse debt," determined in accordance with
      Treasury Regulations Section 1.704-2(i)(2).

            "Michigan Act" means the Michigan Limited Liability Company Act,
             ------------
      P.A. 1993, No. 23, as amended from time to time.

            "Minimum Gain" means, with respect to all nonrecourse liabilities of
             ------------
      the Company, the minimum amount of gain that would be realized by the
      Company if the Company Disposed of the Company property subject to such
      liability in full satisfaction thereof computed in accordance with
      Treasury Regulations Section 1.704-2(d).

            "Minimum Gain Share" means, for each Member, such Member's share of
             ------------------
      Minimum Gain for the Fiscal Year (after taking into account any decrease
      in Minimum Gain for such year), such share to be determined under Treasury
      Regulations Section 1.704-2(g).

            "Nonrecourse Deductions" means, for each Fiscal Year or other
             ----------------------
      period, an amount of Company deductions that are characterized as
      "nonrecourse deductions" under Treasury Regulations Section 1.704-2(c).

            "Objectives" means business objectives (each of which shall include
             ----------
      a scheduled completion date) by which the Company's performance will be
      measured, as shall be included in Annual Operating Plans or as otherwise
      approved by the Management Committee from time to time.

            "OBC Group Entity" means, at any time, Energy Conversion Devices,
             ----------------
      Inc. ("ECD") and each Subsidiary of ECD (including OBC) of which ECD,
      directly or indirectly through Subsidiaries, Beneficially Owns 100% (or,
      with respect to OBC, at least 91%) of the


                                       - 8 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      outstanding Voting Securities (other than nominee shares) at such time.

            "OBC Member" means any Member that is an OBC Group Entity.
             ----------

            "Percentage Interest" means, for each Member as of the date hereof,
             -------------------
      the percentage set forth opposite such Member's name in Section 3.1(b), as
      such may be adjusted from time to time pursuant to the provisions of this
      Agreement.

            "Person" means any individual, corporation, partnership, joint
             ------
      venture, association, joint stock company, limited liability company,
      trust, estate, unincorporated organization or Governmental Body.

            "Preferred Adjusted Capital" means, with respect to the Preferred
             --------------------------
      Interest(s) outstanding, if any, the Capital Contribution made in exchange
      for or on account of such interest, reduced by the amount of all
      Distributions made in respect of such Preferred Interest (or portion
      thereof) under Section 4.1(b)(ii).

            "Preferred Capital Contribution" means, with respect to the
             ------------------------------
      Preferred Interest, the Capital Contribution made in consideration of such
      Interest pursuant to the terms hereof.

            "Preferred Interest" means an Interest in the Company issued
             ------------------
      pursuant to Section 3.2 and having the terms set forth herein.

            "Preferred Interest Amount" means the amount of any outstanding
             -------------------------
      Preferred Interest, together with all accrued and unpaid distributions
      thereon (determined as if the Company had sufficient Profits for all
      periods to enable distributions under Section 4.1(b) to be made in full
      with respect to the Preferred Return and Preferred Adjusted Capital).

            "Preferred Member" means any Member that is the Holder of a
             ----------------
      Preferred Interest.

            "Preferred Return" means as of a given date, with respect to the
             ----------------
      Preferred Interest(s) outstanding, if any, the amount accruing daily for
      each fiscal year from and after the date of the first issuance of such
      Preferred Interest, at the rate per annum equal to the Prime Rate plus
      2.0% (subject to adjustment pursuant to Section 3.6(b)(ii)), compounded
      monthly, on (a) the Preferred Adjusted Capital of such interest (or
      portion thereof) and (b) Unpaid Preferred Return on such interest (or
      portion thereof) as of such date.

            "Prime Rate" means the corporate base rate per annum in effect as
             ----------
      published by Citibank, N.A. from time to time for domestic unsecured
      commercial loans.

            "Prior Operating Agreement" means that certain Amended and Restated
             -------------------------
      Operating Agreement of Texaco Ovonic Battery Systems LLC (f/k/a GM Ovonic
      L.L.C.) dated as of July 17, 2001 by and between CTTV and OBC, as
      originally executed.

            "Proceeding" means any action, claim, suit, arbitration, subpoena,
             ----------
      discovery request, proceeding or investigation by or before any court or
      grand jury, any Governmental Body or arbitration tribunal.


                                       - 9 -
<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

            "Profits" and "Losses" means, for purposes of Article 4, an amount
             -------       ------
      equal to the Company's taxable income or loss for each Fiscal Year or
      other 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:

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

                (ii)  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 Regulations Section 1.704-1(b)(2)(iv)(i), and
            not otherwise taken into account in computing Profits or Losses
            pursuant to this definition, shall be subtracted from such taxable
            income or loss;

                (iii) Gain or loss resulting from any Disposition of Company
            property with respect to which gain or loss is recognized for
            federal income tax purposes shall be computed by reference to the
            Book Value of the property Disposed of, notwithstanding that the
            adjusted tax basis of such property differs from such Book Value;

                (iv)  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, computed in accordance with the
            definition of "Depreciation" herein; and

                (v)   Notwithstanding any other provision of this definition,
            any items which are specifically allocated pursuant to Section
            4.2(c) shall not be taken into account in computing Profits or
            Losses.

            "Subsidiary" means, with respect to any Person, any other Person of
             ----------
      which a majority of the Voting Securities are at the time directly or
      indirectly owned by such Person.

            "Technology Agreement" means the Amended and Restated Intellectual
             --------------------
      Property License Agreement dated as of the date hereof among OBC, CTTV and
      the Company.

            "Transfer" means any sale, transfer, exchange, assignment or other
             --------
      disposition, by operation of law or otherwise.

            "Treasury Regulations" means the Treasury Regulations promulgated
             --------------------
      under the Code, as from time to time in effect.

            "Unallocated Preferred Return" means with respect to the Preferred
             ----------------------------
      Interest(s), if any, outstanding as of the determination date, an amount
      equal to the excess, if any, of (i) the Preferred Return accruing on such
      interest(s) (or portion thereof) for all periods over


                                       - 10 -
<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      (ii) the cumulative allocations made under Section 4.2(a)(ii) on such
      interest(s) (or portion thereof) for all periods.

            "Unanimous Approval" means a unanimous vote approving an action by
             ------------------
      the Members then entitled to vote with respect to such action.

            "Uniform Commercial Code" means the Uniform Commercial Code as in
             -----------------------
      effect in the State of Michigan from time to time.

            "Unpaid Preferred Return" means with respect to the Preferred
             -----------------------
      Interest(s), if any, outstanding as of the determination date, an amount
      equal to the excess, if any, of (i) the cumulative allocations made in
      respect of such interest (or portion thereof) under Section 4.2(a)(ii) for
      all periods, over (ii) the aggregate amount of prior distributions made in
      respect of such interest (or portion thereof) by the Company under Section
      4.1(b)(i) for all periods.

            "Voting Securities" means any Person's securities or other ownership
             -----------------
      interests which have ordinary voting power under ordinary circumstances
      for the election of directors (or the equivalent) of such Person.

Section 1.3  Other Definitions.  The following terms have the meanings ascribed
             -----------------
to them in the Sections noted:

            "Accepting Member"                        2.7
            "Agreement"                               Opening Paragraph
            "Appraisers"                              2.6
            "Authorized Person"                       6.1
            "Capital Account"                         3.7
            "Change Price"                            7.2
            "Changed Member"                          7.2
            "Common Adjusted Capital Account          4.2(b)(i)
            "Deadlock"                                2.7
            "Deadlock Event"                          2.7
            "Deadlock Notice"                         2.7
            "Deadlock Price"                          2.7
            "Default"                                 8.1
            "Default Purchase"                        8.2
            "Default Purchaser"                       8.2
            "Defaulting Member"                       8.1
            "Designated Valuation"                    2.7
            "Dissolution Event"                       9.1
            "Effective Time"                          Article 12
            "Electing Member"                         2.7
            "Event of Default"                        8.1(c)
            "First Appraiser"                         2.6
            "IB Firm"                                 2.6
            "Indemnitee"                              6.2


                                       - 11 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

            "Liquidation Event"                       3.6(b)(iv)
            "Loan Account"                            3.6
            "Nondefaulting Member"                    8.1
            "Offeree Member"                          7.1(c)
            "Offeree Member's Acceptance Notice"      7.1(c)
            "Offeree Member Response Date"            7.1(c)
            "Original Funding Amount"                 3.1(a)
            "Preferred Entitlement Commitment"        4.2(c)(xi)
            "Pro Rata Allocation"                     4.2(c)(xi)
            "Regulatory Allocations"                  4.2(a)
            "Remaining Funding Commitment"            3.1(a)
            "Sale Materials"                          7.1(c)
            "Second Appraiser"                        2.6
            "Secretary"                               5.5(b)
            "Selling Member"                          7.1(c)
            "Selling Member's Offer Notice"           7.1(c)
            "September Number"                        3.1(a)
            "Tax Matters Member"                      4.5(a)
            "Tax Return"                              4.5(b)
            "Third Appraiser"                         2.6
            "Traditional Method"                      4.2(d)(ii)
            "Unchanged Member"                        7.2

Section 1.4  Rules of Construction.  For purposes of this Agreement,  including
             ---------------------
the Exhibits hereto:

      (a)   General.  Unless the context otherwise requires, (i) "or" is not
            -------
      exclusive;  (ii) an  accounting  term  not  otherwise  defined  has  the
      meaning  assigned  to it in  accordance  with GAAP;  (iii) words  in the
      singular  include  the  plural  and  words  in the  plural  include  the
      singular;  (iv) words in the masculine include the feminine and words in
      the  feminine  include the  masculine;  (v) any date  specified  for any
      action  that is not a  Business  Day  shall be deemed to be the  first
      Business Day after such date;  (vi) the words "include", "includes" and
      "including" shall be deemed to be followed by the phrase "without
      limitation"; (vii) the words "hereof," "herein" and "hereunder" and words
      of similar import shall refer to this Agreement as a whole and not to any
      particular provision of this Agreement; and (vii) a reference to a Party
      includes its successors and assigns.

      (b)   Articles, Parts and Sections.  References in this Agreement to
            ----------------------------
      Articles; Parts, Sections or other subdivisions are unless otherwise
      specified, to corresponding Articles, Parts, Sections or other
      subdivisions of this Agreement. Neither the captions to Articles, Parts,
      Sections or other subdivisions of this Agreement or the section headings
      of this Section 1.4, nor any Table of Contents shall be deemed to be a
      part of this Agreement or this Section 1.4.

      (c)   Exhibits and Schedules.  The Exhibits and Schedules to this
            ----------------------
      Agreement form part of this Agreement and shall have the same force and
      effect as if set out in the body of this Agreement. References to this
      Agreement include the attachments thereto and


                                       - 12 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      all Exhibits and Schedules incorporated therein. All references in this
      Agreement to Exhibits and Schedules refer to Exhibits and Schedules to
      this Agreement, unless expressly provided otherwise.

      (d)   Other Agreements.  References herein to any agreement or other
            ----------------
      instrument shall, unless the context otherwise requires (or the definition
      thereof otherwise specifies), be deemed references to such agreement or
      other instrument as it may from time to time be changed, amended or
      extended.

      (e)   Certain Terms.  The words "best efforts" shall mean the use of
            -------------
      reasonable best efforts conducted in good  faith in a commercially
      reasonable manner.  Whenever any Person is permitted or required to
      make a decision or act in its "sole discretion" or "discretion" or
      under a grant of similar authority or latitude, such Person shall be
      entitled to consider only such interest and factors as it desires,
      including its own interest, and shall not be subject to any other or
      different standard imposed by the relevant agreement or by relevant
      provisions of law or in equity or otherwise.  Whenever any Person is
      permitted or required to make a decision or act in its "good faith,"
      such Person shall act under such standard and shall not be subject to
      any other or different standard imposed by the relevant agreement or by
      relevant provisions of law or in equity or otherwise.


                                     ARTICLE 2

                           CONTINUATION AND OPERATIONS

Section 2.1  Company.  Subject to the terms and conditions of this Agreement,
             -------
the Members shall continue and jointly operate the Company, a limited liability
company organized pursuant to the Michigan Act, which shall engage in the
business described herein.

Section 2.2  Place of Business.  The principal place of business of the Company
             -----------------
shall be in Troy, Michigan or such other place as the Management Committee
may from time to time determine. The registered office of the Company in the
State of Michigan shall be 601 Abbott Road, East Lansing, Michigan 48823 and the
registered agent for service of process on the Company shall be CSC-Lawyers
Incorporating Service (Company), whose business address is the same as the
Company's registered office (or such other registered office and registered
agent as the Management Committee may from time to time select).

Section 2.3  Purpose.  The business and purposes of the Company shall be (i) to
             -------
carry on the Battery Business and (ii) to engage in such other business
activities that may be undertaken by a limited liability company under the
Michigan Act as the Members may from time to time determine by Unanimous
Approval.

Section 2.4  Operations.  The Company shall operate in accordance with an Annual
             ----------
Operating Plan and Annual Budget as described in and adopted pursuant to the
provisions of Exhibit A and Section 5.4(a) and Disbursement and Commitment
Schedules approved in accordance with Section 2.4(a) and Section 5.4(a).


                                       - 13 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      (a)   Quarterly Reviews.  Insofar as practicable, meetings of the
            -----------------
      Management Committee shall be held on dates that correspond to the
      completion dates for Objectives and in any event no less often than once
      every calendar quarter.  At such meetings, the Management Committee will
      review  progress to date and determine  whether any Objectives that were
      scheduled  to be completed  since its last meeting have been  satisfied,
      and determine whether to approve a Disbursement and Commitment  Schedule
      for the next succeeding calendar quarter.

      (b)   Review of Objectives.  For each Objective, the President shall
            --------------------
      promptly notify the Management Committee as to whether such Objective has
      been satisfied prior to its scheduled completion date as soon as the
      President has such information and in any event no later than 30 days
      following the scheduled completion date for such Objective.  If, within
      10 Business Days following receipt of such notification (or, if no such
      notification is given, within 10 Business Days following the applicable
      scheduled completion date), the Management Committee shall not have
      determined that the Company has met such Objective, the President shall,
      by no later than 45 days following the scheduled completion date for such
      Objective, submit to the Management Committee for approval a written
      recovery plan, including any proposed revisions to such Objective.  The
      Management Committee shall review such plan and the President shall
      consult with the Management Committee as requested.

Section 2.5  Reduced Funding.  The Company shall use diligent efforts to
             ---------------
minimize costs and expenditures, and all funding for the Company, including
funding approved pursuant to the then-current Disbursement and Commitment
Schedule, shall be subject to the Reduced Funding Guidelines set forth on
Exhibit C effective immediately upon the earlier of (i) the date on which the
Management Committee determines that the Company has not met such Objective, or
(ii) the expiration of the applicable period for making such determination under
Section 2.4(b) above. If (x) the Management Committee shall not have approved a
recovery plan within 28 days after its submission or (y) the President shall not
have submitted a recovery plan pursuant to Section 2.4(b) within 30 days
following the scheduled completion date for such Objective, the Members shall
follow the deadlock procedures set forth in Section 2.7 and reduced funding for
the Company shall continue as provided in this Section until such time as the
deadlock is resolved or a Buyout Closing occurs, which ever is earlier.

Section 2.6  Valuation Procedures.  Any determination of Fair Market Value under
             --------------------
this Agreement shall be made as follows:

      (a)   The Members will first seek to agree on such Fair Market Value.

      (b)   If the Members cannot agree on the Fair Market Value within 30 days
      of an event giving rise to the need to determine Fair Market Value, OBC
      will promptly select an independent investment banking firm (an "IB Firm")
      of recognized international standing (the "First Appraiser") and CTTV will
      select an IB Firm (the "Second Appraiser" and, together with the First
      Appraiser, the "Appraisers") to determine the Fair Market Value. The fees
      and expenses of each Appraiser will be borne by each of the Members that
      have retained such Appraiser.


                                       - 14 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      (c)   Within 45 days of the date of selection of the Appraisers, each of
      the First Appraiser and the Second Appraiser will determine the Fair
      Market Value and will notify the Members of such determination (specifying
      the Fair Market Value as determined by such Appraiser and setting forth,
      in reasonable detail, the basis for such determination).  If the Fair
      Market Value as determined by one Appraiser is not more than 110% of the
      Fair Market Value as determined by the other Appraiser, the Fair Market
      Value will be the average of the two amounts.  In all other cases, the
      Appraisers will jointly select a third IB Firm (the "Third Appraiser").
      The fees and expenses of the Third Appraiser will be borne by the Members
      equally.

      (d)   The Third Appraiser will, within 45 days of its retention, determine
      its view of the Fair Market Value, and the Fair Market Value will
      thereupon be the average of (i) the Fair Market Value as determined by the
      Third Appraiser and (ii) whichever of the Fair Market Values as determined
      by the First Appraiser and the Second Appraiser is closer to the Fair
      Market Value as determined by the Third Appraiser; provided that if Fair
      Market Values as determined by the First Appraiser and the Second
      Appraiser differ by the same amount from the Third Appraiser's
      determination of Fair Market Value, the Fair Market Value will be as
      determined by the Third Appraiser.  The determination of Fair Market
      Value in accordance with this Section 2.6 will be final, binding and
      conclusive upon the Members.

      (e)   Each Member will share with the other Member any written
      communication it has with the Third Appraiser and will not communicate
      other than in writing with the Third Appraiser without giving the other
      Member an opportunity to be present at any such communication.

      (f)   The aggregate Preferred Interest Amount(s) shall be treated as
      indebtedness of the Company in any determination of Fair Market Value
      under this Agreement.

Section 2.7  Deadlock.
             --------

      (a)   If at any time there is an inability of the Members to agree,
      despite good faith efforts to reach agreement, on a course of action in
      respect of any material matter and such inability persists for at least
      30 days after such inability first arises and if any Member reasonably
      believes that such inability to agree has had or is reasonably expected
      to result in a Material Adverse Effect (a "Deadlock Event"), then either
      Member may request that such Deadlock Event be immediately submitted for
      resolution to the Chairman of ECD and the President of CTTV (or such other
      senior executive of CTTV or its Affiliates as CTTV may designate).  Such
      request shall be in writing and shall be accompanied by the requesting
      Member's statement of the matter and its position with respect thereto.
      The other Member shall have the right to submit to such officers its own
      statement of the matter and its position with respect thereto.

      (b)   If such matter is not resolved within thirty (30) days of the
      submission of such matter to such officers, then:


                                       - 15 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

            (i)   no action will be taken with respect to such matter and the
            status quo shall be maintained in respect thereof, and

            (ii)  either Member (the "Electing Member") who is not a Defaulting
            Member may declare a deadlock (a "Deadlock") by delivering a written
            notice (a "Deadlock Notice") to the other Member at any time for a
            period of sixty (60) days beginning at the end of such 30-day period
            stating that a Deadlock has occurred and specifying the valuation of
            the Company (as to which the aggregate Preferred Interest Amount(s)
            shall be treated as a liability of the Company) (the "Designated
            Valuation") based on which the Electing Member (or any Affiliate of
            the Electing Member designated by it) agrees that it will either
            purchase for cash all of the other Member's (the "Accepting Member")
            Interest or sell for cash all of the Electing Member's Interest to
            the Accepting Member (or any Affiliate of the Accepting Member
            designated by it); provided that if the Members are unable to agree
            whether such persistent inability to agree has had or will have a
            Material Adverse Effect, such question shall be determined in the
            affirmative pursuant to Section 11.11 before any purchase of a
            Member's Interest may occur pursuant to this Section 2.7. If the
            Accepting Member has reasonable grounds for insecurity regarding the
            ability of the Electing Member to pay the Deadlock Price (as
            hereinafter defined) pursuant to any Deadlock Notice delivered by
            the Electing Member, the Accepting Member may demand Adequate
            Assurance of Performance from the Electing Member. "Adequate
            Assurance of Performance" shall mean evidence demonstrating to the
            reasonable satisfaction of the Member making such demand that the
            other Member has sufficient funds available to it to allow it to
            pay in cash the Deadlock Price when due in accordance with the
            applicable Deadlock Notice. In the event the Electing Member shall
            fail to deliver Adequate Assurance of Performance within thirty (30)
            days of any such demand, such Deadlock Notice delivered by the
            Electing Member shall be deemed to be void and of no further force
            or effect. In the event more than one Deadlock Notice shall be
            delivered with respect to any Deadlock, the Deadlock Notice
            specifying the higher Deadlock Price shall control and any other
            Deadlock Notice shall be disregarded (unless the Deadlock Notice
            specifying the higher Deadlock Price shall be deemed void pursuant
            to the preceding sentence, in which case such other Deadlock Notice
            shall not be disregarded).

      (c)   The Accepting Member shall have forty-five (45) days from the
      receipt of the Deadlock Notice to notify the Electing Member in writing
      of the Accepting Member's decision to either purchase the Electing
      Member's Interest or sell the Accepting Member's Interest, in each case
      for the applicable Deadlock Price (the "Election Notice").  If the
      Accepting Member does not deliver an Election Notice within such forty-
      five (45) days, it shall be obligated to sell its Interest to the Electing
      Member at the applicable Deadlock Price.  In the event the Accepting
      Member shall elect to purchase the Electing Member's Interest pursuant to
      the first sentence of this Section 2.7(c), and the Electing Member has
      reasonable grounds for insecurity regarding the ability of the Accepting
      Member to pay the Deadlock Price, the Electing Member may demand Adequate
      Assurance of Performance from the Accepting Member.  In the event the
      Accepting Member shall fail to deliver


                                       - 16 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      Adequate Assurance of Performance within thirty (30) days of any such
      demand, such election to purchase shall be deemed to be an election to
      sell and the Accepting Member shall be obligated to sell its Interest
      pursuant to such Deadlock Notice at the applicable Deadlock Price. If the
      selling Member is the holder of a Preferred Interest, the purchasing
      Member shall be obligated to pay the Deadlock Price plus the Preferred
      Interest Amount with respect to the Selling Member. In the event of any
      purchase and sale pursuant to this Section 2.7, the Deadlock Price shall
      be payable in cash.

      (d)   "Deadlock Price" means a price equal to (i) the Designated Valuation
      multiplied by (ii) the Percentage Interest of the selling Member;
      provided that in the event the Accepting Member delivers an Election
      --------
      Notice in which it agrees to sell its Interest pursuant to Section 2.7(c),
      at the Accepting Member's option, such Election Notice may include an
      irrevocable election that the Deadlock Price shall instead mean a price
      equal to (i) Fair Market Value of the Company (calculated in accordance
      with Section 2.6) multiplied by (ii) the Percentage Interest of the
      selling Member.  If such an election is made, within thirty (30) days
      after such determination of the Deadlock Price, the Electing Member may
      by written notice to the Accepting Member elect to (x) purchase the
      Accepting Member's Interest at such Deadlock Price (any such notice, a
      "FMV Confirmation") or (y) irrevocably withdraw its Deadlock Notice
      with respect to the applicable Deadlock Event.

      (e)   Within thirty (30) days after identification of the purchasing
      Member pursuant to subsection (c) above (or, if applicable, the date the
      Electing Member delivers a FMV Confirmation), the selling Member shall
      deliver its Interest, free and clear of all Liens (other than any Lien
      created under any financing to which the Company is a party and any Lien
      granted to the other Member pursuant to this Agreement), together with
      duly executed written instruments of transfer with respect thereto, in
      form and substance reasonably satisfactory to the purchasing Member or its
      designee, against payment of the applicable Deadlock Price (plus the
      selling Member's Preferred Interest Amount, if applicable).

      (f)   Notwithstanding any other provision of this Agreement, no transfer
      of the selling Member's Interest shall occur pursuant to this Section 2.7
      unless and until any and all necessary consents and approvals have been
      obtained from any Governmental Body with authority with respect thereto,
      including any required approvals under the HSR Act. The Members agree to
      cooperate and to cause their Affiliates to cooperate in the preparation
      and filing of any and all reports or other submissions required in
      connection with obtaining such consents and approvals.

      (g)   Notwithstanding any other provision of this Agreement, in no event
      shall a Deadlock Event be deemed to result from the refusal of either
      party or any of its Affiliates to agree or consent to any amendment,
      modification or waiver of or under this Agreement or any other agreement
      between the parties or their respective Affiliates.


                                       - 17 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

                                   ARTICLE 3

                               CAPITAL STRUCTURE

Section 3.1  Members' Capital Contributions and Percentage Interests.
             -------------------------------------------------------

      (a)   CTTV and OBC shall use reasonable efforts to assist the Company in
      securing funding for its operations from sources other than CTTV and OBC.
      If despite such efforts the Company is unable to obtain such funding on
      terms acceptable to the Members, subject to Section 3.2, CTTV and OBC
      shall be responsible for making Capital Contributions, as are required to
      fund the Company's operations in accordance with the applicable Approved
      Annual Budgets, but only to the extent such funding requirements exceed
      cash available from the Company's operations.  The parties acknowledge
      that (a) in Section 3.1(a) of the Prior Operating Agreement, CTTV agreed
      to contribute a fixed amount of cash in order to fund the Company's
      operations during the Limited Production Phase (as such term is defined in
      the Prior Operating Agreement) (the "Original Funding Commitment") and (b)
      as of September 30, 2004, the aggregate amount of cash so contributed to
      the Company by CTTV was $143,585,000 (the "September Number").  The
      parties agree that CTTV will contribute an amount equal to the Remaining
      Funding Commitment (as hereinafter defined) on substantially the same
      terms as prior contributions by CTTV pursuant to the Original Funding
      Commitment.  The term "Remaining Funding Commitment" shall mean an amount
      equal to (x) $160,000,000 minus (y) the September Number minus (z) the
      amount of any contributions made by CTTV pursuant to the Original Funding
      Commitment between September 30, 2004 and the date of this Agreement.  At
      all times after such time as CTTV shall have satisfied the Remaining
      Funding Commitment, CTTV and OBC shall fund the costs and expenses
      necessary in proportion to their respective Percentage Interests.  The
      Members' obligations to make Capital Contributions are subject to Section
      3.2.  The Members acknowledge that the initial Book Value of the
      intellectual property and know how contributed by OBC pursuant to the
      Technology Agreement as in effect on July 17, 2001, was, as set forth in
      such agreement, equal to $160,000,000 plus the difference between CTTV's
      Capital Account and OBC's Capital Account as of July 17, 2001 and that,
      taking into account all Capital Account adjustments made as of the date
      of this Agreement, such Book Value has been included in the balance of
      OBC's Capital Account.

      (b)   Percentage Interests. The Percentage Interests assigned to the
            --------------------
      Members in consideration of their Capital Contributions heretofore made
      and CTTV's agreement to contribute an additional amount equal to the
      Remaining Funding Commitment are as follows:

                   Member                  Percentage Interest
                   -----                   -------------------
                   CTTV                    50%

                   OBC                     50%

      The Management Committee shall amend the foregoing table of Members and
      Percentage


                                       - 18 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      Interests from time to time as necessary to reflect any admission of
      additional or substituted Members, in each case as permitted herein, and
      to reflect any adjustment of the Members' Percentage Interests upon
      conversion of Preferred Interests. Except as otherwise required by
      the foregoing sentence, no adjustment to the Capital Account of a Member
      in accordance with Section 3.8 shall affect the Percentage Interest of
      such Member.

Section 3.2  Funding Alternatives.  In the event the Members shall agree that
             --------------------
any Capital Contribution shall be made, by the approval of a Disbursement and
Commitment Schedule, from the date CTTV shall have contributed an amount equal
to the Remaining Funding Commitment until January 1, 2008 and ECD and OBC fail
to fund their share of such Capital Contribution, CTTV may at its option
purchase a Preferred Interest in the Company in an amount equal to the Capital
Contribution that OBC and ECD failed to fund. Any purchase of Preferred Interest
by CTTV may, at its option, also include CTTV's share of such Capital
Contribution. In no event shall CTTV be obligated to purchase any Preferred
Interests pursuant to this Section 3.2 after December 31, 2007. At all times on
or after January 1, 2008, in the event the Members shall agree that any Capital
Contribution shall be made, each Member shall use diligent efforts to meet its
funding obligations in cash from its own corporate resources and ECD shall use
diligent efforts to cause OBC to meet its funding requirements in cash from
ECD's corporate resources. If (a) OBC and ECD reasonably determine that, despite
such efforts, OBC will not be able to fund in cash its share of the funding
required, and (b) CTTV shall so request in writing, OBC and ECD shall diligently
explore other reasonable sources of OBC's share of such funding, including
equity or debt financing of OBC or ECD from independent third parties. ECD shall
be deemed to have made a reasonable determination for purposes of the foregoing
sentence in the event ECD shall have delivered to CTTV a written description of
such determination setting forth in reasonable detail the basis therefor and
signed by each director of ECD that is an Independent Director. Neither OBC nor
CTTV shall be responsible for making any Capital Contributions otherwise
required pursuant to Section 3.1(a) that are funded with Preferred Interests
purchased by CTTV pursuant to this Section 3.2. In no event shall OBC purchase
or otherwise acquire any Preferred Interest (except as contemplated by Section
3.5). Prior to January 1, 2008, OBC shall not be deemed to be in default of its
obligations under this Agreement based on its failure to make its share of
Capital Contributions as contemplated by this Section 3.2. At all times on or
after January 1, 2008, OBC shall not be deemed to be in default of its
obligations under this Agreement provided ECD's Independent Directors have made
a reasonable determination of OBC's inability to meet its funding obligations
and shall have delivered to CTTV a written description of such determination as
contemplated by this Section 3.2.

Section 3.3  Additional Capital Contributions.  Subject to Section 3.2, in the
             --------------------------------
event that the Members shall agree that Capital Contributions in addition to the
Capital Contributions provided for in Section 3.1 shall be made, each Member
shall contribute to the capital of the Company an amount calculated by
multiplying such Member's Percentage Interest by the aggregate amount of
additional Capital Contributions so determined by the Members.

Section 3.4  Payment of Capital Contributions.  The Management Committee shall
             --------------------------------
issue or cause to be issued a written request to each Member for payment of any
Capital Contributions to be made in accordance with Section 3.3 at such times
and in such amounts as the Members shall agree, provided that the due date for
any such Contributions shall be not less than 10 Business


                                       - 19 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

Days following the date of such request. All Capital Contributions received
by the Company after the date specified in such written request shall be
accompanied by interest on such overdue amounts, which interest shall be
payable to the Company and shall accrue from and after such specified date until
paid at an annual rate equal to 2% over the Prime Rate.

Section 3.5  Option to Purchase Preferred Interest.
             -------------------------------------

      (a)   CTTV hereby grants to OBC the right to purchase from CTTV (the
      "Option"), at any time during the period from and including January 1,
      2008 until the date that is thirty (30) days prior to the Maturity Date of
      the Preferred Interest, up to an aggregate of one-half (1/2) of CTTV's
      outstanding Preferred Interest. The purchase price with respect to any
      portion of such outstanding Preferred Interest (a "Portion") shall be the
      sum of (i) an amount equal to CTTV's Preferred Capital Contribution with
      respect to the Portion, plus (ii) the "Option Premium" (as hereinafter
      defined), less (iii) an amount equal to the sum of any Preferred Return
      previously paid with respect to such Portion. The Option Premium shall be
      an amount determined by crediting the Preferred Capital Contribution with
      respect to such Portion with a return calculated in the same manner as
      simple interest at the rate of ten percent (10%) per annum calculated on
      the basis of a 365-day year. The purchase price shall be paid at closing
      in immediately available funds.

      (b)   If OBC purchases a Preferred Interest from CTTV, OBC shall
      succeed to a ratable portion of the Preferred Adjusted Capital, Preferred
      Return, Unpaid Preferred Return, and Unallocated Preferred Return in
      respect of such transferred portion of the Preferred Interest. In
      accordance with the terms of Section 4.1(a) hereof, any distributions on
      the Preferred Interests held by CTTV and OBC shall be made ratably in
      accordance with the respective Preferred Interest Amounts of OBC and CTTV,
      respectively. For the avoidance of doubt, as provided in Section 4.1(b),
      if the Company makes a distribution exceeding the amount of the Unpaid
      Preferred Return with respect to the Preferred Interest of OBC and CTTV,
      then the balance of any such distribution shall be ratably applied to the
      reduction of the Preferred Adjusted Capital of OBC and CTTV in accordance
      with their respective Preferred Interest Amounts, until the Preferred
      Adjusted Capital of each such Member has been reduced to zero and as a
      result all Preferred Interests have been redeemed.

      (c)   Notwithstanding any provision herein to the contrary, no
      acquisition by OBC of a Preferred Interest pursuant to the exercise of the
      Option by OBC shall (i) entitle OBC or any transferee to any additional
      votes under Section 5.2(c) by virtue of its ownership of a Preferred
      Interest, whether previously owned by CTTV or otherwise, or (ii) divest
      CTTV of such votes.

      (d)   No Member shall make any Capital Contributions to the Company
      except pursuant to this Article 3. No Member shall be entitled to payment
      by the Company of interest on its Capital Contributions.

Section 3.6  Member Loans; Preferred Interests.
             ---------------------------------


                                       - 20 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      (a)   With the prior approval of the other Member, a Member may lend to
      the Company funds needed by the Company for working capital purposes
      (which shall not include amounts due under Sections 3.1, 3.2 and 3.3).  An
      account shall be established and maintained for such lending Member
      separate from such Member's Capital Account, such account being herein
      referred to as such Member's "Loan Account."  Any Loan made by a Member
      to the Company shall be credited to such Member's Loan Account.  Interest
      on any Loan made by a Member to the Company shall accrue on the unpaid
      balance thereof at the Prime Rate and shall be repaid by the Company prior
      to any distributions to the Members pursuant to Section 4.1.  A credit
      balance in the Loan Account of a Member shall constitute a liability of
      the Company and shall not constitute a part of such Member's Capital
      Account.

      (b)   Preferred Interests.
            -------------------

            (i)    Preferred Interest. The original amount of a Preferred
                   ------------------
            Interest shall equal the amount of the Capital Contribution made in
            consideration of such Preferred Interest pursuant to Section 3.2 of
            the Agreement.

            (ii)   Mandatory Redemption. The Preferred Interest shall be
                   --------------------
            redeemed by the Company on the Maturity Date at a redemption price
            equal to the Member's Preferred Interest Amount as of the Maturity
            Date.  If the Company shall fail to redeem the Preferred Interest as
            required in this Section 3.6(b)(ii), then, not in limitation of any
            rights available to the Preferred Member in law or equity, the rate
            used to calculate the Preferred Return for all purposes of this
            Agreement shall thereafter be the Prime Rate plus 4%. For the
            avoidance of doubt, such increase in the rate used to calculate the
            Preferred Return shall be prospective and shall not be applied
            retroactively with respect to periods prior to the Maturity Date.

            (iii)  Preferred Interest Distributions. The Preferred Interest
                   --------------------------------
            holder is entitled to receive distributions in respect of such
            interest as provided in Articles 4 and 9 of this Agreement.

            (iv)   Rank. Without the prior written consent of all holders of
                   ----
            Preferred Interests, the Company shall not issue any class or series
            of Interest in the Company that is senior to the Preferred Interest
            with respect to distribution rights or rights upon liquidation,
            dissolution or winding up of the affairs of the Company, whether
            voluntary or involuntary, sale of substantially all of the Company's
            assets or sale of the Company (each, a "Liquidation Event").

            (v)    Liquidation Preference. As provided in Section 9.3(c), upon
                   ----------------------
            the occurrence of a Liquidation Event, each holder of a Preferred
            Interest shall be entitled to receive, before any assets are
            distributed to the Members, an amount equal to the Preferred
            Interest Amount with respect to such holder.

            (vi)   Conversion.
                   ----------

                                       - 21 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

                   (A)   Optional Conversion.  Upon the Company's failure to
                         -------------------
                   redeem the Preferred Interest on the Maturity Date, the
                   holder of a Preferred Interest shall have the right to
                   convert its Preferred Interest Amount into additional
                   Interest in the Company, based on the Fair Market Value on
                   the date of such conversion.  Upon the occurrence and during
                   the continuance of any Default by OBC hereunder, CTTV shall
                   have the right to convert its Preferred Interest Amount into
                   additional Interest in the Company, based on the Fair Market
                   Value on the date of such conversion.

                   (B)    Adjustment to Percentage Interests. In the event of
                          ----------------------------------
                   any conversion of Preferred Interests pursuant to this
                   Section 3.6(b)(vi), the Percentage Interests of the Members
                   shall be adjusted accordingly in accordance with Section
                   3.1(b).

            (vii)  Prohibition on Distributions.  As provided in Section 4.1,
                   ----------------------------
            at any time while any Preferred Interest shall be outstanding, the
            Company shall not make any distributions other than distributions
            on the Preferred Interest pursuant to Section 4.1(b).

Section 3.7  Capital Accounts.  The Company shall maintain a separate capital
             ----------------
account ("Capital Account") for each Member, which shall be maintained and
adjusted as described in Section 3.8.

Section 3.8  Capital Account Adjustments.
             ---------------------------

      (a)   Notwithstanding any provision in this Agreement to the contrary,
      each Member's Capital Account shall be maintained and adjusted in
      accordance with the Code and the Treasury Regulations thereunder,
      including without limitation (i) the adjustments permitted or required by
      Code Section 704(b) and (ii) the adjustments required to maintain Capital
      Accounts in accordance with the "substantial economic effect test" set
      forth in the Treasury Regulations under Code Section 704(b).

      (b)   A Member's Capital Account shall be increased by (i) the amount of
      cash and the initial Book Value of any property contributed by such Member
      to the Company, (ii) such Member's allocable share of Profits, income and
      gain and (iii) the amount of any Company liabilities that are expressly
      assumed by such Member or that are secured by any Company property
      distributed to such Member.

      (c)   A Member's Capital Account shall be decreased by (1) the amount of
      cash and the Book Value of any Company property distributed to such Member
      pursuant to any provision of this Agreement, (2) such Member's allocable
      share of Losses, deductions and other losses and (3) the amount of any
      liabilities of such Member that are expressly assumed by the Company or
      that are secured by any property contributed by such Member to the
      Company.

      (d)   Upon the occurrence of certain events described in Treasury
      Regulations Section 1.704-1(b)(2)(iv)(f) (including, for the avoidance of
      doubt, in connection with the


                                       - 22 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      liquidation of the Company), the Management Committee shall increase or
      decrease the Capital Accounts of the Members to reflect a revaluation of
      Company property on the Company's books and any unrealized gain or loss
      shall be allocated in accordance with Article 4; provided that no such
      adjustment shall be required if the Management Committee unanimously
      determines that such adjustment would be de minimis or would otherwise
      have no effect on the distributions (including liquidating distributions)
      to which each Member is entitled hereunder.

      (e)   The Capital Account of each Member shall be determined after giving
      effect to all transactions which have been effected prior to the time when
      such determination is made giving rise to the allocation of Profits and
      Losses and to all contributions and distributions theretofore made.  Any
      Person who acquires an Interest directly from a Member, or whose
      Percentage Interest shall be increased by means of a Disposition to
      it of all or part of the Interest of another Member, shall have a Capital
      Account which includes all or part of the Capital Account balance of the
      Interest so acquired or Disposed of.

      (f)   Any fees, salary or similar compensation payable to a Member
      pursuant to this Agreement shall be deemed a guaranteed payment for
      federal income tax purposes and not a distribution to such Member for
      such purposes. Such payments to a Member shall not reduce the Capital
      Account of such Member, except to the extent of its distributive share of
      any Losses or other downward capital adjustment resulting from such
      payment.

      (g)   No Member with a deficit balance in its Capital Account shall have
      any obligation to the Company or any other Member to restore such deficit
      balance. In addition, no venturer or partner in any Member shall have any
      liability to the Company or any other Member for any deficit balance in
      such venturer's or partner's Capital Account in the Member in which it is
      a partner or venturer. Furthermore, a deficit Capital Account balance of a
      Member (or a deficit Capital Account of a venturer or partner in a Member)
      shall not be deemed to be a Company asset or Company property.

      (h)   In the event of the conversion of a Preferred Interest pursuant to
      Section 3.6, Capital Accounts shall be adjusted and maintained to reflect
      such conversion in accordance with Proposed Treasury Regulations under
      Sections 704, 721, and 761 of the Code addressing partnership
      noncompensatory options (the "NCO Regulations") or such other reasonable
      method established by the Management Committee consistent with the
      Members' economic agreement; provided, that the NCO Regulations shall be
      applied (pursuant to their terms) from and after their adoption in
      temporary or final form.

Section 3.9  Return of Capital.  Except to the extent permitted in Article 9
             -----------------
upon a dissolution of the Company, no Member shall have the right to demand a
return of such Member's Capital Contribution (or the balance of such Member's
Capital Account). Further, except as provided in Article 4, no Member shall have
the right (i) to demand and receive any distribution from the Company in any
form other than cash or (ii) to bring an action of partition against the Company
or its property. The Management Committee shall have no personal liability for
the repayment of the capital contributed by Members.


                                       - 23 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC


                                   ARTICLE 4

                          ALLOCATIONS AND DISTRIBUTIONS

Section 4.1  Distributions.  Except as provided in Article 9 upon dissolution of
             -------------
the Company, Distributable Cash Flow shall be distributed at such time and in
such amounts as the Management Committee may determine as follows (provided,
that the Company shall be required to make distributions under Section 4.1(b) no
less frequently than the last Business Day of each year, to the extent of
Distributable Cash Flow computed as of such time):

      (a)   first, if the Company shall have outstanding any debt owing to its
      Members, then to such Members in repayment of such debt;

      (b)   second, if the Company shall have outstanding any Preferred
      Interest, then to the Preferred Member(s) in payment of (i) first, the
      Unpaid Preferred Return, and (ii) then, the Preferred Adjusted Capital;
      in each case, to the extent such amount(s) are outstanding at the time of
      the distribution and to each such Member pro rata in accordance with such
      amounts; and

      (c)   then, to the Members, pro rata, in accordance with their respective
      Percentage Interests, determined as of the date of such distribution.

Notwithstanding anything to the contrary in this Agreement, no distribution may
be made to a Member that would create or increase an Adjusted Capital Account
Deficit with respect to such Member.

Section 4.2  Profits, Losses and Distributive Shares of Tax Items.
             ----------------------------------------------------
      (a)   Profits.  Except as provided in Section 4.2(c), Profits for any
            -------
      Fiscal Year or other period will be allocated to the Members as follows:

            (i)   first, to the Preferred Member(s), if any, in proportion to
            their Preferred Interest Amounts, until the cumulative allocations
            of Profits to such Member(s) under this Section 4.2(a)(i) for all
            periods equals the cumulative allocations of Losses made under
            Section 4.2(b)(ii) for all periods;

            (ii)  second, to the Preferred Member(s), if any, in proportion to
            the Unallocated Preferred Return(s) of such Member(s), until the
            cumulative allocations of Profits in respect of the Preferred
            Interest held by each such Member under this Section 4.2(a)(ii) for
            all periods equals the cumulative Preferred Returns in respect of
            such interest for all periods;

            (iii) then, to the Members in accordance with their Percentage
            Interests.

      (b)   Losses.  Except as provided in Section 4.2(c), Losses for any Fiscal
            ------
      Year or other period will be allocated to the Members as follows:


                                       - 24 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

            (i)   First, to the Members in proportion to their respective Common
            Adjusted Capital Accounts, until such time that the Adjusted
            Capital Account of the Preferred Member(s), if any, has been reduced
            to an amount equal to such Member(s)' Preferred Adjusted Capital
            plus Unpaid Preferred Return (solely for the purposes of this
            Section 4.2(b)(i), each Member's "Common Adjusted Capital Account"
            shall equal such Member's Adjusted Capital Account less the
            Preferred Adjusted Capital and Unpaid Preferred Return, if any,
            attributable to such Member);

            (ii)  Second, to the Preferred Member(s) if any, in proportion to
            their positive Adjusted Capital Account balances, until the Adjusted
            Capital Account of each such Member has been reduced to zero;

            (iii) And third, to the Members in accordance with their respective
            Percentage Interests.

      (c)   Special Allocations.  Except as otherwise provided in this
            -------------------
      Agreement, the following special allocations will be made in the following
      order and priority:

            (i)   Company Minimum Gain Chargeback.  Notwithstanding any other
                  -------------------------------
            provision of this Section, if there is a net decrease in Minimum
            Gain during any taxable year or other period for which allocations
            are made, the Members will be specially allocated items of Company
            income and gain for that period (and, if necessary, subsequent
            periods).  The amount allocated to each Member under this Section
            shall be an amount equal to the total net decrease in the Member's
            Minimum Gain Share at the end of the immediately preceding taxable
            year.  The items to be allocated will be determined in accordance
            with Treasury Regulations Section 1.704-2(g)(2).  This Section
            4.2(c)(i) is intended to comply with the "partnership minimum gain
            chargeback" requirements of the Treasury Regulations and the
            exceptions thereto and will be interpreted consistently therewith.

            (ii)  Member Nonrecourse Debt Minimum Gain Chargeback.
                  -----------------------------------------------
            Notwithstanding any other provision of this Section (other than
            Section 4.2(c)(i) which shall be applied first), if there is a net
            decrease in Member Nonrecourse Debt Minimum Gain during any taxable
            year or other period for which allocations are made, any Member
            with a share of such Member Nonrecourse Debt Minimum Gain
            attributable to any Member Nonrecourse Debt (determined under
            Treasury Regulations Section 1.704-2(i)(5)) as of the beginning of
            the year shall be specially allocated items of Company income and
            gain for that period (and, if necessary, subsequent periods) in
            proportion to the portion of such Member's share of the net decrease
            in the Member Nonrecourse Debt Minimum Gain with respect to such
            Member Nonrecourse Debt that is allocable to the Disposition of
            Company property subject to such Member Nonrecourse Debt. The items
            to be so allocated shall be determined in accordance with Treasury
            Regulations Section 1.704-2(g). This Section is intended to comply
            with the "partner minimum gain chargeback" requirements of the
            Treasury Regulations and the exceptions thereto and shall be
            interpreted-consistently therewith.


                                       - 25 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

            (iii) Qualified Income Offset.  A Member who unexpectedly receives
                  -----------------------
            any adjustment, allocation or distribution described in Treasury
            Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be
            specially allocated items of Company income and gain in an amount
            and manner sufficient to eliminate, to the extent required by the
            Treasury Regulations, the Adjusted Capital Account Deficit of the
            Member as quickly as possible.

            (iv)  Nonrecourse Deductions.  Nonrecourse Deductions for any
                  ----------------------
            taxable year or other period for which allocations are made will be
            allocated among the Members in proportion to their respective
            Percentage Interests in the Company.

            (v)   Member Nonrecourse Deductions.  Notwithstanding anything to
                  -----------------------------
            the contrary in this Agreement, any Member Nonrecourse Deductions
            for any taxable year or other period for which allocations are made
            will be allocated to the Member who bears the economic risk of loss
            with respect to the Member Nonrecourse Debt to which the Member
            Nonrecourse Deductions are attributable in accordance with Treasury
            Regulations Section 1.704-2(i).

            (vi)  Code Section 754 Adjustments. To the extent an adjustment to
                  ----------------------------
            the adjusted tax basis of any Company asset under Code Sections
            734(b) is required to be taken into account in determining capital
            accounts under Treasury Regulations Section 1.704-1(b)(2)(iv)(m),
            the amount of the adjustment to the capital accounts will be treated
            as an item of gain (if the adjustment increases the basis of the
            asset) or loss (if the adjustment decreases the basis), and the gain
            or loss will be specially allocated to the Members in a manner
            consistent with the manner in which their capital accounts are
            required to be adjusted under Treasury Regulations Section
            1.704-1(b)(2)(iv)(m).

            (vii) Depreciation Recapture.  In the event there is any recapture
                  ----------------------
            of Depreciation, the allocation of gain or income attributable to
            such recapture shall be shared by the Members in the same proportion
            as the deduction for such Depreciation was shared.

            (viii) Reallocation.  To the extent Losses allocated to a Member
                   ------------
            would cause the Member to have an Adjusted Capital Account Deficit
            at the end of any Fiscal Year, the Losses will be allocated to the
            other Member.  If any Member receives an allocation of Losses
            otherwise allocable to the other Member in accordance with this
            Section, such Member shall be allocated Profits in subsequent Fiscal
            Years necessary to reverse the effect of such allocation of Losses.
            Such allocation of Profits (if any) shall be made before any
            allocations under Section 4.2(a) but after any other allocations
            under Section 4.2(c).

            (ix)  Curative Allocations.  The allocations set forth in Sections
                  --------------------
            4.2(c)(i) through (vii) (the "Regulatory Allocations") are intended
            to comply with certain requirements of Treasury Regulations Section
            1.704-1(b) and 1.704-2. Accordingly, the Management Committee is
            authorized to further allocate Profits, Losses, and other items
            among the Members so as to prevent the Regulatory


                                       - 26 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

            Allocations from distorting the manner in which Company
            distributions would be divided among the Members under Sections 4.1
            and 9.3 but for application of the Regulatory Allocations; taking
            into account whether Regulatory Allocations in subsequent periods
            may offset Regulatory Allocations made in the current and prior
            periods. In general, the reallocation will be accomplished by
            specially allocating other Profits, Losses and items of income,
            gain, loss and deduction, to the extent they exist, among the
            Members so that the net amount of the Regulatory Allocations and the
            special allocations to each Member is zero. The Management Committee
            will have discretion to accomplish this result in any reasonable
            manner that is consistent with Code Section 704 and the related
            Treasury Regulations.

            (x)   Guaranteed Payment.  If any amount distributable to a Member
                  ------------------
            under Articles 4 or 9 hereof is required to be treated as a
            "guaranteed payment" within the meaning of Section 707(c) of the
            Code, the deduction for such guaranteed payment shall be allocated
            among the Members so that the net Profits or Losses recognized by
            each Member from the Company, taking into account such guaranteed
            payment and the Member's allocable share of Company Profits and
            Losses, is equal to the net Profits and Losses that such Members
            would have recognized if such guaranteed payment were treated
            instead as a distribution of Company Profits and such Company
            Profits had been allocated in accordance with Article 4 hereof.

            (xi)  Extraordinary Gain/Loss Allocations.  Profit or Loss from the
                  -----------------------------------
            sale of the Company's assets (other than in the ordinary course of
            business), the revaluation of the Company's assets as provided for
            in Section 3.8(d), and all Profits and Losses (and if necessary,
            items of income, gain, loss, and deduction) arising in the taxable
            year(s) in which the liquidation and winding up of the Company
            occurs, shall be allocated among the Members in amounts sufficient
            to place the Members' relative Capital Account balances, as nearly
            as possible, in the same proportion as their respective Percentage
            Interests (the "Pro Rata Allocation"); provided, that (i) to the
            extent possible, such allocations shall first be made among the
            Members in a manner such that each Preferred Member's Capital
            Account balance is increased, if necessary, to an amount equal to
            the sum of the Preferred Adjusted Capital, the Unpaid Preferred
            Return, and the Unallocated Preferred Return amounts, if any, with
            respect to such Member (together, the "Preferred Entitlement
            Amount"), and (ii) after performing the allocations required in the
            foregoing clause (i), the Pro Rata Allocation shall be performed
            by disregarding the Preferred Entitlement Amount(s), if any,
            reflected in the Preferred Member(s)' Capital Account(s).

      (d)   Federal Income Tax Allocations.
            ------------------------------
            (i)   Except as provided in the following clause (ii) or as required
            by the Code or Treasury Regulations, all items of income, gain,
            loss, deduction, credit, and any other items of the Company shall
            be allocated among the Members for federal and state income tax
            purposes in the same manner as such items are allocated for
            purposes of allocating Profits and Losses.


                                       - 27 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

            (ii)  In accordance with Code Section 704(c) and the related
            Treasury Regulations, income, gain, loss and deduction with respect
            to any property contributed to the capital of the Company, solely
            for tax purposes, will be allocated among the Members using the
            "Traditional Method" as set forth in Treas. Reg. Section 1.704-3(b),
            unless otherwise determined by the Management Committee, acting
            unanimously. If the Book Value of any Company asset is adjusted,
            subsequent allocations of income, gain, loss and deduction with
            respect to that asset will take account of any variation between
            the adjusted basis of the asset for federal income tax purposes
            and its Book Value in the same manner as under Code Section 704(c)
            and the related Treasury Regulations. Allocations under this Section
            are solely for purposes of federal, state and local taxes and will
            not affect, or in any way be taken into account in computing, any
            Member's Capital Account or share of Profits, Losses or other items
            or distributions under any provision of this Agreement.

      (e)   Member Acknowledgment. The Members agree to be bound by the
            ---------------------
      provisions of this Section in reporting their shares of Company income
      and loss for federal and state income tax purposes.

Section 4.3  Compliance with Code.  The foregoing provisions of this Article
             --------------------
relating to the allocation of Profits, Losses and other items for federal income
tax purposes are intended to comply with Treasury Regulations Sections
1.704-1(b) and 1.704-2, and shall be interpreted and applied in a manner
consistent with such Treasury Regulations. The Management Committee will have
the discretion to allocate items of income, gain, loss and deduction among the
Members to ensure that this Article complies with such Treasury Regulations.

Section 4.4  Allocations upon Disposition of Interest.  Profits or Losses
             ----------------------------------------
attributable to any Interest which has been Disposed of shall be allocated (i)
to the transferor for the days prior to and including the date of the
Disposition; and (ii) to the transferee for the days subsequent to the date of
the Disposition.

Section 4.5  Tax Matters.
             -----------

      (a)   Tax Matters Member.  The tax matters partner for purposes of Section
            ------------------
      6231 of the Code (the "Tax Matters Member") shall be CTTV.  The Tax
      Matters Member is specifically directed and authorized to take whatever
      steps such Member, in its discretion, deems necessary or desirable to
      perfect such designation, including filing any forms or documents with the
      Internal Revenue Service and taking such other action as may from time to
      time be required.  The Tax Matters Member shall not be liable to the
      Company or the other Members for any act or omission taken or suffered by
      it in its capacity as Tax Matters Member in good faith and in the belief
      that such act or omission is in accordance with the directions of the
      Members; provided that such act or omission is not in willful violation
      of this Agreement and does not constitute fraud or a willful violation
      of applicable Laws.

      (b)   Tax Returns.  After consultation and the consent of the other Member
            -----------
      and subject to Section 5.3 hereof, at the expense of the Company, the Tax
      Matters Member


                                       - 28 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      shall cause to be prepared and timely filed all tax returns (including
      amended returns) required to be filed by the Company. The Tax Matters
      Member shall maintain or cause to be maintained the Capital Accounts of
      the Members as described in Section 3.7. On or prior to the August 15
      following the end of each Fiscal Year of the Company, the Tax Matters
      Member shall provide to the other Member for its review a draft Form 1065
      of the Company and related Schedules K-1 of the Members for such Fiscal
      Year. At least twenty (20) days prior to filing any Company tax return,
      including any information returns, estimated returns and any other
      statement, report or form, with respect to United States federal income
      taxes, or any state or local income tax returns for jurisdictions in which
      the Company is treated as a partnership (each, a "Tax Return"), the Tax
      Matters Member shall provide a copy of such Tax Return to the other Member
      for its review. The Members agree not to take any position in their
      respective tax returns that is inconsistent with the Tax Returns filed by
      the Company. The Members intend that the Company shall be classified as a
      partnership for federal income tax purposes under Treasury Regulations
      Section 301.7701-3.

      (c)   Tax Elections. After consultation and consent of the other Member
            -------------
      (which consent shall not be unreasonably withheld) and subject to Section
      5.3, the Tax Matters Member shall make any tax elections the Members agree
      to be appropriate to utilize the alternate test for economic effect
      contained in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) provided
      that the Company shall make (or continue in effect) the following
      elections (and any comparable state or local elections) effective from the
      Company's first taxable year:

            (i)   to amortize start-up expenditures, if any, over a 60-month
            period in accordance with Section 195 of the Code;

            (ii)  to amortize Company organizational expenses, if any, over a
            60-month period in accordance with Section 709(b) of the Code;

            (iii) To elect the most accelerated method of depreciation and
            amortization for any Company asset acquired by the Company;

            (iv)  To elect under Section 6231(a)(1)(B)(ii) of the Code not to
            have clause (i) of Section 6231(a)(1)(B) of the Code apply, it
            being agreed that the Company will be audited at the Company level.

            (v)   In addition, notwithstanding Section 5.3, upon written request
            by any Member to the Tax Matters Member for a Section 754 election
            under the Code, the Members agree that the Tax Matters Member shall
            make such election.

      (d)   Audits.  Subject to Section 5.3, all matters relating to all Tax
            ------
      Returns filed by the Company, including tax audits and related matters and
      controversies, shall be conducted, at the expense of the Company, by the
      Tax Matters Member after consultation and consent of the other Member
      (which consent shall not be unreasonably withheld).  The Tax Matters
      Member will keep the other Member and the Management Committee fully
      advised of all actions taken and proposed to be taken by it in its
      capacity as Tax Matters


                                       - 29 -
<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      Member. The Tax Matters Member shall give prompt notice to the other
      Member of any audit or examination of the Company's books and records to
      be conducted by any taxing authority or other governmental Person. In the
      event any such examination results in a proposed adjustment, the Tax
      Matters Member may after consultation with and the consent of the other
      Member (which consent shall not be unreasonably withheld), settle or
      compromise any issue arising from such examination or audit. In the event
      of any audit or administrative or judicial proceeding that involves an
      issue that may have a material adverse impact on a Member, such Member
      may, at its option and at the expense of the Company, assume control of
      all or such portion of such audit or proceeding.

      (e)   Survival. The provisions of this Section 4.5 shall survive the
            --------
      dissolution of the Company or the termination of any Member's Interest
      and shall remain binding on all Members for a period of time necessary to
      resolve with the applicable federal, state, local or foreign taxing
      authorities all matters (including any litigation) regarding federal,
      state or local taxation, as the case may be, of the Company or any Member
      with respect to the Company.


                                   ARTICLE 5

                                   MANAGEMENT

Section 5.1  Management of the Business of the Company.  The Members shall
             -----------------------------------------
manage the business of the Company, and shall have all powers and rights
necessary, appropriate or advisable to effectuate and carry out the purposes and
business of the Company. The Members may appoint, employ or otherwise contract
with any Persons for the transaction of the business of the Company or the
performance of services for or on behalf of the Company, and the Members may
delegate to any such Person (who, if an individual, may be designated an officer
of the Company) such authority to act on behalf of the Company as the Members
may from time to time deem appropriate. No single Member, solely by reason of
its status as such, shall (i) transact any business on behalf of the Company or
(ii) possess any authority or power to sign for or bind the Company.

Section 5.2  The Management Committee.
             ------------------------

      (a)   Purpose.  Pursuant to Section 5.1, and subject to the delegation of
            -------
      rights and powers as provided for herein, the Members shall manage the
      business of the Company by and through their respective representatives on
      the Management Committee, which representatives shall constitute agents of
      the appointing Member and shall not constitute managers of the Company
      within the meaning of the Michigan Act.

      (b)   Composition.  Each Member shall be represented at Management
            -----------
      Committee meetings by individuals designated by them to serve as
      representatives on the Management Committee.  The Management Committee
      shall be comprised of four (4) representatives, with two representatives
      to be designated by each Member.  Each representative shall be an employee
      of the appointing Member or one of its Affiliates and shall serve for
      an indefinite term at the pleasure of the appointing Member.  Any


                                       - 30 -
<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      appointment or replacement (with or without cause) of a representative by
      a Member shall be effective upon notice of such appointment or replacement
      given to the Company and the other Member.  Upon the death, resignation
      or removal of any representative, the appointing Member shall promptly
      appoint a successor.

      (c)   Voting.  Any approval, vote, or consent of the Members under this
            ------
      Agreement shall be taken at a meeting of the Management Committee or by
      written consent, in each case pursuant to this Section 5.2(c) and Section
      5.5.  Each Member shall be entitled to one vote, which may be exercised
      by either Management Committee representative appointed by such Member.
      If both such representatives are present at a meeting, such Member shall
      appoint one such representative to exercise such Member's vote.  Except
      to the extent expressly otherwise provided herein, each Member, when
      exercising any voting right hereunder or under the Michigan Act or
      determining to grant or withhold its consent to any matter involving the
      Company, may exercise such rights or make such determinations as it in its
      sole discretion deems appropriate, and each of the representatives on the
      Management Committee shall have the right to act in the interests and at
      the discretion of the Member that appointed such representative.  Any
      reference in this Agreement to the approval, vote, or consent of the
      Management Committee shall mean the approval, vote, or consent of the
      Members in accordance with this Agreement.  Notwithstanding the foregoing,
      if at any time CTTV shall be a Preferred Member, CTTV shall have two
      votes.  Notwithstanding any provision herein to the contrary, the
      acquisition of CTTV's Preferred Interest pursuant to the exercise of the
      Option by OBC under Section 3.5 shall not entitle OBC or any transferee
      to any additional votes under this Section 5.2(c) by virtue of its
      ownership of a Preferred Interest, whether previously owned by CTTV or
      otherwise.

Section 5.3  Power and Authority of the Management Committee.  Except as
             -----------------------------------------------
otherwise provided herein, or as may otherwise be required by the Michigan Act,
all approvals and other actions by the Members shall be taken by majority vote
of the Members taken at a meeting of the Management Committee or by written
consent, in each case pursuant to Sections 5.2(c) and 5.5. Matters requiring the
approval of the Management Committee shall include but not be limited to any of
the following to the extent not incorporated in an Annual Budget, Annual
Operating Plan or Disbursement and Commitment Schedule approved pursuant to
Section 5.4(a):

      (a)   Acquisition by purchase, lease, or otherwise of any real or personal
      property which may be necessary, convenient, or incidental to the Battery
      Business;

      (b)   Operation, maintenance, improvement, construction, ownership, grant
      of options with respect to, sale, conveyance, assignment, and lease of any
      real or personal property necessary, convenient, or incidental to the
      Battery Business;

      (c)   Execution of any and all agreements, contracts, documents,
      certification, and instruments necessary or convenient in connection with
      the management, maintenance, and operation of the Company's assets and
      business, or in connection with management of the Company's affairs;

                                       - 31 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      (d)   Contracting on behalf of the Company for the services of independent
      contractors, and delegation to such Persons the duty to manage or
      supervise any of the assets or operations of the Company;

      (e)   Deleted;

      (f)   Assessment, collection, and receipt of any rents, issues and profits
      or income from any assets, or any part or parts thereof, and the
      disbursement of Company funds for Company purposes to those Persons
      entitled to receive same;

      (g)   Payment of all taxes, license fees, or assessments of whatever kind
      or nature, imposed upon or against the Company or its assets, and for such
      purposes to file such returns and do all other such acts or things as may
      be deemed necessary and advisable by the Company;

      (h)   Establishment, maintenance, and supervision of deposits of any
      monies or securities of the Company in accounts with federally insured
      banking institutions, or other institutions, as may be selected by the
      Management Committee, provided that such accounts are in the name of the
      Company;

      (i)   Initiation, defense, settlement and compromise of lawsuits (subject
      to Section 5.4(d)(viii)) or other judicial or administrative proceedings
      brought by or against the Company or the Members in connection with
      activities arising out of, connected with, or incidental to this Agreement
      and/or the business of the Company;

      (j)   Execution for and on behalf of the Company of all such applications
      for permits and licenses as the Management Committee deems necessary and
      advisable with respect to the Company's assets and business, and
      execution, filing and recordation of all such subdivisions, parcels, or
      similar maps covering or relating to the Company's assets or business;

      (k)   Performance of all ministerial acts and duties relating to the
      payment of all indebtedness, taxes, and assessments due or to become due
      with regard to the Company's assets or business, and the delivery and
      receipt of notices, reports, and other communications arising out of or in
      connection with the ownership, indebtedness, or maintenance of the
      Company's assets or business;

      (l)   Negotiation of and entry into leases for space necessary for the
      Company's assets or business on terms consistent with the then applicable
      Annual Operating Plan;

      (m)   Approval of operating expenditures in excess of those in an approved
      Disbursement and Commitment Schedule or an Approved Annual Budget;

      (n)   Establishment, appointment and removal of the Company officers,
      subject to Section 5.7;

      (o)   Deleted;

                                       - 32 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      (p)   Establishment of bidding procedures for procurement of goods and
      services; and

      (q)   Deleted;

      (r)   Any amendment of any Associated Agreement to which the Company is
      a party;

      (s)   A change of the name of the Company;

      (t)   Engaging in a business other than the Battery Business;

      (u)   Any borrowing, leasing or other financings by the Company, or the
      creation of security interests, liens or mortgages in or on any property
      or assets of the Company;

      (v)   Making any loan, advance or other extensions of credit;

      (w)   Decisions as to the giving of any guarantee or indemnity to secure
      the liabilities or obligations of any other Person;

      (x)   The engagement of counsel and others in connection with the
      prosecution, defense, settlement and compromise of lawsuits or other
      judicial or administrative proceedings initiated by the Company or brought
      against the Company or the Members in connection with activities arising
      out of, connected with, or incidental to this Agreement and/or the
      business of the Company;

      (y)   Deleted.

      (z)   Decisions with respect to any derivative activities to which the
      Company may be a party;

      (aa)  Deleted.

      (bb)  The voting of all stocks or other equity or debt interests the
      Company may own in other entities, or the giving of consents or approvals
      with respect to such interests.

Section 5.4  Matters Requiring Unanimous Vote of the Management Committee.
             ------------------------------------------------------------
Approval of the following matters shall require the Unanimous Approval of the
Management Committee taken at a meeting of the Management Committee or by
written consent, in each case pursuant to Sections 5.2(c) and 5.5:

      (a)   Approval of the Annual Budgets, Annual Operating Plans and
      Disbursement and Commitment Schedules;

      (b)   Determination as to whether the Company has satisfied the
      Objectives, approval of a recovery plan with respect to any Objectives
      that are not satisfied and any modifications of Objectives;


                                       - 33 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      (c)   Appointment and removal of the President of the Company, including
      entry into, and any amendment to or termination or extension of the term
      of, any employment agreement with any President of the Company;

      (d)   any of the following not incorporated in an Annual Budget, Annual
      Operating Plan or Disbursement and Commitment Schedule approved pursuant
      to Section 5.4(a):

            (i)     Any lease, sale, exchange, conveyance or other transfer or
            disposition of all, or substantially all, of the assets of the
            Company;

            (ii)    Payment of distributions to the Members except in connection
            with the dissolution and winding up of the Company and except as
            required under Section 4.1(b);

            (iii)   Any merger, conversion or consolidation of or involving
            the Company;

            (iv)    The assignment of any Company property in trust for the
            benefit of creditors, or the making or filing, or acquiescence in
            the making or filing by any other Person, of a petition or other
            action requesting the reorganization or liquidation of the Company
            under the Bankruptcy Law;

            (v)     The issuance of any additional Interests (other than
            Preferred Interests) or, except as otherwise provided in Article 7
            in connection with the transfer of an Interest, the admission of
            additional or substituted Members;

            (vi)    Entering into any contract with a Member or an Affiliate
            of a Member having a value in excess of $100,000, including
            determining the fair market value of in-kind Capital Contributions
            by the Members;

            (vii)   Licensing, sale or other disposition of any material item
            of intellectual property; and

            (viii)  Initiation and settlement (but not including the
            prosecution or defense) of lawsuits or other proceedings relating to
            intellectual property. Notwithstanding the foregoing, if at any time
            while CTTV is a Preferred Member, the Management Committee fails to
            agree on a plan or proposal submitted by CTTV to the Management
            Committee for settlement of such lawsuit or proceeding, then CTTV
            shall have the right to declare an impasse. In the event CTTV
            declares an impasse, OBC shall have the option of either accepting
            CTTV's plan or proposal for settlement or requiring that COBASYS
            continue the prosecution or defense of such lawsuit or proceeding,
            in which case OBC shall be required to reimburse COBASYS on a
            quarterly basis for one-half of all of the costs of such prosecution
            or defense, including all legal fees, expert fees, internal COBASYS
            manpower costs, time and materials and all disbursements to
            third-party service or materials providers, incurred after such
            impasse is declared; and

                                       - 34 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      (e)   Requiring Capital Contributions from the Members other than as
      contemplated by Sections 3.1 and 3.2.

Notwithstanding the above, if CTTV is a Preferred Member at any time after
January 1, 2010, the matters set forth in Sections 5.4(b) and (c) shall be
determined by majority vote of the Members in accordance with Section 5.3.

Section 5.5  Meetings of Management Committee/Conduct of Business.
             ----------------------------------------------------

      (a)   The Management Committee shall meet at least once during each
      calendar quarter subject to more frequent meetings upon approval of the
      Management Committee. Notice of and an agenda for all Management Committee
      meetings shall be provided to all Management Committee representatives by
      the Secretary at least ten (10) Business Days prior to the date of such
      meetings. Special meetings of the Management Committee may be called at
      the direction of any Member upon no less than five (5) Business Days
      notice to the other Member.

      (b)   Except as otherwise provided herein, the Management Committee shall
      conduct its meetings in accordance with such rules as it may from time to
      time establish and shall keep minutes of its meetings and issue
      resolutions evidencing the actions taken by it. A secretary elected by the
      Management Committee (the "Secretary") shall keep the minutes of all such
      meetings.

      (c)   Unless otherwise agreed, all meetings of the Management Committee
      shall be held at the principal offices of the Company or by conference
      telephone or similar means of communication by which all representatives
      can participate in the meeting.

      (d)   Any action required or permitted to be taken by the Members, either
      at a meeting or otherwise, may be taken without a meeting if each of the
      Members' representatives on the Management Committee consents thereto in
      writing and the writing or writing are filed with the minutes of
      proceedings of the Management Committee.

      (e)   The Members may, by Unanimous Approval, delegate such of their
      powers and authority to one or more representatives serving on, or a
      subcommittee or subcommittees of, the Management Committee, the officers
      of the Company, or such other Person or Persons as the Members may deem
      advisable.

      (f)   At all meetings of the Management Committee, representatives of a
      majority of the voting power of the Members present in person or by proxy
      and entitled to vote thereat shall constitute a quorum for the transaction
      of business.  In the absence of a quorum, a majority of the Management
      Committee so present or represented and entitled to vote may adjourn the
      meeting from time to time and from place to place, without further notice,
      other than by oral announcement at the meeting, until a quorum is
      obtained.  At any such adjourned meeting at which a quorum is present, any
      business may be transacted which might have been transacted at the meeting
      as originally called.

                                       - 35 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

Section 5.6  Remuneration of Management Committee.  The Management Committee
             ------------------------------------
representatives shall receive no compensation from the Company for performing
services in their capacity as such representatives. Each of the Members shall be
responsible for the payment of the salaries, benefits, retirement allowances and
travel and lodging expenses for its Management Committee representatives.

Section 5.7  Officers of the Company; President.  The officers of the Company
             ----------------------------------
(other than the President) shall be nominated by the President and appointed by
the Management Committee in accordance with Section 5.3.

Section 5.8  Authority and Duties of Officers; Standing Delegation of Authority.
             ------------------------------------------------------------------
The officers of the Company shall have such authority and shall perform such
duties as may be determined by the Members. Pursuant to this Article 5, the
Members hereby authorize the President to take any of the following actions
identified in Sections 5.3(a), (b), (c), (d), (f), (g), (h), (j) and (p) and to
delegate such authority to one or more officers, employees and agents of the
Company; provided that in each case (i) such action is not inconsistent with an
Annual Budget, Annual Operating Plan or Disbursement and Commitment Schedule
approved pursuant to Section 5.4(a), (ii) the President shall promptly report
each such action to the Management Committee and (iii) if CTTV is a Preferred
Member at any time after January 1, 2010, CTTV may revoke such any and all such
delegations.


                                   ARTICLE 6

                                 INDEMNIFICATION

Section 6.1  Exculpation.  To the fullest extent permitted by the Michigan Act,
             -----------
no Member, Affiliate of a Member, representative of either Member on the
Management Committee, officer of the Company or other Person to whom the
Management Committee has delegated its authority to act on behalf of the Company
("Authorized Person") shall have any liability to the Company or the Members for
any Losses incurred as a result of any act or omission of such Member,
representative, officer or Authorized Person if (i) such Member, representative,
officer or Authorized Person acted in good faith and (ii) the conduct of such
Member, representative, officer or Authorized Person did not constitute actual
fraud, gross negligence or willful misconduct; provided that nothing contained
herein shall protect any Member against any liability to the Company or the
other Members for failure to perform the obligations of such Member expressly
set forth in this Agreement or the Associated Agreements.

Section 6.2  Indemnification.
             ---------------

      (a)   Indemnification.  To the fullest extent permitted by the Michigan
            ---------------
      Act, the Company shall defend, protect, indemnify and hold harmless each
      Member, Affiliate of a Member, Management Committee representative,
      officer of the Company and Authorized Person (each individually, an
      "Indemnitee") from and against any and all Losses arising from any and
      all Proceedings in which an Indemnitee may be involved, or threatened to
      be involved, as a party or otherwise, arising out of or incidental to the
      business of the Company (excluding in the case of a Member, Losses for
      loss of profit or return on any

                                       - 36 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      Indemnitee's direct or indirect investment in the Company), if (i) the
      Indemnitee acted in good faith and in a manner such Indemnitee reasonably
      believed to be in, or not opposed to, the interests of the Company, and,
      with respect to any criminal proceeding, had no reason to believe the
      conduct in question was unlawful and (ii) the Indemnitee's conduct did not
      constitute actual fraud, gross negligence or willful misconduct.

      (b)   Rights of Indemnitee.  The Company will periodically reimburse each
            --------------------
      Indemnitee for all Losses (including fees and expenses of counsel)
      indemnified pursuant to Section 6.2(a) as such Losses are incurred in
      connection with investigating, preparing, pursuing or defending any
      Proceeding; provided that such Indemnitee shall promptly repay to the
      Company the amount of any such reimbursed expenses paid to it if it
      shall be judicially determined by judgment or order not subject to further
      appeal or discretionary review that such Indemnitee is not entitled to be
      indemnified by the Company in connection with such matter.  The
      indemnification and advancement of expenses provided by, or granted
      pursuant to, this Section 6.2 shall not be deemed exclusive of, and shall
      not limit, any other rights or remedies to which any Indemnitee may be
      entitled or which may otherwise be available to any Indemnitee at law or
      in equity, (ii) shall continue as to a Person notwithstanding that such
      Person has ceased to be an Indemnitee, and (iii) shall inure to the
      benefit of the heirs, successors, assigns and administrators of the
      Indemnitee.  Subject to the foregoing sentence, the provisions of this
      Section 6.2 are solely for the benefit of the Indemnitees and shall not
      be deemed to create any rights for the benefit of any other Persons.
      Each Indemnitee shall have a claim against the property and assets of the
      Company for payment of any indemnity amounts from time to time due
      hereunder, which amounts shall be paid or properly reserved for prior to
      the making of distributions by the Company to Members.

      (c)   Further Indemnification. The Company may, to the extent authorized
            -----------------------
      from time to time by Unanimous Approval, grant rights to indemnification
      and to advancement of expenses to any employee or agent of the Company to
      the fullest extent of the provisions of this Section 6.2 with respect to
      the indemnification and advancement of expenses of Members and officers
      of the Company.

Section 6.3  Liability for Debts of the Company; Limited Liability.
             -----------------------------------------------------
      (a)   Except as otherwise provided in the Michigan 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 Member shall be obligated personally for any such
      debt, obligation or liability of the Company solely by reason of being a
      Member.

      (b)   Except as provided by applicable Laws, a Member, in its capacity as
      such, shall have no liability to the Company or to any other Member in
      excess of payments required to be made by such Member under this
      Agreement.

      (c)   The provisions of this Agreement are intended solely to benefit the
      Members and, to the fullest extent permitted by applicable Laws, shall not
      be construed as conferring any benefit upon any creditor of the Company
      (and no such creditor shall be a


                                       - 37 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      third-party beneficiary of this Agreement), and no Member shall have any
      duty or obligation to any creditor of the Company to make any
      contributions or payments to the Company.

Section 6.4  Company Expenses. The Company shall indemnify, hold harmless, and
             ----------------
pay all expenses, costs, or liabilities of any Member who for the benefit of the
Company and with the prior approval of the Management Committee makes any
deposit, acquires any option, or makes any other similar payment or assumes any
obligation in connection with any property proposed to be acquired by the
Company and who suffers any financial loss as the result of such action.


                                   ARTICLE 7

                              TRANSFER OF INTERESTS

Section 7.1  Restrictions on Transfer.
             ------------------------
      (a)   Each of OBC and CTTV agrees and acknowledges that the identity of
      the other is an essential element of this Agreement and accordingly the
      parties agree as follows:

            (i)   Except as expressly permitted by this Article 7, no Member
            may at any time Transfer all or any part of any of such Member's
            Interest without the express written consent of the other Member,
            which consent may be granted or withheld by any such Member in its
            full and absolute discretion.  Nothing in this Article 7 shall be
            construed to permit any Member at any time to, and no Member shall,
            create or suffer to exist any Lien upon, in, or in respect of all
            or any part of any of such Member's Interest without the express
            written consent of the other Member, which consent may be granted
            or withheld by any such Member in its full and absolute discretion;
            provided that OBC shall be permitted at any time to grant to CTTV
            a Lien upon its Interest.  Any offer or purported Transfer of a
            Member's Interest in violation of the terms of this Agreement shall
            be void.

            (ii)  Each Member hereby agrees that if such Member ceases to be an
            OBC Group Entity or a ChevronTexaco Group Entity, as the case may
            be, but no Change of Control shall have otherwise occurred with
            respect to such Member, the Interest held by such Member first shall
            be transferred to another OBC Group Entity or ChevronTexaco Group
            Entity, as the case may be, and such Interest shall continue to be
            subject to (i) this Section 7.1(a)(ii), and (ii) Section 7.1(c)
            (when, as and if it is applicable).

      (b)   Upon giving 30 days notice to the other Member, any OBC Member may
      Transfer all or any part of its Interest to an OBC Group Entity, and any
      ChevronTexaco Member may Transfer all or any part of its Interest to a
      ChevronTexaco Group Entity, provided that the transferee of such Interest
      shall be bound by the terms of Section 7.1(a)(ii) above, when, as and if
      it becomes applicable to such transferee.  After giving effect to any such
      permitted transfer of an Interest, any obligation of the transferring
      Member hereunder

                                       - 38 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      shall be a joint and several obligation of the transferring Member and
      such transferee, notwithstanding the fact that the transferring Member may
      no longer continue to have any Interest.

      (c)   A ChevronTexaco Member may Transfer all or any part of its Interest
      to a Person that is not a ChevronTexaco Group Entity, and an OBC Member
      may Transfer all or any part of its Interest to a Person that is not an
      OBC Group Entity, provided that such Transfer is made in compliance with
      the procedures set forth in this Section 7.1(c).

            (i)   A Member intending to Transfer its Interest (the "Selling
            Member") shall deliver a notice to the Other Member (the "Offeree
            Member") which shall (x) state such intent, and (y) set forth a list
            of proposed Acceptable Transferees, together with such information
            regarding each Person on such list as may be reasonably required to
            determine whether such Person is an Acceptable Transferee.

            (ii)  The Offeree Member shall, within 30 days after receipt of such
            notice, deliver to the Selling Member a written response to such
            list, setting forth its position with respect to the acceptability
            of the Persons named therein, which shall be determined by such
            Offeree Member in its sole discretion exercised in good faith, for
            any reason other than for the purpose of frustrating all Transfers.
            The procedure set forth in this subsection (ii) may be repeated by
            the Selling Member as often as may be reasonably required for the
            Selling Member's marketing of the Selling Member's Interest.

            (iii) The Selling Member shall have a period of no more than 270
            days after the Acceptable Transferees have either been accepted or
            not objected to, to execute and deliver a definitive agreement with
            any Acceptable Transferee committing the Selling Member to sell and
            such Acceptable Transferee to purchase the Selling Member's
            Interest, and to complete such sale (subject to reasonable extension
            if required to satisfy the condition set forth in Section 7.7). If
            the Selling Member fails to complete such sale within such period,
            the Selling Member must again invoke the offer procedure set forth
            in this Section 7.1(c) in order to Transfer its Interest pursuant
            to this Section 7.1(c). From time to time, the Selling Member will
            furnish to the Offeree Member such information respecting Selling
            Member's marketing of the Selling Member's Interest as the Offeree
            Member reasonably requests for any purpose reasonably related to
            Offeree Member's exercise of its rights under Section 7.1(c)(iv).

            (iv)  Prior to consummating a proposed sale of the Interest of the
            Selling Member to any Acceptable Transferee pursuant to Section
            7.1(c)(v), the Selling Member shall deliver a second notice (the
            "Selling Member's Offer Notice") to the Offeree Member which shall
            (x) state the intention of the Selling Member to sell its Interest,
            (y) describe the material terms and conditions of the proposed sale
            to the Acceptable Transferee (including the proposed purchase price
            and structure), together with any letter of intent or definitive
            agreement relating to such proposed sale if executed as of such
            date ("Sale Materials") and (z) offer to sell such Interest to
            such Offeree Member on the same terms and conditions as proposed to
            sell such

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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

             Interest to the Acceptable Transferee; provided, however, that the
             Offeree Member may substitute cash of equal value in the event that
             the Acceptable Transferee offers consideration of a type that is
             not readily available to the Offeree Member. If the Offeree Member
             desires to purchase the Interest so offered, it shall, within 10
             days of the receipt by the Offeree Member of the Selling Member's
             Offer Notice ("Offeree Member Response Date"), deliver a notice
             (the "Offeree Member's Acceptance Notice") to the Selling Member.
             The Offeree Member's Acceptance Notice shall set forth an
             irrevocable commitment by the Offeree Member to purchase the
             Interest so offered on the terms and conditions set forth in the
             Sale Materials and in Section 7.7.

            (v)   If the Offeree Member so delivers the Offeree Member's
            Acceptance Notice, the closing of such purchase shall take place
            within 30 days after delivery of the Offeree Member's Acceptance
            Notice, subject to reasonable extension if required to satisfy the
            conditions set forth in Section 7.7.  If the Offeree Member either
            notifies the Selling Member in writing that it has elected not to
            purchase the Interest of the Selling Member or fails to provide the
            Offeree Member's Acceptance Notice on or prior to the Offeree Member
            Response Date, the Selling Member shall be free to consummate its
            proposed sale to the Acceptable Transferee on the terms and
            conditions set forth in the Sale Materials and in Section 7.7.

      (d)   Notwithstanding anything to the contrary contained herein, unless
      all of the Members shall consent, no Member may Transfer all or any
      portion of its Interest if such Transfer, when added to the total of all
      other Dispositions of Interests within the preceding twelve (12) months,
      would result in the Company being considered to have terminated within the
      meaning of Code Section 708.

Section 7.2  Change of Control.
             -----------------

      (a)   Each of OBC and CTTV agrees and acknowledges that the identity of
      the other (and the identity of any entity possessing control over the
      other) is an essential element of this Agreement and accordingly the
      parties agree as follows:  In the event of a Change of Control of any
      Member (the "Changed Member"), the Changed Member shall, following such
      Change of Control, promptly notify the other Member (the "Unchanged
      Member") of such event, setting forth the date and circumstances of the
      Change of Control and the identity of the Person that has acquired control
      of the Changed Member.  If the Changed Member fails to give such notice,
      the Unchanged Member may give such notice.  Promptly after delivery of any
      such notice, or after otherwise ascertaining that such Change of Control
      has occurred, the Members shall cause the Fair Market Value of the Company
      to be determined in accordance with the procedures set forth in Section
      2.6.

      (b)   Within 30 days following the determination of Fair Market Value of
      the Company, the Unchanged Member may provide a notice to the Changed
      Member indicating its desire to acquire the Interest of the Changed Member
      for the Change Price (plus the Preferred Interest Amount with respect to
      such Member, if applicable), and setting forth the date on which such
      Unchanged Member intends to acquire such Interest

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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      pursuant to this Section 7.2(b), which date shall be as soon as
      practicable after delivery of the notice pursuant to this Section 7.2(b).
      If the Unchanged Member provides such notice, it shall have the right to
      acquire all but not less than all of the Interest of the Changed Member,
      subject to the provisions of Section 7.7, for the Change Price. As used in
      this Agreement, the term "Change Price" means, with respect to any
      Member's Interest, (x) the Fair Market Value of the Company multiplied by
      (y) such Member's Percentage Interest. If the selling Member is the holder
      of a Preferred Interest, the purchasing Member shall be obligated to pay
      the Change Price plus the Preferred Interest Amount of the selling Member.

Section 7.3  Waiver of Partition.
             -------------------

      (a)   All Company assets, whether real, personal or mixed, tangible or
      intangible, shall be owned by the Company as an entity. All the Company
      assets shall be recorded as the property of the Company on its books and
      records, irrespective of the name in which legal title to such Company
      assets is held.

      (b)   The assets, property and cash contributed to the Company, as well as
      all other property and assets acquired by the Company, shall be owned by
      the Company.  No Member shall, either directly or indirectly, take any
      action to require partition, and notwithstanding any provisions of
      applicable Laws to the contrary, each Member (and each of its legal
      representatives, successors, or assigns) hereby irrevocably
      waives any and all rights it may have to maintain any action for partition
      or to compel any sale with respect to its Interest, or with respect to any
      assets or properties of the Company, except as expressly provided in this
      Agreement, until the termination of this Agreement.

Section 7.4  Covenant Not to Withdraw or Dissolve.  Notwithstanding any
             ------------------------------------
provision of the Michigan Act, except as expressly provided above, each Member
hereby covenants and agrees that the Members have entered into this Agreement
based on their mutual expectation that both Members will continue as Members and
carry out the duties and obligations undertaken by them hereunder and that,
except as otherwise expressly required or permitted hereby, each Member hereby
covenants and agrees not to (i) take any action to file a certificate of
dissolution or its equivalent with respect to itself; (ii) take any action that
would cause a Bankruptcy of such Member; (iii) withdraw or attempt to withdraw
funds or assets from the Company, except as otherwise expressly permitted by the
Michigan Act; (iv) exercise any power under the Michigan Act to dissolve the
Company; (v) Transfer all or any portion of its Interest, except as expressly
provided herein; or (vi) demand a return of such Member's contributions or
profits (or a bond or other security for the return of such contributions of
profits), in each case without Unanimous Approval.

Section 7.5  Substituted Members.  Any transferee acquiring the Interest of a
             -------------------
Member as permitted under this Agreement shall be deemed admitted as a
substituted Member with respect to the Interest transferred concurrently with
the effectiveness of the Transfer without any further vote or approval of any
Member, provided such transferee shall have executed and delivered to the other
Member a counterpart of this Agreement and such other documents or agreements as
shall be reasonably requested by such other Member to confirm such transferee's
admission as a Member and its agreement to be bound by and assume the
obligations of the transferor in accordance with the terms of this Agreement and
any Associated Agreement under which such transferor has any

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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

rights or obligations. The transferor shall not be relieved of any obligation or
liability hereunder arising prior to the consummation of such Transfer but shall
be relieved of all future obligations with respect to the Interest so
Transferred. No purported Transfer of any Interest, or any portion thereof or
interest therein, in violation of the terms of this Agreement (including any
Transfer occurring by operation of law) shall vest the purported transferee with
any rights, powers or privileges hereunder, and no such purported transferee
shall be deemed for any purposes as a Member hereunder or have any right to vote
or consent with respect to Company matters, to maintain any action for an
accounting or to exercise any other rights of a Member hereunder or under the
Michigan Act.

Section 7.6  Deliveries.  Upon the consummation of any purchase and sale
             ----------
pursuant to this Article 7, the transferring Member shall deliver the Interest
of the transferring Member, free and clear of all Liens (other than any Lien
created under any financing to which the Company is a party), together with duly
executed written instruments of transfer with respect thereto, in form and
substance reasonably satisfactory to the purchaser of such Interests, against
(x) delivery of the cash portion of the applicable price for such Interest by
wire transfer, in immediately available funds, to the account of the
transferring Member designated for such purpose, and (y) delivery of any other
consideration as may be provided for such purchase and sale.

Section 7.7  Approvals.  Notwithstanding any other provision of this Agreement,
             ---------
no Transfer of an Interest pursuant to this Article 7 shall occur unless and
until any and all necessary consents and approvals have been obtained from any
Governmental Body with authority with respect thereto, including any required
approvals under the HSR Act. The Members agree to cooperate and to cause their
Affiliates to cooperate in the preparation and filing of any and all reports or
other submissions required in connection with obtaining such consents and
approvals.

Section 7.8  Liquidated Damages.  OBC and CTTV agree that if either OBC or CTTV
             ------------------
shall Transfer its Interest in the Company in violation of such party's
agreements in Sections 2.7, 7.1, 7.2, or 7.4 or of OBC's agreement in Section
8.4(c), then such transferring party shall immediately pay to the
non-transferring party, as liquidated damages, an amount equal to one-third of
CTTV's Capital Contributions measured as of the date of such Transfer (for
example, as of September 30, 2004, such liquidated damages amount would be
one-third of $143,585,000, or approximately $47,861,667). The parties agree that
in any such event, the actual damages to the non-transferring party will be
difficult or impossible to measure and that such amount represents the parties'
reasonable estimate as of the date of this Agreement of such damages and that
this Section 7.8 is intended to compensate such non-transferring party for such
damages and not as a penalty.


                                   ARTICLE 8

                                    DEFAULT

Section 8.1  Default.
             -------
      (a)         Default.  If any of the following events occur:
                  -------
            (i)   the Bankruptcy of a Member; or


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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

            (ii)  any part of the Interest of a Member is seized by a creditor
            of such Member, and the same is not released from seizure or bonded
            out within thirty (30) days from the date of notice of seizure; or

            (iii) a Member fails to (x) provide any Capital Contribution
            required under Article 3 within ten (10) days after the due date
            thereof, (y) provide any other funding required by this Agreement
            within ten (10) days after the due date thereof, or (z) perform any
            material obligation imposed upon such Member under any agreement
            relating to borrowed money to which the Company is a party which
            results in a default by, or acceleration of indebtedness of, the
            Company thereunder, and such failure continues unremedied for ten
            (10) days after the occurrence of such failure; or

            (iv)  a Member (y) fails to perform any material provision or
            obligation imposed on such Member in this Agreement other than those
            described in Section 8.1(a)(iii); or (z) attempts to transfer any of
            its Interest in the Company except as permitted under Article 7, and
            in each such case such failure continues unremedied for thirty (30)
            days after receipt of notice from the other Member, or

            (v)   a Member fails to perform any material provision or obligation
            imposed on such Member in the Technology Agreement and such failure
            continues unremedied for ten (10) days after receipt of notice from
            the other Member;

      then a "Default" shall be deemed to have occurred with respect to such
      Member, who shall be referred to as the "Defaulting Member," and the other
      Member shall be referred to as a "Nondefaulting Member". Subsequent to the
      occurrence of a Default, the Defaulting Member shall continue to be a
      Member and shall continue to be obligated to make all Capital
      Contributions as provided in Article 3.

      (b)   Continuation of the Company. If an event described in Section 8.1(a)
            ---------------------------
      occurs, it is the intent of the Members that the Company shall continue to
      exist and operate without interruption, dissolution or termination, and
      without impairing or reducing in any manner the Company's rights and
      obligations to third parties unless the Nondefaulting Member elects to
      dissolve the Company pursuant to Section 8.2(a).

      (c)   Suspension and Assignment of Distributions.  Notwithstanding
            ------------------------------------------
      anything in this Agreement to the contrary, effective upon the occurrence
      of an event which, but for the expiration of any applicable grace period,
      would constitute a Default with respect to a Member ("Event of Default"),
      no distribution shall be made by the Company to such Member until such
      Event of Default has been cured and the Nondefaulting Member has been
      reimbursed for all direct costs and expenses incurred as a result of the
      Event of Default. Effective upon the expiration of such grace period, the
      Defaulting Member assigns to the Nondefaulting Member its right to receive
      any and all distributions from the Company to which it would otherwise be
      entitled under this Agreement or the Michigan Act (including any
      distributions suspended during the grace period in accordance with the
      preceding sentence) until such time as the Nondefaulting Member has been
      reimbursed in full for all such costs and expenses.

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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

Section 8.2  Options of Nondefaulting Member.  If a Default occurs and is
             -------------------------------
continuing then the Nondefaulting Member shall have the right, in its sole and
absolute discretion, to:

      (a)   dissolve the Company in accordance with Article 9;

      (b)   expel the Defaulting Member from the Company by giving written
      notice specifying the expulsion date and purchasing, designating another
      Person to purchase or causing the Company to purchase the Interest of the
      Defaulting Member as of the expulsion date in such percentage as the
      Nondefaulting Member shall determine (the Nondefaulting Member, such other
      Person or the Company, as the case may be, the "Default Purchaser"), at
      the Default Purchase Price, less all costs and expenses incurred or
      reasonably anticipated to be incurred by the Default Purchaser as a result
      of the Default (a "Default Purchase"). At the Default Purchaser's
      election, payment to the Defaulting Member may take the form of a ten (10)
      year note from the Default Purchaser secured by the Interest purchased and
      payable in equal annual installments of principal plus interest at the
      Prime Rate. In the event the Default Purchaser incurs costs or expenses in
      respect of the Defaulting Member's default in addition to those which were
      previously deducted from the Default Purchase Price, any such note shall
      be reduced by an amount equal to such additional costs or expenses, or the
      Default Purchaser may offset such amount against any other sums owed by
      the Default Purchaser to the Defaulting Member;

      (c)   Cure the default and cause the cost thereof to be charged against a
      special loan account established for the Nondefaulting Member until the
      entire cost thereof plus interest on the unpaid balance at an annual rate
      equal to 2% over the Prime Rate shall have been paid or reimbursed to the
      Nondefaulting Member from any subsequent distributions made pursuant to
      this Agreement to which the Defaulting Member would otherwise have been
      entitled, which amounts shall be paid first as interest and then
      principal, until the loan is paid in full;

      (d)   Cure the Default and credit the Nondefaulting Member's Capital
      Account with an amount equal to the sum of the costs of such cure and all
      other costs and expenses incurred by the Nondefaulting Member as a result
      of the Default and cause the Percentage Interests of the Members to be
      adjusted to reflect the additional Interest in the Company of the
      Nondefaulting Member as a result of such credit based on the Fair Market
      Value of the Company as of the date of such cure; provided, however, that
      any such cure by the Nondefaulting Member shall not affect the liability
      of the Defaulting Member for any other obligations to the Company or the
      Nondefaulting Member, whether attributable to periods prior to or
      following such cure. The Nondefaulting Member's additional Interest shall
      be equal to the percentage calculated by dividing the amount of the cure
      by the Fair Market Value of the Company. Correspondingly, the Defaulting
      Member's Interest shall be reduced by such percentage; or

      (e)   exercise any and all rights of a secured creditor under the Uniform
      Commercial Code with respect to the Collateral.

Following the occurrence and during the continuance of a Default, the Defaulting
Member (and its Management Committee representatives) shall have no vote on any
matter before the Management

                                       - 44 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

Committee, other than those matters set forth in Section 5.4(a), Section
5.4(d)(i) through (viii), and Section 5.4(e).

Section 8.3  No Limitation or Right of Set-Off.  Each Member agrees that the
             ---------------------------------
obligation to make payment to the Company as provided in this Agreement is a
covenant of each Member to the other Member and any Default entitles the
Nondefaulting Member to take the actions set forth in Section 8.2 which shall be
in addition to, and not in substitution for, any other rights or remedies which
the Nondefaulting Member may have at law or equity or pursuant to the other
provisions of this Agreement or any Associated Agreement. Any Member which
becomes a Defaulting Member undertakes that, in respect of any exercise by the
Nondefaulting Member of any rights under or the application of any of the
provisions of Section 8.2, such Defaulting Member shall not raise by way of set
off, or invoke as a defense or assert as a claim, whether in law or equity, any
failure by any other Member to pay amounts due and owing under this Agreement or
any alleged or unliquidated claim that such Defaulting Member may have against
the Company or any Member, whether such claim arises under this Agreement or
otherwise. Such Defaulting Member further undertakes not to raise by way of
defense, whether in law or in equity, that the nature or the amount of the
remedies granted to the Nondefaulting Member is unreasonable or excessive.

Section 8.4  Security Interest.
             -----------------

      (a)   Grant of Security Interest by OBC.  All of OBC's obligations under
            ---------------------------------
      this Agreement (including without limitation OBC's obligations under
      Sections 2.7, 3.2, 3.4, 7.1, 7.2, and 7.4) shall be secured by, and OBC
      hereby grants to CTTV, a first priority security interest in all right,
      title, claim and interest of OBC in and to the Collateral. OBC hereby
      authorizes CTTV, its counsel and its representatives, at any time and from
      time to time, to file financing statements and amendments in such
      jurisdictions as CTTV may deem necessary or desirable in order to perfect
      the security interests granted by OBC under this Agreement.
      Notwithstanding the foregoing, so long as no Default with respect to OBC
      shall have occurred and be continuing, OBC shall be entitled to exercise
      any and all rights relating to the Collateral otherwise available to it
      under the terms of this Agreement.

      (b)   Representations and Warranties regarding the Collateral. OBC
            -------------------------------------------------------
      represents and warrants to CTTV as of the date hereof as follows:

            (i)   OBC is a corporation organized under the laws of the State
            of Delaware. OBC's mailing address is 2968 Waterview Drive,
            Rochester Hills, Michigan 48309. OBC's chief executive office is
            2968 Waterview Drive, Rochester Hills, Michigan 48309. OBC's
            organizational identification number is 2075852.

            (ii)   "Ovonic Battery Company, Inc." is the correct legal name
            of OBC indicated on the public record of OBC's jurisdiction of
            organization which shows OBC to be organized.

            (iii)  All names and tradenames that OBC has used within the
            five years prior to the date hereof are as set forth on
            Schedule OBC-8.4(b)(iii).
            ------------------------

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                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

            (iv)   OBC has good and marketable title to all the Collateral owned
            by it and will have good and marketable title to all Collateral
            hereafter acquired upon acquisition thereof. The security interests
            granted pursuant to this Section 8.4 constitute (in the case of
            Collateral now owned) and will constitute upon acquisition thereof
            (in the case of Collateral hereafter acquired), valid, first
            priority Liens in such Collateral.

            (v)   The Collateral is (in the case of Collateral now owned) and
            (in the case of Collateral hereafter acquired) will be upon
            acquisition thereof, free and clear of all Liens other than the
            Liens granted under this Agreement.

            (vi)  OBC is solvent and is paying its debts as they become due and
            owing insofar as this affects the Collateral, and OBC shall remain
            solvent upon the execution of and compliance with the terms of this
            Agreement and OBC's obligations under this Agreement, such that
            execution of this Agreement does not render OBC insolvent.

            (vii)  There are no actions or proceedings that are pending or, to
            OBC's knowledge, threatened against OBC that might adversely affect
            the Collateral.

            (viii) No security agreement, financing statement, or equivalent
            security or lien instrument or continuation statement covering all
            or any part of the Collateral is on file or of record in any public
            office, except such as may have been filed in favor of CTTV pursuant
            to this Agreement or with respect to the Liens granted to CTTV under
            this Agreement.

      (c)   Covenants with respect to the Collateral. OBC hereby covenants and
            ----------------------------------------
      agrees with CTTV that during the term of this Agreement:

            (i)   OBC shall not (A) adopt a trade name or change its name, or
            (B) change its identity, jurisdiction, structure or tax
            identification number, unless in any case OBC (x) provides CTTV no
            less than 30 days' prior written notice thereof and (y) makes all
            filings under applicable law and takes all other actions that are
            required so that such change will not at any time adversely affect
            the validity, perfection or priority of CTTV's Lien on any of the
            Collateral.

            (ii)  OBC shall not sell, lease or otherwise dispose of any of the
            Collateral, or any interest therein.

            (iii) OBC shall not grant or suffer to exist any Lien on any of the
            Collateral other than the Liens granted under this Agreement.

            (iv)  At any time and from time to time, upon the request of CTTV,
            and at the sole expense of OBC, OBC will promptly execute and
            deliver any and all such further documents and take such further
            actions as CTTV may deem desirable in obtaining the full benefits of
            the security interest granted pursuant to this Section 8.4 and of
            the rights and powers herein granted, including, without limitation,
            the

                                       - 46 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

            filing of any financing or continuation statements under the
            Uniform Commercial Code in effect in any jurisdiction with respect
            to the liens and security interests granted hereby and, if
            applicable, transferring any Collateral to CTTV's possession in
            order to perfect or enhance the priority thereof. If any amount
            payable under or in connection with any Collateral shall be or
            become evidenced by any promissory note or other instrument (other
            than an instrument that constitutes chattel paper), such note or
            instrument shall be immediately pledged to CTTV hereunder, and shall
            be endorsed in a manner satisfactory to CTTV and delivered to CTTV.

            (v)   OBC irrevocably appoints CTTV, with full power of
            substitution, as its true and lawful attorney-in-fact with full
            irrevocable power and authority in the place and stead of OBC and in
            the name of OBC or in its own name, from time to time in CTTV's
            discretion, for the purpose of carrying out the terms of this
            Article 8, to exercise any of the rights and remedies granted to
            CTTV under this Article 8, and to take any and all other appropriate
            action and to execute any and all documents and instruments that may
            be necessary or desirable under this Article 8. All powers,
            authorizations, and agencies contained in this Section 8.4 with
            respect to the Collateral are irrevocable and powers coupled with an
            interest. OBC ratifies all that the attorney shall lawfully do or
            cause to be done by virtue hereof.

      (d)   Sale of Collateral.  If a Default with respect to OBC shall have
            ------------------
      occurred and be continuing, then CTTV shall have the right to sell the
      Collateral (in addition to exercising any other remedies available to it
      under applicable law or this Agreement). CTTV shall not be required to
      register or qualify any of the Collateral that constitutes securities
      under applicable state or federal securities laws in connection with any
      sale or other disposition thereof if such disposition is effected in a
      manner that complies with all applicable federal and state securities
      laws. CTTV shall be authorized at any such disposition (if it deems it
      advisable to do so) to restrict the prospective bidders or purchasers to
      persons who will represent and agree that they are "accredited investors"
      or "qualified institutional buyers" under applicable law and purchasing
      the Collateral for their own account for investment and not with a view to
      the distribution or sale thereof. OBC agrees that if any such Collateral
      is sold in a manner that CTTV in good faith believes to be reasonable
      under the circumstances then existing, then (A) the sale shall be deemed
      to be commercially reasonable in all respects and (B) CTTV shall not incur
      any liability or responsibility to OBC in connection therewith,
      notwithstanding the possibility that a substantially higher price might
      have been realized at a public sale. OBC recognizes that a ready market
      may not exist for such Collateral and that a sale by CTTV of any such
      Collateral for an amount substantially less than the price that might have
      been achieved had the Collateral been publicly traded may be commercially
      reasonable in view of the difficulties that may be encountered in
      attempting to sell Collateral that is not publicly traded. CTTV or any
      ChevronTexaco Group Entity may purchase any of the Collateral at any sale
      of Collateral hereunder. In addition, OBC recognizes that, in connection
      with any sale of the Collateral, CTTV has certain rights of first refusal
      to purchase the Collateral pursuant to Section 7.1 of this Agreement, and
      that such rights of first refusal may result in a sale of the Collateral
      (including a sale of all or part of the Collateral to CTTV) for an amount
      less than the price that might have been achieved had the Collateral not
      been


                                       - 47 -
<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      subject to such rights of first refusal. Notwithstanding anything to
      the contrary in this Section 8.4(d), neither CTTV nor any ChevronTexaco
      Group Entity shall be entitled to purchase the Interest of the Defaulting
      Member (or any portion thereof) in a sale of Collateral under this Section
      8.4(d) for a price less than the minimum price at which CTTV or any
      ChevronTexaco Group Entity would be entitled to purchase such Interest (or
      any portion thereof) under Section 8.2(b). TO THE MAXIMUM EXTENT
      PERMISSIBLE UNDER APPLICABLE LAW, OBC HEREBY WAIVES ANY OBJECTION OR CLAIM
      BASED UPON ANY OF THE FOREGOING AND AGREES THAT ANY SALE OR OTHER
      DISPOSITION EFFECTED IN ACCORDANCE WITH THE FOREGOING (INCLUDING PURSUANT
      TO ANY SUCH RIGHT OF FIRST REFUSAL) SHALL BE CONCLUSIVELY DEEMED
      COMMERCIALLY REASONABLE WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE.

      (e)   The provisions of this Section 8.4 shall terminate and shall be of
      no further force or effect on the first date after January 1, 2008 on
      which (A) no Preferred Interest is outstanding and (B) no Default with
      respect to OBC has occurred and is continuing. Upon the termination of the
      provisions of this Section 8.4, CTTV shall cooperate with the reasonable
      requests of OBC to release any Collateral in the possession of CTTV and to
      file appropriate termination statements and other documents evidencing and
      giving effect to the termination of the security interest in the
      Collateral granted hereunder.


                                   ARTICLE 9

                                  DISSOLUTION

Section 9.1  Dissolution.  The Company shall dissolve and commence winding up
             -----------
upon the first to occur of any of the following events (each, a "Dissolution
Event"):

      (a)   a decision by Unanimous Approval to dissolve, wind up and terminate
      the Company;

      (b)   upon a Default, the Nondefaulting Member elects to dissolve the
      Company pursuant to Section 8.2(a); or

      (c)   the entry of a decree of judicial dissolution pursuant to Section
      18-802 of the Michigan Act.

Section 9.2  Winding Up.  The Members shall be responsible for overseeing the
             ----------
winding up and dissolution of the Company. A reasonable amount of time shall be
allowed for the period of winding up in light of prevailing market conditions
and so as to avoid undue loss in connection with any sale of the Company's
assets. Upon the occurrence of a Dissolution Event, the Company shall continue
solely for the purposes of winding up its affairs in an orderly manner,
liquidating its assets, and satisfying or making reasonable provision for the
satisfaction of the claims of its creditors and Members, and no Member shall
take any action that is inconsistent with, or not necessary to or appropriate
for, the winding up of the Company's business and affairs; provided that all
covenants contained in this Agreement and obligations provided for in this
Agreement shall continue to be fully binding upon the Members until such time as
the assets or property or the

                                       - 48 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

proceeds from the sale thereof have been distributed pursuant to this Article 9
and the existence of the Company has been terminated by the filing by the
Members of a Certificate of Dissolution with the Administrator.

Section 9.3  Distributions upon Liquidation.
             ------------------------------

      (a)   In connection with the winding up of the Company, first the Fair
      Market Value of the Company's assets shall be determined as provided
      in Section 2.6. Such Fair Market Value shall then be used as a basis
      for computing the Profit or Loss, if any, arising as a result of the
      operation of, and subject to allocation under, Section 3.8(d) and
      Article 4 (including without limitation Section 4.2(c)(xi)),
      respectively.

      (b)   In connection with the winding up of the Company, the Company's
      assets constituting Company Technology Assets shall first be applied
      and distributed to the maximum extent permitted by applicable Laws
      in accordance with Section 4.2 of the Technology Agreement.

      (c)   Thereafter, in connection with the winding up of the Company, the
      Company's assets or the proceeds from the sale thereof shall be applied
      and distributed to the maximum extent permitted by applicable Laws as
      follows:

            (i)   To creditors, including Members who are creditors (other than
            by reason of the operation and effect of Sections 304 and 305 of
            the Michigan Act), to the extent otherwise permitted by law, in
            satisfaction of liabilities of the Company (whether by payment or
            the making of reasonable provision for payment thereof);

            (ii)  To the Preferred Member(s), an amount equal to such Member(s)'
            Preferred Interest Amounts, pro rata in accordance with such
            amounts;

            (iii) With respect to any assets not distributed pursuant to (b)
            above, to those Persons entitled to such assets in accordance with
            Section 4.2 of the Technology Agreement;

            (iv)  To Members in satisfaction of liabilities for distributions
            under the Michigan Act; and

            (v)   Thereafter to Members in proportion to their respective
            Capital Account balances, to the extent the same are positive, up to
            the full amount thereof (after giving effect to adjustments to
            Capital Account balances under Section 3.8 and, as applicable,
            Article 4, through the date of distribution); with any remaining
            assets to be distributed to Members in accordance with their
            respective Percentage Interests.

Section 9.4  Claims of the Members.  The Members will look solely to the
             ---------------------
Company's assets for the return of their contributions to their Capital
Accounts, 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 contributions, the Members will have no recourse
therefor

                                       - 49 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

against the Company or any other Member or any other Person. No Member shall
have any obligation to restore, or otherwise pay to the Company, the other
Member or any third party, the amount of any deficit balance in such Member's
Capital Account upon dissolution and liquidation.

Section 9.5  Rights and Obligations of Members.  Dissolution of the Company for
             ---------------------------------
any cause shall not release a Member from any liability which such Member had
already incurred at the time of dissolution and termination or affect in any way
the survival of the rights, duties and obligations of a Member provided for in
Section 4.5, Article 8, Section 11.11 or Section 11.13 of this Agreement.


                                   ARTICLE 10

                               FINANCIAL MATTERS

Section 10.1  Books and Records.  The Company shall maintain, at the Company's
              -----------------
principal place of business and at the Company's expense, accurate and complete
books and records, on the accrual basis, in accordance with GAAP (the
application of which, having been adopted, shall not be changed without the
prior written consent of the Management Committee), showing all costs,
expenditures, sales, receipts, assets and liabilities, and profits and losses
and all other records necessary, convenient or incidental to recording the
Company's business and affairs. Such books and records shall be audited at least
annually, at the Company's expense, by independent certified public accountants
selected by the Management Committee. The initial certified public accountants
for the Company shall be Deloitte & Touche LLP. The books and records of the
Company shall be open to inspection by each Member or its designated
representatives at the inspecting Member's expense at any reasonable time during
business hours for any proper purpose.

Section 10.2  Financial Reports.  The Management Committee shall cause to be
              -----------------
prepared (a) as of the end of each calendar month or quarter as appropriate, (b)
as of the end of each Fiscal Year, (c) as of the date of dissolution of the
Company, and (d) as of such additional dates as the Management Committee may
direct, in accordance with GAAP, appropriate financial statements showing the
assets, liabilities, capital, profits, expenses, losses and recovered and
unrecovered capital expenditures of the Company and a statement showing all
amounts credited and debited to each Member's capital account (for both GAAP and
Capital Accounts) and of each Member's distributive share, for federal income
tax purposes, of income, gains, deductions, losses and credits (or items
thereof) arising out of the Company's operations, as required by law, and a
further statement reconciling any difference between the Member's respective
capital accounts as shown in such financial statements and their capital
accounts as determined in accordance with the provisions of this Agreement. A
copy of each such report shall be delivered to each Member within ninety (90)
days after each such applicable date.

Section 10.3  Company Funds.  Pending application or distribution, the funds of
              -------------
the Company shall be deposited in such bank accounts, or invested in such
interest-bearing or non-interest-bearing investments, including without
limitation, federally insured checking and savings accounts, certificates of
deposit, government issued or backed securities, or mutual funds investing
primarily in such types of securities, as shall be designated by the Management

                                       - 50 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

Committee. Such funds shall not be commingled with the funds of any other
Person. Withdrawals therefrom shall be made upon such signatures as the
Management Committee may designate.


                                   ARTICLE 11

                                 MISCELLANEOUS

Section 11.1  Notices.  All notices, notifications, consents, requests, demands
              -------
and other communications to be provided to any Person pursuant to the terms
hereof shall be in writing and shall be deemed to have been duly given or
delivered upon the date of receipt if: (a) delivered personally; (b) telecopied
or telexed with transmission confirmed; (c) mailed by registered or certified
mail return receipt requested; or (d) delivered by a recognized commercial
courier to the Person as follows (or to such other address as any Person shall
have last designated by fifteen (15) days written notice to the other Persons):

               If to CTTV:  ChevronTexaco Technology Ventures LLC
                            3901 Briarpark
                            Houston, TX 77042
                            Attention:  Jerry Lomax
                            Facsimile:  (713) 954-6016
                            Telephone:  (713) 954-6001

                            With copies of notices for CTTV to:

                            ChevronTexaco Corporation
                            6001 Bollinger Canyon Road, Building T
                            San Ramon, California 94583
                            Attention:  Chief Corporate Counsel
                            Attention:  Allen H. Uzell
                            Facsimile:  (925) 842-2056
                            Telephone:  (925) 842-1679

               If to OBC:   Ovonic Battery Company, Inc.
                            2968 Waterview Drive
                            Rochester Hills, Michigan 48309
                            Attention:  Robert Stempel
                            Facsimile:  (248) 844-1214
                            Telephone:  (248) 293-0440

                            With copies of notices for OBC to:

                            General Counsel
                            Ovonic Battery Company, Inc. 2956
                            Waterview Drive
                            Rochester Hills, Michigan 48309
                            Facsimile:  (248) 844-1214
                            Telephone:  (248) 293-0440


                                       - 51 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

                            Energy Conversion Devices, Inc. 2956
                            Waterview Drive
                            Rochester Hills, Michigan 48309
                            Attention:  Robert Stempel
                            Facsimile:  (248) 844-1214
                            Telephone:  (248) 293-0440

Section 11.2  Modification.  This Agreement, including this Section 11.2 and the
              ------------
Exhibits to this Agreement, shall not be modified except by a written instrument
signed by or on behalf of the Members.

Section 11.3  Governing Law.  This Agreement shall be governed by and construed
              -------------
and enforced in accordance with the laws of the State of Michigan as applied to
contracts made and performed within the State of Michigan, without regard to
principles of conflict of laws.

Section 11.4  Assignment, Binding Effect.  This Agreement shall not be assigned
              --------------------------
by any Member directly or indirectly to any other Person (whether by the sale of
stock or other transfer of ownership interest in a Person, or the sale or
transfer by a Person that has an indirect stock or ownership interest in a
Person or otherwise). This Agreement shall be binding upon and inure to the
benefit of the Members and their respective successors and permitted assigns.

Section 11.5  No Third Party Rights.  Nothing in this Agreement shall create or
              ---------------------
be deemed to create any third party beneficiary rights in any Person (including
any employee of any Person) not party to this Agreement, except that the
Indemnitees may be third party beneficiaries pursuant to Article 6 of this
Agreement in which instance their rights are subject to the terms of such
Article 6, and the Company and its Members may be third party beneficiaries to
Section 11.13(a) and (b) of this Agreement in which instance their rights are
subject to the terms of Section 11.13(a) and (b).

Section 11.6  Counterparts.  This Agreement may be executed in any number of
              ------------
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

Section 11.7  Invalidity.  If any of the provisions of this Agreement including
              ----------
the Exhibits hereto is held invalid or unenforceable, such invalidity or
unenforceability shall not affect in any way the validity or enforceability of
any other provision of this Agreement. In the event any provision is held
invalid or unenforceable, the Members shall attempt to agree on a valid or
enforceable provision which shall be a reasonable substitute for such invalid or
unenforceable provision in light of the tenor of this Agreement and, on so
agreeing, shall incorporate such substitute provision in this Agreement.

Section 11.8  Entire Agreement.  This Agreement and the Associated Agreements
              ----------------
contain the entire agreement between the parties hereto with respect to the
matters contemplated herein and therein and all prior or contemporaneous
understandings and agreements shall merge herein. There are no additional terms,
whether consistent or inconsistent, oral or written, which are intended to be
part of the parties' understandings which have not been incorporated into this
Agreement or the Associated Agreements.

                                       - 52 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

Section 11.9  Expenses.  Except as the parties may otherwise agree or as
              --------
otherwise provided herein, each party shall bear their respective fees, costs
and expenses in connection with this Agreement and the transactions contemplated
hereby.

Section 11.10  Waiver.  No waiver by any party, whether express or implied, of
               ------
any right under any provision of this Agreement shall constitute a waiver of
such party's right at any other time or a waiver of such party's rights under
any other provision of this Agreement unless it is made in writing and signed by
the president or a vice president of the party waiving the condition. No failure
by any party hereto to take any action with respect to any breach of this
Agreement or default by another party shall constitute a waiver of the former
party's right to enforce any provision of this Agreement or to take action with
respect to such breach or default or any subsequent breach or default by such
other party.

Section 11.11  Dispute Resolution.  Any claim, controversy or dispute arising
               ------------------
out of, relating to, or in connection with this Agreement, or the agreements and
transactions contemplated hereby, including the interpretation, validity,
termination or breach thereof, shall be resolved solely in accordance with the
dispute resolution procedures set forth in Exhibit B.

Section 11.12  Disclosure.  Each Member is acquiring its Interest in the Company
               ----------
based upon its own independent investigation, and the exercise by such Member of
its rights and the performance of its obligations under this Agreement are based
upon its own investigation, analysis and expertise. Each Member's acquisition of
its Interest in the Company is being made for its own account for investment,
and not with a view to the sale or distribution thereof.

Section 11.13  Non-Compete.
               ------------
      (a)   Each of OBC and ECD agrees, for the benefit of the Company and its
      Members, that it shall not and shall not permit any of its Affiliates to
      compete in any way against the Company in the Battery Business, except as
      may be permitted by the Technology Agreement; provided that

            (i)   if the Members decide by Unanimous Approval to dissolve, wind
            up and terminate the Company, the obligations of OBC and ECD under
            this Section 11.13(a) shall terminate, effective upon the
            termination of the Company;

            (ii)  if there is a Default by OBC (or a subsequent OBC Member) that
            results in a Default Purchase or in an election by the Nondefaulting
            Member to dissolve the Company pursuant to Section 8.2(a)(i), the
            obligations of OBC and ECD under this Section 11.13(a) shall
            terminate, effective upon the later of (x) three years after the
            Default Purchase or the termination of the Company, as applicable,
            and (y) six years after the date of this Agreement;

            (iii) if each OBC Member Transfers all of its Interest to a Person
            that is not an OBC Group Entity either in compliance with Section
            7.1(c) or earlier with consent, the obligations of OBC and ECD under
            this Section 11.13(a) shall terminate, effective three years after
            Transfer.


                                       - 53 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      During the period prior to the termination of the obligations of OBC and
      ECD under this Section 11.13(a) as provided in subsections (ii) and (iii)
      above, each of OBC and ECD shall use its best efforts to enable the
      Company to utilize all technology which OBC and/or ECD has given the
      Company rights to use pursuant to the Technology Agreement. In this
      regard, each of OBC and ECD shall make available to the Company and its
      Affiliates all personnel, services and facilities necessary for this
      purpose. Any personnel so provided by OBC and/or ECD shall be subject to
      appropriate confidentiality obligations in favor of the Company. During
      this period, the Company and its Affiliates may offer employment to any
      OBC or ECD employees who are associated with the Company's Battery
      Business.

      (b)   CTTV agrees, for the benefit of the Company and its Members, that
      CTTV shall not and shall not permit any of its Affiliates to compete in
      any way against the Company in the Battery Business, except as may be
      permitted by the IP Agreement; provided that

            (i)   if the Members decide by Unanimous Approval to dissolve, wind
            up and terminate the Company, CTTV's obligations under this Section
            11.13(b) shall terminate, effective upon the termination of the
            Company;

            (ii)  if there is a Default by CTTV (or a subsequent ChevronTexaco
            Member) that results in a Default Purchase or in an election by the
            Nondefaulting Member to dissolve the Company pursuant to Section
            8.2(a)(i), CTTV's obligations under this Section 11.13(b) shall
            terminate, effective upon the later of (x) three years after the
            Default Purchase or the termination of the Company, as applicable,
            and (y) six years after the date of this Agreement;

            (iii) if each ChevronTexaco Member Transfers all of its Interest to
            a Person that is not a ChevronTexaco Group Entity either in
            compliance with Section 7.1(c) or earlier with consent, CTTV's
            obligations under this Section 11.13(a) shall terminate, effective
            three years after Transfer.

      During the period prior to the termination of CTTV's obligations under
      this Section 11.13(b) as provided in subsections (ii) and (iii) above,
      CTTV shall use its best efforts to enable the Company to utilize all
      technology which CTTV has given the Company rights to use pursuant to the
      Technology Agreement. In this regard, CTTV shall make available to the
      Company and its Affiliates all personnel, services and facilities
      necessary for this purpose. Any personnel so provided by CTTV shall be
      subject to appropriate confidentiality obligations in favor of the
      Company. During this period, the Company and its Affiliates may offer
      employment to any CTTV employees who are associated with the Company's
      Battery Business.

      (c)   For the avoidance of doubt, for purposes of Sections 11.13(a) and
      (b), activities conducted outside the scope of the Battery Business shall
      be deemed not to be in competition with the Battery Business. Except as
      provided herein, each Member shall otherwise have the unqualified right to
      conduct its business as it may choose, whether or not in competition with
      the Company, without incurring any liability to the Company or to the

                                       - 54 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      other Member and wholly free from any right or privilege of the Company or
      the other Member.

Section 11.14  Further Assurances.  The Members shall provide to each other such
               ------------------
information with respect to the transactions contemplated hereby (including
sales or transfers of Interests in the Company) as may be reasonably requested,
and shall execute and deliver to each other such further documents and take such
further action as may be reasonably requested by any party to this Agreement in
order to document, complete or give full effect to the terms and provisions of
this Agreement and the transactions contemplated herein.

Section 11.15 Press Releases. The Members agree to consult with each other
              --------------
before issuing any press release or making any public statement with respect to
this Agreement and the transactions contemplated hereby. Neither Member shall
make any press release or other announcement respecting this Agreement without
the consent of the other unless a Member refuses to consent and the Member
desiring to make the release or other announcement is advised by its counsel
that the release or other announcement is required to comply with any Law.

Section 11.16  CTTV Non-Assertion.  CTTV agrees that with respect to any
               ------------------
intellectual property right, including any United States patent which, on the
date of this Agreement, it or Texaco Inc. ("Texaco") owns or under which it or
Texaco has the right to grant licenses of the scope of the licenses granted in
the Technology Agreement, or any intellectual property right, including any
United States patent which may later issue on an application for patent, which
was filed during the term of the Technology Agreement, it or Texaco owns or
under which it or Texaco has the right to grant licenses of the scope of the
license granted in the Technology Agreement, CTTV will not, and will not permit
Texaco to, assert against the Company, or its vendees, mediate or immediate, any
claims for infringement based on the manufacture, use, or sale of any apparatus
made or sold by the Company within the Battery Business.

Section 11.17  ECD/OBC Non-Assertion.  Each of ECD and OBC agrees that with
               ---------------------
respect to any intellectual property right, including any United States patent
which, on the date of this Agreement, it owns or under which it has the right to
grant licenses of the scope of the licenses granted in the Technology Agreement,
or any intellectual property right, including any United States patent which may
later issue on an application for patent, which was filed during the term of the
Technology Agreement, it owns or under which it has the right to grant licenses
of the scope of the license granted in the Technology Agreement, it will not
assert against the Company, or its vendees, mediate or immediate, any claims for
infringement based on the manufacture, use, or sale of any apparatus made or
sold by the Company within the Battery Business.

                          Signatures on following page

                                       - 55 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.


                              CHEVRONTEXACO TECHNOLOGY VENTURES, LLC

                              By:  /s/ Gregory M. Vesey
                                 ----------------------------------------------
                                 Gregory M. Vesey
                                 President


                              OVONIC BATTERY COMPANY, INC.

                              By:  /s/ Robert C. Stempel
                                 ----------------------------------------------
                                 Robert C. Stempel
                                 Chairman


                              ENERGY CONVERSION DEVICES, INC.

                              By:  /s/ Robert C. Stempel
                                 ----------------------------------------------
                                 Robert C. Stempel
                                 Chairman and Chief Executive Officer




<PAGE>


                                       AMENDED AND RESTATED OPERATING AGREEMENT
                                                                    COBASYS LLC

                                   EXHIBIT A
                  TO AMENDED AND RESTATED OPERATING AGREEMENT

                                BUDGET PROTOCOL

1. Authority.  Authority for expenditures resides in the Management Committee.
   ---------

2. Presentation of Budget Documents.  Three months before the start of each
   --------------------------------
   Fiscal Year, the President will submit to the Management Committee a proposed
   Annual Budget and a proposed Annual Operating Plan for that Fiscal Year.

   A.  Proposed Annual Budget
       ----------------------
          The proposed Annual Budget shall contain estimates of the monthly
          research and development, capital and operating expenditures required
          for execution of the proposed Annual Operating Plan for each of the
          twelve months in the Fiscal Year to which it applies, as well as
          estimates of the annual expenditures for the following 3 Fiscal Years.
          Each proposed Annual Budget shall be in substantially the same format
          as the Initial Annual Budget, unless the Management Committee requests
          otherwise.

   B.  Proposed Annual Operating Plan
       ------------------------------
          The proposed Annual Operating Plan shall, in detail acceptable to the
          Management Committee, describe the Company's Objectives for the Fiscal
          Year to which it applies and the actions the Company intends to take
          in furtherance of these Objectives.

3. Approval of the Budget Documents.  The Management Committee shall use
   --------------------------------
   diligent efforts to approve an Annual Budget and Annual Operating Plan no
   later than 30 days prior to the start of each Fiscal Year. Upon approval by
   the Management Committee of the proposed Annual Budget and Annual Operating
   Plan, the President and other authorized officers of the Company are
   authorized to make expenditures and commitments in accordance with
   Disbursement and Commitment Schedules approved by the Management Committee on
   the activities described therein.

4. Monitoring and Cash Calls.  The President will monitor the Company's actual
   -------------------------
   cash balances and expected monthly expenditures on a regular basis. No less
   than 10 Business Days prior to the first of each month, the President shall
   provide written notice to the appropriate funding Member(s) of the amount of
   cash the Company requires from such Member(s) as set forth in the applicable
   Disbursement and Commitment Schedule, and the funding Member(s) shall provide
   or make available to the Company immediately available funds in the amount
   set forth in such notice on or before the first Business Day of that month.
   The President will also monitor actual and forecasted expenditures of the
   Company against the forecasts contained in the Approved Annual Budget and
   Annual Operating Plan and provide the Members with a written summary of this
   information as of the end of each month by no later than the 15th of the
   following month. In addition, the President shall present status reports on
   actual versus forecasted expenditures at each Management Committee meeting.
   The aggregate amount of cash requested by the President to meet the Company's
   expenditures for any calendar quarter or any Fiscal Year shall not exceed the
   aggregate amount covered by the applicable Disbursement and Commitment
   Schedule or the applicable Approved Annual Budget, as the case may be,
   without the prior approval of the Management Committee.


                                       - 1 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

5. Adjustments to Plans and Budgets.  In the event the President determines that
   --------------------------------
   changes beyond his delegated authority are required in the current schedule
   for the Company's operations (whether as set forth in the then applicable
   Disbursement and Commitment Schedule, the Annual Operating Plan or the
   Approved Annual Budget), he will present his recommendations for adjustments
   thereto to the Management Committee and seek its approval. Only the
   Management Committee can authorize spending in excess of previously approved
   levels. Such expenditures, if approved, will be authorized by the approval of
   a revised Disbursement and Commitment Schedule or Annual Budget, as the case
   may be.


                                       - 2 -



<PAGE>


                                       AMENDED AND RESTATED OPERATING AGREEMENT
                                                                    COBASYS LLC

                                   EXHIBIT B
                  TO AMENDED AND RESTATED OPERATING AGREEMENT

                               DISPUTE RESOLUTION

1. The parties shall attempt to amicably settle any dispute, controversy or
   claim related to this Agreement, including any dispute over the breach,
   interpretation, or validity of this Agreement (all of which such possible
   disputes are hereinafter collectively referred to as a "Dispute"); provided
   that in no event shall either party be obligated to attempt to reach such a
   settlement for more than fifteen (15) days from the date either party gives
   written notice to the other party specifying that it is a Notice of Dispute
   and setting forth a brief description of such Dispute (the "Issue Date").

2. If the parties are unsuccessful in their attempt to settle the Dispute, the
   Dispute shall be submitted to, and settled by, binding arbitration in
   Houston, Texas in accordance with this paragraph; unless the parties agree to
   seek a negotiated resolution using a mediator. The arbitration shall be
   conducted under the Commercial Arbitration Rules of the American Arbitration
   Association ("AAA") before a single arbitrator (the "Arbitrator") who shall
   be a retired U.S. District Court judge and shall not be the mediator (if
   any). In the event the parties shall not have agreed on a choice of
   Arbitrator within thirty (30) days from the Issue Date, the AAA shall furnish
   to each party a list of three names (each of whom shall be a retired U.S.
   District Court judge) and within three (3) business days after receipt of
   such list, CTTV shall strike one name and OBC and/or ECD shall strike one
   name, thereby nominating the remaining person as the Arbitrator. If more than
   one name remains at the end of such three business day period, the AAA will
   choose an Arbitrator from the list of remaining names. In no event is the
   Arbitrator authorized or empowered to award punitive or consequential damages
   or damages in excess of actual direct damages. The arbitration award shall be
   in writing and shall specify the factual and legal basis for the award.
   Unless otherwise awarded by the Arbitrator, the cost of the arbitration will
   be split equally between (a) ECD and its affiliates and (b) CTTV and its
   affiliates. Judgment upon any award rendered by the Arbitrator may be entered
   in any court with jurisdiction. The prevailing party shall be entitled to
   reasonable attorneys' fees in any court proceeding relating to the
   enforcement or collection of any award or judgment rendered by the Arbitrator
   under this Agreement. To the extent any issue relating to the arbitration is
   not otherwise covered by the choice of law provisions of this Agreement or
   the applicable AAA rules, the law of the State of Texas shall govern such
   issue.


                                       - 1 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC


3. Notwithstanding any of the foregoing, any party may request injunctive
   relief and/or equitable relief from the Arbitrator or the court in order to
   protect the rights or property of such party pending the resolution of the
   Dispute as provided hereunder.




                                       - 2 -

<PAGE>

                                      AMENDED AND RESTATED OPERATING AGREEMENT
                                                                   COBASYS LLC

                                    EXHIBIT C
                   TO AMENDED AND RESTATED OPERATING AGREEMENT

                           REDUCED FUNDING GUIDELINES


      The President will cause spending to be reduced as follows when an event
has occurred that requires the Company to follow "Reduced Funding Guidelines",
unless the Management Committee grants specific permission for a variance:

      o  No purchase orders for new capital assets or real property shall be
         issued.

      o  All purchases of materials, supplies, outside services, etc. will be
         minimized or eliminated, as appropriate, including the elimination
         of non-essential expenditures.

      o  Out-of-pocket expenses will be minimized or eliminated, as
         appropriate, including the elimination of non-essential expenditures.

      o  No new employees will be hired. Current employees will be retained
         but non-essential overtime will be eliminated.

      o  No leases for facilities or equipment will be entered into and no
         debt will be incurred.

The guidelines above shall apply to all expenditures in connection with the
Company's operations.

                                       - 1 -

<PAGE>