EXHIBIT 10.3

                            TAX ALLOCATION AGREEMENT

             THIS AGREEMENT is made as of the 19th day of November, 1997
        between Thermo TerraTech Inc., a Delaware corporation ("TTT"),
        and The Randers Group Incorporated, a Delaware corporation
        ("Randers" - The term "Randers" shall refer to Randers and those
        of its subsidiaries that are at least 80% owned by The Randers
        Group Incorporated).

                              Preliminary Statement

             TTT is the parent of an affiliated group of corporations
        (including Randers) within the meaning of Section 1504(a) of the
        Internal Revenue Code of 1986, as amended (the "Code").

             TTT owns or may in the future own more than 80% of the
        issued and outstanding shares of voting common stock of Randers,
        the only class of stock that Randers is authorized to issue.
        Randers is required to file consolidated federal income tax
        returns with TTT.

             TTT is the common parent of an affiliated group of
        corporations and Randers recognizes that any one of them that
        sustains a net operating loss or otherwise generates beneficial
        tax attributes for a taxable period may be deprived of such
        benefits when offset in that or other periods against income or
        tax liabilities of the others.

             By this Agreement, the parties desire to set forth the
        understanding they have reached with respect to the filing of the
        consolidated United States federal income tax returns. Foreign
        tax returns are not subject to this Agreement.

                                   Agreements

             IT IS MUTUALLY agreed by the parties hereto as follows:

             1.   Definitions and Construction.

                  1.1. The Term "TTT Group" means the group of
        corporations of which TTT is common parent and with which TTT
        files an affiliated consolidated federal income tax return,
        excluding Randers and subsidiaries of Randers that may exist now
        or in the future.  For purposes of this Agreement, the TTT Group
        shall be treated as a single corporate entity.  The TTT Group and
        Randers and its subsidiaries, respectively, are sometimes herein
        referred to collectively as the "Two Companies" or the
        "Companies."  This Agreement anticipates that TTT will set aside
        and retain certain sums calculated as provided herein.  All
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        reference to TTT paying sums to itself pursuant to this Agreement
        shall be satisfied by TTT setting aside sums in respect of the
        obligations established under this Agreement.

                  1.2. The paragraph titles used herein are for
        convenience of reference only and will not be considered in the
        interpretation or construction of any of the provisions hereof.
        Words may be construed in the singular or the plural as the
        context requires.

             2.   Tax Returns.  

                  2.1. Federal Tax Returns.  TTT as the common parent
        will prepare and file or cause to be prepared and filed federal
        and state income tax returns on a consolidated basis, for the TTT
        Group and Randers and its subsidiaries for all fiscal periods as
        to which a consolidated return is appropriate in accordance with
        the terms of this Agreement.

                  2.2. State Tax Returns.  TTT as the common parent will
        prepare and file or cause to be filed state income tax returns on
        a combined, consolidated, unitary, or other method that TTT
        believes will result in a lower overall tax liability to the Two
        Companies.  Randers will reimburse TTT for its portion of the
        tax.  Such reimbursement will be the tax Randers would have paid
        on a separate return basis, but only if it was required to file a
        return in that state.

             3.   Time of Payment of Federal Obligations to TTT.  The
        obligations of the Companies for Federal income tax payments will
        be determined and paid as follows:

                  (a)  Not later than the 15th day after the end of the
        fourth, sixth, ninth and twelfth months of each consolidated
        taxable year of TTT, TTT will make a reasonable determination
        (consistent with the provisions of Section 6655 of the Code) of
        the separate federal income tax liability that each Company would
        be required to pay as estimated payments on a separate return
        basis for that period. Each Company shall pay to TTT the amount
        of such liability within ten days.

                  (b)  After the end of TTT's fourth accounting quarter
        and before the 15th day of the third month thereafter, each
        Company will promptly pay to TTT the entire amounts estimated to
        be due and payable under such Company's federal income tax return
        as if filed on a separate return basis, less all amounts
        previously paid with respect to that year pursuant to
        subparagraph (a) of this Paragraph 3.

                  (c)  If upon the filing of the consolidated income tax
        return, a revised calculation is made in the manner set forth in
        subparagraph (b) of this Paragraph 3, and it is determined that
        either Company has paid to TTT with respect to the consolidated

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        taxable year an amount greater than that required by Paragraph
        3(b), then that excess will be promptly paid by TTT to that
        Company.

             4.   Tax Obligations of TTT.  TTT will pay the consolidated
        tax liabilities of the Companies arising from filing a
        consolidated federal income tax return.

             5.   Payment of Funds by TTT.  After the end of TTT's fourth
        quarter and before the 15th day of the third month thereafter, if
        in any year Randers incurs a loss, TTT shall pay to Randers a sum
        equal to the amount of benefit realized by TTT that is
        attributable to the loss incurred by Randers.

             6.   Changes in Prior Year's Tax Liabilities.  In the event
        that the consolidated tax liability or the separate tax liability
        referred to in Paragraphs 3 and 4 hereof for any year for which a
        consolidated tax return for the two Companies was filed is or
        would be increased or decreased by reason of filing an amended
        return or returns (including carry-back claims), or by reason of
        the examination of the returns by the Internal Revenue Service,
        the amounts due TTT for payment of taxes under Paragraph 3
        hereof, and the amount to be paid to TTT for allocation to
        Randers under Paragraph 4 hereof for each such year will be
        recomputed by TTT to reflect the adjustments to taxable income
        and tax credits for the taxable year and interest or penalties,
        if any.  In accordance with those recomputations, additional sums
        will be paid by the Companies to TTT or paid by TTT to the
        Companies regardless of whether a member has become a Departing
        Member (as defined in Paragraph 8 hereof) subsequent to the
        taxable year of recomputation.

             7.   New Members.  The Companies agree that if, subsequent
        to the execution of this Agreement, TTT becomes the parent, as
        that term is used in Section 1504 of the Code, of one or more
        subsidiary corporations, in addition to Randers, then each newly
        acquired subsidiary corporation may become a separate party to
        this Agreement by consenting in writing to be bound by its
        provisions, effective immediately upon its delivery to TTT, but
        the income, deductions and tax credits of the newly acquired
        subsidiary corporations will first be included in the
        consolidated federal income tax return as required by the Code.

             8.   Departing Members.

                  8.1. The term "Departing Member," as used herein, will
        mean a Company that is no longer permitted under the Code to be
        included in the consolidated federal income tax return.

                  8.2. In applying this Agreement to a Departing Member
        for the final taxable year in which its income, deductions, and
        tax credits are required to be included in the consolidated
        federal income tax return:  (i) the amount required to be paid by

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        a Departing Member under the provisions of Paragraph 3 hereof and
        (ii) the amount that the Departing Member is entitled to receive
        under the provisions of Paragraph 4 hereof, will be determined by
        taking into account the income, deductions and tax credits of the
        Departing Member only for the fractional part of such year as the
        Departing Member was a member of the consolidated group and
        included in the consolidated federal income tax return.

                  8.3. After the filing of the consolidated federal
        income tax return for the last taxable year that the Departing
        Member was included therein, the Departing Member will be
        informed of the amount of consolidated carry-overs as of the end
        of the taxable year or period which are attributable to the
        Departing Member, as provided by Treasury Regulations Section
        1.1502-79 or otherwise, including the agreement of the parties.

             9.   Determination of Sums Due from and Payable to Members.
        TTT will determine the sums due from and payable to the Companies
        under the provisions of this Agreement (including the
        determination for purposes of Paragraph 6 hereof).  The Companies
        agree to provide TTT with such information as may reasonably be
        necessary to make these determinations.  Issues arising in the
        course of the determinations that are not expressly provided for
        in this Agreement will be resolved in an equitable manner.

             10.  Tax Controversies.  If a consolidated federal income
        tax return for any taxable year during which this Agreement is in
        effect is examined by the Internal Revenue Service, the
        examination, as well as any other matters relating to that tax
        return, including any tax litigation, will be handled solely by
        TTT.  Randers will cooperate with TTT and to this end will
        execute protests, petitions, and any other documents as TTT
        determines to be necessary or appropriate.  The cost and expense
        of TTT's handling of a tax controversy, including legal and
        accounting fees, will be allocated to and paid by the Company to
        whom the tax controversy relates.  If the tax controversy relates
        to both Companies, the cost and expense will be allocated between
        the Companies in the proportion that each Company's potential
        additional tax liability bears to the total potential additional
        tax liability of both Companies (determined in accordance with
        Paragraph 6 hereto and assuming that the tax controversy is
        resolved in favor of the Internal Revenue Service) for the
        taxable year on issue.  If the tax controversy encompasses more
        than one taxable year, TTT will first allocate the cost and
        expense to each taxable year in the proportion that the potential
        additional tax liability for each taxable year bears to the total
        potential additional tax liability for the taxable years in
        issue.

             11.  Effective Date.  This Agreement shall be effective
        beginning as of the date of this Agreement, and will continue on
        a year-to-year basis thereafter with respect to Randers for so

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        long as Randers is permitted to file a consolidated federal
        income tax return with TTT.

             12.  State Taxes.  The two Companies will jointly file any
        state tax return on a combined, consolidated, unitary, or other
        method that TTT determines results in a lower overall tax
        liability to the Two Companies.  In the event that said state tax
        returns shall be filed, the provisions of sections 1 through 11
        hereof shall apply, mutatis mutandis (the necessary changes being
        made) to the allocation, preparation, filing and payment related
        to such state taxes and tax returns.

             IN WITNESS WHEREOF, the parties hereto have caused this
        Agreement to be executed by their duly authorized officers as of
        the date first above written.

        THERMO TERRATECH INC.              THE RANDERS GROUP 
                                           INCORPORATED


        By:  /s/ Melissa F. Riordan        By:  /s/ Emil C. Herkert
        Title:    Treasurer                Title:    President and 
                                                     Chief Executive 
                                                     Officer