Exhibit 10.121
                                 --------------



                      Commodore Applied Technologies, Inc.
                        150 East 58th Street, Suite 3238
                            New York, New York 10155
               Telephone (212)-308-5800 Facsimile (212)-753-0731
--------------------------------------------------------------------------------






                         WARRANT TO PURCHASE SHARES OF
              COMMON STOCK OF COMMODORE APPLIED TECHNOLOGIES, INC.


                                                                        10/29/02
                                                                    New York, NY


THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED
(THE  "SECURITIES  ACT") AND SUCH SECURITIES MAY NOT BE SOLD,  OFFERED FOR SALE,
PLEDGED OR  HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED

                       VOID AFTER 5:00 P.M., NEW YORK TIME
                                   ON 4/16/04

         THIS  CERTIFIES THAT for value  received,  Mathers  Associates,  or its
registered  permitted  assigns  (hereinafter  collectively  referred  to as  the
"Holder"),  may subscribe for and purchase,  subject to the terms and conditions
hereof, from Commodore Applied  Technologies,  Inc., a Delaware corporation (the
"Company"),  300,000 shares of Common Stock of the Company, par value $0.001 per
share  (the  "Common  Stock"),  at any time  during the  period  (the  "Exercise
Period")  commencing at 9:00 a.m. EST on 4/16/01 (the  "Commencement  Date") and
ending at 5:00 p.m.  EST, on  4/16/04,  a date which is three (3) years from the
Commencement  Date (the "Expiration  Date"), at an exercise price per share (the
"Exercise  Price")  which  shall be equal to ($0.05)  per  share.  The number of
shares of Common  Stock  issuable  upon  exercise of its Warrant  (the  "Warrant
Shares"),  the Exercise Price, and the kind of securities issuable upon exercise
of this  Warrant,  shall be  subject  to  adjustment  from time to time upon the
occurrence of certain events as set forth below.


         Certain Definitions.       As used herein:
         --------------------

         (a) the term `Warrant Shares" shall mean the shares of Common Stock
         issuable upon exercise of this Warrant, as adjusted from time to time,




<PAGE>


         1.       Exercise Price and Expiration.
                  -----------------------------

              (a)  This  Warrant  may be  exercised  in  whole or in part on any
Business  Day (as such  term is  hereinafter  defined)  at any time  during  the
Exercise  Period upon  surrender to the Company,  at its address for notices set
forth in Section 7 of this Warrant (or at such other  office of the Company,  if
any,  or such  other  office of the  Company's  duly  authorized  agent for such
purpose,  as may be maintained by the Company for such purpose and so designated
by the Company by written notice to the Holder prior to such exercise), together
with the following: (i) a duly completed and executed Notice of Warrant Exercise
in the form annexed hereto, and (ii) payment of the full Exercise Price for this
Warrant or the portion thereof then being exercised. This Warrant and all rights
and options hereunder shall expire on, and shall be immediately  wholly null and
void to the extent the Warrant is not properly exercised prior to the Expiration
Date. As used in this Warrant the term "Business Day" shall mean the time period
between  9:00 a.m.  EST and 5:00 p.m.  EST on any day other  than any  Saturday,
Sunday,  or  other  day on which  commercial  banks  in New  York,  New York are
required or are authorized by law to close.

              (b)  Such  Exercise  Price  shall be paid in  lawful  money of the
United  States  of  America  by bank  cashier's  check  or by wire  transfer  of
immediately  available  funds to such account as shall have been  designated  in
writing by the Company to the Holder from time to time.

              (c) Upon the Holder's  surrender of the Warrant and payment of the
Exercise Price as set forth above, the Company shall promptly issue and cause to
be delivered to the Holder a certificate or certificates for the total number of
whole shares of Common Stock for which this Warrant is then so exercised, as the
case may be  (adjusted  to reflect  the effect of the  anti-dilution  provisions
contained in Section 2 of this  Warrant,  if any) in such  denominations  as are
requested for delivery to the Holder,  and the Company shall  thereupon  deliver
such certificates to the Holder.  The Holder shall be deemed to be the Holder of
record  of  the   shares  of  Common   Stock   issuable   upon  such   exercise,
notwithstanding  that the stock  transfer  books of the  Company  shall  then be
closed or that  certificates  representing such shares of Common Stock shall not
then be  actually  delivered  to the  Holder.  If, at the time this  Warrant  is
exercised,  a  registration  statement  under the  Securities Act is not then in
effect to register under said  Securities  Act the Warrant Shares  issuable upon
exercise of this Warrant  (together  with any  applicable  state  securities law
registrations), the Company may require the Holder to make such representations,
and may place such legends on certificates  representing the Warrant Shares,  as
may be  reasonably  required  in the opinion of counsel to the Company to permit
the Warrant  Shares to be issued without such  registration,  unless the Company
receives an opinion of counsel reasonably satisfactory to counsel to the Company
to the effect that said  securities  may be freely traded  without  registration
under the Securities Act.

              (d) If the Holder shall exercise this Warrant with respect to less
than all of the Warrant  Shares that may then be purchased  under this  Warrant,
having taken into account any prior  exercise of the Warrant,  the Company shall
promptly  execute  and  deliver to the Holder a new  warrant in the form of this
Warrant for the balance of such Warrant Shares.

         2.       Certain Anti-dilution Adjustments.
                  ---------------------------------

              (a) If the Company shall (i) pay a dividend or make a distribution
to Holders of shares of Company Common Stock in the form of additional shares of
Common  Stock,  (ii)  subdivide  or split or reverse  split or  consolidate  the
outstanding  shares of Common  Stock into a larger or smaller  number of shares,
(iii)  effect an increase  or  decrease in the number of shares of Common  Stock
without consideration, or (iv) effect a re-capitalization which shall reclassify
the outstanding shares of Common Stock into one or more classes of Common Stock,
the number of shares of Common Stock  issuable upon exercise of this Warrant and
the Exercise Price shall be equitably and proportionately  adjusted  immediately
following  the  occurrence  of any such event,  and the Holder of record of this
Warrant  shall  be given  notice  of the same at such  Holder's  address  in the
Company's  books and records.  An adjustment made pursuant to this Section shall
become effective  immediately after the record date in the case of a dividend or
distribution  and  immediately  after  the  effective  date  in  the  case  of a
subdivision,  split,  combination or reclassification;  provided, if such record
date  shall  have been  fixed  and such  dividend  is not fully  paid or if such
distribution  is not fully made on the date fixed  therefor,  the exercise price
shall be recomputed  accordingly as of the close of business on such record date
and thereafter  such exercise  price in effect shall be as adjusted  pursuant to
this Section as of the time of actual payment of such dividend or distribution.

                                       2
<PAGE>

              (b)  Whenever  there  shall be an  adjustment  as provided in this
Section 2, the Company shall promptly cause written notice thereof to be sent by
registered  mail,  postage  prepaid,  to the Holder,  at its address as it shall
appear  in the  Warrant  Register,  which  notice  shall  be  accompanied  by an
officer's  certificate  setting forth the number of Warrant  Shares  purchasable
upon the exercise of this Warrant and the Exercise  Price after such  adjustment
and setting forth a brief  statement of the facts  requiring such adjustment and
the  computation  thereof,  which  officer's  certificate  shall  be  conclusive
evidence of the correctness of any such adjustment absent manifest error.

         3.       Mergers; Consolidations and Reclassifications.
                  ---------------------------------------------

              (a) In case of any  consolidation  with or merger  of the  Company
with or into another  corporation (other than a merger or consolidation in which
the Company is the surviving or continuing corporation), or in case of any sale,
lease,  or conveyance to another  corporation  of the property and assets of any
nature of the Company as an  entirety  or  substantially  as an  entirety,  such
successor,  leasing,  or purchasing  corporation,  as the case may be, shall (i)
execute  with the Holder an agreement  providing  that the Holder shall have the
right  thereafter to receive upon  exercise of this Warrant  solely the kind and
amount  of  shares  of  stock  and  other  securities,  property,  cash,  or any
combination thereof receivable upon such consolidation,  merger, sale, lease, or
conveyance  by a holder of the  number of shares of Common  Stock for which this
Warrant  might  have been  exercised  immediately  prior to such  consolidation,
merger,  sale,  lease,  or conveyance and (ii) make  effective  provision in its
certificate  of  incorporation  or  otherwise,  if  necessary,  to  effect  such
agreement.  Such  agreement  shall  provide for  adjustments,  which shall be as
nearly equivalent as practicable to the adjustments in Section 2.

              (b) In case of any  reclassification  or change  of the  shares of
Common Stock  issuable upon exercise of this Warrant (other than a change in par
value or from no par  value  to a  specified  par  value,  or as a  result  of a
subdivision or  combination,  but including any change in the shares into two or
more classes or series of shares),  or in case of any consolidation or merger of
another  corporation  into the  Company in which the  Company is the  continuing
corporation  and in which there is a  reclassification  or change  (including  a
change to the right to receive  cash or other  property) of the shares of Common
Stock (other than a change in par value, or from no par value to a specified par
value, or as a result of a subdivision or combination,  but including any change
in the shares into two or more  classes or series of shares),  the Holder  shall
have the right  thereafter to receive upon  exercise of this Warrant  solely the
kind and amount of shares of stock and other securities,  property, cash, or any
combination   thereof   receivable   upon   such    reclassification,    change,
consolidation, or merger by a holder of the number of shares of Common Stock for
which  this  Warrant  might  have  been  exercised  immediately  prior  to  such
reclassification,  change,  consolidation,  or merger.  Thereafter,  appropriate
provision shall be made for adjustments  which shall be as nearly  equivalent as
practicable to the adjustments in Section 2.

              (c) The above  provisions of this Section 3 shall  similarly apply
to  successive  reclassifications  and changes of shares of Common  Stock and to
successive consolidations, mergers, sales, leases, or conveyances.

         4.       Certain Representations of the Company.
                  --------------------------------------

         Throughout  the Exercise  Period,  the Company has and will continue to
have (i) all requisite power and authority to issue this Warrant and the Warrant
Shares, and (ii) sufficient  authorized and unissued  securities of Common Stock
to permit exercise of this Warrant.

         5.       Certain Covenants of the Company.
                  --------------------------------

              (a) The Company  shall take such steps as are  necessary  to cause
the Company to continue to have  sufficient  authorized  and unissued  shares of
Common  Stock  reserved in order to permit the exercise of the  unexercised  and
un-expired portion of this Warrant, if any.

              (b) The  Company  covenants  and agrees  that all  Warrant  Shares
issued upon the due exercise of this Warrant  will,  upon issuance in accordance
with the terms  hereof,  be duly  authorized,  validly  issued,  fully  paid and
non-assessable  and free and clear of all taxes,  liens,  charges,  and security
interests created by the Company with respect to the issuance thereof.

                                       3
<PAGE>

              (c) The Company  will pay all  documentary  stamp  taxes,  if any,
attributable to the initial issuance of Warrant Shares upon the exercise of this
Warrant;  provided,  that the Company shall not be required to pay any tax which
may be payable in respect of any transfer  involved in the issue of this Warrant
or of any  certificates  for  Warrant  Shares in a name  other  than that of the
Holder upon the exercise of this Warrant,  and the Company shall not be required
to issue or  deliver  such  certificates  unless or until the  person or persons
requesting  the  issuance  thereof  shall have paid to the Company the amount of
such tax, or shall have established to the satisfaction of the Company that such
tax has been paid.

              (d) This Warrant and,  when so issued,  the shares of Common Stock
which  may be issued  upon  exercise  of the  Warrants,  will  have been  issued
pursuant to an available exemption from registration under the Securities Act.

              (e) The  Company  covenants  and  agrees  that if it fails  (i) to
register  the  Warrant  Shares as provided in a  Registration  Rights  Agreement
between  the Holder and the  Company,  dated of even date  herewith,  or (ii) to
issue the shares of Common Stock upon the proper  exercise of the Warrant,  then
the Holder may immediately commence an action for specific performance.

         6. No Shareholder  Rights. No Holder of this Warrant shall, as such, be
entitled  to vote or be deemed the  holder of Common  Stock or any other kind of
securities of the Company,  nor shall anything  contained herein be construed to
confer upon the Holder the rights of a  shareholder  of the Company or the right
to vote  for  the  election  of  directors  or  upon  any  matter  submitted  to
shareholders  at any  meeting  thereof,  or  give  or  withhold  consent  to any
corporate  action or to receive  notice of meetings or other  actions  affecting
shareholders  (except as otherwise  expressly  provided  herein),  or to receive
dividends or subscription rights or otherwise, until the date of Holder's proper
exercise of this Warrant as described herein.

         7. Notices. Any notice, demand,  request, waiver or other communication
under this  Agreement  must be in  writing  and will be deemed to have been duly
given (i) on the date of  delivery  if  delivered  by hand to the address of the
party specified below (including delivery by courier),  or (ii) on the fifth day
after  deposit in the U.S.  Mail if mailed to the party to whom  notice is to be
given  to the  address  specified  below,  by first  class  mail,  certified  or
registered, return receipt requested, First Class postage prepaid:

to the Company:               Commodore Applied Technologies, Inc.
                              150 East 58th Street, Suite 3238
                              New York, New York 10155
                              Attn:  James M. DeAngelis, Chief Financial Officer


the Holder:                   Mathers Associates
                              230 Mathers Road
                              Amber, PA 19002
                              Attn:  Norbert J. Zeelander


Any party may from time to time change its address for the purpose of notices to
that party by a similar notice specifying a new address, but no such change will
be deemed to have  been given until it is  actually received by the party sought
to be charged with its contents.

         8.       General.
                  -------

              (a) This Warrant  shall be governed by and construed in accordance
with the laws of the State of Delaware  without  regard to its  conflict of laws
provisions.

                                       4
<PAGE>

              (b)  Section and  subsection  headings  used  herein are  included
herein for  convenience of reference only and shall not affect the  construction
of this Warrant or constitute a part of this Warrant for any other purpose.

              (c) This Warrant may be executed  simultaneously  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  when  instruments
originally executed by each party shall have been received by the Company.

              (d) This Warrant shall be binding upon and inure to the benefit of
the parties hereto and their respective successors, heirs and assigns.



         IN WITNESS  WHEREOF,  the Company has duly executed this Warrant on and
as of the date first set forth above.



                                          COMMODORE APPLIED TECHNOLOGIES,
                                          INC.



                                          By: /s/ James M. DeAngelis
                                          ---------------------------
                                          James M. DeAngelis, Chief Financial
                                          Officer

                                       5
<PAGE>
                                     NOTICE
                                       OF
                                WARRANT EXERCISE



TO:  Commodore Applied Technologies, Inc.:

         The undersigned  hereby  irrevocably elects to exercise the Warrant and
to purchase  thereunder  ______ full shares of Common  Stock  issuable  upon the
exercise of such Warrant.

         Please check the applicable  method by which the undersigned  elects to
exercise the Warrant:

              The Exercise  Price for this warrant  shall be paid by delivery of
              $___________ in cash as provided for in the Warrant.


              The undersigned requests that certificates for such Warrant Shares
              be issued in the name of:

                  Name: Mathers Associates

                  Address: 230 Mathers Road,  Amber, PA,  19002

                  Employer Identification Number. or S.S. No:  23-262-9222
                                                               -----------

         If such number of Warrants  shall not be all the Warrants  evidenced by
the Warrant document,  the undersigned  requests that a new document  evidencing
the Warrants not so exercised issued and registered in the name of and delivered
to:

               Mathers Associates
               ------------------
               Name

               230 Mathers Road, Amber, PA,  19002
               -----------------------------------
               Address

               Employer Identification Number or Social Security No. 23-262-9222
                                                                     -----------



Date: ________________              ________________________________________
                                            Signature



                                       6
<PAGE>