Exhibit 10.114
                                 --------------


                           MEMORANDUM OF UNDERSTANDING
                                FOR AMENDMENT OF
                       $500,000 CXI BRIDGE LOAN DOCUMENTS

         1.  Transaction:   (i)  Securities  Purchase  Agreement  by  and  among
Commodore  Environmental   Services,   Inc.,  a  Delaware  corporation  ("COES")
Commodore  Applied  Technologies,  Inc.,  a Delaware  corporation  ("CXI"),  and
Mathers  Associates,  Klass  Partners,  Ltd.,  Jon Paul Hannesson and Stephen A.
Weiss, Esq. (individually an "Investor" and collectively, the "Investors"), (ii)
corresponding  12%  Senior  Secured  Promissory  Notes  due July 13,  2001  (the
"Notes")  originally issued in the aggregate  principal amount of up to $500,000
issued to the Investors in the  proportion  shown on Schedule A annexed  hereto,
(iii) the Security  Agreement (iv) the Registration  Rights  Agreement,  (v) the
"DRM  Undertaking",  and all other  documents  executed and  delivered  incident
thereto,  all dated as of November  13,  2000  (collectively  the  "Bridge  Loan
Documents").

         2. Amendments:  Notwithstanding  anything to the contrary in the Bridge
Loan  Documents,  the  Investors,  CXI and COES hereby agree to amend the Bridge
Loan Documents as follows:

         (a). The  Maturity  Date (as defined in the Notes) of all Notes will be
         extended so that all of the unpaid  principal  and accrued  interest on
         the Notes  shall be  payable on or before  January  1, 2004.  The Notes
         shall be subject to mandatory prepayment as set forth in 2(b) below.

         (b). The Notes will be subject to earlier mandatory prepayment or whole
         or in part,  as the case may be, out of all net  proceeds  in excess of
         $3.0 million which CXI or any  subsidiary of CXI shall receive from any
         third party in  connection  with any on or more debt and/or equity cash
         financings.  Any such mandatory  prepayments  shall be applied first to
         accrued and unpaid  interest and net to principal in the order of first
         maturing  indebtedness.   CXI  shall  provide  the  Investors  (or  its
         representative, Greenberg Traurig, LLP) with true copies of all letters
         of intent or  related  written  proposals  acceptable  to CXI which are
         received by CXI in connection  with any such external  financings,  not
         later  than 10 days from  receipt of same;  failure  to so provide  the
         Investors  with such copies to represent an event of default  under the
         Notes.

         (c) An "event of default"  under the Notes (as restated by the terms of
         this Memorandum of  Understanding  ("MOU")) shall consist of: (i) CXI's
         failure to register under the  Securities Act of 1933, as amended,  for
         the benefit of the  Investors all shares of CXI common stock and shares
         issuable  under  the CXI  warrants  described  herein,  pursuant  to an


<PAGE>

         effective  registration  statement on Form S-3 or Form S-1 by not later
         than August 31, 2003;  or (ii) the voluntary or  involuntary  filing of
         any proceedings  against CXI under Chapter 11 of the Federal Bankruptcy
         Act or similar state statutes.

         (d).  Contemporaneously  herewith,  CXI shall (i) extend the expiration
         date on Warrants  previously issued pro rata, to the Investors on April
         16, 2001, for 1,000,000  shares of CXI common stock,  each such warrant
         to have an exercise  price equal to the April 5, 2001 closing price for
         CXI's common stock (i.e., $0.05 per share) and will now expire on April
         16, 2004; (ii) CXI shall issue to the Investors, pro rata, warrants for
         an  additional  500,000  shares of CXI common stock in the form as that
         attached  hereto,  each such warrant to have an exercise price equal to
         the October 29, 2002 closing price for CXI's common stock (i.e.,  $0.05
         per share)  and will  expire on January  1,  2005.  The  warrants  will
         contain cashless  exercise  features and the shares of CXI common stock
         issuable  upon  exercise  of  the  warrants  will  be  included  in S-3
         registration statement that CXI will file with the SEC by May 31, 2003.
         In all  other  respects,  the  warrants  shall be  subject  to the same
         registration  rights  as  are  contained  in  the  Registration  Rights
         Agreement;  and  (iii)  CXI  shall  cancel  the  Warrant  issued to the
         Investors  on January 24,  2002,  pro rata,  for 500,000  shares of CXI
         common  stock,  with an  exercise  price  equal to the January 24, 2002
         closing price for CXI's common stock (i.e., $0.15 per share).

         (e). CXI will file an S-3  registration  statement  with the SEC by May
         31, 2003 and shall  cause such  registration  statement  to be declared
         effective by the SEC by not later than August 31, 2003.

         (f). The Investors shall subordinate their security  agreement in their
         Collateral  (as  defined  in the  Security  Agreement)  in favor of any
         lender to the extent of the first $3.0 million of net  proceeds  (after
         selling  commissions but before other customary closing costs) received
         by CXI in connection  with any  indebtedness  owed by CXI to such third
         party lender;  provided,  that such third party lender shall not be any
         affiliate of CXI.

         3.  Holders  Representations.   The  Investors  will,  and  hereby  do,
represent that: (i) they are and since November 13, 2000, have been, the holders
of the  Notes,  (ii) they have full  power and  authority  to agree to the terms
herein,  and to make execute and deliver this  Memorandum of  Understanding  and
(iii) if  subsequent  definitive  agreements  are  necessary to  implement  this
Memorandum of Understanding,  at the time thereof, they will have full power and
authority  to agree to the terms  herein,  and to make  execute and deliver such
definitive agreements.

         4.  Representations  by Corporation  Parties.  Each  corporation  party
separately  represents to the Investors and to each other corporation party that
(i) it has full power and  authority to agree to the terms  herein,  and to make
execute and deliver this  Memorandum of  Understanding  (ii) this  Memorandum of

                                       2
<PAGE>

Understanding has been duly approved and authorized by the board of directors of
CXI; and (iii) if subsequent  definitive  agreements  are necessary to implement
this Memorandum of Understanding,  at the time thereof,  it will have full power
and authority to agree to the terms herein, and to make execute and deliver such
definitive agreements.

         5. No default.  Each investor hereby  acknowledges and agrees that when
each party to this Memorandum of  Understanding  has executed and delivered this
Memorandum Of  Understanding to each other party and when each of the conditions
precedent  set forth  below have been met,  the Notes and all other  Bridge Loan
Documents shall be deemed to be in compliance as of the Effective Date hereof.

         6. Definitive Agreements.  Any party hereto may request the preparation
of and  execution  and  delivery by each party hereto of  definitive  agreements
which definitive  agreements shall  incorporate the terms hereof. In the absence
of the making, preparation and delivery of these agreements,  this Memorandum of
Understanding  is and shall be the  definitive  agreement  of the  parties  with
respect the amendment of the Bridge Loan Documents.

         7.  Conditions  Precedent.  It shall be a  condition  precedent  of the
effectiveness to this Memorandum of Understanding that on or before 1:00 P.M. on
Monday,  February  10,  2003 each party  hereto  shall  execute  and  deliver by
facsimile  transmission a copy of this Memorandum of Understanding to each other
party  hereto.  This MOU may be  executed in  counterparts,  each of which shall
constitute an original.

         8.  Incorporation  by  reference.   All  of  the   representations  and
warranties  made by each of the parties to the Security  Purchase  Agreement are
incorporated  herein by reference and are hereby deemed to be made to each other
party as fully as if set forth at length  herein.  Except as otherwise set forth
herein,  the Bridge Loan  Documents  shall remain in full force and effect as of
their  original  effective  date  according to the terms  contained  therein and
binding upon the parties thereto and hereto.

         9.  Counterpart,  Delivery and Fax  Signatures.  This  Agreement may be
executed  in any  number  of  counterparts,  each of which  shall be  deemed  an
original,  but all of which taken  together  shall  constitute  one and the same
instrument.  The direct or indirect  delivery by hand delivery,  mail,  courier,
facsimile or  otherwise,  by any party hereto to any other party hereto  bearing
the  facsimile  signature  of such  party  shall be deemed to be  execution  and
delivery of an original  counterpart version of this Memorandum of Understanding
and shall be deemed to be effective and binding upon such person.


                [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                       3
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Memorandum of Understanding this 18th day of November 2002 and made effective as
of the 29th day of October 2002 (the "Effective Date").




                                    COMMODORE APPLIED TECHNOLOGIES, INC.


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





                                    INVESTORS:

                                    MATHERS ASSOCIATES


                                    /s/ Norbert J. Zeelander
                                    ------------------------
                                    Norbert J. Zeelander, General Partner


                                    KLASS PARTNERS, LTD

                                    /s/ Misha Krakowsky
                                    -------------------
                                    Misha Krakowsky, President



                                    /s/ Jon Paul Hannesson
                                    ----------------------
                                    Jon Paul Hannesson



                                    /s/ Stephen A. Weiss
                                    --------------------
                                    Stephen A. Weiss



                                       4
<PAGE>
<TABLE>
<CAPTION>

                             Schedule A - INVESTORS

------------------------------------------------------------------------------------------------------------------------------------
                              Amount of Original    Number of Cancelled Warrants  Number of New Warrants for  Number of Warrants for
   Name and Address:        Investment on November   for CXI Common Stock issued   CXI Common Stock issued   CXI Common Stock issued
                                   13, 2000               January 24, 2002:           October 29, 2002:           on April 16, 2001
                                                                                                               subject to extension:
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                         <C>                         <C>                         <C>
Mathers Associates
C/o Norbert Zeelander              $150,000                    166,667                     166,667                     300,000
230 Mathers Road
Ambler, PA 19002
------------------------------------------------------------------------------------------------------------------------------------
Jon Paul Hannesson
165 East 66th Street               $ 75,000                     83,332                      83,332                      150,000
Apt. 7D
New York, New York 10021
------------------------------------------------------------------------------------------------------------------------------------
Stephen A. Weiss
315 West End Avenue                $ 25,000                     27,778                      27,778                       50,000
Apartment 4B
New York, NY 10023
------------------------------------------------------------------------------------------------------------------------------------
Klass Partners, Ltd.
C/o Misha Krakowski                $250,000                    222,222                     222,222                     500,000
10 Tsamarot Street
Apt. 152
Hertzelia, Israel 46432
------------------------------------------------------------------------------------------------------------------------------------
Total . . . .                      $500,000                    500,000                     500,000                    1,000,000
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>