Exhibit 10.103
                                 --------------



                           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.  (except for Klass Partners,  Ltd.,  individually an "Investor" and
collectively, the "Investors"), (ii) corresponding 12% Senior Secured Promissory
Notes due February 12, 2001 (the "Notes") 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  100% of all of the  unpaid  principal  and  accrued
         interest  on the Notes  shall be payable on or before on May 31,  2002.
         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
         $1.5 million which CXI or any  subsidiary of CXI shall receive from any
         third party in connection  with any one or more debt and/or equity cash
         financings  (exclusive of any funds distributed to CXI from its Dispute
         Resolution  Management,  Inc.  ("DRM"  subsidiary).  Any such mandatory
         prepayments  shall be applied first to accrued and unpaid  interest and
         next 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
         effective  registration  statement on Form S-3 or Form S-1 by not later
         than May 31, 2002;  (ii) the occurrence of an "Event of Default" by CXI
         under the August 30, 2000 Amended and Restated Stock Purchase Agreement
         among CXI,  DRM,  William J.  Russell and Tamie P.  Speciale  (the "DRM
         Principals")  and the related  exercise by the DRM Principals of any of
         their  rights  and  remedies  to  foreclose  upon 81% of the  shares of
         capital  stock of DRM  under a pledge  agreement  with CXI  dated as of
         August 30, 2000,  which has been further  amended on September 20, 2001
         and on  October  26,  2001 to give CXI an  additional  260 days to make


<PAGE>

         payment in full under the Repurchase Obligation; or (iii) the voluntary
         or involuntary  filing of any proceedings  against CXI under Chapter 11
         of the Federal Bankruptcy Act or similar state statutes.

         (d) If and for so long as no event of  default  under the  Notes  shall
         occur, the Investors shall irrevocably and unconditionally  waive their
         rights to all cash dividends,  other distributions or loans from DRM to
         CXI (the "DRM  Distributions")  from  November  12,  2000  through  and
         including May 31, 2002. From and after the earlier to occur of an event
         of default of the Notes or May 31,  2002,  all funding from DRM to CXI,
         if any, will first be paid to the Investors or their successors (to the
         extent the Notes are still unpaid) as per the terms of the existing DRM
         Undertaking letter.

         (e). Contemporaneously  herewith, 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 January 24,  2002  closing  price for CXI's  common
         stock  (i.e.,  $0.15 per share).  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, 2002. In all other respects,
         the warrants  shall be subject to the same  registration  rights as are
         contained in the Registration Rights Agreement.

         (f). CXI will file an S-3  registration  statement  with the SEC by May
         31, 2002 and shall  cause such  registration  statement  to be declared
         effective by the SEC by not later than August 31, 2002.

         (g). 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 $1.5 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 an
         affiliate of CXI or its DRM subsidiary.

         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
each of CXI,  Commodore  Environmental  Services,  Inc.  and DRM;  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 to 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
Friday,  February  01,  2002 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.

                                       3
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Memorandum of Understanding  this 29h day of April 2002 and made effective as of
the 24th day of January 2002 (the "Effective Date").

                                    COMMODORE APPLIED TECHNOLOGIES, INC.


                                    By: /s/ Shelby T. Brewer
                                    ------------------------
                                    Name:  Shelby T. Brewer
                                    Title:    President

                                    COMMODORE ENVIRONMENTAL SERVICES, INC.


                                    By:  /s/ Jerry Karlik
                                    ---------------------
                                    Name:  Jerry Karlik
                                    Title:    President

                                    DISPUTE RESOLUTION MANAGEMENT, INC.


                                    By: /s/ William J. Russell
                                    --------------------------
                                    Name:  William J. Russell
                                    Title:    President



                                    INVESTORS:

                                    MATHERS ASSOCIATES


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


                                    KLASS PARTNERS, LTD.


                                    /s/ Misha Krakowsky
                                    -------------------
                                    Misha Krakowsky, General Partner



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


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


                                       4
<PAGE>
<TABLE>
<CAPTION>

                                   Schedule A


                                   INVESTORS


    -------------------------------------------- -------------------------------- -----------------------------------
                                                                                    Number of New Warrants for CXI
                 Name and Address:                 Principal Amount Invested:               Common Stock:

    -------------------------------------------- -------------------------------- -----------------------------------
    <S>                                                     <C>                                <C>
    Mathers Associates
    C/o Norbert Zeelander                                   $ 75,000                           166,667
    230 Mathers Road
    Ambler, PA 19002
    -------------------------------------------- -------------------------------- -----------------------------------
    Jon Paul Hannesson
    165 East 66th Street                                    $ 37,500                            83,333
    Apartment 7E
    New York, New York 10021
    -------------------------------------------- -------------------------------- -----------------------------------
    Stephen A. Weiss
    200 Park Avenue, 14th Floor                             $ 12,500                            27,778
    New York, NY 10166
    -------------------------------------------- -------------------------------- -----------------------------------
    Klass Partners
    C/o Misha Krakowsky                                     $100,000                           222,222
    391 Brooke Avenue
    Toronto, Ontario M5M2L5

    -------------------------------------------- -------------------------------- -----------------------------------
   Total . . . .                                            $225,000                           500,000
    -------------------------------------------- -------------------------------- -----------------------------------

</TABLE>

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<PAGE>