Exhibit 10.108
                                 --------------


                              SETTLEMENT AGREEMENT

         THIS SETTLEMENT AGREEMENT is made this 19th day of August, 2002, by and
among  Commodore  Applied  Technologies,  Inc.  for  itself and on behalf of its
officers, directors, agents, attorneys, and employees (hereinafter "Commodore"),
William J.  Russell  ("Russell"),  Tamie P.  Speciale  ("Speciale")  and Dispute
Resolution Management, Inc. for itself and on behalf of its officers, directors,
agents, and employees ("DRM").


1.       Recitals.
         ---------

         (A) On or about August 30, 2000,  Commodore entered into an Amended and
Restated Stock Purchase  Agreement (the "Agreement") with Russell,  Speciale and
DRM.

         (B) Commodore  breached its obligation  under  Paragraph  7.2(b) of the
Agreement, thereby giving Russell and Speciale the right to foreclose on the DRM
stock and the Commodore stock (the "Collateral")  pursuant to Paragraph 6 of the
Pledge and Security Agreement attached as Exhibit D to the Agreement.

         (C) On May 12, 2002,  Russell and Speciale  gave notice to Commodore of
their intent to foreclose on the Collateral..

         (D) On July 3, 2002, Russell and Speciale sent a notice to Commodore of
their intent to conduct a foreclosure sale on the Collateral on July 17, 2002.

         (E) On July 12,  2002,  Commodore  filed a  Complaint  and a Motion for
Temporary Restraining Order against Russell,  Speciale,  and DRM requesting that
the United States  District Court for the Southern  District of New York in Case
No. 02 CV 5341 (the "Litigation")  temporarily restrain and preliminarily enjoin
Russell and Speciale from conducting the foreclosure sale of the Collateral.


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         (F) At a hearing on July 16, 2002, Judge Denny Chin of the United State
District Court for the Southern District of New York denied  Commodore's  Motion
for a Temporary Restraining Order.

         (G) On July 17, 2002, Russell and Speciale conducted a foreclosure sale
of the  Collateral.  Russell and Speciale  were the  successful  bidders for the
Collateral.

         (H)  Commodore  is  indebted  to DRM for loans  totaling  approximately
$1,100,000.

         (I) The parties to this Settlement  Agreement  desire to compromise and
settle all disputes and controversies  between them in accordance with the terms
and conditions hereinafter set forth.

         NOW, THEREFORE, IN CONSIDERATION OF THE PAYMENTS, PROMISES,  CONVENANTS
AND MUTUAL  AGREEMENTS AS SET FORTH BELOW,  THE PARTIES HERETO AGREE AS FOLLOWS,
AND HEREBY STIPULATE THAT SUCH CONSIDERATION SHALL BE DEEMED TO BE SUFFICIENT:

         (1)  At  Closing,  Commodore  shall  deliver  the  executed  Notice  of
Dismissal  with  Prejudice  of the  Litigation  in the form  attached  hereto as
Exhibit A.

         (2) At Closing,  Commodore,  Russell,  Speciale, and DRM shall exchange
mutual releases in the form attached hereto as Exhibits B and C.

         (3) Commodore  acknowledges  that Russell and Speciale have  previously
returned to Commodore  4,750,000 shares of Commodore's common stock. At Closing,
Russell and Speciale agree to return to Commodore an additional 1,187,500 shares
of Commodore's common stock.

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         (4)  Russell  and  Speciale  waive any right  they may have to seek and
enforce any deficiency  judgment against Commodore to which they may be entitled
after the foreclosure sale on the Collateral.

          (5) At Closing or as soon thereafter as practicable, but in no event
later than September 30, 2002, Commodore shall issue to DRM 800,000 shares of
Series H Convertible Preferred Stock (par value $1.00) (the "Preferred Stock")
having the following rights:

              (a)   The  conversion  feature would first be  exercisable on June
                    30, 2003.

              (b)   Only  80,000  shares  of  the   Preferred   Stock  shall  be
                    convertible in any calendar  quarter  subsequent to June 30,
                    2003, and the remaining balance may be converted on or after
                    August 1, 2005.

              (c)   The  conversion  price  of  the  Preferred  Stock  shall  be
                    determined  by the  average  closing  price  of  Commodore's
                    common  stock in the  previous  30 trading  days,  but in no
                    event  shall  the  conversion  price be less  than  $.20 per
                    share.

              (d)   The  Preferred  Stock  shall have an annual  dividend of 3%,
                    payable in the Preferred  Stock within 30 days of the end of
                    Commodore's fiscal year.

              (e)   The Preferred Stock shall not be assignable.

              (f)   Commodore shall file such  appropriate  documentation  as is
                    necessary with the  Securities  and Exchange  Commission and
                    any listing exchange to insure that the underlying Commodore
                    common stock is registered and fully tradable.

         (6) At the time of the  delivery  of the  Preferred  Stock,  DRM  shall
provide a proxy to  Shelby  Brewer  ("Brewer")  in the form  attached  hereto as

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Exhibit D. The proxy shall  terminate  in the event that Brewer is no longer the
Chief Executive Officer of Commodore or shall expire automatically on the sooner
of August 1, 2004 or when such shares  subject to the proxy are no longer  owned
by DRM.

         (7)  Closing  shall be at the offices of  Lindquist & Vennum,  4200 IDS
Center, Minneapolis, Minnesota, on or before August 23, 2002. The Closing may be
conducted by U.S mail, e-mail or fascimile.

         (8) This Settlement Agreement is made pursuant to and shall be governed
by the laws of the State of Utah.

         (9)  Neither  this  Settlement  Agreement  nor any  provisions  of this
Settlement  Agreement  can be  modified  or  waived  in any  part,  except by an
agreement in writing signed by each of the parties hereto,  expressly consenting
to such modification or waiver.

         (10) All parties hereto do hereby  acknowledge and agree that they have
been  represented  by  independent  counsel of their own choice  throughout  all
negotiations which preceded the execution of this Settlement Agreement, and that
they have  executed  this  Settlement  Agreement  with the  consent and upon the
advice of said independent counsel.

         (11) The parties  hereto  understand,  acknowledge  and agree that this
Settlement   Agreement   shall  inure  to  the  benefit  of  their   successors,
administrators, executors, representatives, heirs, and assigns.

         (12) Any dispute arising under this Settlement Agreement, including any
dispute   regarding  the  application  or   interpretation  of  this  Settlement
Agreement, shall be resolved by binding arbitration under the supervision of the
American  Arbitration  Association  pursuant  to its  rules  for  resolution  of
commercial  disputes.  Any such proceeding shall be conducted in Salt Lake City,
Utah.

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                                          Commodore Applied Technologies, Inc.

Dated:  August 19, 2002                   By: /s/ Shelby T. Brewer
        ---------------                   --------------------
                                          Its: Chairman & CEO
                                               --------------


Dated:  August 19, 2002                   /s/ William J. Russell
        ---------------                   ----------------------
                                          William J. Russell


Dated: August 19, 2002                    /s/ Tamie P. Speciale
       ---------------                    ---------------------
                                          Tamie P. Speciale


Dated: August 19, 2002                    Dispute Resolution Management, Inc.
       ---------------

                                          By: /s/ Tamie P. Speciale
                                          -------------------------
                                          Its: President & COO
                                               ---------------

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