Exhibit 10.137
                                 --------------




                                       AB


                      Commodore Applied Technologies, Inc.
                        150 East 58th Street, Suite 3238
                            New York, New York 10155
                Telephone (212)-308-5800 Facsimile (212)-753-0731
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                          WARRANT TO PURCHASE SHARES OF
              COMMON STOCK OF COMMODORE APPLIED TECHNOLOGIES, INC.


                                                                        02/15/04
                                                                    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 04/16/06

         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 04/16/01 (the "Commencement  Date") and
ending at 5:00 p.m.  EST, on  04/16/06,  a date which is five (5) years from the
Commencement  Date (the "Expiration  Date"), at an exercise price per share (the
"Exercise  Price") which shall be equal to five cents  ($0.0285) 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,

         1. Exercise Price and Expiration.

         (d) (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

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<PAGE>

with the following: (i) a duly completed and executed Notice of Warrant Exercise
in the form annexed hereto, and (ii) Payment of the purchase price of any shares
of Common Stock,  in respect of which the Warrant  shall be exercised,  shall be
made by the Warrant  Holder or such person or persons at the place  specified by
the Company on the date the Notice is received by the Company (i) by  delivering
to the Company a certified or bank  cashier's  check payable to the order of the
Company,  (ii) if consented to by the Company in writing,  by  delivering to the
Company   properly   endorsed   certificates  of  shares  of  Common  Stock  (or
certificates   accompanied  by  an  appropriate   stock  power)  with  signature
guaranties by a bank or trust company,  (iii) by having  withheld from the total
number of  shares  of Common  Stock to be  acquired  upon the  exercise  of this
Warrant a specified  number of such shares of Common Stock,  (iv) by any form of
"cashless" exercise or (v) by any combination of the foregoing.  For purposes of
the immediately  preceding  sentence,  an exercise effected by the tender of the
Common  Stock (or deemed to be  effected  by the tender of Common  Stock) may be
consummated  only with  Common  Stock  held by the  Warrant  Holder  for six (6)
months.

         (e) 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.

         (f) 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.

         (g) 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.

         (h)  The  Company  shall  not be  required  to  issue  or  deliver  any
certificate or  certificates  for shares of its Common Stock  purchased upon the
exercise of any part of the Warrant  prior to the payment to the  Company,  upon
its demand, of any amount requested by the Company for the purpose of satisfying
its liability,  if any, to withhold  federal,  state or local income or earnings
tax or any other  applicable  tax or  assessment  (plus  interest  or  penalties
thereon, if any, caused by a delay in making such payment) incurred by reason of
the exercise of this Warrant or the transfer of shares  thereupon.  Such payment
shall be made by the Warrant Holder in cash or, with the written  consent of the
Company,  by tendering  to the Company  shares of Common Stock equal in value to
the amount of the required withholding. In the alternative,  the Company may, at
its option, satisfy such withholding requirements by withholding from the shares
of Common Stock to be delivered to the Warrant Holder pursuant to an exercise of
the  Warrant a number of shares of Common  Stock equal in value to the amount of
the required withholding.


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<PAGE>

         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.

         (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

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<PAGE>

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.

         (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.

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<PAGE>

         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.

         (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.



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<PAGE>

         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, Chief Financial Officer



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<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



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