Exhibit 10.77
-------------


                           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 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 50% of all of the unpaid principal and accrued
         interest on the Notes shall be payable on or before on June 30, 2001
         and the balance, or 50% of all unpaid principal and accrued interest on
         the Notes, shall be due and payable on or before July 31, 2001. 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
         $1.0 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 (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
         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

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         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, 2001; (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; 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 July 31, 2001. From and after the earlier to occur of an
         event of default the Notes or July 31, 2001, 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 1.0 million shares of CXI common stock
         in the form as that attached hereto, each such warrant to have an
         exercise price equal to the April 5, 2001 closing price for CXI's
         common stock (i.e., $0.22 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 $1.0 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 or its DRM subsidiary.

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<PAGE>


         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
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 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, April 16, 2001 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.


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<PAGE>

         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.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Memorandum of Understanding this 16th day of April 2001 and made effective as of
the 5th day of April 2001 (the "Effective Date").

                                    COMMODORE APPLIED TECHNOLOGIES, INC.


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

                                    COMMODORE ENVIRONMENTAL SERVICES, INC.


                                    By:
                                       -----------------------------------
                                    Name:  Jerry Karlik
                                    Title:

                                    DISPUTE RESOLUTION MANAGEMENT, INC.


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

                                    INVESTORS:

                                    MATHERS ASSOCIATES



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


                                    KLASS PARTNERS, LTD




                                    --------------------------------------
                                    Misha Krakowsky, President


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<PAGE>


                                    --------------------------------------
                                    Jon Paul Hannesson




                                    --------------------------------------
                                    Stephen A. Weiss


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                                   Schedule A


                                    INVESTORS
<TABLE>
<CAPTION>



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

    -------------------------------------------- -------------------------------- -----------------------------------
    <S>                                                     <C>                               <C>
    Mathers Associates
    230 Mathers Road                                        $150,000                            300,000
    Ambler, PA 19002
    -------------------------------------------- -------------------------------- -----------------------------------
    Jon Paul Hannesson
    150 East 58th Street                                      75,000                            150,000
    Suite 3410
    New York, New York 10155
    -------------------------------------------- -------------------------------- -----------------------------------
    Stephen A. Weiss
    200 Park Avenue, 14th Floor                               25,000                             50,000
    New York, NY 10166
    -------------------------------------------- -------------------------------- -----------------------------------
    Klass Partners, Ltd.
    391 Brooke Avenue                                       $250,000                            500,000
    Toronto, Ontario M5M2L5
    -------------------------------------------- -------------------------------- -----------------------------------
    Total                                                   $500,000                          1,000,000
    -------------------------------------------- -------------------------------- -----------------------------------
</TABLE>




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