COMMODORE APPLIED TECHNOLOGIES INC
<DOCUMENT>
<TYPE>EX-10.55
<SEQUENCE>16
<FILENAME>exhib1055.txt
<TEXT>

                                                                   EXHIBIT 10.55
                                                                   -------------




                          SECURITIES PURCHASE AGREEMENT
                          -----------------------------


         THIS  AGREEMENT,  dated as of November 13, 2000, is entered into by and
among Commodore  Environmental  Services,  Inc., a Delaware corporation ("COES")
with its principal  office at 150 East 58th Street,  32nd Floor,  New York,  New
York  10155;  Commodore  Applied  Technologies,  Inc.,  a  Delaware  corporation
("CXI"),  with its  principal  office at 150 East 58th Street,  32nd Floor,  New
York, New York 10155;  and those investors  listed on Schedule 1 attached hereto
(the "Investors").

         WHEREAS,  CXI, COES and the  Investors  have agreed that CXI will issue
and sell to the Investors 12% Senior Secured  Promissory  Notes due February 14,
2001 (the  "Notes") in the form  attached  hereto as Exhibit A in the  aggregate
principal amount of up to $500,000 (the "Full Commitment Amount"), and COES will
issue and sell to the Investors up to 1,000,000  shares of common  stock,  $.001
par value per share of CXI owned by COES (the "CXI Common Stock"), at a purchase
price of $.01 per share (the "Stock Purchase Amount");

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto hereby agree as follows:

         SECTION 1.        Authorization and Sale of the Notes.
                           -----------------------------------

                (a) Authorization.  Prior to the Closing (as defined below), CXI
shall have authorized the sale and issuance of the Notes.

                (b) Sale of Notes.  Subject to the terms and  conditions of this
Agreement,  at the Closing, CXI shall sell and issue to each Investor,  and each
Investor shall purchase and acquire from the Corporation, a Note in the original
principal amount as is listed on Schedule 1 hereto opposite such Investor's name
for an aggregate of $500,000.  CXI's  agreement  with each of the Investors is a
separate  agreement,  and the sale of the  Notes to each of the  Investors  is a
separate sale.

         SECTION 2.        Closing of Sale of the Notes.
                           ----------------------------

                (a) The Closing.  The closing  with respect to the  transactions
contemplated  herein shall take place at the offices of Greenberg Traurig,  LLP,
200 Park  Avenue,  New York,  NY 10166 at 10:00  a.m.  on the date  hereof  (the
"Closing")  or at such other time,  date and place as are mutually  agreeable to
CXI, COES and the Investors.  At the Closing, each Investor who shall purchase a
Note  hereunder  shall  deliver  to CXI two  executed  Signature  Pages  to this
Agreement, completed and executed by such Investor. If at the Closing any of the
conditions  specified  in Section 7 shall not have been  fulfilled,  each of the
Investors shall, at his, her or its election,  be relieved of all of his, her or



<PAGE>

its  obligations  under this Agreement  without thereby waiving any other rights
he, she or it may have by reason of such failure or non-fulfillment.

                (b)  Issuance  of Note.  On the date of the  Closing,  CXI shall
issue and deliver to each  Investor an executed  Note in the original  principal
amount as is set forth  opposite  such  Investor's  name on  Schedule 1 attached
hereto.

         SECTION 3.        Description of the Notes.
                           ------------------------

                (a)  Maturity.  CXI  shall  pay each  Investor  the  outstanding
principal amount,  together with all accrued and unpaid interest on the earliest
to occur (the  "Maturity  Date") of (i) the  prepayment  of the Notes out of one
hundred  percent  (100%)  of  the  first  proceeds  received  by  CXI  as a cash
distribution  (whether in the form of an intercompany  dividend,  bonus, loan or
otherwise) from Dispute Resolution Management,  Inc., a Utah corporation ("DRM")
and an 81% owned  subsidiary of CXI, or (ii) the  consummation of a contemplated
Two Million Dollars ($2,000,000) debt financing with BHC Funding,  Inc. or (iii)
on February 14, 2001. The Notes may be prepaid at any time, on five (5) business
days prior notice, without penalty.

                (b) Interest.  The Notes shall bear interest at a rate per annum
equal to 12%. Interest shall be payable at the Maturity Date.

                (c) Lost, Stolen, Damaged and Destroyed Notes. At the request of
any Investor,  CXI will issue,  at its expense,  in  replacement  of any Note or
Notes lost,  stolen,  damaged or  destroyed,  upon  surrender  of the  mutilated
portions thereof,  if any, a new Note or Notes of the same denomination,  of the
same unpaid  principal  amount and  otherwise  of the same tenor as, the Note or
Notes so lost, stolen,  damaged or destroyed.  CXI may condition the replacement
of a Note reported by an Investor as lost,  stolen or destroyed upon the receipt
from such Investor of an indemnity or security reasonably satisfactory to CXI.

         SECTION  4. CXI Common  Stock.  At the  Closing,  each  Investor  shall
purchase from COES and COES shall issue and sell to each Investor that number of
shares of CXI Common Stock,  set forth opposite such Investor's name on Schedule
1 attached hereto under the heading "Number of Shares of CXI Common Stock " at a
purchase price of $.01 per share.

         SECTION  5.  Representations  and  Warranties  of CXI  and  COES to the
                      ----------------------------------------------------------
                      Investors.
                      ---------

         CXI, as to information or matters relating solely to itself,  and COES,
as to information or matters relating solely to itself,  severally represent and
warrant to the Investors as follows:

                (a) Organization.  They are duly organized, validly existing and
in good  standing  under  the  laws of the  State  of  Delaware.  They  have all
requisite  corporate  power  and  authority  to own and lease  their  respective
property,  to carry on their respective businesses as presently conducted and as
proposed to be conducted, and to carry out the transactions contemplated by this
Agreement,  and each are duly  licensed or qualified to do business as a foreign
corporation  in each  jurisdiction  in which  the  conduct  of their  respective
businesses or ownership or leasing of their respective  properties requires them
to be so  licensed  or  qualified,  except  where  failure to be so  licensed or
qualified  would not, in the  aggregate,  have a material  adverse effect on the

                                       2
<PAGE>

respective  businesses,  results  of  operations,  or  condition  (financial  or
otherwise) or prospects of CXI or COES (each a "Material Adverse Effect").  Each
of CXI and COES has  furnished  to counsel to the  Investors  true and  complete
copies of their  respective  Certificates of Incorporation  and Bylaws,  each as
amended to date and currently in effect.

                (b) Capitalization. The authorized capital stock of CXI and COES
(immediately  prior to the Closing)  each are as set forth under Section 5(b) on
the Disclosure Schedule attached hereto (collectively, the "Capital Stock"). All
of the issued and  outstanding  shares of Capital Stock has been duly authorized
and  validly  issued and is fully paid and  non-assessable.  Except as set forth
under  Section  5(b)  on  the  Disclosure   Schedule  attached  hereto,  (i)  no
subscription,  warrant, option,  convertible security or other right (contingent
or  otherwise)  to purchase or acquire any shares of Capital Stock is authorized
or outstanding, (ii) there are no obligations (contingent or otherwise) to issue
any subscription,  warrant, option,  convertible security or other such right or
to issue or  distribute  to  holders  of any  shares  of the  Capital  Stock any
evidences  of  indebtedness  or assets of CXI or COES and (iii) there  exists no
obligation  (contingent or otherwise) to purchase,  redeem or otherwise  acquire
any shares of the Capital  Stock or any interest  therein or to pay any dividend
or make any  other  distribution  in  respect  thereof.  All of the  issued  and
outstanding  shares of  Capital  Stock  have been  offered,  issued  and sold in
compliance with applicable federal and state securities laws.

                (c) SEC Documents,  Financial Statement. The Common Stock of CXI
is registered  pursuant to Section 12(b) of the Securities Exchange Act of 1934,
as amended (the  "Exchange  Act"),  and currently  trades on the American  Stock
Exchange,  Inc. CXI has timely filed all reports,  schedules,  forms, statements
and other documents  required to be filed by it with the Securities and Exchange
Commission  ("SEC") pursuant to the reporting  requirements of the Exchange Act,
including  material filed pursuant to Section 13(a) or 15(d) of the Exchange Act
(all of the foregoing including filings  incorporated by reference therein being
referred to herein as the "SEC Documents").  CXI has delivered or made available
to each of the Investors  true and complete  copies of the SEC  Documents  filed
with the SEC  since  March  1998.  CXI has not  provided  to the  Investors  any
information which, according to applicable law, rule or regulation,  should have
been disclosed  publicly by CXI but which has not been so disclosed,  other than
with respect to the  transactions  contemplated by this  Agreement.  As of their
respective  dates,  the SEC Reports  complied in all material  respects with the
requirements  of the  Exchange  Act and the  rules  and  regulations  of the SEC
promulgated  thereunder  and other  federal,  state and  local  laws,  rules and
regulations applicable to such documents.  As of their respective dates, none of
the SEC Reports  referred to above contained any untrue  statement of a material
fact or  omitted  to state a  material  fact  required  to be stated  therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made,  not  misleading.  The  financial  statements of CXI
included in the SEC  Documents  comply as to form in all material  respects with
applicable  accounting  requirements  and the published rules and regulations of
the SEC or other applicable  rules and regulations  with respect  thereto.  Such
financial  statements  have been  prepared  in  accordance  with  United  States
generally accepted accounting  principles ("GAAP") applied on a consistent basis
during the periods  involved  (except (i) as may be otherwise  indicated in such
financial  statements  or the  notes  thereto  or (ii) in the case of  unaudited
interim  statements,  to the extent  they may not  include  footnotes  or may be
condensed or summary  statements),  and fairly present in all material  respects
the  financial  position  of CXI as of the  dates  thereof  and the  results  of
operations  and cash flows for the periods then ended  (subject,  in the case of
unaudited statements, to normal year-end audit adjustments).


                                       3
<PAGE>

                (d) Authorization and Issuance. The issuance,  sale and delivery
of the  Notes  and the  shares  of CXI  Common  Stock in  accordance  with  this
Agreement have been, or will be on or prior to the Closing,  duly  authorized by
all  necessary  corporate  action on the part of each of CXI and  COES,  and the
shares of CXI Common Stock have been duly reserved for  issuance.  The shares of
CXI Common  Stock,  when issued,  sold and  delivered  by COES  against  payment
therefor in accordance with the provisions of this  Agreement,  will be duly and
validly issued,  fully paid and  non-assessable and free and clear of all liens,
claims, encumbrances or rights of third parties.

                (e)  Authority  for  Agreement  and  Ancillary  Agreements.  The
execution, delivery and performance by CXI and COES, as the case may be, of this
Agreement,  the Notes, the CXI Common Stock and all other agreements required to
be  executed  by CXI or COES,  as the case  may be,  on or prior to the  Closing
pursuant to Section 7(c) (the "Ancillary  Agreements"),  and the consummation by
CXI and COES, as the case may be, of the  transactions  contemplated  hereby and
thereby,  have been duly  authorized by all requisite  action on the part of CXI
and COES,  repectively.  This Agreement has been,  and the Ancillary  Agreements
when executed,  will have been,  duly executed and delivered by CXI and COES, as
the case may be, and constitute  valid and binding  obligations of CXI and COES,
as the case may be,  enforceable in accordance with their terms.  The execution,
delivery and performance of this Agreement, and the Ancillary Agreements and the
compliance with their provisions by CXI and COES, as the case may be, will not:

                           (i) violate any provision of law, statute, ordinance,
         rule or regulation or any ruling, writ, injunction,  order, judgment or
         decree of any court,  administrative  agency or other governmental body
         where  such  violation  would  have a  material  adverse  effect on the
         business,  financial conditions,  results of operations or prospects of
         any of (i) COES, (ii) CXI when taken as a consolidated  whole, or (iii)
         DRM (individually or collectively, a "Material Adverse Effect");

                           (ii)  conflict with or result in any breach of any of
         the terms,  conditions or provisions of, or constitute (with due notice
         or lapse of time,  or both) a  default  (or give  rise to any  right of
         termination,  cancellation  or  acceleration)  under (A) any agreement,
         document,  instrument,  contract,  understanding,   arrangement,  note,
         indenture,  mortgage  or lease to which CXI,  COES or DRM is a party or
         under which CXI, COES or DRM or any of their respective assets is bound
         or affected where such default would have a Material Adverse Effect, or
         (B) the respective Certificates of Incorporation or Bylaws of COES, CXI
         or DRM; or

                           (iii)  result in the  creation of any lien,  security
         interest,  charge or encumbrance upon any of the respective  properties
         or assets of CXI, COES or DRM.

                (f) Consents and Approvals. No authorization,  consent, approval
or other order of, or declaration to or filing with, any governmental  agency or
body (other than filings required to be made under applicable  federal and state
securities laws) is required for the valid  authorization,  execution,  delivery
and  performance  by CXI and COES of this  Agreement or the issuance and sale of
the Notes  and/or  shares of CXI Common  Stock.  CXI and COES have  obtained all
other  consents  and  shareholder  approvals  that are  necessary  to permit the


                                       4
<PAGE>

consummation   of  the   transactions   contemplated   hereby.   Based   on  the
representations  of the Investors  set forth in Section 6 of this  Agreement and
the conduct of CXI and COES,  respectively,  the offer, sale and issuance of the
Notes and  shares of CXI  Common  Stock will be in  compliance  with  applicable
federal and state securities laws.

                (g) Absence of  Changes.  Except for a notice to CXI from Acstar
Insurance  Company  ("Acstar"),  a surety that CXI  indemnified for surety bonds
(the  "Bonds")  Acstar  issued in the  aggregate  amount of $600,000 to Maryland
Environmental  Services  ("MES") and Commodore  Separation  Technologies,  Inc.,
informing  CXI that MES had made a claim  against the Bonds and as  disclosed in
the SEC Documents,  since June 30, 2000 CXI has not incurred any  liabilities or
obligations,  direct or contingent,  not in the ordinary course of business,  or
entered into any transaction  not in the ordinary  course of business,  which is
material  to its  businesses  of CXI and  CXI is not  aware  of any  prospective
adverse change in the condition (financial or otherwise),  net worth, results of
operations,  business,  key personnel or properties  which would have a Material
Adverse  Effect,  and CXI has not  become  a party  to any  material  litigation
whether or not in the ordinary course of business.

                (h)   Litigation.   There   is   no   material   action,   suit,
investigation, customer complaint, claim or proceeding at law or in equity by or
before any arbitrator,  governmental instrumentality or other agency now pending
or, to the knowledge of CXI,  threatened against CXI (or basis therefor known to
CXI), the adverse outcome of which would have a Material Adverse Effect.  CXI is
not subject to any judgment,  order, writ,  injunction or decree of any Federal,
state, municipal or other governmental  department,  commission,  board, bureau,
agency or  instrumentality,  domestic or foreign  which have a Material  Adverse
Effect.

                (i) Taxes. CXI has filed all Federal,  state,  local and foreign
tax  returns  which are  required  to be filed by it and has  otherwise  met its
disclosure  obligations  to the relevant  agencies and all such returns are true
and correct in all material  respects.  CXI has paid or adequately  provided for
all tax  liabilities  of CXI, as  reflected  on such  returns or pursuant to any
assessments  received by it or which it is  obligated  to withhold  from amounts
owing to any  employee,  creditor or third party.  CXI has properly  accrued all
taxes required to be accrued by GAAP  consistently  applied.  The tax returns of
CXI have never been audited by any state, local or Federal authorities.  CXI has
not waived any  statute of  limitations  with  respect to taxes or agreed to any
extension of time with respect to any tax assessment or deficiency.

                (j)  Authorization of CXI Common Stock.  The issuance,  sale and
delivery  by  COES of the  CXI  Common  Stock  issuable  hereunder  will be duly
authorized by all requisite corporate action of CXI and COES, respectively,  and
when so issued,  sold,  paid for and  delivered,  the CXI  Common  Stock will be
validly issued and outstanding, fully paid and nonassessable, and not subject to
preemptive or any other similar rights.

                (k) Title to  Securities.  The Investors  shall receive good and
marketable  title to such securities  free and clear of all liens,  encumbrances
and claims  whatsoever (with the exception of claims arising through the acts or
omissions of the  purchasers and except as arising from  applicable  Federal and
state  securities  laws),  and CXI and COES, as the case may be, shall have paid
all taxes, if any, in respect of the original issuance thereof.


                                       5
<PAGE>

                (l) Disclosure. No representation or warranty of CXI or COES, as
the case may be, contained in this Agreement, the Ancillary Agreements,  the SEC
Documents or any other document,  certificate or written statement  furnished to
the  Investors  by or on behalf of CXI or COES,  as the case may be,  for use in
connection  with  the  transactions  contemplated  herein  contains  any  untrue
statement of a material fact or omitted,  omits or will omit to state a material
fact necessary in order to make the statements  contained  herein or therein not
misleading in light of the  circumstances  in which the same were made. There is
no material  fact known to CXI or COES, as the case may be, that has had or will
have a Material Adverse Effect and that has not been disclosed herein or in such
other documents,  certificates and statements furnished to the Investors for use
in connection with the transactions contemplated hereby.

         SECTION 6.  Representations and Warranties of the Investors to CXI and
                     ----------------------------------------------------------
                     COES.
                     ----

         Each  of  the  Investors  severally  (but  not  jointly  and severally)
represents and warrants to CXI and COES as follows:

                (a) Investment. The Investor is purchasing the Notes and the CXI
Common  Stock for  investment  for the account of the  Investor  and not for the
account  of any  other  person,  and not  with a view  toward  resale  or  other
distribution thereof. The Investor understands that the Notes and the CXI Common
Stock have not been  registered  under the Securities  Act and applicable  state
securities laws and,  therefore,  cannot be resold unless they are  subsequently
registered  under the  Securities Act and applicable  state  securities  laws or
unless an exemption from such  registration is available.  The Investor  further
understands and agrees that, until so registered or transferred  pursuant to the
provisions of Rule 144 under the Securities  Act, such  securities  shall bear a
legend,  prominently  stamped  or  printed  thereon,  reading  substantially  as
follows:

         "These  securities have not been registered under the Securities Act of
         1933, as amended (the "Securities Act"), or applicable state securities
         laws. These securities have been acquired for investment and not with a
         view to their distribution or resale, and may not be sold,  pledged, or
         otherwise transferred without an effective  registration  statement for
         such  securities   under  the  Securities  Act  and  applicable   state
         securities  laws, or an opinion of counsel  satisfactory  to CXI to the
         effect that such registration is not required."

                Such legend  shall be removed when such  securities  may be sold
pursuant to Rule 144(k).

                (b)  Authority.  The  Investor  has full power and  authority to
enter into and to perform this Agreement in accordance with its terms.

                (c)  Experience.   The  Investor  has  carefully   reviewed  the
representations concerning CXI and COES contained in this Agreement and has made
inquiry  concerning CXI, its  businesses,  operations,  financial  condition and
their  respective  personnel.  The  officers of CXI have made  available  to the
Investor any and all written  information  which he, she or it has requested and
have answered to the Investor's satisfaction all inquiries made by the Investor;
and the Investor is capable of  evaluating  the merits and risks of the purchase


                                       6
<PAGE>

of the Note.  The  Investor  has the  capacity to protect its own  interests  in
connection with the purchase of the Note by reason of the Investor's business or
financial experience.

                (d)  Accredited   Investor.   The  Investor  is  an  "Accredited
Investor," as that term is defined in Rule 501 of Regulation D promulgated under
the Securities Act.

                (e) Risk.  The operations of CXI are subject to all of the risks
inherent in the  establishment of a commercial  enterprise and the likelihood of
the  success of CXI must be  evaluated  in light of various  factors,  including
working  capital  deficits,  competition  with  established  and  well  financed
entities,  anticipated  negative cash flow in the period following completion of
this  placement,  the need for further  refinements  and  developments  of CXI's
products  and  services,  and the  need for  additional  capital  to fund  CXI's
activities and to comply with its obligations to the former sole stockholders of
DRM, as  disclosed  in the  November  2000 proxy  statement  included in the SEC
Documents.  There can be no assurance that CXI will be able to obtain sufficient
capital or generate  sufficient  revenues  to support  their  operations  and/or
achieve profitable results.

         SECTION  7.  Conditions  to  the  Obligations  of  the  Investors.  The
obligation of each of the Investors to purchase a Note at the Closing is subject
to the  fulfillment,  or the waiver by such  Investor,  of each of the following
conditions on or before the Closing:

                (a)   Accuracy   of   Representations   and   Warranties.   Each
representation and warranty contained in Section 5 and each Ancillary  Agreement
shall be true on and as of the Closing Date, with the same effect as though such
representation and warranty had been made on and as of that date.

                (b)  Performance.  CXI and COES each  shall have  performed  and
complied with all agreements and conditions contained in this Agreement and each
of the Ancillary  Agreements required to be performed or complied with by CXI or
COES, as the case may be, prior to or on the date of the Closing.

                (c) Other Agreements

                           (i) The Note in the form attached hereto as Exhibit A
         shall have been executed and delivered by CXI to each of the Investors.

                           (ii) The  Security  Agreement  in  the  form attached
         hereto as Exhibit  B shall have  been executed and delivered by each of
         the parties thereto.

                           (iii) The Registration  Rights  Agreement in the form
         attached hereto as Exhibit C shall have  been executed and delivered by
         each of the parties thereto

                           (v) The resolutions  of  the  boards of  directors of
         each of COES, CXI and  DRM  in the  form of Exhibit D-1 through Exhibit
         D-3 shall have been executed  and approved by the members of the boards
         of directors of all of such corporations.

                           (vi)  The "DRM  Undertaking"   referred to in Section
         7(g) below.


                                       7
<PAGE>

                (d) Certificates and Documents.  Each of CXI and COES shall have
delivered to counsel to the Investors:

                           (i) The respective  Certificates of  Incorporation of
         CXI and COES,  as amended and in effect as of the date of the  Closing,
         certified by the Secretary of State of the State of Delaware.

                           (ii) Certificates,  as of the most recent practicable
         date, as to the corporate  good standing of each of CXI and COES issued
         by the Secretary of State of the State of Delaware.

                           (iii)  The   respective   Bylaws  of  CXI  and  COES,
         certified by its Secretary or Assistant Secretary as of the date of the
         Closing.

                           (iv) Copies of  resolutions of the Board of Directors
         of each of CXI and  COES  authorizing  and  approving  all  matters  in
         connection  with  this  Agreement  and  the  transactions  contemplated
         hereby,  certified by the  Secretary or Assistant  Secretary of CXI and
         COES, as the case may be, as of the date of the Closing.

                (e)  Compliance  Certificate.  Each of CXI and COES  shall  have
delivered to the Investors at the Closing, a certificate, executed by an officer
of each of CXI and  COES,  dated  the  date of the  Closing,  certifying  to the
fulfillment  of the  conditions  specified  in  Sections  7(a)  and 7(b) of this
Agreement.

                (f) UCC  Financing  Statements.  CXI  shall  have  executed  and
delivered to the Investors  UCC Financing  Statements in such forms as requested
by the Investors or their counsel.

                (g) Commitment of DRM to Distribute Funds . On the Closing Date,
the  Investors  shall have received a written  undertaking,  executed by DRM and
approved in writing by William J.  Russell and Tamie P.  Speciale,  the minority
stockholders  of  DRM,  to  distribute  in  cash  (whether  in  the  form  of an
intercompany  dividend,  bonus, loan or otherwise) to CXI not less than $500,000
out of the  aggregate  payments  from  its  clients  or from the  insurer(s)  in
connection  with the  settlement of  environmental  claims which are received by
DRM,  as, if and when  such  settlement  proceeds  shall be  received  (the "DRM
Undertaking");  which DRM Undertaking  shall be in the form of Exhibit E annexed
hereto.

         SECTION 8.  Conditions to Obligations of the Corporation.
                     --------------------------------------------

                  The obligations of each  of CXI and COES under Section 1(b) of
this Agreement are subject  to the fulfillment,  or the waiver, of the following
condition on or before the date of the Closing: Each representation and warranty
contained in Section 6 shall be true on and as of the date of the Closing.

         SECTION 9. Additional Agreements of the Parties.
                   ------------------------------------

                No  Conflicting  Agreements.From  and  after  the  date  of this
Agreement,  neither  CXI nor COES  shall  enter into any  agreement,  whether in
connection  with  obtaining  financing  or  otherwise,  which would  prohibit or
otherwise  legally  restrict CXI, COES, DRM or any other subsidiary or affiliate

                                       8
<PAGE>

of such parties from making payment of the Notes, when due,  registering the CXI
Common Stock being issued to the Investors hereunder,  or otherwise prohibiting,
restricting  or  limiting  the sale or  disposition  of such  securities  by the
Investors.

         SECTION 10.  Miscellaneous.
                      -------------

                (a)  Successors  and  Assigns.  Except  as  otherwise  expressly
provided herein, this Agreement shall bind and inure to the benefit of COES, CXI
and the Investors and the  respective  permitted  successors  and assigns of the
Investors,  the  permitted  successors  and  assigns  of CXI and  the  permitted
successors and assigns of the CXI.

                (b) Entire  Agreement.  This  Agreement  and the other  writings
referred to herein or delivered pursuant hereto which form a part hereof contain
the entire agreement among the parties with respect to the subject matter hereof
and  supersede all prior and  contemporaneous  arrangements  or  understandings,
whether written or oral, with respect thereto.

                (c) Changes.  The terms and provisions of this Agreement may not
be modified or amended,  or any of the provisions hereof waived,  temporarily or
permanently,   except  pursuant  to  a  writing   executed  by  duly  authorized
representatives of the Corporation, CXI and the Investors.

                (d) Survival of Representations and Warranties.  All agreements,
representations and warranties  contained herein shall survive the execution and
delivery  of this  Agreement  and the closing of the  transactions  contemplated
hereby.

                (e)  Notices.  All  notices,   requests,   consents,  and  other
communications  under this Agreement  shall be in writing and shall be delivered
by hand, sent via a reputable  nationwide overnight courier service or mailed by
first class  certified or registered  mail,  return receipt  requested,  postage
prepaid:

                If to CXI or COES,  at 150 East 58th  Street,  32nd  Floor,  New
York,  New York 10155,  Attention:  Chief  Executive  Officer,  or at such other
address  or  addresses  as may have  been  furnished  in  writing  by CXI to the
Investors; or

                If to an  Investor,  at his,  her or its address as set forth on
Schedule  1 hereto,  or at such  other  address  or  addresses  as may have been
furnished to CXI in writing by such Investor.

                Notices  provided in accordance  with this Section 9(e) shall be
deemed delivered upon personal delivery, one business day after being sent via a
reputable  nationwide  overnight  courier  service,  or two business  days after
deposit in the mail.

                (f)  Counterparts.  This Agreement may be executed in any number
of counterparts and by the different  parties on separate  counterparts  each of
which,  when so executed  and  delivered,  shall be an original but all of which
together shall constitute one and the same instrument.


                                       9
<PAGE>

                (g)  Governing  Law.  This  Agreement  shall be  governed by and
construed  in  accordance  with the law of the State of New York  applicable  to
contracts made and to be performed wholly therein.

                (h)  Section   Headings.   The  section  headings  are  for  the
convenience  of the  parties  and in no way  alter,  modify,  amend,  limit,  or
restrict the contractual obligations of the parties.

                (i)  Severability.  The  invalidity or  unenforceability  of any
provision of this Agreement shall not affect the validity or  enforceability  of
any other provision of this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       10
<PAGE>


      IN WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.



                          COMMODORE APPLIED TECHNOLOGIES, INC.


                          By:    _______________________________________________
                          Name:  Paul E. Hannesson
                          Title: Chairman, Chief Executive Officer and President


                          COMMODORE ENVIRONMENTAL SERVICES, INC.


                          By:    _______________________________________________
                          Name:  Jerry Karlik
                          Title: Vice President


                                   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/ Steven A. Weiss
                                   --------------------------------------------
                                   Stephen A. Weiss


                                       11
<PAGE>
                                   Schedule 1


                                   INVESTORS
                                   ---------
<TABLE>
<CAPTION>


    -------------------------------------------- -------------------------------- -----------------------------------
                                                                                    Number of Shares of CXI Common
                 Name and Address:                 Principal Amount Invested:                   Stock:

    -------------------------------------------- -------------------------------- -----------------------------------
    <S>                                                     <C>                              <C>

    Mathers Associates
    230 Mathers Road                                        $150,000                           300,000
    Ambler, PA 19002

    -------------------------------------------- -------------------------------- -----------------------------------
    Klass Partners, Ltd.
    391 Brooke Avenue                                        250,000                           500,000
    Toronto, Ontario M5M 2L5
    Canada
    -------------------------------------------- -------------------------------- -----------------------------------
    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
    -------------------------------------------- -------------------------------- -----------------------------------
     Total . . . .                                         $500,000                          1,000,000
    -------------------------------------------- -------------------------------- -----------------------------------
</TABLE>





                                       12
<PAGE>

</TEXT>
</DOCUMENT>
