UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -------------

                            SCHEDULE 14A INFORMATION

                                 Proxy Statement
           Pursuant to Section 14(a) of the Securities Exchange Act of 1934

                          Filed by the Registrant |X|
                   Filed by a Party other than the Registrant |_|

                           Check the appropriate box:
            | X | Preliminary Proxy Statement        |  | Confidential, For
                                                          Use of Commission
                              Only (as permitted by
                               Rule 14a-6(e)(2))
                         |  | Definitive Proxy Statement
                       |_| Definitive Additional Materials
                    |_| Soliciting Material Under Rule 14a-12


                       COMMODORE APPLIED TECHNOLOGIES, INC.

                  (Name of Registrant as Specified in Its Charter)

           -----------------------------------------------------------------

      (Names of Person(s) Filing Proxy Statement, if Other Than the Registrant)

                   Payment of Filing Fee (Check the appropriate box):

                                  | X | No fee required

|  | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


          (1) Title of each class of securities to which transaction applies:

           -----------------------------------------------------------------


          (2) Aggregate number of securities to which transaction applies:

           -----------------------------------------------------------------


          (3) Per unit price or other underlying value of transaction
                     computed pursuant to Exchange Act Rule 0-11
           (set forth the amount on which the filing fee is calculated and
                              state how it was determined):

           -----------------------------------------------------------------




                (4) Proposed maximum aggregate value of transaction:


            -----------------------------------------------------------------


                                  (5) Total fee paid:


            -----------------------------------------------------------------


                   |  | Fee paid previously with preliminary materials:

            -----------------------------------------------------------------


       |  | Check box if any part of the fee is offset as provided by Exchange
          Act Rule 0-11(a)(2)  and identify the filing for which the offsetting
         fee was paid  previously.  Identify the previous filing by registration
          statement number, of the form or schedule and the date of its filing.

                              (1) Amount previously paid:


             -----------------------------------------------------------------


                      (2) Form, Schedule or Registration Statement no.:


             -----------------------------------------------------------------


                                    (3) Filing Party:


             -----------------------------------------------------------------


                                    (4) Date Filed:


             -----------------------------------------------------------------








     PROXY STATEMENT
         AND NOTICE OF


			2002



     ANNUAL
   STOCKHOLDERS
          MEETING






                         COMMODORE APPLIED TECHNOLOGIES, INC.









NOTICE OF 2002 ANNUAL
MEETING OF STOCKHOLDERS

_____________________________________________________________________________

     TIME:               11:00 a.m. on Friday, September 12, 2003


     PLACE:              The Fitzpatrick Hotel
                         687 Lexington Avenue
                         New York, NY 10022

     ITEMS OF
     BUSINESS:

                    1)   To elect directors.

                    2)   To amend the Certificate of Incorporation to increase
			 the number of authorized shares of common stock from
			 125,000,000 shares to 300,000,000 shares.

                    3)   To approve the Company's Short Term Incentive Plan.

                    4)   To ratify the Company's 1998 Stock Option Plan, as
			 amended.

                    5)   To approve options issued to the Chief Executive
			 Officer outside the Company's 1998 Stock Option Plan,
			 as amended.

                    6)   To approve options issued to the Chief Financial
			 Officer outside the Company's 1998 Stock Option
			 Plan, as amended.

                    7)   To ratify the Company's selection of independent
			 auditors.

                    8)   To transact other business properly coming before
			 the meeting.


     WHO CAN VOTE:  You  can  vote  if you were a stockholder  of
                    record on July 31, 2003.


     ANNUAL REPORT: A copy of our 2002 Annual Report on Form 10K is enclosed.


     DATE OF MAILING:   This notice and the proxy statement are first  being
		        mailed  to stockholders  on  or about August 8, 2003.


                             By Order of the Board of Directors
                               James M. DeAngelis, Secretary



                                               LETTER TO THE STOCKHOLDERS



To Our Stockholders:

It is our pleasure to invite you to attend our 2002 Annual
Meeting of Stockholders, which will be held this year on Friday,
September 12, 2003, at the Fitzpatrick Hotel, 687 Lexington
Avenue, New York, NY 10022.  The meeting will start at 11:00 a.m.
local time.

On the ballot at this year's meeting are company proposals (1)
for the election of directors, (2) to increase the number of
authorized shares of stock, (3) to approve the Company's Short
Term Incentive Plan, (4) to ratify the Company's 1998 Stock
Option Plan, as amended; (5)  to approve the issuance of stock
options to the Chief Executive Officer outside the Company's 1998
Stock Option Plan, as amended; (6) to approve the issuance of
stock options to the Chief Financial Officer outside the
Company's 1998 Stock Option Plan, as amended; and (7) to ratify
the Company's independent auditor.  We also look forward to
answering your questions at the meeting in the manner discussed
in the proxy statement.  If you will need special assistance at
the meeting because of a disability, please contact James M.
DeAngelis at 212-308-5800.  We will not provide an interpreter
for the hearing impaired.

PLEASE NOTE THAT YOU WILL NEED TO SHOW THAT YOU ARE A STOCKHOLDER
OF COMMODORE TO ATTEND THE ANNUAL MEETING.  If your shares are
registered in your name, your admission card is attached to your
proxy card, and you will need to bring this card with you to the
meeting.  If your shares are in the name of your broker or bank
or you received your proxy materials electronically, you will
need to bring evidence of your stock ownership, such as your most
recent brokerage statement, and valid picture identification.  IF
YOU DO NOT HAVE EITHER AN ADMISSION CARD OR PROOF THAT YOU OWN
COMMODORE APPLIED TECHNOLOGIES, INC. STOCK, YOU MAY NOT BE
ADMITTED INTO THE MEETING.

Whether or not you plan to attend, you can be sure your shares
are represented at the meeting by promptly voting and submitting
your proxy by phone or by completing, signing and returning the
enclosed proxy card.

Thank you for your support.

Sincerely,



Shelby T. Brewer
Chairman and CEO




ABOUT THE MEETING

What am I voting on?
____________________

You will be voting on the following:

*    To elect seven directors;
*    To  increase  the number of shares of authorized  common
     stock;
*    To approve the Company's Short Term Incentive Plan;
*    To  ratify  the  Company's 1998 Stock  Option  Plan,  as
     amended;
*    To  approve the issuance of stock options to  the  Chief
     Executive Officer outside of the Company's 1998 Stock Option
     Plan, as amended;
*    To approve the issuance of stock options to the Chief
     Financial Officer outside of the Company's 1998 Stock Option
     Plan, as amended; and
*    To  ratify  Tanner  +  Co  as the Company's  independent
     auditors.

Who is entitled to vote?
________________________

You may vote if you owned stock as of the close of business
on July 31, 2003.  Each share of common stock is entitled to
one vote.  As of July 24, 2003, we had 94,807,439 shares of
common stock outstanding.

How do I vote before the meeting?
_________________________________

You have two voting options:

*    By  facsimile  through the number shown  on  your  proxy
     card; or
*     By mail by completing, signing and returning the
     enclosed proxy card.

If you hold your shares in the name of a bank or broker,
whether you can vote by facsimile depends on their voting
processes. Please follow the directions on your proxy card
carefully.

Can I vote at the meeting?
__________________________

You may vote your shares at the meeting if you attend in
person.  Even if you plan to attend the meeting, we encourage
you to vote your shares by proxy.  You may vote by proxy by
facsimile or by mail.


Can I change my mind after I vote?
__________________________________

You may change your vote at any time before the polls close
at the meeting.  You may do this by (1) signing another proxy
with a later date and returning it to us prior to the
meeting, (2) voting again by telephone prior to 11:00a.m. on
September 12, 2003 or (3) voting again at the meeting.


What if I return my proxy card but do not provide voting
instructions?
________________________________________________________

Proxies that are signed and returned but do not contain
instructions will be voted (1) FOR the election of the
nominee directors named on page 3 of this proxy statement;
(2) FOR the increase in the number of authorized shares;  (3)
FOR the approval of the Company's Short Term Incentive Plan;
(4) FOR the ratification of the Company's 1998 Stock Option
Plan, as amended; (5) FOR the approval of the issuance of
stock options to the Chief Executive Officer outside of the
Company's 1998 Stock Option Plan, as amended; (6) FOR the
approval of the issuance of stock options to the Chief
Financial Officer outside of the Company's 1998 Stock Option
Plan, as amended; and (7) FOR the ratification of Tanner +
Co. as the Company's independent auditors.


What does it mean if I receive more than one proxy card?
________________________________________________________

It means that you have multiple accounts with brokers and/or
our transfer agent.  Please vote all of these shares.  We
recommend that you contact your broker and/or our transfer
agent to consolidate as many accounts as possible under the
same name and address.  Our transfer agent is Registrar and
Transfer Company, which may be reached at 1-800-866-1340.


Will my shares be voted if I do not provide my proxy?
_____________________________________________________

Your shares may be voted under certain circumstances if they
are held in the name of a brokerage firm.  Brokerage firms
have the authority under the National Association of
Securities Dealers rules to vote customers' un-voted shares,
which are referred to as "broker


CXII 2002 Annual Meeting Proxy				 	Page 1


non-votes," on certain "routine" matters, including the election
of directors.  Shares represented by broker non-votes are counted for
purposes of establishing a quorum.  At our meeting, shares
represented by broker non-votes will be counted as voted by
the brokerage firm in the election of directors and the
ratification of the auditors, but will not be counted for all
other matters to be voted on because these other matters are
not considered "routine" under the applicable rules.  If you
hold your shares directly in your own name, they will not be
voted if you do not provide a proxy.

How can I attend the meeting?
_____________________________

The annual meeting is open to all holders of Commodore
Applied Technologies common stock.  To attend the meeting,
you will need to bring evidence of your stock ownership.  If
your shares are registered in your name, your admission card
is attached to your proxy card, and you will need to bring it
with you to the meeting.  If your shares are in the name of
your broker or bank or you received your proxy materials
electronically, you will need to bring evidence of your stock
ownership, such as your most recent brokerage statement, and
valid picture identification.  For directions to the annual
meeting, please call our Investor Relations department at 212-
308-5800.  IF YOU DO NOT HAVE EITHER AN ADMISSION CARD OR
PROOF THAT YOU OWN COMMODORE APPLIED TECHNOLOGIES STOCK, YOU
MAY NOT BE ADMITTED INTO THE MEETING.

May stockholders ask questions at the meeting?
______________________________________________

Yes.  Representatives of the Company will answer
stockholders' questions of general interest at the end of the
meeting.  In order to give a greater number of stockholders
an opportunity to ask questions, individuals or groups will
be allowed to ask only one question and no repetitive or
follow-up questions will be permitted.

How many votes must be present to hold the meeting?
___________________________________________________

Your shares are counted as present at the meeting if you
attend the meeting and vote in person or if you properly
return a proxy by mail, or facsimile.  In order for us to
conduct our meeting, a majority of our outstanding shares of
common stock as of July 31, 2003, must be present in person
or by proxy at the meeting.  This is referred to as a quorum.



CXII 2002 Annual Meeting Proxy				Page 2




ABOUT THE MEETING

How many votes are needed to elect directors?
_____________________________________________

The seven nominees receiving the highest number of "Yes"
votes will be elected as directors.  This number is called a
plurality.  Shares not voted, whether by marking "Abstain" on
your proxy card, by broker non-vote (which is described
above), or otherwise, will have no impact on the election of
directors, except that they will be counted for purposes of
establishing a quorum.  Unless a properly executed proxy card
is marked "Withhold Authority," the proxy given will be voted
"For" the seven nominees for director.

How many votes are needed to approve the increase in the
number of authorized shares?
________________________________________________________

The amendment of the Certificate of Incorporation to increase
the number of authorized shares must receive the "Yes" vote
of a majority of our outstanding shares of common stock as of
July 31, 2003.  A properly executed proxy card marked
"Abstain" with respect to these proposals will not be voted.
Accordingly, abstentions will have the effect of a vote
"Against" these proposals.

How many votes are needed to ratify the auditors?
_________________________________________________

The proposal to ratify the Company's selection of an
independent auditor must receive the "Yes" vote of a majority
of the shares present at the meeting in order to be approved.
Shares not voted, whether by marking "Abstain" on your proxy
card, by broker non-vote (which is described above), or
otherwise, will have no impact on the ratification of the
Company's independent auditor.  Unless a properly executed
proxy card is marked "Withhold Authority," the proxy given
will be voted "For" ratification of the Company's independent
auditor.

How many votes are needed to ratify the Company's 1998 Stock
Option Plan, as amended?
____________________________________________________________

The proposal to ratify the Company's 1998 Stock Option Plan,
as amended, must receive the "Yes" vote of a majority of the
shares present at the meeting to be approved.  A properly
executed proxy card marked "Abstain" with respect to these
proposals will not be voted.  Accordingly, abstentions will
have the effect of a vote "Against" these proposals.

How many votes are needed to approve the issuance  of stock
options to certain employees outside of the Company's 1998
Stock Option Plan, as amended?
___________________________________________________________

The approval of the issuance and vesting of stock options to
certain employees outside of the Company's 1998 Stock Option
Plan, as amended, must receive the "Yes" vote of a majority
of the shares present at the meeting.  A properly executed
proxy card marked "Abstain" with respect to these proposals
will not be voted.  Accordingly, abstentions will have the
effect of a vote "Against" these proposals.

How many votes are needed to approve the creation of a bonus
pool subject to certain milestones and metrics as outlined in
the Short Term Incentive Plan?
_____________________________________________________________

The approval of the Company's Short Term Incentive Plan must
receive the "Yes" vote of a majority of the shares present at
the meeting.  A properly executed proxy card marked "Abstain"
with respect to these proposals will not be voted.
Accordingly, abstentions will have the effect of a vote
"Against" these proposals.

Can my shares be voted on matters other than those described
in this proxy statement?
____________________________________________________________

Yes. The Company has not received proper notice of, and is
not aware of, any business to be transacted at the meeting
other than as indicated in this proxy statement.  If any
other item or proposal properly comes before the meeting, the
proxies received will be voted in accordance with the
discretion of the proxy holders.

Are appraisal rights applicable to any of the proposals?
________________________________________________________

No, appraisal rights do not apply to any of the proposals.


CXII 2002 Annual Meeting Proxy				Page 3


ELECTION oF DIRECTORS &
DIRECTOR BIOGRAPHIES                             (PROPOSAL NUMBER 1)
____________________________________________________________________

Who are this year's nominees?
_____________________________

The directors standing for election this year are:

*   Dr. Shelby T. Brewer - Chairman
*   Bentley J. Blum
*   Dr. Frank E. Coffman
*   James M. DeAngelis
*   Paul E. Hannesson
*   VADM Michael P. Kalleres
*   Ambassador William A. Wilson


WE RECOMMEND THAT YOU VOTE FOR THE ELECTION OF THESE DIRECTORS


How long will this year's nominees serve?
_________________________________________

Each director is elected to serve for a term of one year or
until his or her successor is duly elected and qualified.
The Company's officers are elected by, and serve at the
pleasure of, the Board of Directors, subject to the terms of
any employment agreements.  Messrs. Hannesson and Blum are
brothers-in-law.  No family relationship exists among any
other directors or executive officers of the Company.


Who are the directors who are nominated to  serve?
__________________________________________________

SHELBY T. BREWER, 66, Director since January 2001,
*   Chairman, CEO and President of the Company since January
    2001.
*   Since April 2000, Mr. Brewer served as Chairman and CEO
    of Solutions, a wholly owned subsidiary of the Company.
*   From 1996 to March 2000, Dr. Brewer was President of S.
    Brewer Enterprises, a consulting firm he founded that is
    engaged in supporting mergers and acquisitions, arranging
    private and public financing, and forming joint ventures
    abroad.
*   Served as President and CEO of the nuclear power
    businesses of ABB Combustion Engineering from 1985 to 1995.
*   From 1981 to 1984, he served as Assistant Secretary of
    Energy in the Reagan administration, holding the top nuclear
    post in the US government.
*   Dr. Brewer holds Ph.D. and M.S. degrees in nuclear
    engineering from Massachusetts Institute of Technology; he
    holds a B.S. degree in mechanical engineering and a B.A. in
    humanities from Columbia University.


BENTLEY J. BLUM, 61, Director since March 1996,
*   Served as a director of the Company since March 1996.
*   Served as director of Environmental since 1984, Chairman
    of the Board of Environmental from 1984 to November 1996 and
    is its principal stockholder.
*   Currently serves as a director of Separation, Solution
    and CFC Technologies.
*   Sole stockholder and director of a number of
    corporations that hold real estate interests, oil drilling
    and other corporate interests.
*   Mr. Blum is the brother-in-law of Paul E. Hannesson, a
    director of the Company.


DR. FRANK E. COFFMAN 61, Director since June 2002,
*   Mr. Coffman also currently serves as Senior Vice
    President, Corporate Development Officer of Holmes & Narver,
    a construction and engineering firm (August 1997 - Present).
*   Mr. Coffman served as Senior Vice President, Government
    & Commercial Programs, IT Corporation, from January 1995 to
    May 1997 and as Vice President, Government & Commercial
    Programs, IT Corporation from 1984 to 1995.
*   Mr. Coffman served as Deputy Assistant Secretary for
    Waste Management for the Department of Energy ("DOE") from
    1981 to 1984, Director of the Office of Advanced Nuclear
    Systems, DOE from 1980 to 1981


CXII 2002 Annual Meeting Proxy				Page 4


    and as a Director of the Division of Fusion Development
    and Technology, DOE from 1978 to 1980.
*   Mr. Coffman served as Chief of the Energy Research
    Development Agency, Fusion Systems and Applications Studies
    Branch from 1970 to 1975.
*   Mr. Coffman serves on the Board of Directors of Holmes
    and Narver.
*   Mr. Coffman holds a Ph.D. in nuclear physics and a MA
    degree in plasma physics from Vanderbilt University.  Mr.
    Coffman holds a BS degree in physics from Western Kentucky
    University.


JAMES M. DEANGELIS, 42, Director since June 2002,
*   Mr. DeAngelis was appointed Vice President-Finance and
    Treasurer of the Company in 1998 and promoted to Chief
    Financial and Administrative Officer and Secretary in
    December 1998.
*   Mr. DeAngelis also served as Senior Vice President-Sales
    & Marketing of Separation since July 1996.
*   He also served as the President of CFC Technologies
    since September 1994.
*   He holds a MBA from the American Graduate School of
    International Management.  He holds B.S. degrees in Biology
    and Physiology from the University of Connecticut.


PAUL E. HANNESSON, 62, Director since 1996,
*   Mr. Hannesson served as CEO and President of the Company
    from 1996 to January 2001.
*   He served as Director and Officer of Environmental from
    1996 to July 1998.
*   He serves as Chairman of the Board and CEO of
    Separation.
*   Mr. Hannesson is the brother-in-law of Bentley Blum, a
    director of the Company.


VADM MICHAEL P. KALLERES, 63, Director since June 2002,
*   VADM Kalleres currently serves as President of Dare to
    Excel Inc., a financial management and consulting firm (1998
    to present). He also served as President and Chief Executive
    Officer of Global Associates, Ltd., Technology Services Group
    from 1994 to 1998.
*   VADM Kalleres retired from active duty in September 1994
    after 32 years as a naval officer.
*   VADM Kalleres was awarded 18 personal/unit
    military/combat decorations including the Defense
    Distinguished Service Medal (2 awards) and the U.S. Navy
    Distinguished Service Medal. He is also a recipient of the
    Congressional, Ellis Island Medal of Honor.
*   VADM Kalleres is a former member (1994-1998) of the
    Defense Science Board, the Naval Studies Board of the
    National Academy of Science.  He is also a board member of
    the Dean's Advisory Council at the Krannert School of
    Management-Purdue University, and the National Board of the
    Salvation Army.
*   VADM Admiral Kalleres was awarded a BS degree in
    Industrial Management and Engineering from the Krannert
    School of Management-Purdue University, and a MS degree in
    Political and International Affairs from George Washington
    University.


AMBASSADOR WILLIAM A. WILSON, 88, Director since June 2002,
*   Mr. Wilson has been active in ranching and farming in
    California and Mexico from 1980 to the present.
*   Mr. Wilson was active in real estate development in
    California from 1961 through 1980.
*   Mr. Wilson served as Chief Engineer of Wilson Oil Tools
    from 1938 through 1955 and as Chairman from 1955 to 1961.
*   Mr. Wilson served as the Presidential Envoy to the Holy
    See from 1980 to 1984 and as Ambassador to the Holy See from
    1984 to 1986.
*   Mr. Wilson served on the Board of Directors of Jorgensen
    Steel Co. from 1973 to 1984 and again from 1986 to 1991.  Mr.
    Wilson also served on the Board of Directors of Pennzoil
    Company from 1983 to 1987.
*   Mr. Wilson holds a BA in Mechanical Engineering from
    Stanford University and a Doctor of Laws, Honoris Causa from
    Assumption College, Barry University, and Pepperdine
    University.


CXII 2002 Annual Meeting Proxy				Page 5


BOARD OF DIRECTORS INFORMATION


What is the makeup of the Board of Directors?
_____________________________________________

Our Board of Directors currently has seven (7) members.  All
current directors will be standing for election.

Is the Board currently divided into classes?
____________________________________________
No.

What if a nominee is unwilling or unable to serve?
__________________________________________________

This is not expected to occur.  If it does, proxies will be
voted for a substitute nominated by the Board of Directors or
the Board of Directors may reduce the number of directors.


What happens if a Board member retires between the election
of directors?
___________________________________________________________

Under terms of our Certificate of Incorporation, any vacancy
on the Board may be filled by a majority vote of the
directors then in office.


How are directors compensated?
______________________________

Each director who is not an employee of Commodore Applied
Technologies, Inc. receives $375.00 for meetings they attend
other than by telephone and are reimbursed for reasonable
expenses in attending meetings.  Directors who are also
employees of Commodore Applied Technologies, Inc. are not
separately compensated for their services as directors.
Directors are eligible to participate in the Company's 1998
Stock Option Plan, as amended. All non employee directors
were granted 140,000 options to purchase the Company's common
stock on October 2, 2002, at an exercise price equal to the
trading price of the common stock on the date of award
($0.07).


What are the committees of the Board?
_____________________________________

The Company's Board of Directors has (i) an Audit Committee
and (ii) a Compensation, Stock Option and Benefits Committee.
The Company does not have a nominating committee. The Company
no longer maintains an Executive and Finance Committee.  On
August 30, 2000, the Board of Directors unanimously voted to
abolish the Executive & Finance Committee and determined that
the entire Board of Directors would perform its function.


As of December 31, 2002, and as of July 24, 2003 the Audit
Committee was composed of Michael P. Kalleres as Chairman,
Frank E. Coffman, James M. DeAngelis and William A. Wilson.
The responsibilities of the Audit Committee include
recommending to the Board of Directors the firm of
independent accountants to be retained by the Company,
reviewing with the Company's independent accountants the
scope and results of their audits, reviewing with the
independent accountants and management the Company's
accounting and reporting principles, policies and practices,
as well as the Company's accounting, financial and operating
controls and staff, supervising the Company's policies
relating to business conduct and dealing with conflicts of
interest relating to officers and directors of the Company.

As of December 31, 2002, and as of July 24, 2003 the
Compensation, Stock Option and Benefits Committee, was
composed of William A. Wilson, as Chairman, Shelby T. Brewer,
Frank E. Coffman and Michael P. Kalleres. The Compensation,
Stock Option, and Benefits Committee has responsibility for
establishing and reviewing employee and consultant/advisor
compensation, bonuses and incentive compensation awards,
administering and interpreting the Company's 1998 Stock
Option Plan, and determining the recipients, amounts and
other terms (subject to the requirements of the 1998 Stock
Option Plan) of options which may be granted under the 1998
Stock Option Plan from time to time and providing guidance to
management in connection with establishing additional benefit
plans.


How often did the Board meet in fiscal 2002?
____________________________________________

The Board met seven (7) times during 2002. Each director
attended at least 85% of the meetings of the board and of the
committees of which they were members.


CXII 2002 Annual Meeting Proxy				Page 6


BOARD OF DIRECTORS INFORMATION


 Our Board of Directors has the following committees:

 EXECUTIVE & FINANCE:

 On August 30, 2000, the Board of Directors unanimously
 voted to abolish the Finance & Executive Committee and
 determined that the entire Board of Directors would perform
 its function.

 AUDIT:

	* Oversees auditing procedures
        * Receives and accepts the report of independent auditors
        * Oversees internal systems of accounting and management
          control
        * Makes  recommendations  regarding  the  selection  of
          independent auditors


 VADM Michael P. Kalleres - Chair
 James M. DeAngelis
 Frank E. Coffman, PhD.
 Ambassador William A. Wilson


The Audit Committee met three (3) times in 2002.



 COMPENSATION, STOCK OPTION & BENEFITS:

    *	Administers stock incentive plans
    *   Makes  grants of stock awards to employees pursuant  to
        stock incentive plans
    *   Reviews and recommends compensation of directors and
        executive officers
    *   Makes grants of stock awards to directors and officers
        pursuant to stock incentive plans


 Ambassador William A. Wilson - Chair
 Shelby T. Brewer, PhD.
 Frank E. Coffman, PhD.
 VADM Michael P. Kalleres


 The  Compensation, Stock Option & Benefits Committee  met  three
 (3) times in 2002.



CXII 2002 Annual Meeting Proxy				Page 7



PROPOSED AMMENDMENT TO
INCREASE AUTHORIZED SHARES 	                   (PROPOSAL NUMBER 2)
____________________________________________________________________

What am I voting on?
____________________

A proposal to amend our Certificate of Incorporation to
increase the number of authorized shares of our common stock
from 125,000,000 shares to 300,000,000 shares.

What is authorized stock?
_________________________

Our Certificate of Incorporation establishes the maximum number
of shares of common stock that we may issue without obtaining
additional stockholder approval.  This is called authorized
stock.

For example, as of July 24, 2003, we had 125,000,000 shares
authorized and 94,807,439 shares issued.  As a result, the
Company could have issued an additional 30,192,561 shares.  If
the amendment to the Certificate of Incorporation had been
adopted prior to date, the Company could have issued an
additional 175,000,000 shares, for a total of 205,192,561
shares available for issuance.

In the interest of simplicity, in this example we have ignored
shares reserved for issuance upon exercise of stock options,
under our other employee benefit plans and for other purposes.
Approximately 10,000,000 shares are reserved for issuance under
such plans.  As a result, the Company would have only 20, 192,
561 shares of common stock available for future use without
increasing the number of authorized shares.

What is the difference between authorized stock and issued
stock?
__________________________________________________________

Shares that have already been issued are referred to as
"issued" or "issued and outstanding."  The difference between
the total number of authorized shares and the number of issued
shares is the number of shares that the Company may issue in
the future without amending the Certificate of Incorporation.
Delaware law and the rules and regulations of the National
Association of Securities Dealers may require stockholder
approval of issuances under certain circumstances.

What rights will the new authorized shares have?
________________________________________________

If approved, the additional shares of common stock will have the
same voting and other rights as all other shares of our common
stock.  Holders of common stock are not now, and will not be
after this amendment, entitled to preemptive rights to purchase
shares of any authorized capital stock if additional shares are
later issued.

Could the authorization of additional shares have any adverse
effect on the Company's stockholders?
______________________________________________________________

Future issuances of shares of common stock or securities
convertible into common stock would have the effect of diluting
the voting rights and could have the effect of diluting
earnings per share and book value per share of existing
stockholders.  In addition, the availability of additional
shares of common stock for issuance could discourage or make
more difficult efforts to obtain control of the Company.

Why does the Board want to increase the authorized stock?
_________________________________________________________

The Board of Directors believes it is in the best interest of
the Company to provide the Company with the flexibility to issue
additional shares of common stock for proper corporate purposes.
If the amendment is approved, the Company would be authorized to
issue the additional authorized capital stock for any valid
corporate purposes that the Board of Directors from time to time
deems necessary or advisable.

The Company continues to need capitalization.  Although we have
no current plans to issue any of the additional shares,
increasing the number of authorized shares will help us to meet
future business and financial needs, as well as permit stock
splits and stock dividends should we determine that they are
advisable in the future.

When would this amendment become effective?
___________________________________________

The Board of Directors has unanimously authorized this amendment
and voted to recommend it to the Company's stockholders.  If
approved by the stockholders, the amendment will become
effective upon filing an appropriate certificate with the
Delaware Secretary of State.

_____________________

WE RECOMMEND THAT YOU VOTE FOR THE ADOPTION OF THIS PROPOSAL

CXII 2002 Annual Meeting Proxy				Page 8



PROPOSED APPROVAL OF THE COMPANY'S
SHORT TERM INCENTIVE PLAN	                  (PROPOSAL NUMBER 3)

What am I voting on?
____________________

The Commodore Applied Short Term Incentive Plan (the "Short
Term Incentive Plan") was adopted by the Compensation, Stock
Options and Benefits Committee (the "CSOB Committee") of our
Board of Directors on April 10, 2003.  The committee adopted
the Short Term Incentive Plan subject to shareholder approval
so that the payment of any bonus awards thereunder to our
Chief Executive Officer and our four other most highly
compensated executive officers (within the meaning of Section
162(m)) would be fully deductible as "performance-based"
compensation under Section 162(m), as further described
below.  We are therefore submitting the Short Term Incentive
Plan for shareholder approval under Section 162(m).

The following summary of the material terms of the Short Term
Incentive Plan is qualified in its entirety by reference to
the full text of the Short Term Incentive Plan, a copy of
which is attached as Appendix A to this proxy statement and
incorporated herein by reference.  Please refer to Appendix A
for more detailed information.

What is the purpose of the Short Term Incentive Plan?
_____________________________________________________

The primary purpose of the Short Term Incentive Plan is to
enhance our ability and the ability of our affiliates to
attract, motivate and retain individuals of exceptional
managerial talent upon whom, in large measure, our sustained
progress, growth and profitability depend.

Who will administer and monitor the Short Term Incentive Plan?
______________________________________________________________

The committee is responsible for administering the Short Term
Incentive Plan.  The majority of the membership of the
committee are "outside directors" as defined for purpose of
Section 162(m).


Who is eligible to participate in the Short Term Incentive Plan?
________________________________________________________________

The employees who are eligible to participate in the Short
Term Incentive Plan are those individuals who were designated
as "officers" for purposes of Section 16 of the Securities
Exchange Act of 1934 at the beginning of the bonus year
(currently approximately four people), unless determined
otherwise by the committee for a particular bonus year.  A
participant generally must be employed by us or one of our
affiliates throughout the entire bonus year as a condition to
receiving a bonus award, although if the participant is hired
or terminates employment during the bonus year, the committee
in its discretion may decide to make a pro rata bonus award
if a bonus award is otherwise payable under the terms of the
Short Term Incentive Plan.

What occurs to the  Short Term Incentive Plan in
the event of a change of control of the Company?
________________________________________________

In the event of a "change in control", a participant will be
entitled to a minimum bonus equal to the product of (i) a pro
rata portion of the participant's target annual incentive
award, which will be set by the Company in advance and be
less than the maximum bonus award described below and (ii)
year-to-date actual performance with respect to the
performance goals established by the committee for that year.

What are the steps in establishing the Bonus Pool
and Performance-Based Compensation under
Section 162(m)?
_________________________________________________

For each bonus year, the committee will establish a bonus
pool of up to $4,000,000 and set performance goals, which
will determine whether the bonus pool is funded for the bonus
year.  If none of the performance goals are  satisfied, the
bonus pool for the bonus year will equal $0.  The performance
goals may be based on the attainment of specified levels of
one or any combination of the following business criteria of
the Company, its affiliates or its business units, as
reported or calculated by the Company: cash flows (including,
but not limited


CXII 2002 Annual Meeting Proxy				Page 9


to, operating cash flow, free cash flow or cash flow return
on capital); working capital; earnings per share; book value
per share; operating income (including or excluding depreciation,
amortization or other expenses); revenues; operating margins;
return on assets; return on equity; debt; debt plus equity; market
or economic value added; stock price appreciation; total shareholder
return; cost control; strategic initiatives; market share; net
income; return on invested capital; improvements in capital
structure; or customer satisfaction, employee satisfaction,
service performance, cash management or asset management
metrics.  Such performance goals also may be based on the
achievement of specified levels of performance under one or
more of the measures described above relative to the
performance of other corporations.  The committee will set
such performance goals prior to the beginning of each bonus
year or such later time as may be permitted by Section
162(m).

How is the bonus amount  determined for each participant?
_________________________________________________________

At the beginning of each bonus year, the committee will
establish for each participant a maximum bonus award,
expressed as a percentage of the bonus pool for that year.
The maximum bonus award for an individual participant will
not exceed 40% of the bonus pool.  The total awards for all
participants will not exceed 100% of the bonus pool.

How are the bonuses awarded?
____________________________

After the end of each bonus year, the committee will certify
in writing whether the stated performance goal has been
satisfied and determine the amount of bonus to be awarded to
each participant.  In determining the amount, the committee
will consider the target bonus award established at the
beginning of the bonus year for the participant and any other
objective or subjective factors it deems appropriate.  The
committee may reduce but not increase the maximum bonus award
for any individual participant.

How are the bonus awards paid?
______________________________

All bonus awards will be paid in cash at such times and on
such terms as are determined by the committee.

How long will the bonus plan remain in effect?
______________________________________________

The Short Term Incentive Plan will remain in effect until it
is terminated by the committee.  The committee may generally
amend the Short Term Incentive Plan at any time, subject to
certain Section 162(m) limitations.  In addition, a
participant must provide written consent to any amendment
that adversely affects the participant's right to or interest
in a bonus awarded prior to the date of an amendment.

Other Information
_________________

A new plan benefits table, as described in the federal proxy
rules, is provided in Appendix D.

What are the US Federal Income Tax Consequences?
________________________________________________

A participant will be taxed at ordinary income rates on a
bonus award, if any, in the year in which it is received.  If
a participant elects to defer a portion of the bonus awards
to our Deferred Compensation Plan, the participant will be
entitled to defer the recognition of income.  Generally, and
subject to the provisions of Section 162(m), we will receive
a federal income tax deduction corresponding to the amount of
income recognized by the participant.

If the Short Term Incentive Plan is not approved by our
shareholders, bonus awards for calendar year 2003 will be
discretionary but not paid under the Short Term Incentive
Plan, and any discretionary bonuses paid to each of our Chief
Executive Officer and our four other most highly compensated
executive officers (within the meaning of Section 162(m)) may
not be deductible under Section 162(m) to the extent that,
when combined with other nonexempt compensation, the
compensation exceeds the $1,000,000 limit for that
individual.

_____________________

WE RECOMMEND THAT YOU VOTE FOR THE ADOPTION OF THIS PROPOSAL


CXII 2002 Annual Meeting Proxy				Page 10


PROPOSED APPROVAL OF THE COMPANY'S
1998 STOCK OPTION PLAN, AS AMENDED  	   (PROPOSAL NUMBER 4)

What am I voting on?
____________________

The Company's 1998 Stock Option Plan, as amended  (the "1998
Plan") was adopted by the Compensation, Stock Option and
Benefits Committee (the "CSOB Committee") of our Board of
Directors on December 14, 1998.

The following summary of the material terms of the 1998 Plan
is qualified in its entirety by reference to the full text of
the 1998 Plan, a copy of which is attached as Appendix B to
this proxy statement and incorporated herein by reference.
Please refer to Appendix B for more detailed information.

Why does the Company offer a stock option plan?
_______________________________________________

The Board of Directors recognizes the value of stock
incentives in assisting the Company in attracting, retaining
and motivating employees and in enhancing the long-term
mutuality of interest between Commodore Applied Technologies,
Inc. shareholders and its employees, officers and directors.

Who will administer and monitor the 1998 Plan?
______________________________________________

The CSOB Committee is responsible for administering the 1998
Plan.  The majority of the membership of the committee are
"outside directors" as defined for purpose of Section 162(m).

Who may receive stock option grants?
____________________________________

The Board of Directors (the "Board") may grant stock options
to directors, officers and other employees of, and
consultants to, the Company and its subsidiaries.  The number
of grantees may vary from year to year. The number of
employees who have participated in current stock plans is
estimated to be approximately 35.  The CSOB Committee
administers the 1998 Plan and its determinations are binding
upon all participants in the 1998 Plan.


How many shares can be granted under the 1998 Plan?
___________________________________________________

The maximum number of shares of the Company's common stock
that may be issued under the 1998 Plan is 15,000,000.  The
original number of shares of the Company's common stock
issuable under the 1998 Plan was 4,000,000. The Board of
Directors increased the maximum number of shares of the
Company's common stock that may be issued under the 1998 Plan
to 5,000,000 on November 10, 1999, to 10,000,000 on December
14, 2001 and to 15,000,000 on May 30, 2002.  The market value
of the securities underlying the options was $236,675.00 as
of July 24, 2003.  The market value represents the number of
available for issuance under the 1998 Plan multiplied by the
closing price of the underlying common stock as reported on
the OTC Bulletin Board as of July 24, 2003, without any
deduction for the exercise price payable upon exercise of the
options.

How many shares have been issued or reserved
for existing options under the 1998 Plan?
____________________________________________

The Board has currently issued, or reserved to be issued on
the exercise of current options 8,531,458 shares of the
Company's common stock under the 1998 Plan.  Accordingly, a
total of 5,637,000 shares of the Company's common stock
remain available for issuance under the 1998 Plan.

What happens to cancelled or terminated stock options?
______________________________________________________

Any shares of common stock subject to an award, which for any
reason are canceled, terminated or otherwise settled without
the issuance of any common stock, are again available for
awards under the 1998 Plan. If payment for an award or the
satisfaction of related withholding tax liabilities is
effected through the surrender of common stock or the
withholding of common stock, the number of shares of common
stock available for awards under the 1998 Plan shall be
increased by the number of shares of common stock so
surrendered or withheld. The shares may be unissued shares or
treasury stock.


CXII 2002 Annual Meeting Proxy				Page 11


What happens to the 1998 Plan in the event of
events effecting the Company's common stock?
_____________________________________________

If there is a stock split, stock dividend, recapitalization,
spin-off, exchange or other similar corporate transaction or
event affecting the Company's common stock, appropriate
adjustments may be made by the CSOB Committee in the number
of shares issuable in the future and in the number of shares
and price under all outstanding grants made before the event.
Unless the CSOB Committee shall determine otherwise, all
outstanding options become immediately exercisable in the
event of a change- in-control of the Company.

How are participants granted options under the 1998 Plan?
________________________________________________________

The Board may grant any participants  nonqualified stock
options.  The option price of either a nonqualified stock
option or an incentive stock option will be not less than the
fair market value of the common stock on the date of the
grant.  To exercise an option, an employee may pay the option
price in cash, or if permitted by the CSOB Committee, by
withholding shares otherwise issuable on exercise of the
option or by delivering other shares of common stock, if such
shares have been owned by the optionee for at least six
months.  The term of each option will be fixed by the CSOB
Committee but may not exceed ten years from the date of
grant. The CSOB Committee will determine the time or times
when each option is exercisable.  Options may be made
exercisable in installments, and the CSOB Committee may
accelerate the exercisability of options.

Can Directors receive stock option grants?
__________________________________________

In the discretion of the Board, non-employee directors may
participate in the 1998 Plan.

Other Information
_________________

Except as permitted by the Board, awards under the 1998 Plan
are not transferable except by will or under the laws of
descent and distribution.  The Board may terminate the 1998
Plan at any time but such termination shall not affect any
stock options then outstanding under the 1998 Plan.  Unless
terminated by action of the Board, the 1998 Plan will
continue in effect until December 15, 2008, but awards
granted prior to such date will continue in effect until they
expire in accordance with their original terms.  The Board
may also amend the 1998 Plan as it deems advisable.
Amendments which (1) materially modify the requirements for
participation in the 1998 Plan, (2) increase the number of
shares of the Company's common stock subject to issuance
under the 1998 Plan, or (3) change the minimum exercise price
for stock options as provided in the 1998 Plan, must be
submitted to shareholders for approval.

Federal Income Tax Consequences
_______________________________

With respect to the grant of non-qualified stock options, the
person receiving an option will recognize no income on
receipt thereof.  Upon the exercise of the option, the
optionee will recognize ordinary income in the amount of the
difference between the option price and the fair market value
of the shares on the date the option is exercised. The
Company generally will receive an equivalent deduction at
that time.

How many options were granted in 2002 under the 1998 Plan?
__________________________________________________________

On October 2, 2002 the Board granted non-qualified stock
options under the 1998 Plan for 6,847,217 shares at the fair
market value and price of $0.07 per share to 21 employees,
including shares to three of our current officers, of which
O. Mack Jones received an award for 1,759,375 shares, Shelby
T. Brewer received an award for 865,200 shares and James M.
DeAngelis received an award for 841,688 shares.  See
"Executive Compensation" for further information about our
officers. A new plan benefits table regarding the 1998 Plan
is set forth in Appendix D to this proxy statement.

What if the 1998 Plan is not ratified by the Shareholders?
__________________________________________________________

If the Shareholders do not ratify the 1998 Plan, all stock
options previously granted under the 1998 Plan will remain
outstanding in accordance with their terms.  In addition, the
CSOB Committee may elect to issue new options in accordance
with the terms of the 1998 Plan.
_____________________

WE RECOMMEND THAT YOU VOTE FOR THE RATIFICATION OF THIS PROPOSAL

CXII 2002 Annual Meeting Proxy				Page 12



PROPOSED APPROVAL OF THE PERFORMANCE GOALS AND INCENTIVE
COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER    (PROPOSAL NUMBER 5)

What am I voting on?
____________________

At the annual meeting, you will be asked to approve the
material terms of the performance goals established by the
Compensation, Stock Option and Benefits Committee (the "CSOB
Committee") with respect to fiscal 2003 incentive
compensation awards outside of the Company's 1998 Stock
Option Plan, as amended (the "1998 Plan"), for the Company's
Chief Executive Officer (Mr. Shelby T. Brewer).

Why is the Company proposing to grant fiscal 2003 incentive
compensation awards to the CEO outside of the 1998 Plan?
___________________________________________________________

The Board of Directors of the Company has elected to award
performance based stock options outside of the 1998 Plan
subject to shareholder approval.  The Board of Directors
recognizes the value of performance based stock incentives in
assisting the Company in attracting, retaining and motivating
executives and in enhancing the long-term mutuality of
interest between Commodore Applied Technologies, Inc.
shareholders and its employees, officers and directors.  In
order to maintain a Company target of 50% of all Stock
Options listed to non-executives and directors under the 1998
Plan, the Company has elected to grant the incentive
compensation options to the Chief Executive Officer outside
of the 1998 Plan and subject to certain performance criteria.

Why set performance goals for this award?
_________________________________________

Section 162(m) of the Internal Revenue Code disallows
deductions for publicly-held corporations with respect to
compensation in excess of $1,000,000 paid to certain
executive officers. However, compensation payable solely on
account of attainment of one or more performance goals is not
subject to this deduction limitation if:

  *  the performance goals are objective, pre-established and
     determined by a compensation committee comprised of a
     majority  of outside directors,

  *  the material terms of the performance goals under which
     the compensation is to be paid are disclosed to the
     shareholders and approved by a majority vote, and

  *  the compensation committee certifies that the
     performance goals and other material terms were in fact
     satisfied before the compensation is paid.

Why does this need shareholder approval?
________________________________________

The purpose of seeking shareholder approval of the Chief
Executive Officer's incentive compensation award is to meet
the requirements of Section 162(m).

What number of votes is required for approval of this proposal?
_______________________________________________________________

To be approved, this matter must receive the affirmative vote
of a majority of the shares present (in person or by proxy)
at the meeting and entitled to vote on such matter. Broker
non-votes will not be counted as present and shall not be
entitled to vote on this proposal.

What are the performance goals for this incentive awardment?
____________________________________________________________

On October 2, 2002, the Company's CSOB Committee established
performance goals for the Chief Executive Officer's fiscal
2003 incentive compensation award payable in the form of
stock options for shares of the Company's common stock to the
Chief Executive Officer if the goals are achieved. The
performance goals and the stock options payable outside of
the Company's 1998 Plan for fiscal 2003 are as follows:

CXII 2002 Annual Meeting Proxy				Page 13


1.) The obtainment of a waste-processing contract in one or
all of the following locations: Idaho, Tennessee, Utah, and
Washington State, utilizing the Company's solvated electron
technology ("SET") technology in fiscal year 2003; or

2.) The obtainment of a radioactive sodium-processing
contract utilizing the Company's SET technology in fiscal
year 2003; or

3.) The obtainment of a multi-year engineering contract for
providing engineering services through the Company's
subsidiary, Commodore Advanced Sciences, Inc. in fiscal year
2003.

THE SATISFACTION OF ANY OF THE ABOVE MENTIONED PERFORMANCE
CRITERIA, SINGLY OR COLLECTIVELY, WILL RESULT IN THE
IMMEDIATE AWARD AND VESTING OF AN OPTION TO THE CHIEF
EXECUTIVE OFFICER TO PURCHASE 2,000,000 SHARES OF THE
COMPANY'S COMMON STOCK AT 100% OF CLOSING PRICE OF THE
COMMON STOCK AS TRADED ON THE OTCBB ON THE DATE OF THE AWARD.


What is the amount of the incentive award?
__________________________________________

The Compensation Committee has determined the actual amount
of incentive compensation to be awarded to the Chief
Executive Officer in fiscal 2003 based on his individual
contribution, and achievement of any of the foregoing goals
to be a non-qualifed stock option to purchase two million
(2,000,000) shares of the Company's common stock outside of
the Company's 1998 Plan. The market value of the securities
underlying the options was $50,000.00 as of July 24, 2003.
The market value represents the number of shares available
for issuance under the fiscal 2003 incentive compensation
award multiplied by the closing price of the underlying
common stock as reported on OTC Bulletin Board as of July 24,
2003, without any deduction for the exercise price payable
upon exercise of the option.  A new plan benefits table with
respect to the proposed award is included in Appendix D.



What are the terms and conditions of the incentive award?
_________________________________________________________

The exercise price of the option will be 100% of the closing
price of the Company's common stock on the day of the CSOB
Committee's determination that the Chief Executive Officer
has met the goal(s).  The option, once awarded, will be 100%
vested and exercisable.

Federal Income Tax Consequences
_______________________________

Assuming the shareholders approve the material terms of the
performance goals as described herein, the Company believes
that any such incentive compensation award to the Chief
Executive Officer will qualify as performance-based
compensation that will be deductible from the Company's gross
income for federal income tax purposes upon exercise by the
Chief Executive Officer. The Chief Executive Officer will
recognize no income on receipt of the option.  Upon the
exercise of the option, the Chief Executive Officer will
recognize ordinary income in the amount of the difference
between the option price and the fair market value of the
shares on the date the option is exercised.


Who  will administer and monitor the performance  based  stock
options?
______________________________________________________________

The CSOB Committee is responsible for administering the
performance based options issued outside the 1998 Plan.  The
majority of the membership of the committee are "outside
directors" as defined for purpose of Section 162(m).



_____________________

WE RECOMMEND THAT YOU VOTE FOR THE APPROVAL OF THIS PROPOSAL

CXII 2002 Annual Meeting Proxy				Page 14


PROPOSED APPROVAL OF THE PERFORMANCE GOALS AND INCENTIVE
COMPENSATION FOR THE CHIEF FINANCIAL OFFICER   (PROPOSAL NUMBER 6)

What am I voting on?
____________________

At the annual meeting, you will be asked to approve the
material terms of the performance goals established by the
Compensation, Stock Option and Benefits Committee (the "CSOB
Committee") with respect to fiscal 2003 incentive
compensation awards outside of the Company's 1998 Stock
Option Plan, as amended (the "1998 Plan"), for the Company's
Chief Financial Officer (Mr. James M. DeAngelis).

Why is the Company proposing to grant fiscal 2003 incentive
compensation awards to the Chief Financial Officer outside of
the 1998 Plan?
_____________________________________________________________

The Board of Directors of the Company has elected to award
performance based stock options outside of the 1998 Plan
subject to shareholder approval.  The Board of Directors
recognizes the value of performance based stock incentives in
assisting the Company in attracting, retaining and motivating
executives and in enhancing the long-term mutuality of
interest between Commodore Applied Technologies, Inc.
shareholders and its employees, officers and directors. In
order to maintain a Company target of 50% of all Stock
Options listed to non-executives and directors under the 1998
Plan, the Company has elected to grant the incentive
compensation options to the Chief Financial Officer outside
of the 1998 Plan and subject to certain performance criteria.

Why set performance goals for this award?
_________________________________________

Section 162(m) of the Internal Revenue Code disallows
deductions for publicly-held corporations with respect to
compensation in excess of $1,000,000 paid to certain
executive officers. However, compensation payable solely on
account of attainment of one or more performance goals is not
subject to this deduction limitation if:

  *  the performance goals are objective, pre-established and
     determined by a compensation committee comprised of a
     majority of outside directors,

  *  the material terms of the performance goals under which
     the compensation is to be paid are disclosed to the
     shareholders and approved by a majority vote, and

  *  the compensation committee certifies that the
     performance goals and other material terms were in fact
     satisfied before the compensation is paid.

Why does this need shareholder approval?
________________________________________

The purpose of seeking shareholder approval of the Chief
Financial Officer's incentive compensation award is to meet
the requirements of Section 162(m).

What number of votes is required for approval of
this proposal?
________________________________________________

To be approved, this matter must receive the affirmative vote
of a majority of the shares present (in person or by proxy)
at the meeting and entitled to vote on such matter. Broker
non-votes will not be counted as present and shall not be
entitled to vote on this proposal.

What are the performance goals for this incentive awardment?
____________________________________________________________

On October 2, 2002, the Company's  CSOB Committee established
performance goals for the Chief Financial Officer's fiscal
2003 incentive compensation award payable in the form of
stock options for shares of the Company's common stock to the
Chief Financial Officer if the goals are achieved. The
performance goals and the stock options payable outside of
the Company's 1998  Plan for fiscal 2003 are as follows:

CXII 2002 Annual Meeting Proxy				Page 15



1.) The obtainment of a waste-processing contract in one or
all of the following locations: Idaho, Tennessee, Utah, and
Washington State, utilizing the Company's solvated electron
technology ("SET") technology in fiscal year 2003; or

2.) The obtainment of a radioactive sodium-processing
contract utilizing the Company's SET technology in fiscal
year 2003; or

3.) The obtainment of a multi-year engineering contract for
providing engineering services through the Company's
subsidiary, Commodore Advanced Sciences, Inc. in fiscal year
2003.

THE SATISFACTION OF ANY OF THE ABOVE MENTIONED PERFORMANCE
CRITERIA, SINGLY OR COLLECTIVELY, WILL RESULT IN THE
IMMEDIATE AWARD AND VESTING OF AN OPTION TO THE CHIEF
FINANCIAL OFFICER TO PURCHASE 1,000,000 SHARES OF THE
COMPANY'S COMMON STOCK AT 100% OF CLOSING PRICE OF THE
COMMON STOCK AS TRADED ON THE OTCBB ON THE DATE OF THE AWARD.


What is the amount of the incentive award?
__________________________________________

The Compensation Committee has determined the actual amount
of incentive compensation to be awarded to the Chief
Financial Officer in fiscal 2003 based on his individual
contribution, achievement of any of the foregoing goals to be
a non-qualified stock option to purchase one million
(1,000,000) shares of the Company's common stock outside of
the Company's 1998 Plan. The market value of the securities
underlying the options was $25,000.00 as of July 24, 2003.
The market value represents the number of shares available
for issuance under the fiscal 2003 incentive compensation
award multiplied by the closing price of the underlying
common stock as reported on OTC Bulletin Board as of July 24,
2003, without any deduction for the exercise price payable
upon exercise of the option.  A new plan benefits table with
respect to the proposed award is included in Appendix D.

What are the terms and conditions of the incentive award?
_________________________________________________________

The exercise price of the option will be 100% of the closing
price of the Company's common stock on the day of the CSOB
Committees determination that the Chief Financial Officer has
met the goal(s).  The option, once awarded, will be 100%
vested and exercisable.  The option will expire on December
14, 2008.

Federal Income Tax Consequences
_______________________________

Assuming the shareholders approve the material terms of the
performance goals as described herein, the Company believes
that any such incentive compensation award to the Chief
Financial Officer will qualify as performance-based
compensation that will be deductible from the Company's gross
income for federal income tax purposes upon exercise by the
Chief Financial Officer of the option.  The Chief Financial
Officer will recognize no income on receipt of the Option.
Upon the exercise of the option, the Chief Financial Officer
will recognize ordinary income in the amount of the
difference between the option price and the fair market value
of the shares on the date the option is exercised.


Who  will  administer  and monitor the performance  based  stock
options?
________________________________________________________________

The CSOB Committee is responsible for administering the
performance based options issued outside the 1998 Plan.  The
majority of the membership of the committee are "outside
directors" as defined for purpose of Section 162(m).





_____________________

WE RECOMMEND THAT YOU VOTE FOR THE APPROVAL OF THIS PROPOSAL

CXII 2002 Annual Meeting Proxy				Page 16


RATIFICATION OF APPOINTMENT
OF INDEPENDENT ACCOUNTANTS			(PROPOSAL 7)


What am I voting on?
____________________

The board of directors recommends that stockholders vote
"for" ratification of the appointment of Tanner + Co. as the
company's independent accountants for fiscal 2003.


What services does the independent accountant provide?
______________________________________________________

The Audit Committee of the Company has appointed Tanner + Co.
as the Company's independent accountants for the fiscal year
ending December 31, 2003. Tanner + Co. has served as the
Company's independent accountants since 1999. Services
provided to the Company and its subsidiaries by Tanner + Co.
in fiscal 2002 included the examination of the Company's
consolidated financial statements, limited reviews of
quarterly reports, services related to filings with the
Securities and Exchange Commission and consultations on
various tax matters.

Will the independent auditors be present at the Annual
Meeting?
______________________________________________________

A representative(s) of Tanner + Co. will be present at the
annual meeting to respond to appropriate questions and to
make such statements as they may desire.

How many votes are necessary to ratify Tanner + Co. as the
Company's independent accountants for fiscal 2003?
__________________________________________________________

Ratification of the appointment of Tanner + Co. as the
Company's independent accountants for fiscal 2003 will
require the affirmative vote of a majority of the shares of
Common Stock represented in person or by proxy and entitled
to vote at the annual meeting. In the event stockholders do
not ratify the appointment of Tanner + Co., the appointment
will be reconsidered by the Audit Committee and the Board of
Directors.



What fees did the Company pay to Tanner + Co. for services
provided in fiscal 2002?
__________________________________________________________

Tanner + Co. has billed the Company the following amounts for
professional services rendered during 2002:

AUDIT FEES:  $48,578, in the aggregate, for the audit of the
Company's and its subsidiaries' annual financial statements
for the fiscal 2002 and the reviews of the interim financial
statements included in the Company's Forms 10-Q filed during
the fiscal 2002; and

ALL OTHER FEES:  $12,660, in the aggregate, for all services
other than those covered above under "Audit Fees". "All Other
Fees" consist primarily of tax compliance and consulting
services, benefit plan audits, assistance in the assessment
of impending accounting pronouncements, and due diligence
services for the fiscal year 2001.  Tax services and the
associated billings have not been finalized for the year 2002
but are expected to be approximately the same amount as in
fiscal year 2001  ($11,600).

Additionally, the Company paid $5,602, in the aggregate, to
Tanner + Co. for services primarily related to the
dissolution of the Company's 81% ownership of Dispute
Resolution Management, Inc. in 2002.

Tanner + Co. did not bill any fees for any of the financial
information systems design and implementation services
described in Paragraph (c)(4)(ii) of Rule 2-01 of Regulation
S-X.


_____________________

WE RECOMMEND THAT YOU VOTE FOR THE RATIFICATION OF THIS PROPOSAL

CXII 2002 Annual Meeting Proxy				Page 17



EXECUTIVE COMPENSATION
_________________________________________________________________

The following table sets forth the amount of all compensation
paid by the Company and/or its affiliates and allocated to the
Company's operations for services rendered during each of 2002,
2001, and 2000 to all persons serving as the Company's Chief
Executive Officer during 2002, and to each of the Company's four
most highly compensated Executive Officers other than the Chief
Executive Officer whose total salary and bonus compensation
exceeded $100,000 during any such year.




                                   SUMMARY COMPENSATION TABLE



                           Annual Compensation                        Long-Term Compensation
		    __________________________________   ___________________________________________

                                                Other                Securities
                                                Annual   Restricted    Under-     LTIP     All Other
					       Compen-	   Stock       Lying      Pay-      Compen-
Name and Prinicpal	       Salary   Bonus   sation    Award(s)    Options     outs      sation
      Position         Year      ($)     ($)	 ($)       ($)         (#)         ($)        ($)
        (a)             (b)      (c)     (d)     (e)       (g)         (g)         (h)        (i)
__________________     ____    ______   _____  _______   __________   _______     ____     ________

                                                                    
Shelby T.              2002    69,677(2)  -0-    -0-        -0-     2,865,200(3)   -0-      30,000(4)
Brewer, Ph.D.(1)       2001    90,317(2)  -0-    -0-        -0-       200,000(3)   -0-         -0-
Chief Executive        2000    58,707(2)  -0-    -0-        -0-       640,000(3)   -0-         -0-
Officer

Paul E.                2002       -0-     -0-    -0-        -0-     1,181,925(6)   -0-         -0-
Hannesson              2001    77,242(5)  -0-    -0-        -0-            -0-     -0-         -0-
Former Chief           2000   358,934(5)  -0-    -0-        -0-            -0-     -0-         -0-
Executive Officer

James M.               2002   114,175(8)  -0-    -0-        -0-     1,841,688(9)   -0-         -0-
DeAngelis(7)           2001   164,368(8)  -0-    -0-        -0-       300,000(9)   -0-         -0-
Senior Vice            2000   147,614(8)  -0-    -0-        -0-            -0-     -0-         -0-
President &
Chief Financial Officer


William E.             2002       -0-     -0-    -0-        -0-            -0-     -0-         -0-
Ingram                 2001    20,645(10) -0-    -0-        -0-            -0-     -0-         -0-
Former Vice            2000   147,842(10) -0-    -0-        -0-        100,000(11) -0-         -0-
President & Controller


O. Mack                2002   110,019(13) -0-    -0-        -0-      1,759,375(14) -0-         -0-
Jones(12)              2001   134,805(13) -0-    -0-        -0-        100,000(14) -0-         -0-
President              2000   143,755(13) -0-    -0-        -0-            -0-     -0-         -0-
Advanced Sciences


Peter E Harrod         2002       -0-     -0-    -0-        -0-            -0-     -0-         -0-
Former President       2001    49,460(15) -0-    -0-        -0-            -0-     -0-         -0-
Advanced Sciences      2000   187,036(15) -0-    -0-        -0-         200,000(16)-0-         -0-




	(1)  Mr. Brewer served as Chief Executive Officer and
	     President of Solutions and a director of the Company since
	     April 2000. Mr. Brewer assumed the positions of Chairman,
	     Chief Executive Officer and President of the Company as of
	     January 15, 2001.

									Page 18



        (2)  Represents the amount of Mr. Brewer's base salary paid
    	     by the Company.  Mr. Brewer's base salary for 2002 was
 	     $250,000 of which $184,231 was originally deferred until
	     December 31, 2002, and remains unpaid as of July 24, 2003.
	     Mr. Brewer's base salary for 2001was $250,000 of which
	     $160,000 was originally deferred until December 31, 2001, and
	     remains unpaid as of July 24, 2003.  Mr. Brewer's base salary
	     for 2000 was $90,000.

	(3)  Represents shares of common stock underlying stock
	     options granted to Mr. Brewer by the Company in his capacity
	     as an officer and director of the Company.  Mr. Brewer
	     canceled prior options for 840,000 shares of common stock
	     voluntarily on October 2, 2002.

	(4)  Represents a $1,000,000 Life Insurance Policy in the
	     name of Shelby T. Brewer paid on behalf of Mr. Brewer by the
	     Company.

	(5)  Represents the amount of Mr. Hannesson's base salary
	     paid by the Company.  The Company previously recorded a
	     liability for $344,000 representing amounts owed to Mr.
	     Hannesson under his employment contract, but deferred per
	     agreement. The deferred salary amount was used by Mr.
	     Hannesson to offset a portion of the exercise price and taxes
	     with respect to Mr. Hannesson's stock option exercise of
	     830,000 stock options in July 2000.  See "Certain
	     Relationships and Related Transactions-Services Agreement."
	     Mr. Hannesson was replaced by Shelby T. Brewer effective
	     January 15, 2001.  Mr. Hannesson remains a director of the
	     Company.

	(6)  Represents shares of common stock underlying stock
	     options granted to Mr. Hannesson by the Company in his
	     capacity as an officer and director of the Company.  Mr.
	     Hannesson canceled prior options for 2,147,500 shares of
	     common stock voluntarily on October 2, 2002.

	(7)  Mr. DeAngelis served as Vice President and Treasurer of
	     the Company from July 1998 to December 1999 and as Sr. Vice
	     President, Chief Financial and Administrative Officer,
   	     Treasurer and Secretary from December 1999 to present.

	(8)  Represents the amount of Mr. DeAngelis' base salary paid
	     by the Company.  Mr. DeAngelis' total base salary for 2002
	     was $165,000 of which $55,985 was originally deferred until
	     December 31, 2002, and remains unpaid as of July 24, 2003.
	     Mr. DeAngelis' total base salary for 2001 was $165,000 of
	     which $33,000 was originally deferred until December 31,
	     2002, and remains unpaid as of July 24, 2003.  Mr. DeAngelis'
	     base salary for 2000 was $165,000.

	(9)  Represents  shares  of  common stock  underlying  stock
	     options  granted  to Mr. DeAngelis by the  Company  in  his
	     capacity  as  an  officer of the Company.    Mr.  DeAngelis
	     canceled  prior options for 681,250 shares of common  stock
	     voluntarily on October 2, 2002.

	(10) Represents the amount of Mr. Ingram's base salary paid
	     by the Company.  Mr. Ingram's total annual base salary for
	     2001 and 2000 was $150,000.  Mr. Ingram resigned his
	     management position effective January 12, 2001.

	(11) Represents  shares  of common  stock  underlying  stock
	     options granted to Mr. Ingram by the Company in his capacity
	     as  an  officer  of  the Company. Mr. Ingram  resigned  his
	     management position effective January 12, 2001.

	(12) Mr. Jones served as Vice President and Field Operations
	     Manager of Solutions from April 1998 to January 2001 and as
	     President of Advanced Sciences from February 2001 to present.

	(13) Represents the amount of Mr. Jones' base salary paid by
	     the Company.  Mr. Jones' total base salary for 2002 was
	     $165,000 of which $60,581 originally deferred until December
	     31, 2002, and remains unpaid as of July 24, 2003.  Mr. Jones'
	     total base salary for 2001 was $165,000 of which $33,000
	     originally deferred until December 31, 2001, and remains
  	     unpaid as of July 24, 2003.  Mr. Jones' base salary for 2000
	     was $150,000.

	(14) Represents shares of common stock underlying stock
	     options granted to Mr. Jones the Company in his capacity as
	     an officer of the Company.  Mr. Jones canceled prior options
	     for 437,500 shares of common stock voluntarily on October 2,
	     2002.

	(15) Represents the amount of Mr. Harrod's base salary paid
	     by the Company, through its wholly owned subsidiary, Advanced
	     Sciences.  Mr. Harrod's total base salary for 2001 and 2000
	     was $190,000.  Mr. Harrod resigned his management position
	     effective February 28, 2001.

	(16) Represents  shares  of common  stock  underlying  stock
	     options granted to Mr. Harrod by the Company in his capacity
	     as  an  officer  of the Company.  Mr. Harrod  resigned  his
	     management position effective February 28, 2001.

CXII 2002 Annual Meeting Proxy					Page 19


STOCK OPTIONS

The following table sets forth certain information concerning options
granted during the year ended December 31, 2002 to the individuals
listed in the Summary Compensation Table pursuant to the Company's
1998 Stock Option Plan, as amended, (the "1998 Plan") and to
certain individuals outside of the 1998 Plan. The Company has no
outstanding stock appreciation rights and granted no stock
appreciation rights during the year ended December 31, 2002.



                                OPTION GRANTS IN LAST FISCAL YEAR

                                        INDIVIDUAL GRANTS
                 __________________________________________________________
                                                                                POTENTIAL REALIZABLE
                                                                                 VALUE AT ASSUMED
                 NUMBER OF         PERCENT OF                                     ANNUAL RATES OF
		 SECURITIES      TOTAL OPTIONS   EXERCISE OF                 STOCK PRICE APPRECIATION
                UNDERLYING        GRANTED TO        BASE                               FOR
                  OPTIONS        EMPLOYEES IN       PRICE    EXPIRATION          OPTION TERM (6)
      NAME       GRANTED (#)     FISCAL YEAR (5)  ($/SHARE)    DATE            5% ($)      10%($)
       (a)          (b)               (c)           (d)         (e)            (f)          (g)
_____________   ____________     _______________  _________  __________        _______________________

                                                                         
Shelby T. Brewer    2,865,200(1)     29.10%         0.07     12/14/08           18,844     76,302

James M. DeAngelis  1,841,688(2)     18.70%         0.07     12/14/08           12,113     49,045

O. Mack Jones       1,759,375(3)     17.87%         0.07     12/14/08           11,571     46,853

Paul E. Hannesson   1,181,925(4)     12.00%         0.07     12/14/08            7,773     31,475



	(1)  Options to purchase 865,200 shares of common stock were
	     issued on October 2, 2002 as part of the 1998 Plan of which
	     100% vested upon issuance. Additionally, Options to purchase
	     2,000,000 shares of common stock may be issued, subject to
	     certain performance criteria, outside of the 1998 Plan of
	     which 100% will vest upon the achievement of any of certain
	     performance criteria established by the Company's
	     Compensation, Stock Options and Benefits Committee. Prior to
	     the issuance of new options on October 2, 2002, existing
	     options to purchase 840,000 shares of common stock were
	     voluntarily cancelled by the individual.

	(2)  Options to purchase 841,688 shares of common stock were
	     issued on October 2, 2002 of which 100% vested upon issuance.
	     Additionally, Options to purchase 1,000,000 shares of common
	     stock may be issued, subject to certain performance criteria,
	     outside of the 1998 Plan of which 100% will vest upon the
	     achievement of any of certain performance criteria
	     established by the Company's Compensation, Stock Options and
	     Benefits Committee. Prior to the issuance of new options on
	     October 2, 2002, existing options to purchase 681,250 shares
	     of common stock were voluntarily cancelled by the individual.

	(3)  Options to purchase 1,759,375 shares of common stock
	     were issued on October 2, 2002 of which 100% vested upon
	     issuance.  Prior to the issuance of new options on October 2,
	     2002, existing options to purchase 437,500 shares of common
	     stock were voluntarily cancelled by the individual.

	(4)  Options to purchase 1,181,925 shares of common stock
	     were issued on October 2, 2002 of which 100% vested upon
	     issuance.  Prior to the issuance of new options on October 2,
	     2002, existing options to purchase 2,147,500 shares of common
	     stock were voluntarily cancelled by the individual.

	(5)  Percentages based on 9,847,218 stock options granted
	     (the 1998 Plan and outside the 1998 Plan) during the year
	     ended December 31, 2002.

	(6)  The closing price for the Company's common stock on
	     December 31, 2002 was $0.06.  The closing price is used for
	     all the subsequent stock appreciation calculations.


CXII 2002 Annual Meeting Proxy					Page 20


The following table sets forth certain information concerning
the exercise of options and the value of unexercised options
held under the 1998 Plan and outside of the 1998 Plan at
December 31, 2002 by the individuals listed in the Summary
Compensation Table.




     AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES



        	                                 NUMBER OF
					    SECURITIES UNDERLYING   VALUE OF UNEXERCISED
  					     UNEXERCISED OPTIONS    IN-THE-MONEY OPTIONS
		    SHARES	  VALUE      AT FISCAL YEAR-END(#)    AT FISCAL YEAR-END($)
		  ACQUIRED ON    REALIZED  	EXERCISABLE/		EXERCISABLE/
NAME               EXERCISE (#)   ($)(1)       UNEXERCISABLE	       UNEXERCISABLE(2)
(a)		      (b)           (c)             (d)                    (e)
________________  _____________  ________  _______________________   ______________________

                                                               
Shelby T. Brewer      -0-         -0-         865,200 / 2,000,000           -0- /-0-

Paul E. Hannesson     -0-         -0-       1,181,925 / -0-                 -0- /-0-

James M. DeAngelis    -0-         -0-         841,688 / 1,000,000	    -0- /-0-

O. Mack Jones         -0-         -0-       1,759,375 / -0-   		    -0- /-0-




	(1)	Represents the difference between the last reported sale
	        price of the Common Stock on December 31, 2002 ($0.06),
		and the exercise price of the option ($0.07) multiplied
	        by the applicable number of options exercised.

	(2)	Represents the difference between the exercise price and
	        the closing price on December 31, 2002, multiplied by the
	        applicable number of securities.



CXII 2002 Annual Meeting Proxy					Page 21

Securities  Authorized for Issuance Under Equity Compensation Plans
___________________________________________________________________

The following table reflects the number of shares of our
common stock that, as of July 24, 2003, were outstanding and
available for issuance under compensation plans that have
previously been approved by our stockholders as well as
compensation plans that have not previously been approved by
our stockholders.



         	                                            Number of Securities
                	                                     Remaining Available
	                    Number of        Weighted-       for
        	            Securities to    Average         Future Issuance
                	    be               Exercise Price  Under
	                    Issued Upon      of              Equity Compensation
        	            Exercise of      Outstanding     Plans (Excluding
                	    Outstanding      Options,        Securities Reflected
	                    Options,         Warrants and    in Column (a)
        	            Warrants and     Rights ($)
                	    Rights

                                                     

Plan Category       	       (a)              (b)             (c)
Equity Compensation Plans
Approved by Security
Holders  ......                 0                0.00            0

Equity
Compensation Plans
not Approved by
Security
Holders (1) (2)
(3)....			     11,531,458		 0.06		 6,468,542


Total..........              11,531,458          0.06            6,468,542



___________________________

	1.   Consists of options issuable under the 1998 Stock Option
	     Plan, as amended.

	2.   Includes options to purchase a total of 3,426,500 shares
	     issued to Mr. Brewer, Mr. DeAngelis, Mr. Jones, Mr. Hannesson
	     and Mr. Blum in October 2002 so long as they remain eligible
	     participants under the 1998 Stock Option Plan, as amended.
  	     See Ten-Year Option Repricings in this Proxy Statement.

	3.   Consists of options issuable outside of the 1998 Stock
	     Option Plan, as amended, to the Chief Executive Officer and
	     the Chief Financial Officer, subject to certain performance
	     criteria. See Proposal Number 3 and Proposal Number 4 in this
	     Proxy Statement.

The following is a brief description of the material features
of the equity compensation plans not approved by our
stockholders that are reflected in the chart above.

On December 14, 1998, our Board of Directors approved the
adoption of the 1998 Stock Option Plan, as amended.  The
purpose of this plan is to advance the interests of our
stockholders by enhancing our ability to attract, retain and
motivate persons who make important contributions to the
Company by providing them with equity ownership opportunities
and performance-based incentives that better align their
interests with those of our stockholders.  A total of
15,000,000 shares of our common stock, subject to adjustment
in the event of a stock split or similar event, is issuable
to our consultants, advisors and employees, officers and
directors.  A total of 10,000,000 shares of our common stock
have been duly registered under the Company's S-8 filings
under the Plan.  The remaining 5,000,000 shares have been
approved by the directors for issuance under the Plan but
have yet to be registered under an S-8 filing.  The plan
provides for the granting of non-qualified options.


CXII 2002 Annual Meeting Proxy				Page 22


     Ten Year Option Repricings
     __________________________

     The following table sets forth information regarding
     options held by the Commodore Named Executive Officers
     and Directors that were voluntarily surrendered by such
     persons, after which the Company issued new options to such
     persons at current fair market value.  The Compensation
     Committee approved the options exchanged in order to restore
     the incentive value of such options.






			      Number of									 Length of
			      Securities                                                                 Original
			      Underlying                             Exercise Price of                  Option Term
				Options    Market Price of Stock at  Option at Time of    New            At Date of
		               Repriced or   Time of Repricing          Repriced or     Exercise    Repricing or Amendment
		       Date    Amended (#)    Amendment ($)(1)         Amendment ($)    Price ($)
		       _____  ____________ ________________________  _________________  _________   ______________________

                                                                                      
Shelby T. Brewer     10/02/02   200,000   	$0.07        		$0.288    	  (2)    	12/14/08
       		     10/02/02   500,000   	$0.07        		$1.00      	  (2)    	12/14/08
          	     10/02/02   140,000   	$0.07        		$1.06     	  (2)    	12/14/08
James M. DeAngelis   10/02/02   181,250   	$0.07        		$0.4375   	  (3)    	12/14/08
           	     10/02/02   300,000   	$0.07        		$0.288    	  (3)    	12/14/08
	             10/02/02   200,000   	$0.07        		$0.688    	  (3)    	12/14/08
O. Mack Jones	     10/02/02   187,500   	$0.07        		$0.4375   	  (4)    	12/14/08
           	     10/02/02   100,000   	$0.07        		$0.288    	  (4)    	12/14/08
          	     10/02/02   150,000   	$0.07        		$0.688    	  (4)    	12/14/08
Paul E. Hannesson    10/02/02   147,500   	$0.07        		$0.4375   	  (5)    	12/14/08
           	     10/02/02  1,000,000  	$0.07        		$0.50     	  (5)    	12/14/08
Bentley J. Blum	     10/02/02   70,000    	$0.07        		$0.4375   	  (6)    	12/14/08
	             10/02/02   70,000    	$0.07        		$1.00     	  (6)    	12/14/08


      _________________________

     (1)  Represents the closing price of our common stock on
          October 2, 2002 as reported by the AMEX Stock Market.

     (2)  In October 2002, Mr. Brewer, the Company's Chairman of
          the Board and Chief Executive Officer, voluntarily
	  surrendered options to purchase 840,000 shares of our
	  common stock, after which the Company issued to him
          options to purchase 840,000 shares of our common stock for
          the issuance of options to purchase 840,200 shares of our
          common stock so long as Mr. Brewer continues to be an
          eligible participant under the 1998 Stock Option Plan, as
          amended.  The exercise price of the new options is equal to
          100% of the fair market value of our common stock on the date
          of grant of the new options, as determined by the last
          reported sales price of our common stock as reported by the
          AMEX Stock Market on the date we granted the new options.

     (3)  In October 2002, Mr. DeAngelis, the Company's Chief
          Financial and Administrative Officer, Treasurer and
          Secretary, voluntarily surrendered options to purchase 681,250
          shares of our common stock, after which the Company issued
	  to him options to purchase 681,250 shares of our common
	  stock so long as Mr. DeAngelis continues to be an eligible
	  participant under the 1998 Stock Option Plan, as amended.
 	  The exercise price of the new options is equal to 100%
	  of the fair market value of our common stock on the date
	  of grant of the new options, as determined by the last
	  reported sales price of our common stock as reported by
	  the AMEX Stock Market on the date we granted the new options.

     (4)  In October 2002, Mr. Jones, the Company's President and
          Chief Operating Officer, voluntarily surrendered options to
          purchase 437,500 shares of our common stock, after which the
	  Company issued to him options to purchase 437,500 shares of
	  our common stock so long as Mr. Jones continues to be an
	  eligible participant under the 1998 Stock Option Plan, as
	  amended.  The exercise price of the new options is equal to
	  100% of the fair market value of our common stock on the
	  date of grant of the new options, as determined by the last
	  reported sales price of our common stock as reported by the
	  AMEX Stock Market on the date we granted the new options.

CXII 2002 Annual Meeting Proxy					Page 23


     (5)  In October 2002, Mr. Hannesson, the Company's former
          Chairman of the Board and Chief Executive Officer, voluntarily
	  surrendered options to purchase 1,147,500 shares of our common
          stock, after which the Company issued to him options to purchase
	  1,147,500 shares of our common stock so long as Mr. Hannesson
	  continues to be an eligible participant under the 1998 Stock
	  Option Plan, as amended.  The exercise price of the new options
	  is equal to 100% of the fair market value of our common stock on
          the date of grant of the new options, as determined by the
          last reported sales price of our common stock as reported by
          the AMEX Stock Market on the date we granted the new options.

     (6)  In October 2002, Mr. Blum voluntarily surrendered options to
          purchase 140,000 shares of our common stock, after which the
	  Company issued to him options to purchase 144,200 shares of
	  our common stock so long as Mr. Blum continues to be an
	  eligible participant under the 1998 Stock Option Plan, as
	  amended.  The exercise price of the new options is equal to
	  100% of the fair market value of our common stock on the date
	  of grant of the new options, as determined by the last reported
	  sales price of our common stock as reported by the AMEX Stock
	  Market on the date we granted the new options.


CXII 2002 Annual Meeting Proxy				Page 24



COMPENSATION COMMITTEE REPORT
______________________________

Filings made by companies with the Securities and Exchange
Commission sometimes "incorporate information by reference."
This means the Company is referring you to information that has
been previously filed with the SEC and that this information
should be considered as part of the filing you are reading.  The
Compensation Committee Report and Stock Performance Graph in
this proxy statement are not incorporated by reference into any
other filings with the SEC.
_________________________________________________________________

What are the components of executive compensation?
__________________________________________________

Our compensation program for executives consists of three key
elements:

*    Annual base salary
*    Performance based annual bonus
*    Long-term stock incentive compensation

What is the overview and philosophy of executives compensation?
______________________________________________________________

The Company's executive compensation program is designed to be
linked to corporate performance and returns to stockholders.  Of
particular importance to the Company is its ability to grow and
enhance its competitiveness for the rest of the decade and
beyond.  Shorter-term performance, although scrutinized by the
CSOB Committee, stands behind the issue of furthering the
Company's strategic goals.  To this end, the Company has
developed an overall compensation strategy and specific
compensation plans that tie a significant portion of executive
compensation to the Company's success in meeting specified
performance goals.

The objectives of the Company's executive compensation program
are to:

*  attract, motivate and retain the highest quality
   executives;
*  motivate them to achieve tactical and strategic
   objectives in a manner consistent with the Company's
   corporate values; and
*  link executive and stockholder interests through equity-
   based plans and provide a compensation package that
   recognizes individual contributions as well as overall
   business results.


To achieve these objectives, the Company's executive
compensation program is designed to:

*  focus participants on high priority goals to increase
   stockholder value;
*  encourage behavior that exemplifies to Company's values
   relating to customers, quality of performance, employees,
   integrity, teamwork and good citizenship;
*  assess performance based on results and pre-set goals
   that link the business activities of each individual to the
   goals of the Company; and
*  increase stock ownership to promote a proprietary
   interest in the success of the Company.

How are the Chairman of the Board and Chief Executive Officer
compensated?
_____________________________________________________________

Shelby T. Brewer, the Chairman of the Board and Chief Executive
Officer of the Company, received a base salary of $250,000 of
which all but $90,000 was deferred in fiscal year 2002.  The
members of the CSOB Committee established the amount actually
received by Mr. Brewer this year as base salary for services
rendered to the Company and its affiliates. In determining Mr.
Brewer's salary, the CSOB Committee considered, without any
particular weighting, the salaries paid to chief executive
officers of comparable companies, the company's performance in
terms of stock price and key financial indices compared to its
peers, the performance of Mr. Brewer, and Mr. Brewer's extensive
industry knowledge.

Mr. Brewer received no cash bonus for fiscal 2002 under the
Officers Bonus Pool Plan.  This plan pays total bonuses of up to
25% of a participant's salary.  The CSOB Committee determined
that no bonus was to be paid in fiscal 2002.

How are other executive officers compensated?
____________________________________________

In setting all other executive officers annual salaries, the
CSOB Committee reviews an annual salary plan recommended by the
Chairman and CEO.  The annual salary plan is based on numerous
subjective factors that include performance, merit increases and
responsibility levels.


CXII 2002 Annual Meeting Proxy				Page 25


All executive officers are eligible to participate in the
officer's bonus plans.  Under these plans, officers are eligible
to receive a bonus up to an established percent of their annual
base salary, depending on the Company's performance relative to
criteria established by the Compensation Committee.  During
fiscal 2002, based upon these objective performance assessments,
no officer was awarded a bonus as reflected in the Summary
Compensation Table contained elsewhere in this proxy statement.

Job performance is based on reviews compiled by one or more of
the officers to whom the officer reports and such perceived
relative performance and abilities when compared with other
associates of the Company.  Stock options are typically
exercisable at a rate of 25% per year commencing on the first
day of the date of the grant.  Stock options are typically
exercisable for ten years after the date of the grant.

COMPENSATION, STOCK OPTION AND BENEFITS COMMITTEE
_________________________________________________


The Report of the Compensation Committee on Executive
Compensation shall not be deemed incorporated by reference by
any general statement incorporating by reference this Annual
Report into any filing under the Securities Act, or under the
Exchange Act, except to the extent that the Company specifically
incorporates this information by reference, and shall not
otherwise be deemed filed under such acts.

Does  the  Compensation Committee compare  Company  salaries  to
other companies?
________________________________________________________________

Salaries are based on the Compensation Committee assessment of
each officer's past performance and the expectation for future
contributions in leading the Company.  In addition, the
Compensation Committee reviews compensation data for the retail
industry and other companies similar in size.  This review is
not done scientifically.  The Compensation Committee uses other
company compensation data for information purposes only, but
also considers subjective factors relating to the differences
between companies.

How   are  limitations  on  the  deductibility  of  compensation
handled?
________________________________________________________________

Section 162(m) of the Internal Revenue Code limits the
deductibility of executive compensation paid by publicly held
corporations to $1 million per employee.  The $1 million
limitation generally does not apply to compensation based on
performance goals if certain requirements are met.  The Company
believes its Senior Officers' Bonus Pool Plan and Executive
Officers' Bonus Plan each satisfy Section 162(m).  As a result,
the Company believes that the compensation paid under these
plans is not subject to limits on deductibility.  However, there
can be no assurance that the Internal Revenue Service would
reach the same conclusion.

Who prepared this report?
_________________________

This   report  has  been  furnished  by  the  members   of   the
Compensation, Stock Option and Benefits committee:

Ambassador William A. Wilson, Chair
Shelby T. Brewer, PhD.
Frank E. Coffman, PhD.
VADM Michael P. Kalleres


CXII 2002 Annual Meeting Proxy				Page 26


AUDIT COMMITTEE REPORT
_______________________

Filings made by companies with the Securities and Exchange
Commission sometimes "incorporate information by reference."
This means the Company is referring you to information that has
been previously filed with the SEC and that this information
should be considered as part of the filing you are reading.  The
Audit Committee Report  in this proxy statement is not
incorporated by reference into any other filings with the SEC.

What are the responsibilities of  the Audit Committee?
_____________________________________________________

The Audit Committee oversees the Company's financial
reporting process on behalf of the Board of Directors and is
governed by its Charter as set forth in Exhibit C, hereto,
which was adopted in March of 2000. Management has the
primary responsibility for the financial statements and the
reporting process including the systems of internal controls.
In fulfilling its oversight responsibilities, the committee
reviewed the audited financial statements in the Annual
Report with management, including a discussion of the
quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and
the clarity of disclosures in the financial statements. The
Audit Committee received the written disclosures and the
letter from the independent accountants required by
Independence Standards Board Standard No. 1 and discussed
with the independent accountants the independence of the
independent accountants.  The Audit Committee also discussed
with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61.

What are the areas of focus of  the Audit Committee?
____________________________________________________

The Audit Committee reviews with the independent auditors,
who are responsible for expressing an opinion on the
conformity of those audited financial statements with
generally accepted accounting principles:

*   the overall scope and plans for their respective audits,

*   their judgments as to the quality, not just the
    acceptability, of the Company's accounting principles,

*   their independence from management and the Company
    including matters in the written disclosures and the letter
    from the independent accountants required by the Independence
    Standards Board No. 1,

*   and such other matters as are required to be discussed
    with the committee under generally accepted auditing
    standards.


Who are the independent members of the Audit Committee?
_______________________________________________________

Messrs. Kalleres, Coffman, and Wilson are independent audit
committee members in accordance with the listing standards of
the American Stock Exchange. Mr. DeAngelis is an Executive
Officer of the Company, and as such, is not independent.
Having Mr. DeAngelis on the committee is in the best interest
of the Company because he can provide day-to-day supervision
to the internal audit staff, he is readily available to
address issues with management, and provides independent
members insight into audit and financial matters.

What financial statements  does the  Audit
Committee review?
__________________________________________

The audit committee, as part of its Charter, reviews
quarterly with management the Company's financial statements
prior to filing with the Securities and Exchange Commission
and discusses with the independent auditors matters required
to be discussed by Statement on Auditing Standards No. 61.
In addition, the committee in reliance on the reviews and
discussions referred to above, has recommended to the Board
of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2002.


CXII 2002 Annual Meeting Proxy				Page 27



Who prepared this report?
_________________________

This  report  has  been furnished by the members  of  the  Audit
Committee:

VADM Michael P. Kalleres - Chair
Frank E. Coffman, PhD.
James M. DeAngelis
Ambassador William A. Wilson

What fees were paid to the Company's Principal Accountant?
__________________________________________________________

AUDIT FEES:  We were billed a total of $48,578, in the
aggregate, by Tanner + Co., for the audit of the Company's
and its subsidiaries' annual financial statements for the
fiscal 2002 and the reviews of the interim financial
statements included in the Company's Forms 10-Q filed during
the fiscal 2002; and

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES:
There were no fees billed by Tanner + Co. for services
rendered in connection with financial information systems
design and implementation services described in Paragraph
(c)(4)(ii) of Rule 2-01 of Regulation S-X. during the fiscal
year ended December 31, 2002.

ALL OTHER FEES:  $12,660, in the aggregate, for all services
other than those covered above under "Audit Fees". "All Other
Fees" consist primarily of tax compliance and consulting
services, benefit plan audits, assistance in the assessment
of impending accounting pronouncements, and due diligence
services for the fiscal year 2001.  Tax services and the
associated billings have not been finalized for the year 2002
but are expected to be approximately $11,600, the same amount
as in fiscal year 2001.

Additionally, the Company paid $5,602, in the aggregate, to
Tanner + Co. for services primarily related to the
dissolution of the Company 81% ownership of Dispute
Resolution Management, Inc. in 2002.

PRINCIPAL ACCOUNTANT INDEPENDENCE:  The Audit Committee has
determined that the provision of all non-audit services
performed by the principal accountant were compatible with
maintaining their independence.


CXII 2002 Annual Meeting Proxy				Page 28


STOCK PERFORMANCE GRAPH
________________________


This graph compares our total stockholder returns, the Standard
and Poor's 500 Composite Stock Index, the Standard and Poor's
Small Cap Composite Environmental Services Stock Index, the
Standard and Poor's 500 Composite Environmental Services Stock
Index, and the Standard and Poor's 500 Super Composite
Environmental Services Stock Index.  The graph assumes $100
invested at the per share closing price of the common stock of
Commodore Applied Technologies, Inc. on the American Stock
Exchange, from June 28, 1996 through March 6, 2003, and then on
the Over the Counter Bulletin Board from that point forward.


COMMODORE ENVIRONMENTAL COMPARATIVE ANALYSIS SINCE INCEPTION
____________________________________________________________



			[GRAPH]







		06/28/1996    12/26/1997    12/25/1998  12/31/1999    12/29/2000     12/28/2001     12/27/2002
		__________    __________    __________  __________    __________     __________     __________

                                                                                 
CXII       	100.00  	 53.93   	  5.62      14.61         4.49     	  2.34    	  1.26
S&P 500    	100.00  	139.64  	182.85     219.09  	196.87   	173.12  	130.53
S&P Small Cap   100.00  	 87.25   	 64.24      62.00   	102.29   	 87.92   	 70.85
Environmental
Services
S&P 500
Environmental   100.00  	100.82  	107.49      49.05        79.42           90.87            63.69
Services
S&P Super
Composite
Environmental   100.00  	102.84  	106.11      52.62        85.52           95.02            70.92
Services



             Comparison of initial $100 investment in various indices versus the
                 common stock of the Company.

CXII 2002 Annual Meeting Proxy					Page 29


							STOCK OWNERSHIP
_______________________________________________________________________

The following table sets forth certain information with respect
to the beneficial ownership of common stock as of December 31,
2002 by (i) each person known to the Company to be the beneficial
owner of more than 5% of the outstanding shares of common stock
of the Company, (ii) each Director, (iii) each individual listed
in the Summary Compensation Table herein, and (iv) all executive
officers and Directors of the Company as a group, as reported by
such persons.  Unless otherwise indicated, the owners have sole
voting and investment power with respect to their respective
shares.




                                       	                     Percentage of
        Name and Address of         Number of Shares           Outstanding
        Beneficial Owner(1)       Beneficially Owned(6)    Shares of Common Stock
__________________________________________________________________________________
                                                          

Commodore Environmental
Services, Inc.            		8,382,302(7)       	14.20%

Credit Agricole(2)        		7,743,578(8)        	13.12%

Bentley J. Blum           		6,249,553(9)       	10.59%

Robert S. Goldsmith(3)    		5,000,000(10)      	 8.47%

Shelby T. Brewer, PhD(4)  		4,359,313(11)       	 6.98%

Tamie P. Speciale(5)                    3,145,000(12)		 5.32%

Paul E. Hannesson         		1,491,978(13)            4.35%

James M. DeAngelis			1,730,700(14)		 3.16%

O. Mack Jones                           1,708,452(15)		 2.89%

Frank E. Coffman, PhD     		  139,669(16)        	   *

Michael P. Kalleres, VADM  		  139,669(17)              *

William A. Wilson         		  139,669(18)        	   *

All  executive  officers  	       17,163,864               28.68%
and Directors as a group
(8 persons)

  *    Percentage ownership is less than 1%.



  (1)  Unless otherwise noted the address of each beneficial owner
       is 150 East 58th Street, Suite 3238, New York, New York 10155.
       Messrs. Blum and Hannesson are brothers-in-law.

  (2)  The address of Credit Agricole Deux Sevres is 4 Boulevard
       Louis Tardy, 79000 Niort, France.

  (3)  The address of Robert S. Goldsmith is 117 East 77th Street,
       Apartment 2A, New York, New York 10021.

  (4)  The address of Shelby T. Brewer is 2151 Jamieson Street,
       Carlyle Towers, Suite 1607, Alexandria, Virginia 22314.

  (5)  The address of Tamie P. Speciale is 132 West Pierpoint
       Avenue, Suite 400, Salt Lake City, Utah 84101.

CXII 2002 Annual Meeting Proxy					Page 30


  (6)  As used herein, the term "beneficial ownership" with respect
       to a security is defined by Rule 13d-3 under the Exchange Act as
       consisting of sole or shared voting power (including the power to
       vote or direct the disposition of) with respect to the security
       through any contract, arrangement, understanding, relationship or
       otherwise, including a right to acquire such power(s) during the
       next 60 days. Unless otherwise noted, beneficial ownership
       consists of sole ownership, voting and investment rights.

  (7)  Excludes warrants to purchase an aggregate of 19,188,009
       shares of common stock at exercise prices ranging from $1.42 per
       share to $2.15 per share. See "Market for Registrant's Common
       Equity and Related Stockholder Matters-Recent Sales of
       Unregistered Securities" and "Certain Relationships and Related
       Transactions."

  (8)  Consists of (i) 6,000,000 shares of our common stock pledged
       to Credit Agricole Deux Sevres from Environmental in connection
       with Environmental's default on $4.0 million of convertible bonds
       on February 06, 2001; and (ii) Credit Agricole Deux Sevres'
       indirect beneficial ownership of our common stock based upon its
       ownership of 16,800,000 shares of Environmental's common stock
       pledged to Credit Agricole Deux Sevres from Environmental in
       connection with Environmental's default on $4.0 million of
       convertible bonds on February 06, 2001.

  (9)  Consists of:  (i) 2,500,000 shares of our common stock
       issued to Bentley J. Blum in exchange for $125,000 of debt owed
       to Mr. Blum from the Company; (ii) 144,200 shares of the Company
       common stock underlying currently exercisable options granted to
       Mr. Blum by the Company under the Plan; and (iii) Mr. Blum's
       indirect beneficial ownership of common stock based upon his
       beneficial ownership of 28,479,737 shares and his spouse's
       ownership of 2,000,000 shares of Environmental common stock,
       representing together 37.74% of the outstanding shares of
       Environmental common stock at April 15, 2003, and 4,500,000
       shares of Environmental common stock underlying currently
       exercisable stock options, representing together 41.02% of the
       outstanding shares of Environmental.  Does not include 450,400
       shares of Environmental common stock owned by Simone Blum, the
       mother of Mr. Blum, and 385,000 shares of Environmental common
       stock owned by Samuel Blum, the father of Mr. Blum. Mr. Blum
       disclaims any beneficial interest in the shares of Environmental
       common stock owned by his spouse, mother and father.

  (10) Consists of 5,000,000 shares of our common stock purchased
       by Robert S. Goldsmith.

  (11) Consists of:  (i) 3,428 shares of common stock (ii) 490,695
       shares of our common stock representing the balance held of the
       common stock issued pursuant to the Restated Brewer Note, dated
       as of March 15, 2001, between the Company and S.B. Enterprises
       and a subsequent conversion notice for 50% of the outstanding
       principal dated as of April 9, 2001; (iii) 865,200 shares of the
       Company common stock underlying currently exercisable options
       granted to Mr. Shelby T. Brewer by the Company under the 1998
       Plan; (iv) 2,000,000 shares of the Company common stock
       underlying options which are subject to certain performance
       criteria before deemed exercisable, granted to Mr. Brewer by the
       Company outside of the 1998 Plan; (v) 1,000,000 shares of our
       common stock underlying a currently exercisable two year warrant
       at an exercise price of $0.05 per share granted to S.B.
       Enterprises in connection with the extension of the Brewer Note
       until January 1, 2004; and (vi) does not include a conversion
       notice issued on March 17, 2003, by Mr. Brewer for the remainder
       of the principal and interest of the S.B. Enterprises loan, which
       when converted will comprise an additional ownership of 13,189,842
       shares of the Company's common stock.  This conversion has not
       occurred as of July 29, 2003.


  (12) Consists of (i) 2,850,000 shares of our common stock issued
       to Tamie P. Speciale and George H. Speciale with joint tenancy
       and rights of survivorship, by the Company in connection with the
       dissolution of the Company's ownership of 81.0% of DRM; and (ii)
       340,000 shares of our common stock underlying a currently
       exercisable five year warrant at an exercise price of $2.00 per
       share granted to Ms. Tamie P. Speciale and George H. Speciale
       with joint tenancy and rights of


CXII 2002 Annual Meeting Proxy					Page 31


       survivorship, by the Company in connection with the dissolution
       of the Company's ownership of 81.0% of DRM.

  (13) Consists of: (i) 750,000 shares of common stock; (ii)
       1,181,925 shares of common stock underlying currently exercisable
       stock options granted to Mr. Paul E. Hannesson by the Company
       under the 1998 Plan; and (iii) Mr. Hannesson's indirect
       beneficial ownership of common stock based upon his ownership of
       an aggregate of (a) 2,650,000 shares of Environmental common
       stock owned by Suzanne Hannesson, the spouse of Mr. Hannesson,
       (b) 2,650,000 shares of Environmental common stock owned by the
       Hannesson Family Trust (Suzanne Hannesson and John D. Hannesson,
       trustees) for the benefit of Mr. Hannesson's spouse and (c)
       500,000 shares of Environmental common stock in exchange for
       options to purchase 950,000 shares of Environmental common stock,
       issued to Hannesson Family Trust, representing together 7.18% of
       the outstanding shares of Environmental common stock as of March
       15, 2001, and (d) currently exercisable options to purchase
       525,705 shares of Environmental common stock, representing
       together 7.78% of the outstanding shares of Environmental common
       stock.  Does not include (i) 40,000 shares of the Company's
       common stock owned by each of Jon Paul and Krista Hannesson, the
       adult children of Mr. Hannesson; and (ii) 1,000,000 shares of
       Environmental common stock owned by each of Jon Paul and Krista
       Hannesson.  Mr. Hannesson disclaims any beneficial interest in
       the shares of Environmental common stock owned by or for the
       benefit of his spouse and children.  It also does not include
       1,000,000 shares of common stock underlying stock options granted
       to Mr. Hannesson by the Company that are not currently
       exercisable.

  (14) Consists of (i) 16,500 shares of common stock; (ii) 841,688
       shares of common stock underlying currently exercisable stock
       options granted to Mr. James M. DeAngelis by the Company under
       the Company's 1998 Plan; (iii) 1,000,000 shares of common stock
       underlying options which are subject to certain performance
       criteria before deemed exercisable, granted to Mr. DeAngelis by
       the Company outside of the Company's 1998 Plan; and (iv) Mr.
       DeAngelis' indirect beneficial ownership of common stock based
       upon his ownership of 580,000 shares of Environmental.

  (15) Consists of 1,759,375 shares of common stock underlying
       currently exercisable stock options granted to Mr. O. Mack Jones
       by the Company under the Company's 1998 Plan.

  (16) Consists of 140,000 shares of common stock underlying
       currently exercisable stock options granted to Mr. Frank E.
       Coffman by the Company under the Company's 1998 Plan.

  (17) Consists of 140,000 shares of common stock underlying
       currently exercisable stock options granted to Mr. Michael P.
       Kalleres VADM by the Company under the Company's 1998 Plan.

  (18) Consists of 140,000 shares of common stock underlying
       currently exercisable stock options granted to Mr. William A.
       Wilson by the Company under the Company's 1998 Plan.


Messrs. Blum and Hannesson are brothers-in-law.

The Shaar Fund holds certain shares of Series E Preferred Stock
and Series F Preferred Stock that are convertible into common
stock of the Company.  If the Shaar Fund were to exercise this
conversion privilege and retain the shares of common stock
received on the conversion, such conversion might result in a
change in control of the Company.

EXECUTIVE OFFICERS AND KEY EMPLOYEES
____________________________________

     The executive officers of the Company are Shelby T. Brewer,
Ph.D., who serves as Chairman of the Board, President and Chief
Executive Officer, O. Mack Jones, who serves as President and
Chief Operating Officer, and James M. DeAngelis, who serves as
Chief Financial and Administrative Officer and Secretary

CXII 2002 Annual Meeting Proxy				Page 32


and Treasurer.  Additional information regarding Dr. Brewer and Mr.
DeAngelis is included in this proxy statement under the heading
"Election of Directors and Director Biographies."

     O. Mack Jones, age 62, serves as President and Chief
Operating Officer of the Company.  O. Mack Jones has been serving
as Acting President of Advanced Sciences since February 2001.
Mr. Jones also has



served as Vice President of Field Operations
since April 1998, managing its field treatability studies and
commercial projects.  On February 28, 2001, Mr. Jones was
appointed President of Advanced Sciences.  Mr. Jones served as
consultant to the Company from June 1996 to April 1998, assisting
in the commercialization of the solvated electron technology.
From September 1994 to May 1996, he served as a consultant to
Environmental assisting in the development of the solvated
electron technology.  From 1991 to May 1996, Mr. Jones served as
the founder and principal executive officer of an environmental
consulting company, Florida Vector Services, which provided both
consulting and hands-on remediation services primarily in TSCA-
related areas.  From 1986 to 1991, Mr. Jones was Vice President-
Operations with Quadrex Environmental Company, managing the
company's field remediation businesses.  Mr. Jones is a
professional mechanical engineer who held several managerial
operating positions in power generation and distribution arenas
during his twenty-six years of service to General Electric
Company.  His experience includes commercial nuclear, fossil, and
hydro power construction and maintenance, industrial power
delivery systems, and industrial drives and controls.



CXII 2002 Annual Meeting Proxy				Page 33


							GENERAL
_______________________________________________________________

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
___________________________________________________________

None of the members of the Compensation, Stock Option and
Benefits Committee were officers or employees of the Company or
had any relationship with the Company requiring disclosure
under Securities and Exchange Commission regulations.

INSIDER TRANSACTIONS
____________________

Shelby T. Brewer sold 885,900 shares of the Company's common
stock from March 8, 2002 through January 24, 2003.  On March
17, 2003, Mr. Brewer issued a conversion notice for the remainder
of the principal and interest of the S.B. Enterprises loan, which
when converted will comprise an additional ownership of
13,189,842 shares of the Company's common stock.  This conversion
has not occurred as of July 29, 2003.  Paul E. Hannesson sold
750,000 shares of the Company's common stock on January 27,
2003.  All required disclosures were submitted to the Securities
and Exchange Commission with respect to the above-mentioned
transactions.

COMPLIANCE WITH SECTION 16(a) BENEFICIAL OWNER
______________________________________________

Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors and executive officers and persons who
own more than ten percent of a registered class of the
Company's equity securities to file with the SEC reports of
ownership and changes in ownership of the Company's common
stock.  Directors, executive officers and greater than ten
percent stockholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of these reports
furnished to the Company or written representations that no
other reports were required, with the exception of Shelby
Brewer who filed a Form 4 on a delayed basis, we believe that
during fiscal year 2002, all our directors, executive officers
and greater than ten percent beneficial owners complied with
these requirements.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTS
_____________________________________

Tanner + Co. was our auditor during fiscal 2002.  The Board of
Directors has selected Tanner + Co. to serve as auditors for the
present fiscal year, subject to shareholder ratification.  A
representative of that firm will be present at the annual
meeting, will be given an opportunity to make a statement and
will be available to respond to appropriate questions.

AVAILABILITY OF FORM 10-K AND ANNUAL REPORT TO STOCKHOLDERS
___________________________________________________________

SEC rules require us to provide an Annual Report on Form 10K to
stockholders who receive this Proxy Statement.  We will also
provide copies of the Annual Report on Form 10K to brokers,
dealers, banks, voting trustees and their nominees for the
benefit of their beneficial owners of record.  Additional copies
of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 (not including documents incorporated by
reference), are available without charge to stockholders upon
written request to Investor Relations, Commodore Applied
Technologies, Inc., 150 East 58th Street, Ste. 3238, New York,
NY 10155, by calling (212) 308-5800 or via the Internet at
www.commodore.com.

STOCKHOLDER PROPOSALS
_____________________

To be considered for inclusion in next year's proxy statement,
stockholder proposals must be submitted in writing by April 6,
2004.  Any stockholder proposal, including nomination of a
director, to be considered at next year's meeting, but not
included in the proxy statement, must be submitted in writing by
June 20, 2004, or the persons appointed as proxies may exercise
their discretionary voting authority with respect to the
proposal.  All written proposals should be submitted to James M.
DeAngelis, Corporate Secretary of the Company.   Our by-laws,
which are publicly available through our SEC reports or may be
obtained upon request from our Corporate Secretary, state the
specific requirements that must be included in any notice of any
business to be brought before the meeting.

SOLICITATION BY BOARD; EXPENSES OF SOLICITATION
_______________________________________________

Our Board of Directors has sent you this Proxy Statement.  Our
directors, officers and associates may solicit proxies.  We will
also reimburse brokers, nominees and fiduciaries to send proxies
and proxy materials to our stockholders so they can vote their
shares.

CXII 2002 Annual Meeting Proxy				Page 34


                                 FORM OF PROXY

                        COMMODORE APPLIED TECHNOLOGIES, INC.

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                                 THE COMPANY


     The undersigned, a stockholder of COMMODORE APPLIED
TECHNOLOGIES, INC., a Delaware corporation  (the  "Company"),
hereby appoints Shelby T. Brewer and James M. DeAngelis, and each
of them, as proxies for the undersigned, each with full power of
substitution, and hereby authorizes them to represent and to
vote, as designated below, all of the shares of Common Stock of
the Company held of record by the undersigned at the close of
business on July 31, 2003 at the Annual Meeting of Stockholders
of the Company to be held on Friday, September 12, 2003, at 11:00
a.m.,  local time, at The Fitzpatrick Hotel, 687 Lexington
Avenue,  New York, New York 10022, and at any adjournment or
postponement thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.  IF NO DIRECTION
IS GIVEN, SUCH SHARES WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR
IDENTIFIED BELOW AND FOR PROPOSALS 2 THROUGH 8 SET FORTH BELOW.

IF YOU CHOOSE TO VOTE BY FACSIMILE, PLEASE FILL IN THE PROXY CARD
AS DIRECTED ABOVE AND FAX TO THE ATTENTION OF: JAMES M.
DEANGELIS, SECRETARY OF THE 2002 ANNUAL MEETING OF THE
SHAREHOLDERS OF COMMODORE APPLIED TECHNOLOGIES, INC. AT 212-355-
1371 ANYTIME PRIOR TO FRIDAY, SEPTEMBER 12, 2003, at 11:00 A.M.,
LOCAL TIME, NEW YORK, NY.

     1.   To elect the following nominees as Directors of the
Company to hold office until the Annual Meeting of Stockholders
to be held in 2004, and until their respective successors are
duly elected and have qualified:  Bentley J. Blum, Shelby T.
Brewer, PhD., Frank E. Coffman, PhD., James M. DeAngelis, Paul E.
Hannesson, VADM Michael P. Kalleres, and Ambassador William A.
Wilson.


FOR ALL NOMINEES (except as      WITHHOLD ALL NOMINEES
marked to the contrary)

(   )                            (   )


    AUTHORITY TO WITHHOLD A VOTE FOR ANY OF THE ABOVE NAMED
 INDIVIDUALS SHOULD BE INDICATED BY LINING THROUGH OR OTHERWISE
               STRIKING OUT THE NAME OF THE NOMINEE.
__________________________________________________________________


Form of Porxy CXII 2003						Page 1



     2.   To amend the Certificate of Incorporation to increase
the number of authorized shares of common stock from 125,000,000
to 300,000,000 shares.


(   ) FOR           (   ) AGAINST        (   ) ABSTAIN
_______________________________________________________________


     3.   To approve the Company's Short Term Incentive Plan.


(   ) FOR           (   ) AGAINST        (   ) ABSTAIN
_______________________________________________________________


     4.   To ratify the Company's 1998 Stock Option Plan, as
amended.


(   ) FOR           (   ) AGAINST        (   ) ABSTAIN
_______________________________________________________________


     5.   To approve the performance goals and incentive
compensation for the Chief Executive Officer outside of the
Company's 1998 Stock Option Plan, as amended.


   (   ) FOR        (   ) AGAINST        (   ) ABSTAIN
_______________________________________________________________


     6.   To approve the performance goals and incentive
compensation for the Chief Financial Officer outside of the
Company's 1998 Stock Option Plan, as amended.


   (   ) FOR        (   ) AGAINST        (   ) ABSTAIN
_______________________________________________________________


     7.   To ratify the appointment of Tanner + Co as the
Company's independent auditors for the year ending December 31,
2003.


(   ) FOR           (   ) AGAINST        (   ) ABSTAIN
_______________________________________________________________


     8.   Upon such other matters as may properly come before
such Annual Meeting and any adjournments or postponement thereof.
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting and
any adjournment or postponement thereof.


Form of Proxy CXII 2003					 Page 2


      The  undersigned  hereby acknowledges receipt  of  (1)  the
Notice  of  Annual Meeting for the 2002 Annual Meeting,  (2)  the
Proxy  Statement  and  (3) the Company's 2002  Annual  Report  to
Stockholders on Form 10-K.


Dated: ______________________, 2003




                                   ________________________________
                                   SIGNATURE



				   ________________________________
                                   Print Name


				   ________________________________
                                   Signature, if Jointly Held


				   ________________________________
                                   Print Name



	          PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
		  ________________________________________


HEREIN, if signing as attorney, executor, administrator, trustee
or guardian, indicate such capacity.  All joint tenants must
sign. If a corporation, please sign in full corporate name by
president or other authorized officer.  If a partnership, please
sign in partnership name by authorized person.  The Board of
Directors requests that you fill in the date and sign the proxy
and return it in the enclosed envelope.
__________________________________________________________________

                   IF THE PROXY IS NOT DATED IN THE ABOVE
                 SPACE, IT IS DEEMED TO BE DATED ON THE DAY
                 ON WHICH IT WAS MAILED BY THE CORPORATION.

		 __________________________________________


Form of Proxy CXII 2003					Page 3


                                 APPENDIX A
				 __________
                         SHORT TERM INCENTIVE PLAN



                     COMMODORE APPLIED TECHNOLOGIES, INC.

	                  SHORT TERM INCENTIVE PLAN

                          EFFECTIVE JANUARY 1, 2003


     The Compensation, Stock Option and Benefits Committee (the
"Compensation Committee") of the Board of Directors of Commodore
Applied Technologies, Inc. (the "Company") hereby adopts this
Short Term Incentive Plan (the "Short Term Incentive Plan"),
subject to stockholder approval as described in Section 10.

     1.   PURPOSE.  The primary purpose of the Short Term
Incentive Plan is to enhance the ability of the Company and its
affiliates to attract, motivate and retain individuals of
exceptional managerial talent on whom, in large measure, the
sustained progress, growth and profitability of the Company
depend.  The bonus awards under the Short Term Incentive Plan are
intended to qualify as "performance-based" compensation under
Section 162(m) of the Internal Revenue Code of 1986, as amended
("Section 162(m)").

     2.   ADMINISTRATION.  The Short Term Incentive Plan shall be
administered by the Compensation Committee, which shall have full
power and authority to construe, interpret and administer the
Short Term Incentive Plan.  The Compensation Committee shall have
full authority to make all eligibility, bonus and other
determinations necessary or appropriate for the proper
administration of the Short Term Incentive Plan.

     3.   PARTICIPANTS.

     (a)  ELIGIBLE EMPLOYEES.  For each bonus measurement period,
the CEO, four highest compensated officers (within the meaning of
Section 162(m)  and any other employee who the Company has
designated as a Section 16 officer at the beginning of the bonus
measurement period shall be eligible to participate in the Short
Term Incentive Plan, unless determined otherwise by the
Compensation Committee in its discretion.

     (b)  PARTICIPATION.   In general, to participate in the
Short Term Incentive Plan an eligible employee must be
continuously employed by the Company or its affiliates for the
entire bonus measurement period.  However, for an eligible
employee who is hired or terminates employment during a bonus
measurement period, the Compensation Committee in its discretion
may award such employee a pro rata bonus in accordance with
Sections 4(c) and 5 and the performance-based compensation
requirements of Section 162(m).  An eligible employee under this
Section 3(b) shall be referred to as a "Participant."  A bonus
measurement period shall equal a calendar year, unless determined
otherwise by the Compensation Committee in its discretion.

Short Term Incentive Plan 				Page 1


     (c)  CHANGE IN CONTROL.  In the event of a Change in
Control, a Participant shall be entitled to a minimum bonus award
for the bonus measurement period that contains the effective time
of the Change in Control.  The minimum bonus award shall equal
the product of (i) the Participant's target annual incentive
award in effect as of the effective time of the Change in
Control, (ii) a fraction, the numerator of which is the number of
calendar days in the then-current bonus measurement period and
the denominator of which is 365, and (iii) year-to-date actual
performance with respect to the performance goals for such bonus
measurement period, as reasonably determined by the Compensation
Committee immediately prior to the effective time of the Change
in Control.  A "Change in Control" for purposes of this Section
3(c) shall have the meaning set forth in the Company's 1998 Stock
Option Plan, as amended, as may be amended from time to time.  A
"target annual incentive award" for purposes of this Section 3(c)
shall mean, for each Participant, the target annual incentive
award established by the Company's management and presented to
the Compensation Committee in connection with establishing the
maximum bonus award for the Participant under Section 4(a).  The
target annual incentive award shall be less than the maximum
bonus award.

     4.   BONUS AWARDS.  The following provisions shall apply to
bonus awards under the Short Term Incentive Plan:

          (a)  MAXIMUM BONUS AWARD.     Prior to the beginning of
each bonus measurement period or such later time as may be
permitted by Section 162(m), the Compensation Committee shall
establish a maximum bonus award for each Participant, expressed
as a percentage of the bonus pool specified in Section 4(b);
provided, however, that the total of all such maximum percentages
shall not exceed 100% and the maximum percentage for any
individual Participant shall not exceed 40%.

          (b)  BONUS POOL.    For each bonus measurement period,
the Compensation Committee shall establish a bonus pool of up to
$4,000,000 and set performance goals, which shall determine
whether the bonus pool is funded for the bonus measurement
period.  If the performance goals are not satisfied in accordance
with Section 5, the bonus pool for the bonus measurement period
shall equal $0.  The performance goals may be based on the
attainment of specified levels of one or any combination of the
following business criteria of the Company, its affiliates or its
business units, as reported or calculated by the Company; cash
flows (including, but not limited to, operating cash flow, free
cash flow or cash flow return on capital); working capital;
earnings per share; book value per share; operating income
(including or excluding depreciation, amortization or other
expenses); revenues; operating margins; return on assets; return
on equity; debt; debt plus equity; market or economic value
added; stock price appreciation; total stockholder return; cost
control; strategic initiatives; market share; net income; return
on invested capital; improvements in capital structure; or
customer satisfaction, employee satisfaction, service
performance, subscriber, cash management or asset management
metrics.  Such performance goals also may be based on the
achievement of specified levels of Company performance (or
performance of an applicable affiliate or division of the
Company) under one or more of the measures described above
relative to the performance of other corporations.  The
Compensation Committee shall set such performance goals prior to
the beginning of each bonus measurement period or such later time
as may be permitted by Section 162(m).

     (c)  INDIVIDUAL BONUS AWARDS. The bonus award to a
Participant shall not exceed the maximum bonus award specified in
Section 4(a).  The aggregate amount of all bonus awards to all
Participants for any bonus measurement period shall not exceed
100% of the bonus pool specified in Section 4(b).


short Term incentive Plan				Page 2


     5.   COMPENSATION COMMITTEE CERTIFICATION.  The Compensation
Committee shall determine, in accordance with the minimum bonus
awards, performance goals and other elements established pursuant
to Sections 3 and 4, the amounts to be awarded to each
Participant under the Short Term Incentive Plan for each bonus
measurement period.  The Compensation Committee's determinations
shall be final and binding on all Participants.  These
determinations must be certified in writing after the completion
of the bonus measurement period and before bonuses for such
period are paid, which requirement may be satisfied by approved
minutes of the Compensation Committee meeting that set out the
determinations made.  The Compensation Committee shall not have
discretion to increase the bonus awards that would otherwise be
due to Participants under the terms of the Short Term Incentive
Plan.

     6.   PAYMENT OF BONUS AWARDS.   Payment of bonus awards
shall be made in cash at such times and on such terms as are
determined by the Compensation Committee in its discretion.

     7.   AMENDMENTS.   The Compensation Committee may amend the
Short Term Incentive Plan at any time; provided, however, that to
the extent it would cause the Short Term Incentive Plan to fail
to qualify as "performance-based" compensation under Section
162(m) with respect to any Participant, the Compensation
Committee shall not have the power to change the material terms
of the performance goals unless (a) the modified performance
goals are established by the Compensation Committee no later than
the deadline established under Section 162(m) and (b) no bonuses
are paid under the modified performance goals until after the
material terms of the modified performance goals are disclosed to
and approved by the Company's stockholders to the extent required
by Section 162(m).  No amendment that adversely affects a
Participant's right to or interest in a bonus awarded by the
Compensation Committee prior to the date of the amendment shall
be effective unless the Participant agrees to the amendment in
writing.

     8.   TERMINATION.  The Compensation Committee may terminate
the Short Term Incentive Plan at any time and for any reason.
The Compensation Committee shall provide Participants with
written notice of the Short Term Incentive Plan's termination as
soon as practicable following such termination.

     9.   OTHER CONDITIONS.

     (a)  NO CLAIMS:  NO ASSIGNMENT OR ALIENATION.  No person
shall have any claim to a bonus award under the Short Term
Incentive Plan, and there is no obligation for uniformity of
treatment of Participants under the Short Term Incentive Plan.
Bonus awards under the Short Term Incentive Plan may not be
assigned, alienated, pledged, transferred, encumbered, attached,
garnished or subjected to any other disposition.

     (b)  UNFUNDED PLAN.  The Company shall have no obligation to
reserve or otherwise fund in advance any bonus awards that are or
may in the future become payable under the Short Term Incentive
Plan.  Any funds that the Company, acting in its sole and
absolute discretion, determines to reserve for future payments
under the Short Term Incentive Plan may be commingled with other
assets or funds of the Company and need not in any way be
segregated from other assets or funds held by the Company.  A
Participant's rights to payment of a bonus award under the Short
Term Incentive Plan shall be limited to those of a general
creditor of the Company.


Short Term Incentive Plan				Page 3


     (c)  NO RIGHT TO EMPLOYMENT.  Neither the Short Term
Incentive Plan nor any action taken hereunder shall be construed
as giving any Participant the right to be retained in the employ
of the Company.

     (d)  TAX WITHHOLDING.  The Company shall have the right to
withhold from the payment of any bonus award under the Short Term
Incentive Plan any federal, state or local taxes in accordance
with applicable law.

     (e)  OTHER PLANS.  Bonus awards under the Short Term
Incentive Plan shall not constitute compensation for the purpose
of determining benefits under any other plan of the Company
unless expressly included in compensation under the terms of such
other plan.

     (f)  GOVERNING LAW.  The Short Term Incentive Plan shall be
governed by the laws of the State of  Delaware, other than its
choice of law rules, and applicable federal law.

     10.  EFFECTIVE DATE; STOCKHOLDER APPROVAL; PRIOR PLANS SUPERSEDED.
The Short Term Incentive Plan shall be effective for
bonus measurement periods beginning on or after January 1, 2003,
subject to approval of the Short Term Incentive Plan by the
Company's stockholders in accordance with Section 162(m).  The
Short Term Incentive Plan shall replace and supersede all current
and prior bonus plans, programs and arrangements of a similar
annual incentive nature with respect to each Participant.


Short Term Incentive Plan				Page 4


                              APPENDIX B
			      __________










                  COMMODORE APPLIED TECHNOLOGIES, INC.


                        1998 STOCK OPTION PLAN

                           _______________

         AS AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 15, 1998






1998 Stock Option Plan, as amended                      Page 1













                      COMMODORE APPLIED TECHNOLOGIES, INC.
                           1998 STOCK OPTION PLAN

                                INTRODUCTION

          Commodore Applied Technologies, Inc., a Delaware
corporation (hereinafter referred to as the "Corporation"),
hereby establishes an incentive compensation plan to be known as
the "COMMODORE APPLIED TECHNOLOGIES, INC. 1988 STOCK OPTION PLAN"
(hereinafter referred to as the "Plan"), as set forth in this
document.  The Plan permits the grant of Non-Qualified Stock
Options.

          The Plan became effective on December 15, 1998 and was
Amended and Restated as of such date.

          The purpose of the Plan is to promote the success and
enhance the value of the Corporation by linking the personal
interests of Participants to those of the Corporation's
stockholders by providing Participants with an incentive for
outstanding performance.  The Plan is further intended to assist
the Corporation in its ability to motivate, and retain the
services of, Participants upon whose judgment, interest and
special effort the successful conduct of its and its
subsidiaries' operations is largely dependent.


                          DEFINITIONS


          For purposes of this Plan, the following terms shall be
defined as follows unless the context clearly indicates
otherwise:

               "Award Agreement" shall mean the written
agreement, executed by an appropriate officer of the Corporation,
pursuant to which a Plan Award is granted.

               "Board of Directors" shall mean the Board of
Directors of the Corporation.

               "Code" shall mean the Internal Revenue Code of
1986, as amended, and the rules and regulations thereunder.

               "Committee" shall mean the Board of Directors of
the Corporation or any committee of two or more persons
designated by the Board of Directors to serve as the Committee.

               "Common Stock" shall mean the common stock, par
value $0.001 per share, of the Corporation.

               "Consultant" shall mean an individual who is in a
Consulting Relationship with the Corporation or any Parent or
Subsidiary.

               "Consulting Relationship" shall mean the
relationship that exists between an individual and the
Corporation (or any Parent or Subsidiary) if (i) such individual
or (ii) any entity of which such individual is an executive
officer or owns a substantial equity interest has entered into a
written consulting contract with the Corporation or any Parent or
Subsidiary.


1998 Stock Option Plan, as amended                      Page 2


               "Corporation" shall mean Commodore Applied
Technologies, Inc., a Delaware corporation.

               "Disability" shall have the same meaning as the
term "permanent and total disability" under Section 22(e)(3) of
the Code.

               "Employee" shall mean a common-law employee of the
Corporation or of any Parent or Subsidiary.

               "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended, and the rules and regulations
thereunder.

               "Fair Market Value" of the Corporation's Common
Stock on a Trading Day shall mean the last reported sale price
for Common Stock or, in case no such reported sale takes place on
such Trading Day, the average of the closing bid and asked prices
for the Common Stock for such Trading Day, in either case on the
principal national securities exchange on which the Common Stock
is listed or admitted to trading, or if the Common Stock is not
listed or admitted to trading on any national securities
exchange, but is traded in the over-the-counter market, the
closing sale price of the Common Stock or, if no sale is publicly
reported, the average of the closing bid and asked quotations for
the Common Stock, as reported by the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") or any
comparable system or, if the Common Stock is not listed on NASDAQ
or a comparable system, the closing sale price of the Common
Stock or, if no sale is publicly reported, the average of the
closing bid and asked prices, as furnished by two members of the
National Association of Securities Dealers, Inc. who make a
market in the Common Stock selected from time to time by the
Corporation for that purpose.  In addition, for purposes of this
definition, a "Trading Day" shall mean, if the Common Stock is
listed on any national securities exchange, a business day during
which such exchange was open for trading and at least one trade
of Common Stock was effected on such exchange on such business
day, or, if the Common Stock is not listed on any national
securities exchange but is traded in the over-the-counter market,
a business day during which the over-the-counter market was open
for trading and at least one "eligible dealer" quoted both a bid
and asked price for the Common Stock.  An "eligible  dealer" for
any day shall include any broker-dealer who quoted both a bid and
asked price for such day, but shall not include any broker-dealer
who quoted only a bid or only an asked price for such day.  In
the event the Corporation's Common Stock is not publicly traded,
the Fair Market Value of such Common Stock shall be determined by
the Committee in good faith.

               "Good Cause" shall have the equivalent meaning (or
the same meaning as "cause" or "for cause") set forth in any
employment agreement between the Participant and the Corporation
or Parent or Subsidiary or, in the absence of any such agreement,
such term shall mean (i) the Participant's willful or gross
misconduct or willful or gross negligence in the performance of
his duties for the Corporation or for any Parent or Subsidiary
after prior written notice of such misconduct or negligence and
the continuance thereof for a period of 30 days after receipt by
such Participant of such notice, (ii) the Participant's
intentional or habitual neglect of his duties for the Corporation
or for any Parent or Subsidiary after prior written notice of
such neglect, (iii) the Participant's theft or misappropriation
of funds of the Corporation or of any Parent or Subsidiary,
fraud, criminal misconduct, breach of fiduciary duty or
dishonesty in the performance of his duties on behalf of the
Corporation or any Parent or Subsidiary or commission of a
felony, or crime of moral turpitude or any other conduct
reflecting adversely upon the Corporation or any Parent or
Subsidiary, (iv) the Participant's violation of any covenant not
to compete or not to disclose confidential information with
respect to the Corporation or (v) the direct or indirect breach
by the Participant of the terms of a related consulting contract
with the Corporation or any Parent or Subsidiary.


1998 Stock Option Plan, as amended			Page 3


               "Good Reason" shall have the meaning set forth in
any employment contract between the  Employee and the Corporation
(or any Parent or Subsidiary) of such term (or of Constructive
Termination, Constructive Discharge or similar term) or, in the
event there is no such contract (or no such term set forth in any
such contract), the definition (if any) set forth in the
appropriate Plan Award.

               "Non-Qualified Option" shall mean a stock option
which does not satisfy the requirements for, or which is not
intended to be eligible for, tax-favored treatment under Section
422 of the Code.

               "Option" shall mean a Non-Qualified Stock Option
granted pursuant to the provisions of Section VI hereof.

               "Optionee"  shall mean a Participant who is
granted an Option under the terms of this Plan.

               "Parent" shall mean a corporation which directly
or indirectly owns more than fifty percent (50%) of the
Corporation's outstanding Common Stock.

               "Participant" shall mean any Employee or other
person participating under the Plan.

               "Plan Award" shall mean an Option granted pursuant
to the terms of this Plan.

               "Securities Act" shall mean the Securities Act of
1933, as amended, and the rules and regulations thereunder.

               "Subsidiary" shall mean a corporation of which
more than fifty percent (50%) of its outstanding voting common
stock is directly or indirectly owned by the Corporation.

               "Termination of Consulting Relationship" shall
mean the cessation, abridgment or termination of a Consultant's
Consulting Relationship with the Corporation or any Parent or
Subsidiary as a result of (i) the Consultant's death or
Disability, (ii) the cancellation, annulment, expiration,
termination or breach of the written consulting contract between
the Corporation (or any Parent or Subsidiary) and the Consultant
(or any other entity) giving rise to the Consulting Relationship
or (iii) if the written consulting contract is not directly
between the Corporation (or any Parent or Subsidiary) and the
Consultant, the Consultant's termination of service with, or sale
of all or substantially all of his equity interest in, the entity
which has entered into the written consulting contract with the
Corporation, Parent or Subsidiary.

                         ADMINISTRATION

          The Plan shall be administered by the Committee, which
shall be composed of the entire Board of Directors or of two or
more Non-Employee Directors, as defined in Rule 16b-3(b)(3)
promulgated under the Exchange Act.  Subject to the provisions of
the Plan, the Committee may establish from time to time such
regulations, provisions, proceedings and conditions of awards
which, in its sole opinion, may be advisable in the
administration of the Plan.  A majority of the Committee shall
constitute a quorum, and, subject to the provisions of Section V
of the Plan, the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing
by all of the members of the Committee, shall be the acts of the
Committee as a whole.


1998 Stock Option Plan, as amended			Page 3


                         SHARES AVAILABLE



          Subject to the adjustments provided in Section VII of
the Plan, the aggregate number of shares of the Common Stock
which may be granted for all purposes under the Plan shall be
fifteen million (15,000,000) shares.  Shares of Common Stock
underlying awards of securities (derivative or not) shall be
counted against the limitation set forth in the immediately
preceding sentence and may be reused to the extent that the
related Plan Award to any individual is settled in cash, expires,
is terminated unexercised, or is forfeited. Common Stock granted
to satisfy Plan Awards under the Plan may be authorized and
unissued shares of the Common Stock, issued shares of such Common
Stock held in the Corporation's treasury or shares of Common
Stock acquired on the open market.


                            ELIGIBILITY

          Officers and key employees of the Corporation, or of
any Parent or Subsidiary, who are regularly employed on a
salaried basis as common law employees, and Consultants and
directors of the Corporation or of any Parent or Subsidiary who
are not Employees, shall be eligible to participate in the Plan.
Where appropriate under this Plan, directors who are not
Employees shall be referred to as "employees" and their service
as directors as "employment".


                     AUTHORITY OF COMMITTEE

          The Plan shall be administered by, or under the
direction of, the Committee, which shall administer the Plan so
as to comply at all times with Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder, to the extent
such compliance is required, and shall otherwise have plenary
authority to interpret the Plan and to make all determinations
specified in or permitted by the Plan or deemed necessary or
desirable for its administration or for the conduct of the
Committee's business. All interpretations and determinations of
the Committee may be made on an individual or group basis and
shall be final, conclusive and binding on all interested parties.
Subject to the express provisions of the Plan, the Committee
shall have authority, in its discretion, to determine the persons
to whom Plan Awards shall be granted, the times when such Plan
Awards shall be granted, the number of Plan Awards, the exercise
price of each Plan Award, the period(s) during which a Plan Award
shall be exercisable (whether in whole or in part), the
restrictions to be applicable to Plan Awards and the other terms
and provisions thereof (which need not be identical).  In
addition, the authority of the Committee shall include, without
limitation, the following:

               Financing.  The arrangement of temporary financing
for an Optionee by registered broker-dealers, under the rules and
regulations of the Federal Reserve Board, for the purpose of
assisting an Optionee in the exercise of an Option, such
authority to include the payment by the Corporation of the
commissions of the broker-dealer;

               Procedures for Exercise of Option.  The
establishment of procedures for an Optionee (i) to exercise an
Option by payment of cash, (ii) to have withheld from the total
number of shares of Common Stock to be acquired upon the exercise
of an Option that number of shares having a Fair Market Value,
which, together with such cash as shall be paid in respect of
fractional shares, shall equal the Option exercise price of the
total number of shares of Common Stock to be acquired, (iii) to
exercise all or a portion of an Option by delivering that number
of shares of Common Stock already owned by him having a Fair
Market Value which shall equal the Option exercise price for the
portion exercised and, in cases where an Option is not exercised
in its entirety, and subject to the requirements of the Code, to
permit the Optionee to


1998 Stock Option Plan, as amended			Page 5


deliver the shares of Common Stock thus
acquired by him in payment of shares of Common Stock to be
received pursuant to the exercise of additional portions of such
Option, the effect of which shall be that an Optionee can in
sequence utilize such newly acquired shares of Common Stock in
payment of the exercise price of the entire Option, together with
such cash as shall be paid in respect of fractional shares and
(iv) to engage in any form of "cashless" exercise. The Committee
may, in its sole discretion, require that an exercise described
under any one or more or the methods described under clauses
(ii), (iii) or (iv) of the immediately preceding sentence (to the
extent such exercise is, or is deemed to constitute, an exercise
effected by the tendering of Common Stock) be consummated with
Common Stock (i) held by the Optionee for at least six (6) months
or (ii) acquired by the Optionee other than under this Plan or a
similar program.

               Withholding.  The establishment of a procedure
whereby a number of shares of Common Stock may be withheld from
the total number of shares of Common Stock to be issued upon
exercise of an Option or for the tender of shares of Common Stock
owned by any Participant to meet any obligation of withholding
for taxes incurred by the Participant upon such exercise. The
Committee may, in its sole discretion, require that if any such
withholding is effected by the tendering of Common Stock, such
withholding shall be consummated with Common Stock (i) held by
the Optionee for at least six (6) months or (ii) acquired by the
Optionee other than under this Plan or a similar program.


                         STOCK OPTIONS

          The Committee shall have the authority, in its
discretion, to grant Non-Qualified Stock Options. The terms and
conditions of the Options shall be determined from time to time
by the Committee; provided, however, that the Options granted
under the Plan shall be subject to the following:

               Exercise Price.  The Committee shall establish the
exercise price at the time any Option is granted at such amount
as the Committee shall determine.  The exercise price will be
subject to adjustment in accordance with the provisions of
Section VII of the Plan.

               Payment of Exercise Price.  The exercise price per
share of Common Stock with respect to each Option shall be
payable at the time the Option is exercised.  Such price shall be
payable in cash or pursuant to any of the other methods set forth
in Sections V(a) or (b) hereof, as determined by the Committee.
Shares of Common Stock delivered to the Corporation in payment of
the exercise price shall be valued at the Fair Market Value of
the Common Stock on the date preceding the date of the exercise
of the Option.

               Exercisability of Options.  Except as provided in
Section VI(e) hereof, each Option shall be exercisable in whole
or in installments, and at such time(s), and subject to the
fulfillment of any conditions on, and to any limitations on,
exercisability as may be determined by the Committee at the time
of the grant of such Options.  The right to purchase shares of
Common Stock shall be cumulative so that when the right to
purchase any shares of Common Stock has accrued such shares of
Common Stock or any part thereof may be purchased at any time
thereafter until the expiration or termination of the Option.

               Exercise Upon Optionee's Termination of Employment
or Termination of Consulting Relationship. For purposes of
determining whether any Optionee has incurred a termination of
employment (or a Termination of Consulting Relationship), an
Optionee who is both an employee (or a Consultant) and a director
of the Corporation and/or any Parent or Subsidiary shall be
considered to have incurred a termination of employment (or a
Termination of Consulting Relationship) only upon his termination
of service both as an employee (or as a Consultant) and as a
director. Furthermore, (i) if an

1998 Stock Option Plan, as amended			Page 6


Optionee's employment (or Consulting Relationship) is terminated by
the Corporation or by any Parent or Subsidiary for Good Cause or
(ii) if an Optionee voluntarily terminates his employment other
than for Good Reason or Disability or without the written consent
of the Committee (or incurs a voluntary Termination of Consulting
Relationship other than for Disability), regardless of whether
such Optionee continues to serve as a director of the Corporation
or of any Parent or Subsidiary, then the Optionee shall, at the
time of such termination of employment (or Termination of Consulting
Relationship), forfeit his rights to exercise any and all of the
outstanding Option(s) theretofore granted to him.

               Dividend Equivalents for Outstanding Options.  The
Committee may, in its sole discretion, provide that amounts
equivalent to dividends shall be payable with respect to one or
more shares of Common Stock subject to vested but unexercised
Option(s) granted to a Participant. Subject to the terms
contained in the appropriate Plan Award, dividend equivalents
related to a Participant's Options(s) shall be credited to a
suspense account (and remain the property of the Corporation) at
such times (and in such amounts) as are dividends payable to the
then shareholders of record of the Corporation's Common Stock.
Dividend equivalents shall be payable to the Participant in cash
or in Common Stock, as set forth under the terms of the Plan
Award, if and at such time as the related Option(s) are
exercised.


                ADJUSTMENT OF SHARES; MERGER OR
             CONSOLIDATION, ETC. OF THE CORPORATION

               Recapitalization, Etc.  In the event there is any
change in the outstanding Common Stock of the Corporation by
reason of any reorganization, recapitalization, stock split,
stock dividend, combination of shares or otherwise, there shall
be substituted for or added to each share of Common Stock
theretofore appropriated or thereafter subject, or which may
become subject, to any Option, the number and kind of shares of
stock or other securities into which each outstanding share of
Common Stock shall be so changed or for which each such share
shall be exchanged, or to which each such share shall be
entitled, as the case may be, and the per share price thereof
also shall be appropriately adjusted.

          (b)  Merger, Consolidation or Change in Control of
Corporation.  Upon (i) the merger or consolidation of the
Corporation with or into another corporation (pursuant to which
the stockholders of the Corporation immediately prior to such
merger or consolidation will not, as of the date of such merger
or consolidation, own a beneficial interest in shares of voting
securities of the corporation surviving such merger or
consolidation having at least a majority of the combined voting
power of such corporation's then outstanding securities), if the
agreement of merger or consolidation does not provide for (1) the
continuance of the Options granted hereunder or (2) the
substitution of new options for Options granted hereunder, or for
the assumption of such Options by the surviving corporation, (ii)
the dissolution, liquidation, or sale of all or substantially all
the assets of the Corporation to a person unrelated to the
Corporation or to a direct or indirect owner of a majority of the
voting power of the Corporation's then outstanding voting
securities (such sale of assets being referred to as an "Asset
Sale") or (iii) the Change in Control of the Corporation, then,
subject to the determination of the Board of Directors, the
holder of any such Option theretofore granted and still
outstanding (and not otherwise expired) shall have the right
immediately prior to the effective date of such merger,
consolidation, dissolution, liquidation, Asset Sale or Change in
Control of the Corporation to exercise such Option(s) in whole or
in part without regard to any installment provision that may have
been made part of the terms and conditions of such Option(s);
provided that all conditions precedent to the exercise of such
Option(s), other than the passage of time, have occurred.  The
Corporation, to the extent practicable, shall give advance notice
to affected Optionees of such merger, consolidation, dissolution,
liquidation, Asset Sale or Change in Control of the Corporation.
Unless otherwise provided in the subject Award Agreement or
merger, consolidation or Asset Sale Agreement, all such Options
which are not so exercised shall be forfeited


1998 Stock Option Plan, as amended			Page 7


as of the effective time of such merger, consolidation, dissolution,
liquidation or Asset Sale (but not in the case of a Change in
Control of the Corporation). In the event the Corporation becomes
a subsidiary of another corporation (the "New Parent Corporation")
with respect to which the stockholders of the Corporation (as
determined immediately before such transaction) own, immediately
after such transaction, a beneficial interest in shares of voting
securities of the New Parent Corporation having at least a
majority of the combined voting power of such New Parent
Corporation's then outstanding securities, there shall be
substituted for Options granted hereunder, options to purchase
common stock of the Parent Corporation.

          (c)  Definition of Change in Control of the
Corporation.  As used herein, a "Change in Control of the
Corporation" shall be deemed to have occurred if any person
(including any individual, firm, partnership or other entity)
together with all Affiliates and Associates (as defined under
Rule 12b-2 of the General Rules and Regulations promulgated under
the Exchange Act) of such person (but excluding (i) a trustee or
other fiduciary holding securities under an employee benefit plan
of the Corporation or any subsidiary of the Corporation, (ii) a
corporation owned, directly or indirectly, by the stockholders of
the Corporation in substantially the same proportions as their
ownership of the Corporation, (iii) the Corporation or any
subsidiary of the Corporation or (iv) only as provided in the
immediately following sentence, a Participant together with all
Affiliates and Associates of the Participant) who is not a
stockholder or an Affiliate or Associate of a stockholder of the
Corporation on the date of stockholder approval of the Plan is or
becomes the Beneficial Owner (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of
securities of the Corporation representing 30% or more of the
combined voting power of the Corporation's then outstanding
securities. The provisions of clause (iv) of the immediately
preceding sentence shall apply only with respect to the Option(s)
held by the Participant who, together with his Affiliates or
Associates, if any, is or becomes the direct or indirect
Beneficial Owner of the percentage of securities set forth in
such clause.


                    MISCELLANEOUS PROVISIONS

               Administrative Procedures.  The Committee may
establish any procedures determined by it to be appropriate in
discharging its responsibilities under the Plan. All actions and
decisions of the Committee shall be final.

               Assignment or Transfer.  No grant or award of any
Plan Award or any rights or interests therein shall be assignable
or transferable by a Participant except (i) by will or the laws
of descent and distribution, (ii) pursuant to a domestic
relations order or (iii) to the Participant's spouse or children.

               Investment Representation. With respect to shares
of Common Stock received pursuant to the exercise of an Option,
the Committee may require, as a condition of receiving such
securities, that the Participant furnish to the Corporation such
written representations and information as the Committee deems
appropriate to permit the Corporation, in light of the existence
or nonexistence of an effective registration statement under the
Securities Act, to deliver such securities in compliance with the
provisions of the Securities Act.

               Withholding Taxes. In the case of the issuance or
distribution of Common Stock or other securities hereunder upon
the exercise of any Plan Award the Corporation, as a condition of
such issuance or distribution, may require the payment (through
withholding from the Participant's salary, reduction of the
number of shares of Common Stock or other securities to be
issued, or otherwise) of any federal, state, local or foreign
taxes required to be withheld. Each Participant may satisfy the
withholding


1998 Stock Option Plan, as amended			Page 8


obligations by paying to the Corporation a cash
amount equal to the amount required to be withheld or, subject to
the Committee's consent thereto, by tendering to the Corporation
a number of shares of Common Stock having a value equivalent to
such cash amount, or by use of any available procedure approved
by the Committee as described under Section V(c) hereof.

               Costs and Expenses.  The costs and expenses of
administering the Plan shall be borne by the Corporation and
shall not be charged against any award nor to any employee
receiving a Plan Award.

               Funding of Plan. The Plan shall be unfunded.  The
Corporation shall not be required to segregate any of its assets
to assure the payment of any Plan Award under the Plan. Neither
the Participants nor any other persons shall have any interest in
any fund or in any specific asset or assets of the Corporation or
any other entity by reason of any Plan Award, except to the
extent expressly provided hereunder.  The interests of each
Participant and former Participant hereunder are unsecured and
shall be subject to the general creditors of the Corporation.

               Other Incentive Plans.  The adoption of the Plan
does not preclude the adoption by appropriate means of any other
incentive plan for employees.

               Plurals and Gender.  Where appearing in this Plan,
masculine gender shall include the feminine and neuter genders,
and the singular shall include the plural, and vice versa, unless
the context clearly indicates a different meaning.

               Headings.  The headings and sub-headings in this
Plan are inserted for the convenience of reference only and are
to be ignored in any construction of the provisions hereof.

               Severability.  In case any provision of this Plan
shall be held illegal or void, such illegality or invalidity
shall not affect the remaining provisions of this Plan, but shall
be fully severable, and the Plan shall be construed and enforced
as if said illegal or invalid  provisions had never been inserted
herein.

               Liability and Indemnification.  (i)  Neither the
Corporation nor any Parent or Subsidiary shall be responsible in
any way for any action or omission of the Committee, or any other
fiduciaries in the performance of their duties and obligations as
set forth in this Plan. Furthermore, neither the Corporation nor
any Parent or Subsidiary shall be responsible for any act or
omission of any of their agents, or with respect to reliance upon
advice of their counsel, provided that the Corporation and/or the
appropriate Parent or Subsidiary relied in good faith upon the
action of such agent or the advice of such counsel.

               (ii) Neither the Corporation, any Parent or
Subsidiary, the Committee, nor any agents, employees, officers,
directors or shareholders of any of them, nor any other person
shall have any liability or responsibility with respect to this
Plan, except as expressly provided herein.

               Incapacity.  If the Committee shall receive
evidence satisfactory to it that a person entitled to receive
payment of, or exercise, any Plan Award is, at the time when such
benefit becomes payable or exercisable , a minor, or is
physically or mentally incompetent to receive such Plan Award and
to give a valid release thereof, and that another person or an
institution is then maintaining or has custody of such person and
that no guardian, committee or other representative of the estate
of such person shall have been duly appointed, the Committee may
make payment of such Plan Award otherwise payable to such person
to (or permit such Plan Award to be exercised by) such other
person or institution, including a

1998 Stock Option Plan, as amended			Page 9


custodian under a Uniform Gifts to Minors Act, or corresponding
legislation (who shall be an adult, a guardian of the minor or a
trust company), and the release by such other person or institution
shall be a valid and complete discharge for the payment or exercise
of such Plan Award.

               Cooperation of Parties.  All parties to this Plan
and any person claiming any interest hereunder agree to perform
any and all acts and execute any and all documents and papers
which are necessary or desirable for carrying out this Plan or
any of its provisions.

               Governing Law.  All questions pertaining to the
validity, construction and administration of the Plan shall be
determined in accordance with the laws of the State of Delaware

               Nonguarantee of Employment or Consulting
Relationship.  Nothing contained in this Plan shall be construed
as a contract of employment (or as a consulting contract) between
the Corporation (or any Parent or Subsidiary), and any employee
or Participant, as a right of any employee or Participant to be
continued in the employment of (or in a Consulting Relationship
with) the Corporation (or any Parent or Subsidiary), or as a
limitation on the right of the Corporation or any Parent or
Subsidiary to discharge any of its employees (or Consultants), at
any time, with or without cause (but subject to the terms of any
applicable employment or consulting agreement).

               Notices.  Each notice relating to this Plan shall
be in writing and delivered in person, by recognized overnight
courier or by certified mail to the proper address.  Except as
otherwise provided in any Award Agreement with respect to the
exercise thereunder, all notices to the Corporation or the
Committee shall be addressed to it at 150 East 58th Street, Suite
3238, New York, New York 10155, Attn: Chief Executive Officer.
All notices to Participants, former Participants, beneficiaries
or other persons acting for or on behalf of such persons shall be
addressed to such person at the last address for such person
maintained in the Committee's records.

               Written Agreements.  Each Plan Award shall be
evidenced by a signed written agreement (the "Award Agreements")
between the Corporation and the Participant containing the terms
and conditions of the award.


                AMENDMENT OR TERMINATION OF PLAN

          The Board of Directors of the Corporation shall have
the right to amend, suspend or terminate the Plan at any time;
provided, however that except as otherwise provided herein, no
amendment, suspension or termination of the Plan shall alter or
impair any Plan Award previously granted under the Plan without
the consent of the holder thereof.

                          TERM OF PLAN

          The Plan shall automatically terminate on the day
immediately preceding the tenth (10th) anniversary of the date
the Plan was adopted by the Board of Directors of the
Corporation, unless sooner terminated by such Board of Directors.
No Plan Awards may be granted under the Plan subsequent to the
termination of the Plan.


1998 Stock Option Plan, as amended			Page 10


			   APPENDIX C

                    AUDIT COMMITTEE CHARTER

     Pursuant to the By-Laws of Commodore Applied Technologies,
Inc. (the "Corporation"), the Board of Directors (the "Board") of the
Corporation established an Audit Committee (the "Committee") on
June 28, 1996, to oversee the financial reporting process and
internal controls of the Corporation.  The Board further adopts
this charter to establish the governing principles of the
Committee.


PURPOSES OF THE AUDIT COMMITTEE


     The Committee has three primary purposes:

       *  To serve as an independent and objective party to monitor
          the Corporation's financial reporting process and internal
          control system;

       *  To review and appraise the audit efforts of the
          Corporation's independent auditor and internal audit function;
          and

       *  To provide avenues of candid and forthright communication
          among the independent auditor, the Corporation's management (both
          senior management and financial management), the internal audit
          function and the Board.


MEMBERSHIP

       *  The Committee shall consist of at least three members.

       *  The majority of members of the Committee shall be directors
          who are not employees of the Corporation or its affiliates, and
          from and after any date on which the Corporation's securities are
          publicly traded all members of the Committee shall in all
          respects meet the then-prevailing standard of "independence" for
          audit committee membership applicable under the rules of the
          principal market or transaction reporting system on which the
          Corporation's securities are traded or quoted.  In all events,
          each independent member of the Committee shall be free from any
          relationship that, in the opinion of the Board, would interfere
          with the exercise of the member's independent judgment as a
          member of the Committee. (See Attached Guidelines for
          Independence)

       *  In considering potential independent directors for
          membership on the Committee, the Board intends to take into
          account the financial literacy of the candidate.

       *  The Committee shall elect from its own members a
          Chairperson, who shall preside over each meeting of the
          Committee.


Audit Committee Charter						Page 1


PRINCIPAL RESPONSIBILITIES

     The principal responsibilities of the Committee shall
include:

  *  Reviewing (i) the results of each external audit, including
     any qualifications in the independent auditor's opinion, (ii) any
     related management letter, and (iii) management's responses to
     recommendations made by the independent auditor in connection
     with the audit.

  *  With respect to monitoring the Corporation's financial
     reporting process:

       *      reviewing the Corporation's audited financial
              statements and considering any significant
              disputes between the Corporation's management and
              the independent auditor that arose in connection
              with the preparation of those financial
              statements, and reviewing any unusual
              circumstances reflected in the Corporation's
              financial statements;

       *      reviewing the procedures employed by the
              Corporation in preparing published financial
              statements and related management commentaries;

       *      reviewing, in consultation with the Corporation's
              independent auditor, major changes regarding
              auditing and accounting principles and practices
              to be followed when preparing the Corporation's
              financial statements; and

       *      monitoring the advice solicited by management from
              accounting professional services firms, both
              formally and informally, and keeping current on
              any possible disagreements with independent
              accountants and the consequences thereof.

  *       With respect to monitoring the Corporation's internal
          control process:

           *  reviewing periodically the internal controls of, and other
              procedures adopted by, the Corporation, and considering, in
              consultation with the independent auditor and the Corporation's
              Chief Financial Officer and other executive officers, the
              independent auditor's report on the adequacy of the Corporation's
              internal financial controls; and

           *  reviewing the procedures established by the Corporation to
              monitor compliance with loan and indenture covenants and
              restrictions.

        *   With respect to reviewing and appraising the
            Corporation's independent auditor:

            * recommending to the Board which firm to engage as the
              Corporation's independent auditor;

            * reviewing the independent auditor's compensation, the
              proposed scope and terms of its engagement and the firm's
              independence, including all relationships (audit and non-
              audit) between the independent auditor on the one hand and
              the Corporation and its affiliates on the other;


Audit Committee Charter						Page 2


            * considering when and whether to recommend that the
              relationship with an independent auditor be terminated; and


       *  With respect to providing avenues of communication:

            * serving as a channel of communication between the
              independent auditor on the one hand and the Board and
              management on the other;

            * serving as a resource for the Corporation's management
              in considering questions of accounting policy, procedure and
              practice; and

            * facilitating candor and completeness in communication
              through accessibility, integrity and the meeting procedures
              described below.

MEETINGS

      *   The Committee will meet at least two times per year, and
          ideally once per calendar quarter.  Ideally, meetings will be
          held prior to any public release of quarterly or annual
          results of operations.

      *   The Committee will provide opportunities for
          communications at its meetings, by holding separate sessions
          with members of the Corporation's management and the
          independent auditor, at which representatives of each can
          discuss with the Committee topics germane to its purposes.

      *   The Chairperson of the Committee will report to the
          Board on the Committee's activities at each meeting not later
          than the immediately succeeding meeting of the Board.


GUIDELINES FOR RECOMMENDATION OF INDEPENDENT AUDITORS

     In connection with the selection of the Corporation's
independent auditor, the Committee shall consider:

       *   the firm's basic approach and techniques;

       *   the firm's knowledge and experience in the Corporation's
           industry and other companies in the industry serviced by the
           firm;

       *   the procedures followed to assure the firm's
           independence;

       *   the firm's policy regarding rotation of personnel
           assigned to the engagement;

       *   the firm's other quality control procedures;

       *   the nature and quality of other services offered by the
           firm;


Audit Committee Charter					Page 3


       *   the firm's manner of communicating weaknesses noted in
           the Corporation's internal control system;

       *   the firm's basis for determining fees; and

       *   the attitude of the Corporation's management toward the
           firm.

                                    #####


Audit Committee Charter					Page 4


                                APPENDIX D
                          NEW PLAN BENEFITS TABLES


Short Term Incentive Plan (Proposal Number 3)
_____________________________________________




NEW PLAN BENEFITS



                                 SHORT TERM
                                 INCENTIVE
                                 BONUS PLAN
                                 DOLLAR VALUE

                                 BASED ON        BASED ON
NAMES                              2001            2002
                                 RESULTS 	 RESULTS
___________________________________________________________
                                            
Shelby T. Brewer                   $0		   $0
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
___________________________________________________________

James M. DeAngelis                 $0		   $0
SENIOR VICE PRESIDENT, CHIEF
FINANCIAL AND ADMINISTRATIVE
OFFICER, TREASURER AND
SECRETARY
___________________________________________________________

O. Mack Jones                      $0		   $0
PRESIDENT AND CHIEF OPERATING
OFFICER

___________________________________________________________

Paul E. Hannesson                  $0		   $0
FORMER CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
___________________________________________________________

All current executive officers,    $0		   $0
as a group (3 persons - 2002
Short Term Incentive Plan)
___________________________________________________________

All current directors who are      N/A		   N/A
not executive officers, as a
group (4 persons)
___________________________________________________________

All current employees, other       N/A		   N/A
than executive officers, as a
group
___________________________________________________________





The left side of each column identifies the amounts that
would have been payable under the Short Term Incentive Plan, for
2001, had the Short Term Incentive Plan then been in effect based
on the Company's 2001 pre-tax operating results.  The right side
of each column identifies the amounts that would have been
payable under these plans for 2002, had the Short Term Incentive
Plan then been in effect, based on the Company's 2002 pre-tax
operating results.  Further, in each case, the amount shown is
based on:

  *  the base salaries originally established for 2001 (rather
     than the reduced salaries for 2001 shown in the "Summary
     Compensation Table" on page 17).

  *  an assumption that the Compensation, Stock Option and
     Benefits Committee used pre-tax operating results as the sole
     performance measures in determining the amounts available for
     payments of bonuses under the Short Term Incentive Plan.



New Plan Benefits Tables				Page 1


1998 Stock Option Plan (Proposal Number 4)
__________________________________________

The following New Plan Benefits Table discloses the benefits
allocated to the persons listed in the table to the persons
designated in the table under the 1998 Stock Option Plan.





                           NEW PLAN BENEFITS TABLE

Class of Stock           Name and Position             Number of Securities
Underlying               of Optionee               Underlying Options Granted
Options

			 				       
Common              	 Shelby T. Brewer, CEO and     		865,200
	                 Chairman of the Board

Common              	 James M. DeAngelis, CFO, CAO, 		841,688
                    	 Treasurer & Secretary

Common              	 O. Mack Jones, President & COO1,	759,375

Common              	 All current executive officers as a
			 group				      3,466,263

Common              	 All current directors who are not
			 executive officers as a group          140,000

Common              	 All employees as a group, excluding
			 executive officers and directors     4,780,995



New Plan Benefits Tables					Page 2


Grant of Fiscal 2003 Incentive Compensation Awards outside of
1998 Stock Option Plan (Proposal Numbers 5 and 6)
_____________________________________________________________

     The following table discloses the benefits to be allocated
to the persons listed in the table under the Fiscal 2003
Incentive Compensation Awards Outside the 1998 Stock Option Plan.




                           NEW PLAN BENEFITS TABLE

Class of Stock           Name and Position             Number of Securities
Underlying               of Optionee                Underlying Options Granted
Options 		                            (Subject to achievementof
						    certain performance criteria)
_______________          _________________          _____________________________

			                                     
Common              	Shelby T. Brewer, CEO and   		2,000,000
                    	Chairman of the Board

Common              	James M. DeAngelis, CFO, CAO,		1,000,000
                    	Treasurer & Secretary

Common              	All current executive officers as a
			group					3,000,000

Common              	All current directors who are not
			executive officers as a group               N/A

Common              	All employees as a group, excluding
			executive officers and directors            N/A




New Plan Benefits Tables					Page 3