EXCHANGE AGREEMENT

Stock Conversion Exchange Agreement

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This Stock Conversion Exchange Agreement involves

Commodore Applied Technologies, Inc | The Shaar Fund, Ltd.

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Title: EXCHANGE AGREEMENT
Date: 4/15/2005
Industry: Waste Management Services Law Firm: Meltzer, Lippe, Goldstein & Breitstone, LLP;Levinson Capital Management

EXCHANGE AGREEMENT, Parties: commodore applied technologies inc , the shaar fund ltd.

Exhibit 10.153

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EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT, dated April 12, 2005 (this "Agreement"), by

and between Commodore Applied Technologies, Inc., a Delaware corporation with

its principal executive offices located at 150 East 58th Street, Suite 3400, New

York, New York 10155 (the "Company") and The Shaar Fund, Ltd. ("Shaar").

WHEREAS, Shaar is the record and beneficial owner of 77,500 shares of

the Company's Series E Convertible Preferred Stock, par value $0.001 per share

(the "Series E Preferred Shares");

WHEREAS, Shaar is the record and beneficial owner of 118,200 shares of

the Company's Series F Convertible Preferred Stock, par value $0.001 per share

(the "Series F Preferred Shares" and, together with the Series E Preferred

Shares, the "Preferred Shares");

WHEREAS, Shaar is the record and beneficial owner of an Amended and

Restated Secured Promissory Note of the Company, which such Note has an

outstanding principal balance as of the date hereof of Three Million Two Hundred

Seventy-Nine Thousand Five Hundred Eighty Five Dollars ($3,279,585) (the "Old

Note ");

WHEREAS, concurrently with the issuance of the Old Note, Shaar and the

Company entered into that certain Security Agreement (the "Security Agreement"),

Patent Collateral Assignment ("Patent Collateral Assignment") and Guaranty and

Suretyship Agreement ("Guaranty");

WHEREAS, pursuant to that certain Purchase Agreement, dated March 23,

2005, Shaar purchased a Secured Promissory Note of the Company, initially issued

to Milford Capital & Management ("Milford") on June 13, 2001, in the original

principal amount of Five Hundred Thousand Dollars ($500,000), which such Secured

Promissory Note has an outstanding principal balance as of the date hereof of

One Hundred Eight-Eight Thousand One Hundred Forty-Nine Dollars ($188,149) (the

"Milford Note"), together with (x) all interest, additional obligations,

forbearance fees, exit fees, penalties and other amounts due and payable from

time to time under or in connection with the Secured Promissory Note, (y) all

other claims, actions, rights and demands of Milford now existing or hereinafter

arising under the Secured Promissory Note and certain documents entered into in

connection therewith and (z) the Forbearance Amount (defined below);

WHEREAS, in connection with that certain Forbearance Agreement, dated

January 30, 2004, between Milford and the Company, Shaar (x) agreed to forgive

payment to it of Three Hundred Thousand ($300,000) Dollars of accrued and unpaid

dividends on shares of the Company's Series E Convertible Preferred Stock held

by Shaar (the "Dividends") and (y) consented to the transfer of the dollar value

of the Dividends to Milford as part of the forbearance fee payable to Milford

under the Forbearance Agreement (the "Forbearance Amount");

<PAGE>

WHEREAS, upon the closing of the Purchase Agreement and the acquisition

of the right to the Forbearance Amount by Shaar, such Forbearance Amount shall

be included in the principal amount of the Convertible Note (hereinafter

defined);

WHEREAS, pursuant to a Certificate of Designation, substantially in the

form of Exhibit A hereto (the "Series I Certificate of Designation"), the

Company has created its Series I Convertible Preferred Stock, par value $0.001

per share (collectively, the "Series I Preferred Stock");

WHEREAS, Shaar and the Company have agreed that Shaar will exchange all

of its right, title and interest in and to the Preferred Shares (including all

accrued and unpaid dividends thereon) for 395,302 shares of the Company's Series

I Preferred Stock; and

WHEREAS, Shaar and the Company have agreed (i) that Shaar will exchange

the outstanding principal amount of the Old Note and the Milford Note (including

the Forbearance Amount, all accrued and unpaid interest and unpaid fees thereon)

for the Company's 10% Convertible Secured Note (the "Convertible Note"),

substantially in the form of Exhibit B hereto and (ii) amend and restate the

Security Agreement, Patent Collateral Assignment and Guaranty.

NOW, THEREFORE, in consideration of the premises and the mutual

covenants contained herein, the parties hereto, intending to be legally bound,

hereby agree as follows:

I. EXCHANGE

Subject to the terms and conditions of this Agreement and the Series I

Certificate of Designation, Shaar and the Company hereby agree to exchange, in a

transaction exempt from the registration and prospectus delivery requirements of

the Securities Act of 1933, as amended (the "Securities Act") (i) the Preferred

Shares (including all accrued and unpaid dividends thereon) currently held by

Shaar for 395,302 shares of Series I Preferred Stock and (ii) the Old Note and

the Milford Note (including the Forbearance Amount, all accrued and unpaid

interest and unpaid fees thereon) for the Convertible Note. Simultaneously with

the execution of this Agreement, Shaar shall deliver to the Company (x)

certificates representing 77,500 Series E Preferred Shares and 118,200 Series F

Preferred Shares, respectively, duly endorsed for transfer or an affidavit of

loss with respect to any certificates not accounted for, (y) the Old Note and

the Milford Note for cancellation and (z) a general release, substantially in

the form of Exhibit C hereto to the Company (the "Shaar Release").

Simultaneously with the execution of this Agreement, the Company shall deliver

(a) the Convertible Note and one or more duly authorized, issued and executed

certificates as designated by Shaar (I/N/O Shaar or, if the Company otherwise

has been notified, I/N/O Shaar's nominee) evidencing the Series I Preferred

Stock to Shaar, (b) irrevocable instructions to the Company's transfer agent to

reserve 75,000,000 shares of Common Stock for issuance of the Conversion Shares

(hereinafter defined) and (c) a general release, substantially in the form of

Exhibit D hereto to Shaar (the "Commodore Release").

II. SHAAR'S REPRESENTATIONS, WARRANTIES AND COVENANTS

Shaar represents and warrants to and covenants with the Company as

follows:

<PAGE>

A. Shaar is acquiring the Series I Preferred Stock, the Convertible

Note (together, the "Securities") and the shares of Common Stock issuable upon

conversion of the Securities (the "Conversion Shares") for its own account, for

investment purposes only and not with a view towards or in connection with the

public sale or distribution thereof in violation of the Securities Act.

B. Shaar is (i) an "accredited investor" within the meaning of Rule 501

of Regulation D under the Securities Act, (ii) experienced in making investments

of the kind contemplated by this Agreement, (iii) capable, by reason of its

business and financial experience, of evaluation the relative merits and risks

of an investment in the Securities, and (iv) able to afford the loss of its

investment in the Securities.

C. Shaar understands that the Securities are being offered by the

Company in reliance on an exemption from the registration requirements of the

Securities Act and equivalent state securities and "blue sky" laws, and that the

Company is relying upon the accuracy of, and Shaar's compliance with, Shaar's

representations, warranties and covenants set forth in this Agreement to

determine the availability of such exemption and the eligibility of Shaar to

acquire the Securities.

D. Shaar understands that the Securities have not been approved or

disapproved by the Securities and Exchange Commission (the "Commission") or any

state securities commission.

E. This Agreement has been duly and validly authorized, executed and

delivered by Shaar and is a valid and binding agreement of Shaar enforceable

against it in accordance with its terms, subject to applicable bankruptcy,

insolvency, fraudulent conveyance, reorganization, moratorium and similar laws

affecting creditors' rights and remedies generally and except as rights to

indemnity and contribution may be limited by federal or state securities laws or

the public policy underlying such laws.

III. THE COMPANY'S REPRESENTATIONS

The Company represents and warrants to Shaar that:

A. Capitalization.

(i) Except as set forth in the Company's filings with the

Commission (the "SEC Filings"), there has been no material change in the

capitalization, assets, or liabilities of the Company since the issuance of the

financial statements for the period ending September 30, 2004, nor is the

Company in default under, or to the Company's knowledge, has an event of default

occurred in respect of any prior agreement between the Company and Shaar.

(ii) The Conversion Shares have been duly and validly authorized

and reserved for issuance by the Company, and when issued by the Company upon

conversion of the Securities will be duly and validly issued, fully paid and

nonassessable and will not subject the holder thereof to personal liability by

reason of being such holder.

<PAGE>

(iii) Other than any such rights or obligations disclosed in the

Company's SEC Filings, there are no preemptive, subscription, "call," right of

first refusal or other similar rights to acquire any capital stock of the

Company or other voting securities of the Company that have been issued or

granted to any person or any other obligations of the Company to issue, grant,

extend or enter into any security, option, warrant, "call," right, commitment,

agreement, arrangement or undertaking with respect to any of its capital stock.

B. Reporting Company Status. The Company has registered the Common

Stock pursuant to section 12 of the Securities Exchange Act of 1934, as amended

(the "Exchange Act"). The Common Stock is eligible for trading on the OTC

Bulletin Board (the "OTCBB"). The Company has not received notices regarding the

eligibility of the Common Stock for such trading on the OTCBB.

C. Authorization. The Company (i) has duly and validly authorized and

reserved for issuance 75,000,000 shares of Common Stock, the maximum allowable

under the current issued and authorized limitations of the Company, which may be

modified in the future subsequent to a contemplated reverse split or other

corporate action which would make more shares of Common Stock available,

sufficient in number for the conversion of the Securities and all warrants

exercisable for shares of Common Stock that are held by Shaar (the "Warrants").

The Company acknowledges that its obligation to issue Conversion Shares in

accordance with this Agreement, the Convertible Note and the Series I

Certificate of Designation is absolute and unconditional regardless of the

dilutive effect that such issuance may have on the ownership interests of other

stockholders of the Company and notwithstanding the commencement of any case

under 11 U.S.C. ss.ss.101 et seq. (the "Bankruptcy Code"). In the event the

Company is a debtor under the Bankruptcy Code, the Company hereby waives to the

fullest extent permitted any rights to relief it may have under 11 U.S.C. ss.362

in respect of the conversion of the Securities. The Company agrees, without cost

or expense to Shaar, to take or consent to any and all action necessary to

effectuate relief under 11 U.S.C. ss.362.

D. Authority; Validity and Enforceability. The Company has the

requisite corporate power and authority to perform its obligations under the

Series I Certificate of Designation and to enter into the Documents (as

hereinafter defined), and to perform all of its obligations hereunder and

thereunder (including the issuance and delivery to Shaar of the Securities). The

execution, delivery and performance by the Company of the Documents, and the

consummation by the Company of the transactions contemplated hereby and thereby

(including, without limitation the issuance of the Convertible Note and the

Series I Preferred Stock and the issuance and reservation for issuance of the

Conversion Shares), have been duly authorized by all necessary corporate action

on the part of the Company. Each of the Documents has been duly and validly

executed and delivered by the Company and the Series I Certificate of

Designation has been duly filed with the Delaware Secretary of State's office by

the Company and each Document constitutes a valid and binding obligation of the

Company enforceable against it in accordance with its terms, subject to

applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,

moratorium and similar laws affecting creditors' rights and remedies generally

and except as rights to indemnity and contribution may be limited by federal or

state securities laws or the public policy underlying such laws. The Securities

have been duly and validly authorized for issuance by the Company and, when

executed and delivered by the Company, will be valid and binding obligations of

the Company enforceable against it in accordance with their terms, subject to

<PAGE>

applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,

moratorium and similar laws affecting creditors' rights and remedies generally.

For purposes of this Agreement, the term "Documents" means (i) this Agreement;

(ii) the Series I Certificate of Designation; (iii) the Convertible Note; (iv)

the Amended and Restated Security Agreement; (v) the Amended and Restated Patent

Collateral Assignment; (vi) the Amended and Restated Guaranty and Suretyship

Agreement and the (vii) the Commodore Release.

E. Validity of Issuance of Securities. As of the Closing Date, the

Series I Preferred Stock and, upon their issuance, the Conversion Shares, will

be validly issued and outstanding, fully paid and nonassessable, and not subject

to any preemptive rights, rights of first refusal, tag-along rights, drag-along

rights or other similar rights.

F. Non-contravention. Except for such notice filings as may be required

under applicable federal and state securities laws, the execution and delivery

by the Company of the Documents, the issuance of the Securities, and the

consummation by the Company of the other transactions contemplated hereby and

thereby, do not, and compliance with the provisions of this Agreement and other

Documents will not, conflict with, or result in any violation of, or default

(with or without notice or lapse of time, or both) under, or give rise to a

right of termination, cancellation or acceleration of any obligation or loss of

a material benefit under, or result in the creation of any lien upon any of the

properties or assets of the Company under, or result in the termination of, or

require that any consent be obtained or any notice be given with respect to, (i)

the Certificate of Incorporation or By-Laws of the Company, (ii) any loan or

credit agreement, note, bond, mortgage, indenture, lease, contract or other

agreement, instrument or permit applicable to the Company or its properties or

assets, or (iii) any law applicable to the Company or its respective properties

or assets.

G. Approvals. No authorization, approval or consent of any court or

public or governmental authority is required to be obtained by the Company for

execution and delivery of the Documents and the issuance of the Securities and

the Conversion Shares to Shaar as contemplated by this Agreement, except such

authorizations, approvals and consents that have been obtained by the Company

prior to the date hereof.

H. Litigation. There is no pending, or to the knowledge of the Company,

threatened, judicial, administrative or arbitral action, claim, suit, proceeding

or investigation against or involving the Company, which might affect the

validity or enforceability of this Agreement or the Documents or which involves

the Company and which if adversely determined, could reasonably be expected to

have a material adverse effect on the Company.

I. Commission Filings. The Company has properly and timely filed with

the Commission all reports, proxy statements, forms and other documents required

to be filed with the Commission under the Securities Act and the Exchange Act

since January 1, 2002 (the "Commission Filings"). As of their respective dates,

(i) the Commission Filings complied in all material respects with the

requirements of the Securities Act, or the Exchange Act, as the case may be, and

the rules and regulations of the Commission promulgated thereunder applicable to

such Commission Filings, and (ii) none of the Commission Filings contained at

the time of their filing any untrue statement of a material fact or omitted to

state a material fact required to be stated therein or necessary in order to

make the statements therein, in light of the circumstances under which they were

made, not misleading. The financial statements of the Company included in the

Commission Filings, as of the dates of such documents, were true and complete in

all material respects and complied with applicable accounting requirements and

the published rules and regulations of the Commission with respect thereto, have

<PAGE>

been prepared in accordance with generally accepted accounting principles in the

United States ("GAAP") (except in the case of the unaudited statements, as

permitted by Form 10-Q under the Exchange Act) applied on a consistent basis

during the periods involved (except as may be indicated in the notes thereto)

and fairly presented the consolidated financial position of the Company and its

material subsidiaries as of the dates thereof and the consolidated results of

their operations and cash flows for the periods then ended (subject, in the case

of unaudited statements, to normal year-end audit adjustments that in the

aggregate are not material and to any other adjustment described therein).

J. Securities Law Matters. Assuming the accuracy of the representations

and warranties of Shaar set forth in Section II hereof, the Exchange is exempt

from (i) the registration and prospectus delivery requirements of the Securities

Act and the rules and regulations of the Commission thereunder and (ii) the

registration and/or qualification provisions of all applicable state securities

and "blue sky" laws. The Company acknowledges and agrees that, based upon advice

received from its legal counsel after such counsel reviewed certain SEC

"No-Action" letters which it deemed relevant, the Securities acquired by Shaar,

for the purposes of and pursuant to Rule 144(d)(3)(i) of the Act, shall be

deemed to have been acquired at the same time as the securities exchanged by

Shaar in connection with the transactions contemplated hereby were acquired, and

that the Conversion Shares shall be deemed, by reason of Rule 144(d)(3)(ii) of

the Act, to have been acquired at the same time as the securities surrendered by

Shaar in connection with the transactions contemplated hereby were acquired and

that upon issuance of such Conversion Shares, Shaar shall be entitled to

immediately sell such Conversion Shares under Rule 144. In the event Shaar is

prohibited from publicly selling any Conversion Shares, the Company shall

promptly use its commercially reasonable efforts to register such Conversion

Shares pursuant to an effective registration statement permitting their resale

under the Act. The Company shall not directly or indirectly take, and shall not

permit any of its directors, officers or Affiliates directly or indirectly to

take, any action (including, without limitation, any offering or sale to any

person or entity of the Securities) so as to make unavailable the exemption from

Securities Act registration being relied upon by the Company for the offer and

sale to Shaar of the Securities (and the Conversion Shares) as contemplated by

this Agreement. No form of general solicitation or advertising has been used or

authorized by the Company or any of its officers, directors or affiliates in

connection with the offer or sale of the Securities (and the Conversion Shares)

as contemplated by this Agreement or any other agreement to which the Company is

a party.

K. Dividends. The timely payment of (i) dividends on the Series I

Preferred Stock as specified in the Series I Certificate of Designation and (ii)

interest on the outstanding principal amount of the Convertible Note, is not

prohibited by the Certificate of Incorporation or By-Laws of the Company or any

agreement, contract, documents or other undertaking to which the Company is a

party.

L. No Misrepresentation. No representation or warranty of the Company

contained in this Agreement, any schedule, annex or exhibit hereto or any

agreement, instrument or certificate furnished by the Company to Shaar pursuant

to this Agreement, contains any untrue statement of a material fact or omits to

state a material fact required to be stated therein or necessary to make the

statements therein, not misleading.

<PAGE>

M. Finder's Fee. There is no finder's fee, brokerage commission or like

payment incurred by the Company in connection with the transactions contemplated

by this Agreement for which Shaar is liable or responsible.

IV. CERTAIN COVENANTS AND ACKNOWLEDGMENTS

A. Restrictive Legend. Shaar acknowledges and agrees that, upon

issuance pursuant to this Agreement, the certificates representing the Series I

Preferred Stock shall have endorsed thereon a legend in substantially the

following form (and a stop-transfer order may be placed against transfer of the

Series I Preferred Stock until such legend has been removed):

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF

1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY

STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE

REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE

SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN

EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE

SECURITIES ACT OR SUCH OTHER LAWS."

B. Filings. The Company shall make all necessary Commission Filings and

"blue sky" filings required to be made by the Company in connection with the

sale of the Securities to Shaar as required by all applicable laws, and shall

provide a copy thereof to Shaar promptly after such filing.

C. Reporting Status. So long as Shaar beneficially owns any of the

Securities, the Company shall timely file all reports required to be filed by it

with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange

Act of 1934, as amended.

D. Listing. Except to the extent the Company lists its Common Stock on

The New York Stock Exchange, the Nasdaq National Market System or the American

Stock Exchange (in which case it will use its commercially reasonable efforts to

maintain such listing), the Company shall use its commercially reasonable

efforts to maintain the eligibility of the Common Stock on the OTCBB. If the

Common Stock is no longer eligible to be traded on the OTCBB, the Company will

use its commercially reasonable efforts to list the Common Stock on the most

liquid national securities exchange or quotation system that the Common Stock is

qualified to be listed or traded on.

E. Information. Each of the parties hereto acknowledges and agrees that

Shaar shall not be provided with, nor be given access to, any material

non-public information relating to the Company.

<PAGE>

F. Accounting and Reserves. The Company shall maintain a standard and

uniform system of accounting and shall keep proper books and records and

accounts in which full, true and correct entries shall be made of its

transactions, all in accordance with GAAP applied on a consistent basis through

all periods, and shall set aside on such books for each fiscal year all such

proper reserves for depreciation, obsolescence, amortization, bad debts and

other purposes in connection with its operations as are required by such

principles so applied.

G. Press Release. Following the consummation of the transactions

contemplated hereby, if the Company determines that disclosure thereof is

required by law, the Company shall, with the prior review and consent of Shaar,

which consent shall not be unreasonably withheld, issue a press release

concerning said transactions.

H. Fees. The Company shall pay all legal fees and expenses incurred by

Shaar in connection with preparation and negotiation of all documents and

instruments for the transactions contemplated hereby.

I. Reserved Shares. The Company shall at all times from and after the

date hereof shall maintain a sufficient number of shares of Common Stock, duly

and validly authorized and reserved for issuance to satisfy the conversion of

the Securities and the Warrants; provided, that, in no event shall the number of

shares reserved for such issuance be less than the greater of (a) 75,000,000 and

(b) 115% of the number of shares necessary for the full conversion of the

Securities and the Warrants. In addition to such other remedies as shall be

available to Shaar hereunder, the Company will take such corporate action as

may, in the opinion of its counsel, be necessary to increase the number of

authorized but unissued shares of Common Stock to the number of shares required

hereby, including without limitation, using its best efforts to obtain the

requisite stockholder approval necessary to increase the number of authorized

shares of the Company's Common Stock.

V. SURVIVAL; INDEMNIFICATION; OTHER AGREEMENTS

A. The representations and warranties made by each of the Company and

Shaar in this Agreement, the annexes, schedules and exhibits hereto and in each

instrument, agreement and certificate entered into and delivered by them

pursuant to this Agreement, shall survive the consummation of the transactions

contemplated hereby for a period of three (3) years after the full execution of

this Agreement and all documents or instruments entered into in connection

therewith. The covenants of the Company and Shaar shall survive the consummation

of the transactions contemplated hereby. In the event of a breach or violation

of any of such representations, warranties or covenants, the party to whom such

representations, warranties or covenants have been made shall have all rights

and remedies for such breach or violation available to it under the provisions

of this Agreement or otherwise, whether at law or in equity, irrespective of any

investigation made by or on behalf of such party on or prior to the consummation

of the transactions contemplated hereby.

B. If (i) Shaar becomes involved in any capacity in any action,

proceeding or investigation brought by any stockholder of the Company, in

connection with or as a result of the consummation of the transactions

contemplated by this Agreement or the Documents or if Shaar is impleaded in any

such action, proceeding or investigation by any Person, or (ii) Shaar becomes

involved in any capacity in any action, proceeding or investigation brought by

the Commission, any self-regulatory organization or other body having

jurisdiction, against or involving the Company or in connection with or as a

<PAGE>

result of the consummation of the transactions contemplated by this Agreement or

the Documents or if Shaar is impleaded in any such action, proceeding or

investigation by any Person, then in any such case, the Company hereby agrees to

indemnify, defend and hold harmless Shaar from and against and in respect of all

losses, claims, liabilities, damages or expenses resulting from, imposed upon or

incurred by Shaar, directly or indirectly, and reimburse Shaar for its

reasonable legal and other expenses (including the cost of any investigation and

preparation) incurred in connection therewith, as such expenses are incurred. In

addition, the Company will reimburse Shaar for reasonable internal and overhead

costs for the time of any officers or employees of Shaar devoted to appearing

and preparing to appear as witnesses, assisting in preparation for hearings,

trials or pretrial matters, or otherwise with respect to inquiries, hearing,

trials, and other proceedings relating to the subject matter of this Agreement

or the Documents. The indemnification and reimbursement obligations of the

Company under this paragraph shall be in addition to any liability which the

Company may otherwise incur, shall extend upon the same terms and conditions to

any Affiliates of Shaar who are actually named in such action, proceeding or

investigation, and partners, directors, agents, employees and controlling

persons (if any), as the case may be, of Shaar and any such Affiliate, and shall

be binding upon and inure to the benefit of any successors, assigns, heirs and

personal representatives of the Company, Shaar, any such affiliate and any such

person. The Company also agrees that neither Shaar nor any such Affiliate,

partner, director, agent, employee or controlling person shall have any

liability to the Company or any person asserting claims on behalf of or in right

of the Company in connection with or as a result of the consummation of this

Agreement or the Documents. Notwithstanding the foregoing, the provisions

contained within this Section V shall not apply (i) to any action, proceeding,

or investigation which is based on or relating to (A) Shaar's trading

activities; (B) Shaar's violation of the Securities Act, the Exchange Act, any

state securities laws or any rule or regulation there under, including, but not

limited to, Shaar's use of material non-public information; (C) actions which

are not in compliance with any obligation of Shaar under this Agreement or the

Documents, (D) any misrepresentation or fraud by Shaar in connection with the

consummation of the transactions contemplated by this Agreement or the

Documents, or (ii) to any indemnity or undertaking by Shaar in favor of the

Company in connection with any lost, stolen, or missing notes or certificates

evidencing other securities.

C. Notwithstanding anything contained herein to the contrary, except as

specifically amended pursuant to this Agreement, the Series I Certificate of

Designation, and the Convertible Note, the rights of Shaar and the obligations

of the Company set forth in the Loan Documents (as such term is defined in the

Convertible Note) shall continue in full force and effect.

D. Commodore Advanced Sciences, Inc. ("CASI") hereby acknowledges and

agrees that that certain Guaranty and Suretyship Agreement, dated June 13, 2001,

between CASI and Shaar (the "Guaranty"), whereby CASI unconditionally guaranteed

the prompt and timely payment by the Company of all of the Company's obligations

under the Old Note as such Guaranty is amended and restated as of the date

hereof to include the Convertible Note, remains in full force and effect and all

obligations of the Company under the Convertible Note shall constitute

"Obligations" under the Guaranty.

<PAGE>

VI. GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with

the laws of the State of New York, without regard to the conflicts of law

principles of such state.

VII. SUBMISSION TO JURISDICTION

Each of the parties hereto consents to the exclusive jurisdiction of

the federal courts whose districts encompass any part of the City of New York or

the state courts of the State of New York sitting in the City of New York in

connection with any dispute arising under this Agreement and the other

Documents. Each party hereto hereby irrevocably and unconditionally waives, to

the fullest extent it may effectively do so, any defense of an inconvenient

forum or improper venue to the maintenance of such action or proceeding in any

such court and any right of jurisdiction on account of its place of residence or

domicile. Each party hereto irrevocably and unconditionally consents to the

service of any and all process in any such action or proceeding in such courts

by the mailing of copies of such process by certified or registered airmail at

its address specified in Section XIII. Each party hereto agrees that a final

judgment in any such action or proceeding shall be conclusive and may be

enforced in other jurisdictions by suit on the judgment or in any other manner

provided by law.

VIII. WAIVER OF JURY TRIAL

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO

HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RESPECTIVE RIGHTS TO

A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS

AGREEMENT OR ANY OTHER DOCUMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE

SUBJECT MATTER OF THIS AGREEMENT AND OTHER DOCUMENTS. EACH PARTY HERETO (i)

CERTIFIES THAT NEITHER OF THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS

HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT

OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (ii) ACKNOWLEDGES THAT

IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE

MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

IX. COUNTERPARTS; EXECUTION

This Agreement may be executed in any number of counterparts and by the

different parties hereto on separate counterparts, each of which when so

executed and delivered shall be an original, but all the counterparts shall

together constitute one and the same instrument. A facsimile transmission of

this signed Agreement shall be legal and binding on all parties hereto.

X. HEADINGS

The headings of this Agreement are for convenience of reference and

shall not form part of, or affect the interpretation of, this Agreement.

<PAGE>

XI. SEVERABILITY

In the event any one or more of the provisions contained in this

Agreement or in the other Documents should be held invalid, illegal or

unenforceable in any respect, the validity, legality and enforceability of the

remaining provisions contained herein or therein shall not in any way be

affected or impaired thereby. The parties shall endeavor in good-faith

negotiations to replace the invalid, illegal or unenforceable provisions with

valid provisions the economic effect of which comes as close as possible to that

of the invalid, illegal or unenforceable provisions.

XII. ENTIRE AGREEMENT; REMEDIES, AMENDMENTS AND WAIVERS

This Agreement and the Documents constitute the entire agreement among

the parties pertaining to the subject matter hereof and supersedes all prior

agreements, understandings, negotiations and discussions, whether oral or

written, of the parties. No supplement, modification or waiver of this Agreement

shall be binding unless executed in writing, by all parties. No waiver of any of

the provisions of this Agreement shall be deemed or shall constitute a waiver of

any other provision hereof (whether or not similar), nor shall such waiver

constitute a continuing waiver unless otherwise expressly provided.

XIII. NOTICES

Except as may be otherwise provided herein, any notice or other

communication or delivery required or permitted hereunder shall be in writing

and shall be delivered personally or sent by certified mail, postage prepaid, or

by a nationally recognized overnight courier service or by facsimile

transmission, and shall be deemed given when so delivered personally or one (1)

day after deposit with an overnight courier service, or, if mailed, three (3)

days after the date of deposit in the United States mails or upon receipt if

sent by facsimile, as follows:

A. if to the Company, to:

Commodore Applied Technologies, Inc.

150 East 58th Street, Suite 3238

New York, NY 10155

Attention: James M. DeAngelis

(212) 308-5800

(212) 753-0731 (Fax)

with a copy to:

McGuireWoods LLP

Bank of America Tower

50 North Laura Street, Suite 3300

Jacksonville, Florida 32202

Attention: Daniel Nunn, Esq.

(904) 798-2654

(904) 360-6339 (Fax)

<PAGE>

B. if to Shaar, to:

The Shaar Fund, Ltd.

c/o SS&C Fund Services N.V.

Pareraweg 45

Curacao, Netherlands Antilles

Attention: Maarten Robberts

(599-9) 434-3562

(599-9) 434-3560 (fax)

with copies to:

Meltzer, Lippe, Goldstein & Breitstone, LLP

190 Willis Avenue

Mineola, NY 11501

Attention: Ira Halperin, Esq.

(516) 747-0300

(516) 747-0653 (Fax)

and:

Levinson Capital Management

350 Fifth Avenue, Suite 2210

New York, NY 10018

Attention: Samuel D. Levinson

(212) 244-3576

(212) 395-0059

Any party may change the foregoing address by notice given pursuant to

this Section XIII.

XIV. ASSIGNMENT

This Agreement shall not be assignable by either of the parties hereto

prior to the Closing without the prior written consent of the other party, and

any attempted assignment contrary to the provisions hereby shall be null and

void; provided, however, that Shaar may assign its rights and obligations

hereunder, in whole or in part, to any Affiliate of Shaar.

[SIGNATURE PAGE FOLLOWS.]

<PAGE>

In Witness Whereof, the parties have caused this Agreement to be duly

executed and delivered as of the date first above written.

COMMODORE APPLIED TECHNOLOGIES, INC.

By: /s/ James M. DeAngelis

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

Name: James M. DeAngelis

Title: Chief Financial Officer

THE SHAAR FUND, LTD.

By: SS&C Fund Services BVI

By: /s/ Maarten Robberts

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

Name: Maarten Robberts

Title: Director

By: /s/ Peter Ijsseling

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

Name: Peter Ijsseling

Title: Director

ACKNOWLEDGED AND AGREED TO

FOR PURPOSES OF ARTICLE V., SECTION D ONLY

Commodore Advanced Sciences, Inc.

By: /s/ James M. DeAngelis

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

Name: James M. DeAngelis

Title: Treasurer

<PAGE>

EXHIBIT A

CERTIFICATE OF DESIGNATION

<PAGE>

CERTIFICATE OF DESIGNATION

SERIES I CONVERTIBLE PREFERRED STOCK

COMMODORE APPLIED TECHNOLOGIES, INC.

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

Pursuant to Section 151 of the

General Corporation Law of the

State of Delaware

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

Commodore Applied Technologies, Inc., a corporation organized and

existing under the General Corporation Law of the State of Delaware (the

"Corporation"), hereby certifies that the following resolutions were adopted by

the Board of Directors of the Corporation on February 4, 2005 pursuant to

authority of the Board of Directors as required by Section 151 of the General

Corporation Law of the State of Delaware:

RESOLVED, that pursuant to the authority granted to and vested in the

Board of Directors of this Corporation (the "Board of Directors" or the "Board")

in accordance with the provisions of its Certificate of Incorporation, the Board

of Directors hereby authorizes a series of the Corporation's previously

authorized Preferred Stock, par value $0.001 per share (the "Preferred Stock"),

and hereby states the designation and number of shares, and fixes the relative

rights, preferences, privileges, powers and restrictions thereof as follows:

Series I Convertible Preferred Stock:

ARTICLE 1

DEFINITIONS

The terms defined in this Article whenever used in this Certificate of

Designation have the following respective meanings:

(a) "Additional Capital Shares" has the meaning set forth in Section

6.1(c).

(b) "Affiliate" has the meaning ascribed to such term in Rule 12b-2

under the Securities Exchange Act of 1934, as amended.

(d) "Business Day" means a day other than Saturday, Sunday or any day

on which banks located in the State of New York are authorized or obligated to

close.

(e) "Capital Shares" means the Common Shares and any other shares of

any other class or series of capital stock, whether now or hereafter authorized

and however designated, which have the right to participate in the distribution

of earnings and assets (upon dissolution, liquidation or winding-up) of the

Corporation.

<PAGE>

(f) [reserved]

(g) "Common Shares" or "Common Stock" means shares of common stock, par

value $ 0.001 per share, of the Corporation.

(h) "Common Stock Issued at Conversion", when used with reference to

the securities issuable upon conversion of the Series I Preferred Stock, means

all Common Shares now or hereafter Outstanding and securities of any other class

or series into which the Series I Preferred Stock hereafter shall have been

changed or substituted, whether now or hereafter created and however designated.

(i) "Conversion Date" means any day on which all or any portion of

shares of the Series I Preferred Stock is converted in accordance with the

provisions hereof.

(j) "Conversion Notice" means a written notice of conversion

substantially in the form annexed hereto as Annex I.

(k) "Conversion Price" has the meaning set forth in Section 6.1.

(l) "Corporation" means Commodore Applied Technologies, Inc., a

Delaware corporation, and any successor or resulting corporation by way of

merger, consolidation, sale or exchange of all or substantially all of the

Corporation's assets, or otherwise.

(m) "Current Market Price" means on any date of determination the

closing bid price of a Common Share on such day as reported on the OTC Bulletin

Board ("OTCBB"); provided, if such security is not listed or admitted to trading

on the OTCBB, as reported on the principal national security exchange or

quotation system on which such security is quoted or listed or admitted to

trading, or, if not quoted or listed or admitted to trading on any national

securities exchange or quotation system, the closing bid price of such security

on the over-the-counter market on the day in question as reported by Bloomberg

LP, or a similar generally accepted reporting service, as the case may be.

(n) "Default Dividend Rate" is equal to the Dividend Rate, plus an

additional 4% per annum.

(o) "Dividend Period" means the quarterly period commencing on and

including the Issue Date or, if a dividend has previously been paid, the day

after the immediately preceding Dividend Payment Due Date and ending on and

including the immediately subsequent Dividend Payment Due Date.

(p) "Dividend Payment Due Date" means February 15, May 15, August 15

and November 15 of each year.

(q) "Dividend Rate" means 10% per annum, computed on the basis of a

360-day year.

(r) [reserved]

<PAGE>

(s) "Holder" means The Shaar Fund Ltd., any successor thereto, or any

Person or Persons to whom the Series I Preferred Stock is subsequently

transferred in accordance with the provisions hereof.

(t) "Issue Date" means, as to any share of Series I Preferred Stock,

the date of issuance of such share.

(u) "Junior Securities" means all capital stock of the Corporation

except for the Series I Preferred Stock.

(v) "Liquidation Preference" means, with respect to a share of the

Series I Preferred Stock, an amount equal to the sum of (i) the Stated Value

thereof, plus (ii) an amount equal to 30% of such Stated Value, plus (iii) the

aggregate of all accrued and unpaid dividends (whether or not declared, whether

or not there were funds legally available for the payment of dividends and

whether or not a Dividend Payment Due Date has occurred since the last dividend

payment) on such share of Series I Preferred Stock through the date of the

payment of the Liquidation Preference; provided that, in the event of an actual

liquidation, dissolution or winding up of the Corporation, the amount referred

to in clause (iii) above shall be calculated by including accrued and unpaid

dividends to the actual date of such liquidation, dissolution or winding up,

rather than the Dividend Payment Due Date referred to above.

(w) [reserved]

(x) "Market Price" means the average of the closing bid prices of one

Common Share, as reported on the OTCBB or the principal national security

exchange or quotation system on which such security is quoted or listed or

admitted to trading, for the ten Trading Days prior to a Conversion Date;

provided, if such security is not quoted or listed or admitted to trading on any

national securities exchange or quotation system, the Market Price shall be the

average closing bid prices of such security on the over-the-counter market, as

reported by Bloomberg LP, or a similar generally accepted reporting service, for

the ten Trading Days prior to a Conversion Date.

(y) [reserved]

(z) "Outstanding", when used with reference to Common Shares or Capital

Shares (collectively, "Shares"), means, on any date of determination, all issued

and outstanding Shares, and includes all such Shares issuable in respect of

outstanding scrip or any certificates representing fractional interests in such

Shares; provided, however, that any such Shares directly or indirectly owned or

held by or for the account of the Corporation or any Subsidiary of the

Corporation shall not be deemed "Outstanding" for purposes hereof.

(aa) "Person" means an individual, a corporation, a partnership, an

association, a limited liability company, an unincorporated business

organization, a trust or other entity or organization, and any government or

political subdivision or any agency or instrumentality thereof.

(bb) [reserved]

<PAGE>

(cc) "Registration Rights Agreement" means that certain Registration

Rights Agreement, dated as of March 15, 2000, between the Corporation and The

Shaar Fund Ltd. as amended.

(dd) "SEC" means the United States Securities and Exchange Commission.

(ee) "Securities Act" means the Securities Act of 1933, as amended, and

the rules and regulations of the SEC thereunder, all as in effect at the time.

(ff) "Series I Preferred Shares" or "Series I Preferred Stock" means

the shares of Series I Convertible Preferred Stock of the Corporation or such

other convertible preferred stock of the Corporation as may be exchanged

therefor.

(gg) "Stated Value" has the meaning set forth in Article 2.

(hh) "Subsidiary" means any entity of which securities or other

ownership interests having ordinary voting power to elect a majority of the

board of directors or other persons performing similar functions are owned

directly or indirectly by the Corporation.

(ii) "Trading Day" means any day on which (a) purchases and sales of

securities authorized for quotation on the OTCBB or the over the counter market

are reported thereon, (b) no event which results in a material suspension or

limitation of trading of the Common Shares on the OTCBB or the over the counter

market has occurred and (c) at least one bid for the trading of Common Shares is

reported on the OTCBB or the over the counter market.

(jj) "Valuation Event" has the meaning set forth in Section 6.1.

(kk) "Valuation Period" means the period of ten Trading Days

immediately preceding the (a) Conversion Date or (b) in the case of a Valuation

Period utilized for the purpose of Section 4(a)(iii) hereof, the date of payment

of a dividend in Common Stock; provided, however, that if a Valuation Event

occurs during a Valuation Period on a date less than five Trading Days before

the Conversion Date, the Valuation Period shall be extended until the date five

Trading Days after the occurrence of the Valuation Event.

All references to "cash" or "$" herein mean currency of the United

States of America.

ARTICLE 2

DESIGNATION AND AMOUNT

The designation of this series, which consists of 550,000 shares of

Preferred Stock, shall be Series I Convertible Preferred Stock (the "Series I

Preferred Stock") and the stated value shall be $10 per share (the "Stated

Value").

ARTICLE 3

RANK

The Series I Preferred Stock shall rank prior to any other capital

stock of the Corporation.

<PAGE>

ARTICLE 4

DIVIDENDS

(a) (i) The Holder shall be entitled to receive, out of funds legally

available for the payment of dividends, dividends at the Dividend Rate on the

Stated Value of each share of Series I Preferred Stock on and as of each

Dividend Payment Due Date with respect to each Dividend Period; provided,

however, that if any dividend is not paid in full on any Dividend Payment Due

Date, dividends shall thereafter accrue and be payable at the Default Dividend

Rate on the Stated Value of each share of Series I Preferred Stock until all

accrued dividends are paid in full. Dividends on the Series I Preferred Stock

shall be cumulative from the date of issue, whether or not declared for any

reason, including if such declaration is prohibited under any outstanding

indebtedness or borrowings of the Corporation or any of its Subsidiaries, or any

other contractual provision binding on the Corporation or any of its

Subsidiaries, and whether or not there shall be funds legally available for the

payment thereof.

(ii) Each dividend shall be payable in equal quarterly amounts on each

Dividend Payment Due Date, commencing May 15, 2005, to the Holders of record of

shares of the Series I Preferred Stock, as they appear on the stock records of

the Corporation at the close of business on such record date, not more than 60

days or less than 10 days preceding the payment dates thereof, as shall be fixed

by the Board of Directors; provided, however, until February 14, 2006, dividends

shall accrue but shall not be payable until February 15, 2006. Accrued and

unpaid dividends for any past Dividend Period may be declared and paid at any

time, without reference to any Dividend Payment Due Date, to Holders of record,

not more than 15 days preceding the payment date thereof, as may be fixed by the

Board of Directors.

(iii) Dividends due hereunder shall be payable in cash; provided,

however, that at the option of the Corporation, such dividends shall be paid

either (x) in cash or (y) through the issuance of duly and validly authorized

and issued, fully paid and nonassessable, freely tradable shares of the Common

Stock valued at the Market Price and registered for resale in the open market

transactions on the Registration Statement (as defined in the Registration

Rights Agreement), which Registration Statement shall then be effective under

the Securities Act; provided, further, that if no funds are legally available

for the payment of cash dividends on the Series I Preferred Stock, dividends

shall be paid as provided in clause (y) above.

(b) Except as provided in Section 4(d) hereof, the Holder shall not be

entitled to any dividends in excess of the cumulative dividends, as herein

provided, on the Series I Preferred Stock.

outstanding, no dividends shall be declared or paid or set apart for payment or

other distribution declared or made upon any Junior Securities, nor shall any

Junior Securities be redeemed, purchased or otherwise acquired (other than a

redemption, purchase or other acquisition of shares of Common Stock made for

purposes of an employee incentive or benefit plan (including a stock option

plan) of the Corporation or any Subsidiary) for any consideration by the

Corporation, directly or indirectly, nor shall any moneys be paid to or made

available for a sinking fund for the redemption of any shares of any Junior

Securities, unless in each case (i) the full cumulative dividends required to be

paid in cash on all outstanding shares of the Series I Preferred Stock shall

have been paid or set apart for payment for all past Dividend Periods with

respect to the Series I Preferred Stock and (ii) sufficient funds shall have

been paid or set apart for the payment of the dividend for the current Dividend

Period with respect to the Series I Preferred Stock.

<PAGE>

(d) If the Corporation shall at any time or from time to time after the

Issue Date declare, order, pay or make a dividend or other distribution

(including, without limitation, any distribution of stock or other securities or

property or rights or warrants to subscribe for securities of the Corporation or

any of its Subsidiaries by way of dividend or spin-off) on shares of its Common

Stock, then, and in each such case, in addition to the dividend obligation of

the Corporation specified in Section 4(a) hereof, the Corporation shall declare,

order, pay and make the same dividend or distribution to each Holder of Series I

Preferred Stock as would have been made with respect to the number of Common

Shares the Holder would have received had it converted all of its Series I

Preferred Shares.

ARTICLE 5

LIQUIDATION PREFERENCE; MERGERS, CONSOLIDATIONS, ETC.

(a) If the Corporation shall commence a voluntary case under the

Federal bankruptcy laws or any other applicable Federal or state bankruptcy,

insolvency or similar law, or consent to the entry of an order for relief in an

involuntary case under any law or to the appointment of a receiver, liquidator,

assignee, custodian, trustee or sequestrator (or other similar official) of the

Corporation or of any substantial part of its property, or make an assignment

for the benefit of its creditors, or admit in writing its inability to pay its

debts generally as they become due, or if a decree or order for relief in

respect of the Corporation shall be entered by a court having jurisdiction in

the premises in an involuntary case under the Federal bankruptcy laws or any

other applicable Federal or state bankruptcy, insolvency or similar law

resulting in the appointment of a receiver, liquidator, assignee, custodian,

trustee or sequestrator (or other similar official) of the Corporation or of any

substantial part of its property, or ordering the winding up or liquidation of

its affairs, and any such decree or order shall be unstayed and in effect for a

period of 30 consecutive days and, on account of any such event, the Corporation

shall liquidate, dissolve or wind up, or if the Corporation shall otherwise

liquidate, dissolve or wind up, no distribution shall be made to the holders of

any shares of capital stock of the Corporation upon liquidation, dissolution or

winding-up unless prior thereto, the Holders of shares of Series I Preferred

Stock, subject to this Article 5, shall have received the Liquidation Preference

with respect to each share.

(b) In case the Corporation shall reorganize its capital, reclassify

its capital stock, consolidate or merge with or into another Person (where the

Corporation is not the survivor or where there is a change in or distribution

with respect to the Common Stock of the Corporation), sell, convey, transfer or

otherwise dispose of all or substantially all its property, assets or business

to another Person, or effectuate a transaction or series of related transactions

in which more than 50% of the voting power of the Corporation is disposed of

(each, a "Fundamental Corporate Change") and, pursuant to the terms of such

Fundamental Corporate Change, shares of common stock of the successor or

acquiring corporation, or any cash, shares of stock or other securities or

property of any nature whatsoever (including warrants or other subscription or

<PAGE>

purchase rights) in addition to or in lieu of common stock of the successor or

acquiring corporation ("Other Property"), are to be received by or distributed

to the holders of Common Stock of the Corporation, then each Holder of Series I

Preferred Stock shall have the right thereafter, at its sole option, either (x)

to require the Corporation to deem such Fundamental Corporate Change to be a

liquidation, dissolution or winding up of the Corporation pursuant to which the

Corporation shall be required to distribute, upon consummation of and as a

condition to, such Fundamental Corporate Change an amount equal to 105% of the

Liquidation Preference with respect to each outstanding share of Series I

Preferred Stock, (y) to receive the number of shares of common stock of the

successor or acquiring corporation or of the Corporation, if it is the surviving

corporation, and Other Property as is receivable upon or as a result of such

Fundamental Corporate Change by a holder of the number of shares of Common Stock

into which such Series I Preferred Stock may be converted at the Conversion

Price applicable immediately prior to such Fundamental Corporate Change or (z)

require the Corporation, or such successor, resulting or purchasing corporation,

as the ca

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