Exhibit 4.6
                         CERTIFICATE OF AMENDMENT TO THE
                         CERTIFICATE OF INCORPORATION OF


                             IDM ENVIRONMENTAL CORP.

______________________________________________________________________________


To:      The Secretary of State
         State of New Jersey

     Pursuant to the provisions of Section 14A:7-2(2) of the New Jersey Business
Corporation Law, I, Joel A. Freedman,  President of IDM  Environmental  Corp., a
New  Jersey  corporation  (the  "Corporation"),  hereby  execute  the  following
Certificate of Amendment to its Certificate of Incorporation:

The  undersigned  certifies  that the  following is a true and correct copy of a
resolution  adopted by the  Corporation's  Board of Directors as of February 10,
1998, and that said  resolution has not been amended or rescinded and is in full
force and effect at the date hereof:

 
     RESOLVED,  that pursuant to the authority  expressly  granted and vested in
the Board of Directors of the  Corporation by the  Corporation's  Certificate of
Incorporation,  as  amended to date,  the Board of  Directors  hereby  creates a
series of Preferred Stock of the  Corporation,  par value $1.00 per share, to be
designated  "Series C  Convertible  Preferred  Stock"  and to  consist  of three
thousand  six  hundred  (3,600)  shares,  and hereby  fixes the  voting  powers,
designations,  preferences and relative,  participating,  option or other rights
and the  qualifications,  limitations or restrictions  thereon,  of the Series C
Convertible  Preferred  Stock by way of the Certificate of Designation set forth
on Exhibit ["A"] attached hereto and made a part hereof.


The  Certificate  of  Incorporation  of the  corporation  is amended so that the
designation  and  number of shares of each  class and  series  acted upon in the
resolution and the relative  rights,  preferences  and  limitations of each such
class and series are as stated in the resolution.

IN WITNESS  WHEREOF,  the undersigned has executed this  certificate this ______
day of February, 1998. ________________________ Joel A. Freedman, President

Attest:

___________________________
Frank A. Falco, Secretary

<PAGE>

                                   EXHIBIT A
                           CERTIFICATE OF DESIGNATION

There is hereby created a series of the Preferred  Stock of this  corporation to
consist of 3,600 of the shares of Series C Preferred Stock,  $1.00 par value per
share, which this corporation now has authority to issue.

1. The  distinctive  designation  of the series  shall be "Series C  Convertible
Preferred Stock" (the "Preferred Stock" or the "Series C Preferred Stock").  The
number of shares of Series C Convertible Preferred Stock shall be 3,600.

2. For purposes of this Certificate of Designation and the Company's Certificate
of  Incorporation,  (i) any series of Preferred Stock of the Company entitled to
dividends  and  liquidation  preference  on a parity with the Series C Preferred
Stock  shall be  referred  to as "Parity  Preferred  Stock,"  (ii) any series of
Preferred  Stock ranking senior to the Series C and Parity  Preferred Stock with
respect to dividends and liquidation  preference shall be referred to as "Senior
Stock," and (iii) the Common  Stock and any series of  Preferred  Stock  ranking
junior to the Series C and Parity  Preferred Stock with respect to dividends and
liquidation preference shall be referred to as "Junior Stock." As of the date of
this  Certificate of Designation  there is not outstanding any Parity  Preferred
Stock other than Series B Preferred Stock or any Senior Stock.

3. In the event of any  liquidation,  dissolution  or winding up of the Company,
either  voluntary  or  involuntary,  after  setting  apart or paying in full the
preferential  amounts  due to holders of Senior  Stock,  the holders of Series C
Preferred Stock and Parity  Preferred Stock shall be entitled to receive,  prior
and in preference to any  distribution  of any of the assets or surplus funds of
the  Company to the holders of Junior  Stock or Common  Stock by reason of their
ownership thereof, an amount equal to their full liquidation  preference,  which
in the case of shares of Series C  Preferred  Stock  shall be $1,000  per share,
plus  accrued  and unpaid  dividends  (the  "Redemption  Value").  If, upon such
liquidation, dissolution or winding-up of the Company, the assets of the Company
available for distribution to the holders of its stock be insufficient to permit
the  distribution in full of the amounts  receivable as aforesaid by the holders
of  Preferred  Stock and Parity  Preferred  Stock,  then all such  assets of the
Company shall be  distributed  ratably among the holders of Preferred  Stock and
Parity  Preferred  Stock in proportion to the amounts which each would have been
entitled to receive if such assets were  sufficient  to permit  distribution  in
full as aforesaid.  Neither the  consolidation nor merger of the Company nor the
sale, lease or transfer by the Company of all or any part of its assets shall be
deemed to be a  liquidation,  dissolution  or  winding-up of the Company for the
purposes of this paragraph.

4.       Certain Definitions and References.

          (a)  The  Preferred is being issued under Private  Placement  Purchase
               Agreements  between the Company and the holders of the  Preferred
               (each, a "Subscription Agreement").

          (b)  The  term   "Registration   Statement"  shall  have  the  meaning
               attributed  thereto in the Subscription  Agreement,  and the term
               "Effective  Date"  means  the  date  on  which  the  Registration
               Statement shall be declared to be effective.

          (c)  The  reference  in Section 5 to the "First  Delay  Period"  shall
               apply only if the Effective Date has not occurred by the close of
               business on July 17,  1998,  and means the period which begins on
               July 18,  1998 and ends on the earlier of October 17, 1998 or the
               Effective Date.

          (d)  The reference in Section 5 to the  "Extended  Delay Period" shall
               apply only if the Effective  Date has not occurred by October 17,
               1998,  and means the period  which begins on October 18, 1998 and
               ends on the Effective Date.

5.       Dividends

          (a)  The holders of the Preferred Stock shall be entitled to receive a
               dividend,  payable  quarterly  on the first day of each  calendar
               quarter  commencing April 1, 1998, which accrues from the date of
               issuance at the annual rate of $70 per share,  provided  that the
               annual rate shall be $180  during any First Delay  Period and the
               annual rate shall be $240 during any Extended Delay Period.

          (b)  The  dividends  shall be  payable  at the  option of the  Company
               either in cash or in shares of Common  Stock which on the date of
               the dividend  payment are convertible into shares of Common Stock
               which have a value equal to the dividend, provided that dividends
               may be paid in Common  Stock only if the public  sale  thereof is
               permitted under a then effective  registration  statement (or, as
               to  the  dividend  payable  in  April  1998,  if  a  registration
               statement has theretofore been filed). The value of each share of
               Common Stock for the purposes of any  dividend  payment  shall be
               equal to the average of the last reported  sales prices  therefor
               on the NASDAQ National Market on the last five trading days prior
               to the date of the payment.

          (c)  Nothing in this  Section 5 shall limit any other  remedies  which
               may be  available  to the  Holder  by  reason of any delay in the
               filing or the effectiveness of the Registration Statement.
<PAGE>


6.       Conversion

          (a)  The  holder  shall  have  the  right  at any  time  in  its  sole
               discretion,  to convert the Preferred Stock, in whole or in part,
               into  a  number  of  shares  (the  "Conversion  Shares")  of  the
               Company's  common stock (the "Common  Stock") equal to $1,000 per
               share converted  divided by the Conversion  Price. The Conversion
               Price  means the lesser of (1) $4.50 or (2) 75% of the average of
               the closing  bid price of a share of Common  Stock of the Company
               during the five trading days prior to such conversion.

          (b)  In the event that the holder  elects to exercise  its  conversion
               rights hereunder, it shall give to the Company written notice (by
               fax or overnight  courier  service or personal  delivery) of such
               election and shall  surrender his Preferred  Stock to the Company
               for  cancellation.  Conversion shall be effective upon the giving
               of such notice  provided that the  certificate  for the converted
               Preferred   is  received  by  the  Company   within   three  days
               thereafter.  The Company shall,  within three business days after
               receipt by the Company of notice of conversion  and the Preferred
               being converted, deliver irrevocable instructions to its transfer
               agent (with a copy to Holder) to issue on an expedited  basis the
               shares of Common Stock issuable on such conversion.

          (c)  The  Preferred  Stock  shall on  August  15,  1999  automatically
               convert into Common Stock at the then Conversion Price,  provided
               that  such  conversion  shall  occur  on  such  date  only if the
               Company's  listing on the NASDAQ National Market has then been in
               effect at all times from and after  January 1, 1999,  and only if
               the Common Stock issuable upon  conversion of the Preferred Stock
               may then be resold publicly pursuant to an effective registration
               statement  under  the  Securities  Act of 1933 or under  Rule 144
               thereunder. If by reason of the proviso in the preceding sentence
               the Preferred shall not convert automatically on August 15, 1999,
               the Holder may, in addition to such Holder's other  remedies,  by
               written notice to the Company,  require the Company  forthwith to
               redeem the  Preferred at a  redemption  price equal to $1,000 per
               share plus accrued  dividends.  The redemption price shall accrue
               interest payable on demand at the rate of 15% per annum.

          (d)  The Company shall reserve for issuance on conversion and exercise
               of the Preferred and the Warrant (as defined in the  Subscription
               Agreement)  the  number  shares of Common  Stock  which  would be
               issuable  under the Preferred if converted at a Conversion  Price
               of $2.25.  The Company shall use its diligent efforts promptly to
               list on NASDAQ all shares of Common  Stock  which are issued upon
               conversion of this Preferred.

          (e)  The Preferred shall be convertible at any time only to the extent
               that Holder would not as a result of such  exercise  beneficially
               own  more  that  4.99%  of the  then  outstanding  Common  Stock.
               Beneficial  ownership  shall be defined in  accordance  with Rule
               13d-3 under the  Securities  Exchange Act of 1934. The opinion of
               counsel to Holder  shall  prevail in the event of any  dispute on
               the calculation of Holder's beneficial ownership.

          (f)  If any capital  reorganization or  reclassification of the common
               stock,  or  consolidation,  or merger of the Company with or into
               another  corporation,  or  the  sale  or  conveyance  of  all  or
               substantially  all of its assets to another  corporation shall be
               effected,  then, as a condition  precedent of such reorganization
               or sale, the following provision shall be made: The Holder of the
               Preferred shall from and after the date of such reorganization or
               sale have the right to  receive  (in lieu of the shares of common
               stock of the  Company  immediately  theretofore  receivable  with
               respect  to  the  Preferred,  upon  the  exercise  of  conversion
               rights), such shares of stock, securities or assets as would have
               been issued or payable  with  respect to or in  exchange  for the
               number of  outstanding  shares of such common  stock  immediately
               theretofore  receivable  with respect to the Preferred  (assuming
               the  Preferred  were  then   convertible).   In  any  such  case,
               appropriate  provision  shall be made with  respect to the rights
               and  interests  of the  Holders  to the end that such  conversion
               rights (including, without limitation, provisions for appropriate
               adjustments) shall thereafter be applicable,  as nearly as may be
               practicable  in  relation to any shares of stock,  securities  or
               assets thereafter deliverable upon the exercise thereof.

          (g)  In the event  that the  Holder  proposes  to  convert  all or any
               portion  of the  Preferred  at a  conversion  price of less  than
               $2.75,  the Company shall at its option be entitled to redeem all
               or any portion of the Preferred  proposed to be  converted.  Such
               option shall be exercisable by paying to the Holder, within three
               business days after the date of such proposed conversion, 125% of
               the amount of principal  proposed to be converted,  together with
               accrued and unpaid dividends.
<PAGE>


          (h)  The Company  covenants at its next annual meeting of shareholders
               to call for  shareholders  to approve  the  issuance of shares on
               conversion of the Preferred and Warrants issued to the Purchasers
               (as defined in the  Subscription  Agreement).  Joel  Freedman and
               Frank  Falco  have on this  date  agreed to vote in favor of such
               approval,  and  the  Board  of  Directors  of  the  Company  will
               recommend that the  shareholders  of the Company vote in favor of
               such  approval.  Until such  approval  is  obtained,  the maximum
               number  of shares  which  will be  issued  on  conversion  of the
               Preferred and exercise of the Warrants is 3,285,438,  issuable on
               a first converted-first exercised basis. Should such approval not
               be  obtained  by June 30,  1998,  then  until  such  approval  is
               obtained,  the Company shall on demand by Holder made at any time
               or times  redeem any  portion  of the  Preferred  designated  for
               redemption  (the  "Redeemed  Portion") at a redemption  price per
               share  equal to $1,250 plus  accrued  dividends.  The  redemption
               price shall be payable within five business days after demand for
               redemption is made, and shall accrue  interest  payable on demand
               at 11% per annum.

7. Purchase for  Investment.  The Holder,  by acceptance of shares of Preferred,
acknowledges  that the Preferred  (and the Common Stock into which the Preferred
is convertible) has not been registered under the Act, covenants and agrees with
the Company that such Holder is taking and holding the Preferred (and the Common
Stock into which the Preferred is convertible)  for investment  purposes and not
with a view to, or for sale in connection with, a distribution  thereof and that
the Preferred (and the Common Stock into which the Preferred is convertible) may
not be  assigned,  hypothecated  or  otherwise  disposed of in the absence of an
effective  registration statement under the Act or an opinion of counsel for the
Holder,  which counsel shall be reasonably  satisfactory to the Company,  to the
effect that such  disposition is in compliance  with the Act, and represents and
warrants that such Holder is an  "accredited  investor" that such Holder has, or
with its  representative  has, such  knowledge  and  experience in financial and
business  matters to be capable of evaluating the merits and risks in respect of
this  Preferred  (and the Common Stock into which the Preferred is  convertible)
and is able to bear the economic risk of such investment.

<PAGE>


8. The Company covenants and agrees that all shares of Common Stock which may be
issued upon  conversion  of this  Preferred  will,  upon  issuance,  be duly and
validly issued,  fully paid and  non-assessable  and no personal  liability will
attach to the holder thereof.

9.  Certain  Payments.  In the event the  Company  fails to deliver  irrevocable
instructions  to its transfer  agent as required under Section 6(b) within three
days after  conversion , or fails to make any redemption  payment when due, then
without limiting Holder's other rights and remedies, the Company shall forthwith
pay to the Holder an amount  accruing at the rate of $10 per day for each day of
such breach for each share of Preferred.

10.      Certain Events of Mandatory Redemption.

          (a) An "event of  redemption"  with  respect to this  Preferred  shall
          exist if any of the following shall occur, if:

               (i)  The  Company  shall  breach  or  fail  to  comply  with  any
                    provision of this Preferred and such breach or failure shall
                    continue for 15 days after  written  notice by any Holder of
                    any Preferred to the Company.

               (ii) A  receiver,  liquidator  or trustee of the  Company or of a
                    substantial  part of its  properties  shall be  appointed by
                    court order and such order  shall  remain in effect for more
                    than 15 days; or the Company shall be  adjudicated  bankrupt
                    or insolvent;  or a substantial  part of the property of the
                    Company shall be  sequestered  by court order and such order
                    shall remain in effect for more than 15 days;  or a petition
                    to   reorganize   the   Company   under   any    bankruptcy,
                    reorganization  or insolvency law shall be filed against the
                    Company and shall not be dismissed within 45 days after such
                    filing.

               (iii)The Company  shall file a petition in  voluntary  bankruptcy
                    or  request   reorganization  under  any  provision  of  any
                    bankruptcy,  reorganization  or  insolvency  law,  or  shall
                    consent to the filing of any  petition  against it under any
                    such law.

               (iv) The Company shall 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  consent  to the
                    appointment  of a  receiver,  trustee or  liquidator  of the
                    Company,   or  of  all  or  any  substantial   part  of  its
                    properties.

          (b) If an event of redemption shall occur, the Holder may, in addition
          to such Holder's  other  remedies,  by written  notice to the Company,
          require the Company  forthwith to redeem the Preferred at a redemption
          price equal to $1,000 per share plus accrued dividends. The redemption
          price shall accrue  interest  payable on demand at the rate of 15% per
          annum.

11.  Without  the  consent  of a  majority  in  interest  of the  holders of the
Preferred,  the Company shall not create any class of equity  security  which is
senior to or on parity with the Preferred in liquidation  rights,  other than in
connection with the sale of shares to existing  stockholders of the Company;  or
to an entity whose  relationship  with the Company creates  intangible value for
the Company; or to fund merger and/or acquisition related activity.

12. All  share,  redemption  and  similar  amounts  are  subject to  appropriate
adjustment in the event of stock splits,  stock dividends,  recapitalization and
similar events.

<PAGE>


13.      Miscellaneous.

          (a) All notices and other  communications  required or permitted to be
          given  hereunder  shall be in writing and shall be given (and shall be
          deemed to have been duly given upon receipt) by delivery in person, by
          telegram,  by facsimile,  recognized overnight mail carrier,  telex or
          other  standard  form  of  telecommunications,  or  by  registered  or
          certified mail, postage prepaid,  return receipt requested,  addressed
          as follows: (a) if to the Holder, to such address as such Holder shall
          furnish to the Company in accordance  with this Section,  or (b) if to
          the  Company,  to it at its  headquarters  office,  or to  such  other
          address as the Company shall furnish to the Holder in accordance  with
          this Section.

          (b) The waiver of any event of default or the failure of the Holder to
          exercise any right or remedy to which it may be entitled  shall not be
          deemed a waiver of any subsequent  event of default or of the Holder's
          right to  exercise  that or any  other  right or  remedy  to which the
          Holder is entitled.

          (c) The Holder  shall be entitled to recover its legal and other costs
          of collecting on this Preferred, and such costs shall accrue interest,
          payable on demand, at the rate of 15% per annum.

          (d) In  addition  to all other  remedies  to which the  Holder  may be
          entitled  hereunder,  Holder  shall  also be  entitled  to  decrees of
          specific performance without posting bond or other security.