Exhibit 10.147
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                      Commodore Applied Technologies, Inc.
                        150 East 58th Street, Suite 3238
                               New York, NY 10155
                (212)-308-5800 telephone (212)-753-0731 facsimile
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April 9, 2004


The Shaar Fund, Ltd.                                   VIA FACSIMILE and US MAIL
c/o Levinson Capital Management                        -------------------------
350 Fifth Avenue
Suite 2210
New York, NY  10018


         Re:  Amended   Certificate  of  Designation  of  Series  F  Convertible
         Preferred Stock entered into as of March 15, 2000, by Commodore Applied
         Technologies,  Inc.,  and the Shaar Fund,  Ltd.  (the  "Certificate  of
         Designation  Series  F") in  connection  with the  issuance  of 266,700
         shares of the Company's Series F Convertible Preferred Stock, par value
         $0.001  per share and  liquidation  preference  of $10.00  per share on
         March  15,  2000  (the  "Issue  Date")   (collectively  the  "Series  F
         Preferred").

Dear Mr. Levinson:

         Reference is made to the  above-referenced  Certificate  of Designation
Series F.

         In connection  with the default  relating to the  Mandatory  Conversion
Date set forth in subparagraph  6.8 of the Certificate of Designation  Series F,
the undersigned has requested, and you have agreed, to amend subparagraph 6.8 of
the Certificate of Designation Series F to give the undersigned an additional 24
(twenty-four)  months before the Corporation will be obligated to convert all of
the Series F Preferred Stock outstanding.  Accordingly,  subparagraph 6.8 of the
Certificate of Designation Series F shall be amended to read as follows:

                        Section 6.8 Mandatory Conversion

         On the 66th (sixty-sixth)  calendar month anniversary of the Issue Date
of this  Certificate of  Designation  (the  "Mandatory  Conversion  Date"),  the
Corporation  shall  convert all Series F  Preferred  Stock  outstanding,  at the
Conversion Price utilizing the Stated Value (plus 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)) as the value of each share of Series
F Preferred  Stock,  into shares of Common Stock  registered  for resale in 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.

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         The purpose of this amendment is to extend the automatic  conversion of
the Series F Preferred from the original 42nd calendar month  anniversary of the
Issue Date to the revised date of the 66th month anniversary of the Issue Date.


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<PAGE>

         If you are in agreement with the above  amendment to the Certificate of
Designation  Series F,  please  signify  such  agreement  by  signing  below and
returning a copy of this letter to the undersigned.




                                   Very truly yours,

                                   COMMODORE APPLIED TECHNOLOGIES, INC.


                                   By:
                                      ------------------------------------------

                                      Name: James M. DeAngelis
                                      Title: Sr. Vice President, Chief Financial
                                              Officer and Treasurer

                          TELECOPY NUMBER: 212-753-0731

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      The above terms and conditions are agreed to this tenth day of March
2004.

                                   THE SHAAR FUND, LTD.


                                   By:
                                      -----------------------------------------

                                      Name: Samuel E. Levinson
                                      Title:   Managing Director


                          TELECOPY NUMBER: 914-395-0059


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