Exhibit 10.150
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                              AMENDED AND RESTATED
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                               SECURITY AGREEMENT
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         AMENDED AND RESTATED SECURITY AGREEMENT  ("Agreement"),  made this 12th
day of April,  2005,  by and among The Shaar  Fund,  Ltd.  ("Shaar"  or "Secured
Party") and Commodore Applied Technologies,  Inc. ("CXI") and Commodore Advanced
Sciences,  Inc.  ("CASI").  (CASI  and  CXI  are  collectively  referred  to  as
"Debtor").  This Agreement amends and restates that certain Security  Agreement,
dated June 13, 2001 (the "Original Security  Agreement")  between Debtor and the
Secured Party.

                              W I T N E S S E T H :

         WHEREAS, on June 13, 2001, concurrently with the execution and delivery
of the  Original  Security  Agreement,  CXI executed  and  delivered  (i) to the
Secured Party, a Secured Promissory Note in the principal amount of Five Hundred
Thousand Dollars  ($500,000.00) (the "Shaar Note"), a Warrant ("Shaar Warrant"),
a Patent Collateral Assignment (the "Original Patent Collateral Assignment") and
Registration Rights Agreement ("Shaar Registration Rights Agreement");  and (ii)
to Milford Capital & Management  ("Milford"),  a Secured  Promissory Note in the
principal  amount  of Five  Hundred  Thousand  Dollars  ($500,000.00)  ("Milford
Note"), a Security Agreement ("Milford Security Agreement"), a Warrant ("Milford
Warrant"),  and a Registration  Rights Agreement  ("Milford  Registration Rights
Agreement").  The Milford  Note,  the Milford  Security  Agreement,  the Milford
Warrant,  Milford  Registration  Rights Agreement,  and the Milford Guaranty (as
hereinafter defined) are sometimes  hereinafter referred to as the "Milford Loan
Documents");

         WHEREAS, pursuant to separate Guaranty and Suretyship Agreements,  each
dated June 13, 2001,  between CASI and each of Milford ("Milford  Guaranty") and
the Secured Party (the "Shaar  Guaranty"),  CASI, a  wholly-owned  subsidiary of
CXI, guaranteed payment of the Shaar Note and the Milford Note;

         WHEREAS,  subsequent  to issuance of the Shaar Note,  the Secured Party
and CXI amended and  restated the Shaar Note such that as of the date hereof the
Shaar Note has an  outstanding  principal  balance of Three  Million Two Hundred
Seventy-Nine Thousand Five Hundred Eighty Five Dollars ($3,279,585);

         WHEREAS,  subsequent to the issuance of the Milford  Note,  Milford and
CXI  amended  and  restated  the  Milford  Note  and  the  Milford  Note  had an
outstanding  principal balance of One Hundred  Eight-Eight  Thousand One Hundred
Forty-Nine Dollars ($188,149);

         WHEREAS,  pursuant to that certain Purchase Agreement,  dated March 23,
2005 (the  "Purchase  Agreement"),  the  Secured  Party  purchased,  among other
things, the amended and restated Milford Note from Milford;

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         WHEREAS, pursuant to the Purchase Agreement, the rights and obligations
under  those  Milford  Loan  Documents  pertaining  to  Milford  were  assigned,
transferred  and  conveyed  to the  Secured  Party  and all  rights  of  Milford
thereunder were extinguished;

         WHEREAS,  pursuant to that  certain  Exchange  Agreement,  of even date
herewith  (the  "Exchange  Agreement"),  (i) the  Secured  Party  exchanged  the
outstanding  principal  amount of the Shaar Note and the Milford Note (including
all  forbearance  amounts,  accrued and unpaid interest and unpaid fees thereon)
for the 10% Convertible  Secured Note of CXI (the  "Convertible  Note"),  in the
original  principal  amount of Four Million Six Hundred  Thousand  Seven Hundred
Thirty-Three  ($4,600,733)  Dollars, (ii) the Secured Party and CASI have agreed
to  amend  and  restate  the  Shaar  Guaranty  (as  amended  and  restated,  the
"Guaranty"), (ii) the Secured Party and CXI have agreed to amend and restate the
Original Patent  Collateral  Assignment,  (as amended and restated,  the "Patent
Collateral Assignment"),  (iii) the Secured Party exchanged all of its shares of
CXI's Series E Convertible  Preferred  Stock and Series F Convertible  Preferred
Stock for shares of CXI's Series I Convertible  Preferred Stock created pursuant
to a Certificate of  Designation  filed with the Secretary of State of the State
of Delaware (the "Certificate of Designation");

         WHEREAS,  During the six (6) month period  following  the Issue Date of
the Note,  if both the  Secured  Party and CXI  consent,  which  consent  can be
withheld by a party for any reason whatsoever, the Secured Party will, from time
to time, make advances to CXI under the Note in an aggregate principal amount of
up to  $500,000;  provided,  that at no time shall the Note have an  outstanding
Principal Balance more than $5,100,733; and

         WHEREAS,  in order to induce the Secured  Party to make the loan to CXI
represented  by the  Convertible  Note,  the Secured Party  required that Debtor
grant the Secured Party a perfected lien on the  Collateral (as defined  below),
pursuant to the terms and  conditions  of this  Agreement.  For purposes of this
Agreement,  the term "Documents" means (i) this Agreement;  (ii) the Certificate
of  Designation;  (iii) the  Convertible  Note;  (iv) the Guaranty;  and (v) the
Patent Collateral Assignment.

         NOW,  THEREFORE,  in  consideration of the foregoing and other good and
valuable  consideration,  the receipt and legal  sufficiency of which are hereby
acknowledged,  and  intending  to be  legally  bound,  Debtor  hereby  agrees as
follows:

1. Definitions.
   ------------

         (a) All terms used  herein  which are defined in Article 1 or Article 9
of the Uniform  Commercial  Code as adopted in the State of New York, as amended
from time to time,  (the "Code") shall have the meanings  given  therein  unless
otherwise  defined in this Agreement.  All references to the plural herein shall
also mean the  singular  and to the  singular  shall also mean the  plural.  All
references to Secured Party and Debtor  pursuant to the definitions set forth in
the  recitals  hereto,  or to any  other  person  herein,  shall  include  their
respective   heirs,   executors,   administrators,   personal   representatives,
successors and permitted  assigns.  The words "hereof,"  "herein,"  "hereunder,"
"this  Agreement" and words of similar import when used in this Agreement  shall
refer to this  Agreement  as a whole and not any  particular  provision  of this
Agreement  and as  this  Agreement  now  exists  or may  hereafter  be  amended,
modified, supplemented, extended, renewed, restated or replaced.

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         (b) In addition to those  capitalized  terms defined  elsewhere in this
Agreement,  the  following  terms shall have the following  respective  meanings
wherever used in this Agreement:

         "Collateral" shall have the meaning set forth in Section 2 below.

         "Event of  Default"  shall  have the  meaning  ascribed  thereto in the
Convertible Note.

         "Obligations"  shall mean the  collective  reference to all  principal,
interest,  additional obligations,  collection costs, expenses, fees (including,
but  not  limited  to,   forbearance  fees,  exit  fees  and  attorneys'  fees),
indemnification obligations and other amounts owing or payable at any time under
the  Convertible  Note,  this  Agreement,  any ancillary  agreement or any other
existing or future instrument, document or agreement by and among the Debtor and
the Secured Party, and any extensions, modifications,  substitutions,  increases
and  renewals  thereof,  and the payment of all amounts  advanced by the Secured
Party or any affiliate thereof to preserve, protect and enforce rights hereunder
and in the Collateral,  whether arising before or after the  commencement of any
case with  respect to Debtor  under the  United  States  Bankruptcy  Code or any
similar  statute  (including,  without  limitation,  the payment of interest and
other amounts which would accrue and become due but for the commencement of such
case whether or not such amount would be a permitted claim in such case).

         "Patent  Collateral   Assignment"  shall  mean  the  Patent  Collateral
Assignment attached hereto as Exhibit B.

         "Person" or "person" shall mean any  individual,  sole  proprietorship,
partnership,   corporation,   limited   liability   company,   business   trust,
unincorporated  association,  joint stock  corporation,  trust, joint venture or
other entity or any  government  or any agency or  instrumentality  or political
subdivision thereof.

         "Security Interests" shall mean the liens and security interests in the
Collateral  granted by Debtor for the benefit of Secured  Party,  and all rights
and remedies in respect thereof, pursuant to this Agreement.

         (c)  Unless  otherwise  separately  defined  in  this  Agreement,   all
capitalized  terms when used herein,  shall have the same meaning and definition
as set forth in the Convertible Note.

2. The Security Interests.
   -----------------------

         (a) In order to secure the due and punctual  payment and performance of
all  Obligations  owing to the Secured  Party from time to time,  Debtor  hereby
grants to  Secured  Party,  for its  benefit,  a  continuing  lien and  security
interest in, and hereby assigns to Secured Party as collateral security,  except
as hereinafter  provided,  a first  priority lien on the following,  whether now
existing or hereinafter arising or acquired and wherever located  (collectively,
the "Collateral") (i) all of their respective property described on the schedule
attached hereto as Exhibit A, (ii) all contract rights, warranties,  guaranties,

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accounts,  general  intangibles,  chattel  paper,  license and royalty  fees and
insurance  policies  arising out of the property  described on Exhibit A whether
the Collateral  described in this subparagraph (ii) or (i) above shall be deemed
inventory,   equipment,   contract  rights,   general  intangibles,   documents,
instruments,  accounts and (iii) all  proceeds  and  products of the  foregoing.
Provided,  however, that notwithstanding  anything in this Security Agreement to
the  contrary,  the  Collateral  does mean or include (x) an account or accounts
receivable,  or (y) anything  else defined as an "account" in the Code,  arising
out of waste  processing  services or other  commercialization  of the  Debtor's
Solvated  Electron  Technology  ("SET")  process  using  any of  the  Collateral
described in this Section 2 or on Exhibit A hereto. In the event of any conflict
between the  description of the  Collateral  granted to Secured Party herein and
this proviso, the terms of this proviso shall control and take precedence.

         (b) Subject to the consent of the Secured  Party,  which  consent shall
not be unreasonably  withheld,  the Debtor shall,  upon at not less than fifteen
(15) days prior written notice to the Secured  Party,  be permitted to (i) amend
the "Collateral"  described herein to reflect patents abandoned by the Debtor in
the ordinary  course of its business  and (ii) grant a first  priority  security
interest on new equipment  obtained by either CXI or CASI in connection  with an
equipment  leasing   arrangement  entered  into  after  the  date  hereof  in  a
transaction  approved by the Board of Directors of the CXI or CASI,  as the case
may be

3. Filing; Further Assurances.
   ---------------------------

         Debtor will, at its expense, execute, deliver, file and record (in such
manner and form as Secured Party shall require), or permit Secured Party to file
and record, (a) all financing statements, (b) all carbon,  photographic or other
reproductions  of  financing  statements  or  this  Agreement  (which  shall  be
sufficient as a financing statement hereunder), and (c) all specific assignments
(including a collateral  assignment of patent  substantially in the form as that
is  annexed  hereto as  Exhibit  B) or other  papers  that may be  necessary  or
desirable,  or that  Secured  Party may request,  in order to create,  preserve,
perfect or validate any Security Interest or to enable Secured Party to exercise
and  enforce  its  rights  hereunder  with  respect  to any  of  the  Collateral
including, without limitation, all such documents as are or may be necessary for
Secured Party to perfect a security  interest in CXI's foreign Patents  itemized
on  Exhibit  A hereto.  Debtor  hereby  irrevocably  appoints  Secured  Party as
Debtor's  attorney-in-fact  to  execute  and file,  in the name and on behalf of
Debtor, such additional  financing  statements as Secured Party may request. The
foregoing  power  shall be deemed to be coupled  with an  interest  and shall be
irrevocable during the term of this Agreement.  In addition, in the event and to
the extent that any of Collateral  consists of or is  represented by instruments
or other  evidences of ownership  such as would require  physical  possession of
same in order to perfect the Security Interests  therein,  Debtor will promptly,
at its expense,  deliver same to Secured Party, with any necessary  endorsements
thereon.  If any account  becomes  evidenced by a  promissory  note or any other
instrument  for the  payment of money,  Debtor  will  immediately  deliver  such
instruments to Secured Party appropriately endorsed.

4. Representations, Warranties and Agreements of Debtor.
   -----------------------------------------------------

         Debtor hereby represents, warrants and agrees as follows:

         (a) The Debtor is the valid and lawful owner of all of the  Collateral,
free from any and all adverse liens, security interests or encumbrances;

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         (b) That Debtor has full right, power and authority to grant to Secured
Party the Security Interests pursuant to the terms of this Agreement,  and that,
except  as set  forth  in this  Agreement,  the  Security  Interests  (i) do not
conflict  with any rights of any other persons or any  commitments  of Debtor to
any other persons and (ii) as related to those  Patents that are issued,  do not
infringe  upon any rights of any other persons or any  commitments  of Debtor to
any persons.

         (c) That no financing  statement  covering any of the  Collateral is on
file in any public  office,  other than financing  statements  filed pursuant to
this Agreement.

         (d) That the additional information, representations and warranties set
forth on Exhibit C hereto is true and correct.

         (e) The equipment and patents  described on Exhibit A hereto represents
all of the processing  equipment  currently owned by CXI and CASI for commercial
scale  processing  using the Company's  Proprietary  Solvated  Electron  ("SET")
process, and all of the patents owned by CXI and CASI.

         (f) Upon the proper filing of (i) Form UCC-1  financing  statements and
(ii)  the  Patent  Collateral  Assignment  with the  United  States  Patent  and
Trademark  Office,  except for patents and patent  applications  comprising  the
Collateral  that are issued or pending in  foreign  jurisdictions,  the  Secured
Party  will  possess  a  perfected  first  priority  Security  Interest  in  the
Collateral.

         (g) That the  indebtedness  of CXI  evidenced by the Shaar Note and the
Milford Note (together,  the "Prior Notes")  remains  outstanding as of the date
hereof,  and the: (a)  Convertible  Note is exchanged for and  re-evidences  the
indebtedness  evidenced by the Prior  Notes;  (b)  Convertible  Note is given in
substitution  for,  and not in payment of the Prior  Notes;  (c) issuance of the
Convertible  Note is not intended to  discharge or  constitute a novation of the
Prior  Notes;  and  (d)  the  payment  and  performance  obligations  under  the
Convertible Note constitute Obligations under this Agreement.

5. Covenants of Debtor.
   --------------------

         Debtor hereby covenants and agrees as follows:

         (a) Debtor will take all action required by the Secured Party to defend
the Collateral and the Security  Interests against all claims and demands of all
persons at any time claiming any adverse interest therein or there against;

         (b) Debtor will give written  notice  thereof to Secured Party at least
thirty (30) days prior to any change in the location of the principal  office of
Debtor or the office where Debtor  maintains or stores (i) its books and records
pertaining  to the  Accounts  and/or  any  other  Collateral  or (ii) any  other
Collateral;

         (c) That Debtor will  promptly pay any and all taxes,  assessments  and
governmental  charges upon the  Collateral  prior to the date that penalties may
attach  thereto or same  become a lien on any of the  Collateral,  except to the
extent that such taxes,  assessments and charges shall be contested by Debtor in
good faith and through appropriate proceedings;

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         (d) That  Debtor will  immediately  notify  Secured  Party of any event
causing a material loss or diminution  in the value of the  Collateral,  and the
amount (or Debtor's best estimate of the amount) of such loss or diminution;

         (e) That  Debtor  will at all times have and  maintain  insurance  with
respect to all insurable  Collateral in amounts and of types as are  customarily
maintained by other companies of comparable  size and type of business,  each of
which  insurance  policies shall name the Secured Party (i) as a loss payee and,
(ii)  if it  will  not  result  in an  increase  in  insurance  premiums,  as an
additional  insured on Debtor's general  liability  policy, as its interests may
appear.  All  policies of insurance  shall  provide for a minimum of thirty (30)
business  days'  written  notice to  Secured  Party  prior to any  cancellation,
modification or non-renewal  thereof.  Debtor shall, on the date hereof and from
time to time upon request hereafter,  furnish Secured Party with certificates or
other evidence  satisfactory  to Secured Party of compliance  with the foregoing
insurance provisions;

         (f) That Debtor will keep all of the  Collateral  free from any and all
adverse liens, security interests or encumbrances, and in good order and repair,
reasonable wear and tear excepted,  and will not waste or destroy the Collateral
or any part thereof without the prior written consent of the Secured Party;

         (g) That Debtor will not  dispose of any of the  Collateral  whether by
sale, lease or otherwise;

         (h) That Debtor will place notations upon Debtor's books of account and
any financial  statement  prepared by Debtor to disclose Secured Party' security
interest in the Collateral;

         (i) That Debtor will  perform all other  actions  requested  by Secured
Party to create and maintain in Secured Party' favor a valid perfected  security
interest in all Collateral;

         (j)  That  Debtor  will at any time  and  from  time to time,  upon the
written request of Secured Party and at the sole expense of Debtor, promptly and
duly execute and deliver any and all such further  instruments and documents and
take such further actions as Secured Party may deem desirable to obtain the full
benefits  of  this  Agreement  and of the  rights  and  powers  herein  granted,
including, without limitation: (i) using its best efforts to secure all consents
and approvals  necessary or appropriate for the assignment to or for the benefit
of Secured  Party of any license or contract  held by Debtor or in which  Debtor
has  any  rights  not  heretofore   assigned;   (ii)  filing  and  financing  or
continuation  statements  under the Code with  respect to the liens and security
interests  granted  hereunder or under any of the other Loan  Documents and take
any other action necessary or desirable with respect to perfection of said liens
and  security  interests;   (iii)  transferring  Collateral  to  Secured  Party'
possession  (if such  Collateral  consists  of  chattel  paper or if a  security
interest in such Collateral can be perfected only by possession, or if otherwise
requested by Secured Party);  and (iv) using its best efforts to obtain waivers,
in form and substance satisfactory to Secured Party, of liens from landlords and
mortgagees.  Debtor  also  hereby  authorizes  Secured  Party  to file  any such
financing  or  continuation  statement  without the  signature  of Debtor to the
extent permitted by applicable law. If any amount payable under or in connection
with any of the Collateral is or shall become evidenced by any instrument,  such
instrument,  other than  checks and notes  received  in the  ordinary  course of
business,  shall be duly  endorse  in a manner  satisfactory  to  Secured  Party
immediately upon Debtor receipt thereof;

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         (k) That  Debtor  will not  change  its  name,  identity  or  corporate
structure in any manner which might make any financing or continuation statement
filed by Secured Party to be seriously misleading, or change the jurisdiction of
its incorporation,  without giving Secured Party at least thirty (30) days prior
written notice thereof and taken such action  necessary or reasonably  requested
by Secured Party to amend such financing statement or continuation statement;

         (l) That Debtor will not use any of the  Collateral in violation of any
applicable law;

         (m) That  Debtor will not permit any  Collateral  to be affixed to real
estate so that it becomes a fixture  according to the law of any jurisdiction in
which the Collateral is located;

         (n) That CASI shall remain a wholly owned subsidiary of CXI; and

         (o) That Debtor will not locate any office outside of the United States
without the written consent of Secured Party.

6. Records Relating to Collateral.
   -------------------------------

         Debtor will keep and maintain complete and accurate records  concerning
the  Collateral,  at its  principal  executive  office as set forth in Exhibit C
annexed  hereto,  or at such other  place(s) of  business  as Secured  Party may
approve in writing.  Debtor will (a)  faithfully  hold and preserve such records
and chattel paper,  (b) permit  representatives  of Secured  Party,  at any time
during normal business hours, upon reasonable notice, (and so long as no default
exists under the Loan Documents  without undue disruption of Debtor'  business),
to examine and inspect the  Collateral  and to make copies and abstracts of such
records and chattel paper at Debtor's sole cost and expense,  and (c) furnish to
Secured Party such  information and reports  regarding the Collateral as Secured
Party may from time to time reasonably request.

7. General Authority.
   ------------------

         (a) In the event that the  Secured  Party shall at any time be required
to take action to defend the Security Interests, or Debtor shall fail to satisfy
its obligations under Section 5(c), 5(e) or 5(f) hereof,  then the Secured Party
shall have the right,  but shall not be  obligated,  to take such steps and make
such payments as may be required in order to effect compliance,  and the Secured
Party shall have the right either to demand and receive immediate  reimbursement
from  Debtor  for all  costs  and  expenses  incurred  by the  Secured  Party in
connection therewith,  and/or to add such costs and expenses to the Obligations;
and

         (b)  Debtor  hereby  irrevocably  appoints  Secured  Party the true and
lawful  attorney  for Debtor,  with full power of  substitution,  in the name of
Debtor,  the  Secured  Party or  otherwise,  for the sole use and benefit of the
Secured  Party,  but at  Debtor'  expense,  to the  extent  permitted  by law to
exercise,  at any time and from time to time during the  continuance of an Event
of Default, any or all of the following powers with respect to any or all of the
Collateral  (which powers shall be in addition and  supplemental  to any powers,
rights and remedies of the Secured Party described herein):

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<PAGE>

         (i) to demand,  sue for, collect,  receive and give acquittance for any
and all monies due or to become due upon or by virtue thereof;

         (ii) to receive, take, endorse,  assign and deliver any and all checks,
notes, drafts, documents and other negotiable and non-negotiable instruments and
chattel paper taken or received by any Secured Party in connection therewith;

         (iii) to settle, compromise,  discharge, extend, compound, prosecute or
defend any action or proceeding with respect thereto;

         (iv) to sell,  transfer,  assign or otherwise  deal in or with same, or
the proceeds or avails thereof,  or the related goods securing the Accounts,  as
fully and effectually as if any Secured Party were the absolute owner thereof;

         (v) to extend the time of payment of any or all thereof and to make any
allowance and other adjustments with reference thereto; and

         (vi) to  discharge  any  taxes,  liens,  security  interests  or  other
encumbrances at any time placed thereon.

         Anything hereinabove contained to the contrary notwithstanding, Secured
Party shall give  Debtor not less than ten (10)  business  days'  prior  written
notice of the time and place of any sale or other intended disposition of any of
the  Collateral,  except any  Collateral  which is  perishable  or  threatens to
decline  speedily  in value  or is of a type  customarily  sold on a  recognized
market.  Secured  Party and Debtor  hereby  agree that such  notice  constitutes
"reasonable notification" within the meaning of Section 9-611 of the Code.

8. Remedies Upon Event of Default.
   -------------------------------

         (a) If any Event of Default  shall  have  occurred  and be  continuing,
then, any Secured Party may exercise all of the rights and remedies of a Secured
Party under the Code  (whether or not the Code is in effect in the  jurisdiction
where such rights and remedies  are  exercised)  and, in  addition,  any Secured
Party may, without being required to give any notice,  except as herein provided
or as may be required by mandatory  provisions  of law,  (a) apply the cash,  if
any, then held by it as Collateral in the manner specified in Section 10 hereof,
and (b) if there shall be no such cash or if such cash shall be  insufficient to
pay all of the Obligations in full, sell the Collateral, or any part thereof, at
public or private sale or at any broker's board or on any  securities  exchange,
for cash, upon credit or for future delivery, and at such price or prices as the
Secured  Party  may deem  satisfactory.  Secured  Party  may  require  Debtor to
assemble  all or any part of the  Collateral  and make it  available  to Secured
Party  at a  place  to be  designated  by  Secured  Party  which  is  reasonably
convenient to Debtor and Secured Party.  Any holder of the Convertible  Note may
be the purchaser of any or all of the Collateral so sold at any public sale (or,
if the Collateral is of a type customarily sold on a recognized  market or is of


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<PAGE>

a type which is the subject of widely distributed standard price quotations,  at
any private sale) and thereafter  hold same,  absolutely  free from any right or
claim of whatsoever kind. Secured Party are authorized,  at any such sale, if it
reasonably  deems same to be advisable,  to restrict the prospective  bidders or
purchasers of any of the  Collateral  which could be subject to federal or state
securities laws to persons who will represent and agree that they are purchasing
for their own account for investment and not with a view to the  distribution or
sale of any of such Collateral. Upon any such sale, Secured Party shall have the
right to deliver, assign and transfer to the purchaser thereof the Collateral so
sold.  Each  purchaser  at any  such  sale  shall  hold the  Collateral  so sold
absolutely,  free  from any claim or right of  whatsoever  kind,  including  any
equity or right of redemption of Debtor.  To the extent permitted by law, Debtor
hereby specifically waives all rights of redemption,  stay or appraisal which it
has or may have  under any rule of law or  statute  now  existing  or  hereafter
adopted.  Secured  Party shall give Debtor not less than thirty (30) days' prior
written notice of its intention to make any such public or private sale or sales
at a broker's  board or on a  securities  exchange.  Such  notice,  in case of a
public sale,  shall state the time and place fixed for such sale, and in case of
sale at a broker's board or on a securities  exchange,  shall state the board or
exchange  at which such sale is to be made and the day on which the  Collateral,
or the portion  thereof being sold, will first be offered for sale at such board
or  exchange.  Any such public  sale shall be held at such time or times  within
ordinary  business hours and at such place or places as Secured Party may fix in
the notice of such sale. At any such sale, the Collateral may be sold in one lot
as an entirety or in separate parcels,  as Secured Party may determine.  Secured
Party shall not be  obligated  to make such sale  pursuant  to any such  notice.
Secured Party may,  without notice or  publication,  except for notice to Debtor
not less than five (5)  business  days prior to the  adjourn  date,  adjourn any
public or private  sale or cause the same to be  adjourned  from time to time by
announcement at the time and place fixed for the sale, and such sale may be made
at any time or place to which the same may be adjourned.  In case of any sale of
all or any  part  of the  Collateral  on  credit  or for  future  delivery,  the
Collateral  so sold may be retained by Secured  Party until the selling price is
paid by the purchaser thereof, but no Secured Party shall incur any liability in
the case of the failure of such  purchaser to take up and pay for the Collateral
so sold and, in case of any such failure, such Collateral may again be sold upon
like  notice.  Secured  Party,  instead of  exercising  the power of sale herein
conferred  upon  it,  may  proceed  by a suit or suits  at law or in  equity  to
foreclose  the  Security  Interests  and sell  the  Collateral,  or any  portion
thereof,  under  a  judgment  or  decree  of a  court  or  courts  of  competent
jurisdiction.

         (b) In  furtherance of the foregoing  powers of Secured  Party,  Debtor
hereby   authorizes  and  appoints  the  Secured  Party,  with  full  powers  of
substitution,  as the true and lawful  attorney-in-fact  of Debtor, in his name,
place and stead,  to take any and all such action as Secured Party,  in its sole
discretion,  may deem necessary or appropriate in furtherance of the exercise of
the aforesaid  powers during the continuance of an Event of Default.  Such power
of attorney shall be coupled with an interest,  and shall be  irrevocable  until
the Notes are fully paid.  Without  limitation of the  foregoing,  such power of
attorney shall not in any manner be affected or impaired by reason of any act of
Debtor or by operation  of law.  Nothing  herein  contained,  however,  shall be
deemed to require or impose any duty upon any Secured  Party to exercise  any of
the rights or powers granted herein.

9. Right of Secured Party to Use and Operate Collateral.
   -----------------------------------------------------

         Upon the occurrence and during the continuance of any Event of Default,
to the extent  permitted by law,  Secured  Party shall have the right and power,
with or without legal process, to enter upon any or all of Debtor's premises, to
take possession of all or any part of the Collateral,  and to exclude Debtor and
all persons claiming under Debtor wholly or partly therefrom,  and thereafter to
sell same in accordance herewith and/or hold, store, and/or use, operate, manage
and control the same.  Upon any such taking of  possession,  Secured  Party may,
from  time  to  time,  at  the  expense  of  Debtor,   make  all  such  repairs,

                                       9
<PAGE>

replacements,  alterations,  additions  and  improvements  to the  Collateral as
Secured Party may deem proper. In such case,  Secured Party shall have the right
to  manage  and  control  the  Collateral  and to carry on the  business  and to
exercise  all rights and  powers of Debtor in respect  thereof as Secured  Party
shall deem proper, including the right to enter into any and all such agreements
with  respect to the leasing  and/or  operation  of the  Collateral  or any part
thereof as Secured  Party may see fit;  and  Secured  Party shall be entitled to
collect and receive all rents, issues,  profits, fees, revenues and other income
of the same and every part thereof. Such rents, issues,  profits, fees, revenues
and other income  shall be applied to pay the expenses of holding and  operating
the Collateral and of conducting the business  thereof,  and of all maintenance,
repairs, replacements,  alterations, additions and improvements, and to make all
payments  which any Secured  Party may be required or may elect to make, if any,
for taxes,  assessments,  insurance and other charges upon the Collateral or any
part thereof,  and all other payments which any Secured Party may be required or
authorized to make under any provision of this Agreement  (including legal costs
and reasonable  attorneys' fees). The remainder of such rents, issues,  profits,
fees,  revenues and other income shall be applied in accordance  with Section 10
below,  and,  unless  otherwise  provided  or  required  by law or by a court of
competent  jurisdiction,  any  surplus  shall be paid  over to  Debtor.  For the
purpose of enabling  the Secured  Party to exercise  rights and  remedies  under
Section 9 hereof at such time as the Secured Party shall be lawfully entitled to
exercise such rights and remedies,  Debtor hereby grants to the Secured Party an
irrevocable,  non-exclusive  license  (exercisable without payment of royalty or
other  compensation  to  Debtor)  to  use,  license  or  sublicense  any  of the
Collateral  consisting  of  copyrights,  patents,  trademarks or any licenses of
copyrights,  patents or trademarks,  now owned or hereafter  acquired by Debtor,
and wherever the same may be located,  and including in such license  reasonable
access to all  media in which  any of the  licensed  items  may be  recorded  or
stored. The use of such license by the Secured Party shall be exercised,  at the
option of the Secured Party for any purpose  appropriate in connection  with the
exercise  of  remedies  hereunder,  only  upon the  occurrence  and  during  the
continuance  of an Event of Default,  provided  that any license,  sublicense or
other transaction entered into by the Secured Party in accordance herewith shall
be  binding  upon  Debtor  notwithstanding  any  subsequent  cure of an Event of
Default.  The Secured  Party agrees to apply the net proceeds  received from any
license as provided in Section 10 hereof.

10. Application of Collateral and Proceeds.
    ---------------------------------------

         The proceeds of any sale of, or other realization upon, all or any part
of the Collateral shall be applied in the following order of priorities:

         (a) first, to pay the expenses of such sale or other  realization,  and
all  expenses,  liabilities  and  advances  incurred  or made by or on behalf of
Secured Party in connection  therewith,  and any other unreimbursed expenses for
which Secured Party is to be reimbursed pursuant to Sections 7 and 11 hereof;

         (b) second,  to the payment of the Obligations then outstanding in such
order or manner as Secured Party, in its sole discretion, shall determine; and

         (c) finally,  to pay to Debtor,  or its successors or assigns,  or as a
court of competent jurisdiction may direct, any surplus then remaining from such
proceeds.

                                       10
<PAGE>

11. Expenses; Secured Party Lien.
    -----------------------------

         Debtor will, forthwith upon demand, pay to Secured Party:

         (a) the amount of any taxes or other  charges  which the Secured  Party
have been  required to pay,  under  operation  of law, by reason of the Security
Interests  (including  any  applicable  transfer  taxes)  or to free  any of the
Collateral from any lien thereon; and

         (b)  the  amount  of any  and all  reasonable  out-of-pocket  expenses,
including  the  reasonable  fees and  disbursements  of its  counsel  and of any
Secured Party not regularly in its employ,  which any Secured Party may incur in
connection  with (i) the  collection,  sale or other  disposition  of any of the
Collateral,  (ii)  the  exercise  by any  Secured  Party  of  any of the  powers
conferred  upon  it  hereunder,  and/or  (iii)  any  default  on  Debtor's  part
hereunder.

12. Termination of Security Interests; Release of Collateral.
    ---------------------------------------------------------

         Upon the indefeasible payment in full of all Obligations,  the Security
Interests  shall  terminate  and all rights in the  Collateral  shall  revert to
Debtor.  Upon any such  termination  of the  Security  Interests  or  release of
Collateral,  Secured  Party will,  at Debtor's  expense,  execute and deliver to
Debtor  such  documents  as Debtor  shall  reasonably  request to  evidence  the
termination of the Security Interests or the release of such Collateral,  as the
case may be.

13. Communications and Notices.
    ---------------------------

         Except as otherwise  specifically  provided herein,  all communications
and notices provided for in this Agreement shall be sent by facsimile:

To the Secured Party at:

                  The Shaar Fund Ltd.
                  c/o Maarten Robberts
                  SS&C Fund Services N.V.
                  Pareraweg 45
                  Curacao, Netherlands Antilles
                  Phone: (599-9) 434-3562
                  Fax: (599-9) 434-3560

                  with copies to:

                  Meltzer, Lippe, Goldstein & Breitstone, LLP
                  Attn:  Ira Halperin, Esq.
                  190 Willis Avenue
                  Mineola, NY 11501
                  Phone: (516) 747-0300
                  Fax: (516) 747-0653

                  and:

                  Levinson Capital Management
                  350 Fifth Avenue, Suite 2210
                  New York, NY 10018
                  Attention: Samuel D. Levinson
                  (212) 244-3576
                  (212) 395-0059

                                       11
<PAGE>

To the Debtor at:

                  Commodore Applied Technologies, Inc.
                  Attn: James DeAngelis
                  Chief Financial Officer
                  150 East 58th Street
                  Suite 3238
                  New York, New York 10155
                  Phone: 212-308-5800
                  Fax: (212) 753-0731

         Notices sent by facsimile shall be deemed  received upon delivery.  The
Debtor  and the  Secured  Party may from time to time  change  their  respective
addresses,  for  purposes  of this  Section  13, by written  notice to the other
parties;  provided,  however, that notice of such change shall be effective only
upon receipt.


14. Waivers; Non-Exclusive Remedies.
    --------------------------------

         No failure on the part of any Secured  Party to exercise,  and no delay
in  exercising,  and no course of dealing with  respect to, any right,  power or
remedy under this  Agreement  shall operate as a waiver  thereof;  nor shall any
single or partial  exercise by any Secured  Party of any right,  power or remedy
under this Agreement  preclude any exercise of any other right, power or remedy.
The remedies in this Agreement are cumulative and are not exclusive of any other
remedies provided by law, in equity or otherwise.

15. Changes in Writing.
    -------------------

         Neither this Agreement nor any provision hereof may be changed, waived,
discharged or terminated orally but only by a statement in writing signed by the
party against which enforcement of the change, waiver,  discharge or termination
is sought.

16. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.
    -------------------------------------------------------------

         (a)  This  Agreement  shall  (irrespective  of  where  it is  executed,
delivered and/or  performed) be governed by and construed in accordance with the
laws of the State of New York (without  giving effect to principles of conflicts
of law), except as otherwise required by mandatory  provisions of law and except
to the extent  that  remedies  provided  by the laws of any State other than New
York are governed by the laws of said State.

         (b) For the purposes of any suit,  action or proceeding  involving this
Agreement,  the Debtor and the Secured Party hereby  expressly  submit itself to
the  jurisdiction  of the  state  courts  of the  State  of New  York and to the
jurisdiction  of the United States District Court for the State of New York, and
consent that any order, process,  notice of motion or other application to or by
any such court or a judge  thereof may be served  within or without such court's
jurisdiction  by  certified  mail  or  by  personal  service,  provided  that  a
reasonable time for appearance is allowed,  and the Debtor and the Secured Party
agree that such  court  shall have  exclusive  jurisdiction  over any such suit,

                                       12
<PAGE>

action or proceeding commenced by either or both of said parties. The Debtor and
the Secured  Party hereby  irrevocably  waive any  objection  that it may now or
hereafter have to the laying of venue of any suit, action or proceeding  arising
out of or relating to this Note  brought in the state courts of the State of New
York or in the United States District Court for the State of New York and hereby
further  irrevocably  waive any claim that any such suit,  action or  proceeding
brought in any such court has been brought in an inconvenient forum.

         THE DEBTOR  HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION
OR  PROCEEDING,  AND  CONSENTS  THAT THE  SECURED  PARTY MAY FILE A COPY OF THIS
AGREEMENT WITH ANY COURT AS WRITTEN  EVIDENCE OF THE CONSENT OF THE PARTY HERETO
WITH RESPECT TO JURISDICTION AND THE WAIVER OF THE RIGHT TO TRIAL BY JURY.

17. Severability.
    -------------

         If any  provision  hereof  is  held  invalid  or  unenforceable  in any
jurisdiction,  such  provision  shall  (for  purposes  of  enforcement  in  such
jurisdiction  only) be reduced in scope and  effect to the extent  necessary  to
render same  enforceable,  and the other provisions  hereof shall remain in full
force and effect in such jurisdiction.

18. Headings.
    ---------

         The captions and Section headings in this Agreement are for convenience
of  reference  only,  and shall not limit or  otherwise  affect  the  meaning or
interpretation of any provision hereof.

19. Assignment.
    -----------

         This  Agreement may not be assigned by Debtor without  Secured  Party's
prior  written  consent,  but shall  otherwise  be binding upon and inure to the
benefit  of  the  Party   hereto   and  their   respective   heirs,   executors,
administrators, personal representatives, successors and assigns.

20. Counterparts; Fax Signatures.
    -----------------------------

         This  Agreement  may  be  executed  simultaneously  in  any  number  of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together  shall   constitute  one  and  the  same  instrument  when  instruments
originally  executed  by each party  shall  have been  received  by Debtor.  Any
signature delivered via facsimile transmission shall be deemed to be an original
signature hereto.

         21. All  obligations of CXI and CASI hereunder are joint and several in
all respects.

         22. It is expressly  understood and agreed that, to the extent the Code
is revised  after the date hereof such that the  definition  of any of the terms
included in the  description  or  definition of the  Collateral is changed,  the
parties  hereto  desire that any  property  which is  included  in such  changed

                                       13
<PAGE>

definitions,  but which would not otherwise be included in the security interest
on the date hereof,  nevertheless be included in the security  interest upon the
effective  date of such  revision.  Notwithstanding  the  immediately  preceding
sentence, the Security Interest granted hereby was intended to apply on June 13,
2001 to all of the Collateral to the fullest extent permitted by applicable law,
regardless of whether any particular  item of the Collateral was then subject to
the Code.


                            [SIGNATURE PAGE FOLLOWS]



                                       14
<PAGE>

         IN WITNESS  WHEREOF,  this  Agreement  has been executed by the Parties
hereto as of the date first set forth above.

                                 COMMODORE APPLIED TECHNOLOGIES, INC.


                                 By: /s/ James M. DeAngelis
                                    -----------------------
                                 Name:  James M. DeAngelis
                                 Title: Chief Financial Officer


                                 COMMODORE ADVANCED SCIENCES,  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


                                       15
<PAGE>



STATE OF RHODE ISLAND                                )
                                                     )  ss.:
COUNTY OF NEWPORT                                    )


         On this 9th day of April, 2005, before me, the undersigned,  personally
appeared  James M.  DeAngelis,  Chief  Financial  Officer of  Commodore  Applied
Technologies,  Inc.,  personally  known to me or  proved  to me on the  basis of
satisfactory  evidence  to be the  individual  whose name is  subscribed  to the
within  instrument  and  acknowledged  to me that he  executed  the  same in his
capacity,  and that by his signature on the instrument,  the individual,  or the
person upon behalf of which the individual acted, executed the instrument.



                                 /s/ Elena Perkins - Bank of America
                                 -----------------------------------
                                 Notary Public


STATE OF RHODE ISLAND                                )
                                                     ) ss.:
COUNTY OF NEWPORT                                    )


         On this 9th day of April, 2005, before me, the undersigned,  personally
appeared  James M.  DeAngelis,  Chief  Financial  Officer of Commodore  Advanced
Sciences,  Inc.,  personally  known  to me or  proved  to me  on  the  basis  of
satisfactory  evidence  to be the  individual  whose name is  subscribed  to the
within  instrument  and  acknowledged  to me that he  executed  the  same in his
capacity,  and that by his signature on the instrument,  the individual,  or the
person upon behalf of which the individual acted, executed the instrument.



                                 /s/ Elena Perkins - Bank of America
                                 -----------------------------------
                                 Notary Public



                                       16
<PAGE>


                                    EXHIBIT A

                              TO SECURITY AGREEMENT

                                   COLLATERAL

                                    EQUIPMENT
                                    ---------

                        Commodore Advanced Sciences, Inc.
                       S-10 - Mixed Waste Processing Unit
                        LOCATION ALBUQUERQUE, NEW MEXICO






      Description of Component           Manufacturer of Component
Treatment Cell Skid
                     Cell, Drive Motor  Eirich Machines
                               Tankage  Applied Reactor, J-Weld
                                 Seals  Eirich Machines
                         Trace Heating  Chromaloz
                        Small Valves &  Denver Valve; Pipe Valves, SciotoValve,
                                        McStay, Simco
                              Fittings
                            Load Cells  Sensotec

Soil Feed
                              Screener  Carman Industries
                        Screw Conveyor  Amer. Bulk Conveyor

Sodium Supply System                    Springs Fabrication
Boiler System                           Ware

Control System                          River Consulting, GEFCO
Ammonia Recovery                        Sutton
Instrumentation
Auxiliary Skid                          Stokes, Tigg, Stoermer, Habegger,
                                        Mueller
System Engineering                      Veridian Technologies




                                       17
<PAGE>

                        Commodore Advanced Sciences, Inc.
                       SL-2 - Mixed Waste Processing Unit
           LOCATION ENVIROCARE of UTAH moving to RICHLAND, WASHINGTON

                Item                                    Vendor

Reactor Vessel
        56 gallon Pressure vessel                       Eirich
        Flanged 20" diameter inlet                      Eirich
        Drive Motor and var. speed transmission         Eirich
        Flanged 8" diameter outlet                      Eirich

Compressor
        Blackmer 7.5 horse                              Blackmer
        Corchen 15 HP                                   Corchen
        Pressure Relief Valves (2)                      Chromac
        Electrical Control Panels                       Cochran Electric
        Heat Exchanger                                  Used

Scrubber
        2-Stack Packed Columns                          Limbach Plumbing
        Pump (centrifugal)                              Waterby
        Piping (PVC)                                    Pipe Valves
        Electrical Controls                             Cochran Electric
        Manifold Piping                                 CXI

Electrical Controls
        Electrical Panels and Switches                  Cochran Electric

Boiler  Nelson HD Industrial Hot Water System

Ammonia Recovery
        Bonn Packaged Condenser

Skid
        Box Frame Mounting Chassis                      Sliger & Sons



                                       18
<PAGE>

                        Commodore Advanced Sciences, Inc.
                        S-4 - Mixed Waste Processing Unit
                        LOCATION ALBUQUERQUE, NEW MEXICO


                Item                                    Vendor

Reactor Vessel
        400 gallon Pressure vessel                      WSF Industries
        Hinged 3' diameter door with code lock          WSF Industries
        Rotary Bearing ROTEC                            WSF Industries
        Rotary Chain Drive DODGE                        WSF Industries
        Trunion Mounting Bearing DODGE                  WSF Industries
        Tilt drive System DODGE                         WSF Industries

Reactor Attachments
        Sight Gauges (3)                                EEP
        Immersion Heater                                Chromalox
        Pressure Relief Valves                          Chromac
        Ball Valves                                     Neles Jamesbury
        Hose Quick Disconnects                          Drylock
        Hydraulic Power Supply                          Vickers
        Hydraulic Control and Drive System              Vickers

System Control Manifold
        Valves (16) ball valves                         Neles Jamesbury
        Piping Assembly Parts                           Pipe Valves
        Piping Assembly Labor                           Limbach
        Hydrostatic Relief Valves (8)                   Tanner Industries

Storage Tank #1
        600 Gallon Steel Vessel                         WSF
        Pressure Relief Valves (2)                      WSF
        Cooling Coils (2)                               WSF
        Clean-out Port                                  WSF
        Catch Tank Dike                                 WSF
        Pressure Gauges (1)                             WSF
        Temperature Gauge (1)                           WSF
        Level Gauge (1)                                 WSF

Flow Control
        Flow Control Gauges (2)                         Spirax

Electrical Controls
        Electrical Panels and Switches                  Cochran Electric

Hoses
        Ammonia Pressure Hoses                          Summers Rubber

Steam Heating
        Jacket Steam Vessel                             Springs Fabricating
        Flange Mount for Mixer (top)                    Springs Fabricating

                                       19
<PAGE>



                             Miscellaneous Equipment
                             -----------------------


                        LOCATION ALBUQUERQUE, NEW MEXICO


         All miscellaneous  equipment and supplies in any way related to or used
for the  commercialization  of the Debtor's Solvated Electron Technology ("SET")
Process  and  all  additions  to any of the  foregoing  items  and  any  and all
replacements, proceeds including insurance proceeds and products thereof.


                         End of Miscellaneous Equipment.



                                       20
<PAGE>
<TABLE>
<CAPTION>


                         PATENTS AND PATENT APPLICATIONS
                      COMMODORE APPLIED TECHNOLOGIES, INC.
                              PATENT PORTFOLIO
                               (March 3, 2005)
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
   Case     Country                             Title                 Filed        Issued      Patent No./           Pending/
   Number                                                                                      Serial No.             Action
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
<S>         <C>            <C>                                        <C>         <C>          <C>               <C>
SPP:103 US  United States  PROCESSES FOR DECONTAMINATING POLLUTED     03/30/1987  08/01/1989   4,853,040         Maintenance
                           SUBSTRATES                                                                            fees paid-
                                                                                                                 Expires  8/01/06
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
SPP:104 US  United States  EXPANDED "SET" PROCESSES                   07/27/1989  05/05/1992   5,110,364         Expires 7/27/09
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
SPP:111 EA  Eurasia        DESTRUCTION OF CHEMICAL WARFARE AGENTS     06/08/1998  10/10/1996   000631
            (Russia)       (CHEM DEMIL)
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
SPP:111 KW  Kuwait                      "                     "       11/02/1996               PA 134/96         Pending
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
SPP:111 LY  Libya                       "                     "       11/07/1996               428/96            Pending
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
SPP:111 SA  Saudi Arabia                "                     "       11/27/1996               96 17 0460        Pending
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
SPP:111 US  United States               "                     "       04/16/1998  12/07/1999   5,998,691
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
SPP:112 PK  Pakistan                    "                     "       12/11/1997  12/11/1997   136,129
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
SPP:112 US  United States               "                     "       06/10/1999  09/19/2000   6,121,506
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
SPP:114 CA  Canada         METHOD FOR REMEDIATING SITES CONTAMINATED  02/10/2000  08/24/2004   2,362,469
                           WITH TOXIC WASTE (IMPROVED SET PROCESS)
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
SPP:114 EP  Europe                      "                     "       02/10/2000               00 921 323.2      Pending
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
SPP:114 IL  Israel                      "                     "       08/09/2001               144,825           Pending
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
SPP:114 JP  Japan                       "                     "       08/13/2001               2000-599038       Pending
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
SPP:114 MX  Mexico                      "                     "       08/07/2001               PA/a/2001007958   Pending
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
SPP:114 US  United States               "                     "       02/11/1999  04/11/2000   6,049,021
----------- -------------- ------------------------------------------ ----------- ------------ ----------------- ------------------
</TABLE>


                                       21
<PAGE>

<TABLE>
<CAPTION>


------------------------------------------------------------------------------------------------------------------------------------
Case Number       Country                              Title                       Filed       Issued      Patent No./      Pending/
                                                                                                            Serial No.       Action
------------- ---------------- ------------------------------------------------ ------------------------ ---------------------------
<S>           <C>              <C>                                              <C>          <C>          <C>
SPP:115 US    United States    METHOD FOR OXIDIZING ORGANOPHOSPHORUS COMPOUNDS  05/27/2003                6,570,048
                               (PEROXYSULFATES)
------------- ---------------- ------------------------------------------------ ------------------------ ---------------------------
SPP:119 US    United States    DEACTIVATION  OF METAL  LIQUID  COOLANTS         04/04/2000   01/16/2001   6,175,051
                               USED IN NUCLEAR REACTOR SYSTEMS
------------- ---------------- ------------------------------------------------ ------------------------ ---------------------------
</TABLE>




                 End of Description of Collateral and Exhibit A
                 ----------------------------------------------

                                       22
<PAGE>

                                    EXHIBIT B

                              AMENDED AND RESTATED
                          PATENT COLLATERAL ASSIGNMENT

         This  Amended  and  Restated   Patent   Collateral   Assignment   (this
"Agreement")  is made  this ___ day of April,  2005,  by and  between  COMMODORE
APPLIED  TECHNOLOGIES,  INC.  ("Assignor"),  which maintains an address at Suite
3238,  150 East 58th  Street,  New  York,  New York;  and THE SHAAR  FUND,  LTD.
("Secured  Party"),  which  maintains an address at c/o SS&C Fund Services N.V.,
Pareraweg 45, Curacao, Netherlands Antilles.

                                BACKGROUND FACTS

         Assignor has executed and delivered a 10% Convertible Secured Note (the
"Note") to the Secured Party in the aggregate  principal  amount of Four Million
Six Hundred  Thousand Seven Hundred  Thirty-Three  ($4,600,733)  Dollars and has
entered into an Amended and Restated Security  Agreement,  of even date herewith
("Security  Agreement"),  with the Secured Party. In order to induce the Secured
Party to execute  and deliver the  Security  Agreement  and to make the loan and
future  advances under the Note,  Assignor has agreed,  inter alia, to assign to
Secured Party certain patent rights.

         NOW,  THEREFORE,  in  consideration  of the premises,  Assignor  hereby
agrees with Secured Party as follows:

         1. To secure the complete and timely  satisfaction  of all  Obligations
(as defined in the Security  Agreement),  Assignor  hereby  grants,  assigns and
conveys to Secured  Party the entire  right,  title and  interest  in and to the
patent  applications and patents listed in Schedule A hereto,  including without
limitation all proceeds thereof (such as, by way of example,  license  royalties
and  proceeds of  infringement  suits),  the right to sue for past,  present and
future infringements,  all rights corresponding thereto throughout the world and
all   reissues,    divisions,    continuations,    renewals,    extensions   and
continuations-in-part thereof (collectively, the "Patents").

         2. Assignor represents, warrants and covenants that:

         (a) The Patents are  subsisting  and have not been adjudged  invalid or
unenforceable, in whole or in part and such Patents represent all of the Patents
owned by Assignor;

         (b) To the best of Assignor's  knowledge,  each of the Patents that has
been issued is valid and enforceable;

         (c)  Assignor  is the  sole  and  exclusive  owner  of the  entire  and
unencumbered  right, title and interest in and to each of the Patents,  free and
clear of any liens,  charges  and  encumbrances,  including  without  limitation
pledges, assignments, licenses, shop rights and covenants by Assignor not to sue
third persons; and

                                       23
<PAGE>

         (d) Assignor has the unqualified right to enter into this Agreement and
perform its terms.

         3. Assignor  agrees that until all of the  Obligations  shall have been
satisfied in full, it will not enter into any agreement (for example,  a license
agreement)  which  is  inconsistent  with  Assignor's   obligations  under  this
Agreement, without Secured Party's prior written consent.

         4. If,  before  the  Obligations  shall  have been  satisfied  in full,
Assignor  shall  obtain  rights  to any new  patentable  inventions,  or  become
entitled to the  benefit of any patent  application  or patent for any  reissue,
division, continuation, renewal, extension or continuation-in-part of any Patent
or  any  improvement  on  any  Patent,  the  provisions  of  paragraph  1  shall
automatically  apply  thereto and  Assignor  shall give to Secured  Party prompt
notice thereof in writing hereof.

         5.  Assignor  authorizes  Secured  Party to modify  this  Agreement  by
amending Schedule A to include any future patents and patent  applications which
are Patents under  paragraph 1 or paragraph 4 hereof.  Secured Party  authorizes
Assignor  to abandon any of the Patents  if, in  Assignor's  sole and  exclusive
determination,  such Patent is not commercially viable. Provided,  however, that
Assignor  shall give Secured Party not less than thirty (30) days written notice
of its intention to abandon any such Patent  whereupon  Secured Party may assume
the unconditional ownership of such Patent at its sole cost and expense.

         6. Unless and until  there shall have  occurred  and be  continuing  an
Event of Default  (as  defined in either  the Note or the  Security  Agreement),
Secured Party hereby grants to Assignor the exclusive, nontransferable right and
license under the Patents to make, have made for it, use, sell and have sold the
inventions  disclosed and claimed in the Patents for  Assignor's own benefit and
account and for none other.  Assignor  agrees not to sell or assign its interest
in, or grant any  sublicense  under,  the  license  granted to  Assignor in this
paragraph 6, without the prior written  consent of Secured Party,  which consent
shall not be unreasonably withheld.

         7. If any Event of Default shall have occurred and be  continuing,  and
in  addition  to and not in lieu of any  rights or  remedies  granted to Secured
Party in the event of default as set forth in the Security  Agreement,  which is
deemed  incorporated  herein by reference and which such rights and remedies may
be exercised  cumulatively  by Secured Party,  the Secured Party may transfer or
assign  Assignor's  license  under the Patents as set forth in paragraph 6, upon
thirty (30) days written  notice to Assignor,  and Secured  Party shall have, in
addition to all other  rights and  remedies  given it by this  Agreement,  those
allowed by law and the rights and remedies of a secured  party under the Uniform

                                       24
<PAGE>

Commercial  Code as  enacted in any  jurisdiction  in which the  Patents  may be
located and, without limiting the generality of the foregoing, the Secured Party
may immediately,  without demand of performance and without other notice (except
as set forth below) or demand  whatsoever  to Assignor,  all of which are hereby
expressly waived, and without  advertisement,  sell at public or private sale or
otherwise  realize upon, in New York, New York, or elsewhere,  the whole or from
time to time any part of the  Patents,  or any  interest  which the Assignor may
have therein, and after deducting from the proceeds of sale or other disposition
of the Patents all expenses (including all reasonable expenses for brokers' fees
and legal services), shall apply the residue of such proceeds toward the payment
of the  Obligations.  Any remainder of the proceeds after payment in full of the
Obligations  shall be paid  over to the  Assignor.  Notice  of any sale or other
disposition  of the Patents shall be given to Assignor at least twenty (20) days
before the time of any intended  public or private sale or other  disposition of
the Patents is to be made,  which  Assignor  hereby  agrees shall be  reasonable
notice of such sale or other disposition. At any such sale or other disposition,
Secured Party may, to the extent  permissible under applicable law, purchase the
whole or any part of the Patents sold,  free from any right of redemption on the
part of Assignor, which right is hereby waived and released.

         8. If any Event of  Default  shall  have  occurred  and be  continuing,
Assignor hereby  authorizes and empowers  Secured Party to make,  constitute and
appoint any officer or agent of Secured  Party,  as Secured  Party may select in
its exclusive discretion,  as Assignor's true and lawful attorney-in-fact,  with
the power to endorse Assignor's name on all applications,  documents, papers and
instruments necessary for Secured Party to use the Patents, or to grant or issue
any exclusive or nonexclusive  license under the Patents to any third person, or
necessary  for Secured  Party to assign,  pledge,  convey or otherwise  transfer
title in or dispose of the Patents to any third person. Assignor hereby ratifies
all that such attorney  shall  lawfully do or cause to be done by virtue hereof.
This power of attorney shall be irrevocable for the life of this Agreement.

         9. At  such  time  as  Assignor  shall  completely  satisfy  all of the
Obligations,  this Agreement shall terminate and Secured Party shall execute and
deliver to  Assignor  all deeds,  assignments  and other  instruments  as may be
necessary or proper to re-vest in Assignor full title to the Patents, subject to
any  disposition  thereof  which may have been made by  Secured  Party  pursuant
hereto.

         10. Any and all fees,  costs and expenses,  of whatever kind or nature,
including the reasonable  attorney's fees and legal expenses incurred by Secured
Party in  connection  with  the  preparation  of this  Agreement  and all  other
documents  relating hereto and the consummation of this transaction,  the filing
or recording of any documents  (including all taxes in connection  therewith) in
public offices, the payment or discharge of any taxes, counsel fees, maintenance
fees,  encumbrances  or otherwise  protecting,  maintaining  or  preserving  the
Patents,  shall be borne and paid by  Assignor  on demand by  Secured  Party and
until so paid  shall be added to the  principal  amount of the  Obligations  and
shall bear interest at the highest rate prescribed in the Note.

         11. Subject to Assignor's rights to voluntarily  abandon any Patent, as
set forth in Section 5 hereof,  Assignor  shall have the duty,  through  counsel
reasonably  acceptable  to Secured  Party,  to prosecute  diligently  any patent
applications  of the  Patents  pending  as of the  date  of  this  Agreement  or

                                       25
<PAGE>

thereafter  until the  Obligations  shall have been paid in full to preserve and
maintain all rights in patent applications and patents of the Patents, including
without limitation the payment of all maintenance fees. Any expenses incurred in
connection with such an application shall be borne by Assignor.

         12.  Assignor shall have the right,  with the consent of Secured Party,
which shall not be unreasonably  withheld, to bring suit in its own name, and to
join Secured  Party,  if  necessary,  as a party to such suit so long as Secured
Party  is  satisfied  that  such  joinder  will  not  subject  it to any risk of
liability,  to enforce the Patents and any licenses  thereunder.  Assignor shall
promptly,  upon demand,  reimburse and indemnify  Secured Party for all damages,
costs and expenses,  including legal fees, incurred by Secured Party pursuant to
this Agreement and the Security Agreement.

         13 No course of dealing  between  Assignor and Secured  Party,  nor any
failure to exercise, nor any delay in exercising,  on the part of Secured Party,
any right,  power or privilege  hereunder or under the Security  Agreement shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
right, power or privilege  hereunder or thereunder preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.

         14. All of Secured  Party's  rights and  remedies  with  respect to the
Patents,  whether  established  hereby or by the Security  Agreement,  or by any
other  agreements or by law shall be cumulative and may be exercised  singularly
or concurrently.

         15. The provisions of this  Agreement are severable,  and if any clause
or provision shall be held invalid and  unenforceable in whole or in part in any
jurisdiction,  then such invalidity or  unenforceability  shall affect only such
clause or provision, or part thereof, in such jurisdiction, and shall not in any
manner affect such clause or provision in any other jurisdiction,  or any clause
or provision of this Agreement in any jurisdiction.

         16. This Agreement is subject to modification only by a writing signed
by the parties, except as provided in paragraph 5.

         17. The  benefits  and  burdens of this  Agreement  shall  inure to the
benefit of and be binding upon the respective  successors and permitted  assigns
of the parties.

         18. The validity and  interpretation  of this  Agreement and the rights
and obligations of the parties shall be governed by the laws of the State of New
York.


              (THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)



                                       26
<PAGE>

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


                                 ASSIGNOR:

                                 COMMODORE APPLIED
                                 TECHNOLOGIES, INC.


                                 By: /s/ James M. DeAngelis
                                 --------------------------
                                 James M. DeAngelis
                                 Chief Financial Officer

                                 SECURED PARTY:

                                 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


STATE OF RHODE ISLAND      )
                           ) SS:
COUNTY OF NEWPORT          )

         On this 9th day of April,  2005,  before me, a Notary Public in and for
the jurisdiction aforesaid, personally appeared James M. DeAngelis, to me known,
who being by me duly  sworn,  did depose and say that he is the Chief  Financial
Officer of Commodore Applied Technologies,  Inc., and that he is duly authorized
to execute same; and that he subscribed,  swore to and  acknowledged the same in
his capacity as such officer and as the  authorized  and binding act and deed of
said corporation.

                                 /s/ Elena Perkins - Bank of America
                                 -----------------------------------
                                 Notary Public



                                       27
<PAGE>


                         PATENTS AND PATENT APPLICATIONS
                      COMMODORE APPLIED TECHNOLOGIES, INC.
                                PATENT PORTFOLIO
                                (March 22, 2005)

<TABLE>
<CAPTION>


------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
   Case       Country                               Title               Filed          Issued        Patent No./         Pending/
  Number                                                                                             Serial No.           Action
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
<S>           <C>              <C>                                      <C>           <C>            <C>             <C>
SPP:103 US    United States    PROCESSES FOR DECONTAMINATING POLLUTED   03/30/1987    08/01/1989     4,853,040       Maintenance
                               SUBSTRATES                                                                            fees paid-
                                                                                                                     Expires 8/01/06
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
SPP:104 US    United States    EXPANDED "SET" PROCESSES                 07/27/1989    05/05/1992     5,110,364       Expires 7/27/09
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
SPP:111 EA    Eurasia          DESTRUCTION OF CHEMICAL WARFARE AGENTS   06/08/1998    10/10/1996     000631
              (Russia)         (CHEM DEMIL)
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
SPP:111 KW    Kuwait                        "                  "        11/02/1996                   PA 134/96       Pending
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
SPP:111 LY    Libya                         "                  "        11/07/1996                   428/96          Pending
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
SPP:111 SA    Saudi Arabia                  "                  "        11/27/1996                   96 17 0460      Pending
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
SPP:111 US    United States                 "                  "        04/16/1998    12/07/1999     5,998,691
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
SPP:112 PK    Pakistan                      "                  "        12/11/1997    12/11/1997     136,129
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
SPP:112 US    United States                 "                  "        06/10/1999    09/19/2000     6,121,506
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
SPP:114 CA    Canada           METHOD FOR REMEDIATING SITES             02/10/2000    08/24/2004     2,362,469
                               CONTAMINATED WITH TOXIC WASTE
                               (IMPROVED SET PROCESS)
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
SPP:114 EP    Europe                        "                  "        02/10/2000                   00 921 323.2    Pending
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
SPP:114 IL    Israel                        "                  "        08/09/2001                   144,825         Pending
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
SPP:114 JP    Japan                         "                  "        08/13/2001                   2000-599038     Pending
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
SPP:114 MX    Mexico                        "                  "        08/07/2001                   PA/a/2001007958 Pending
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
SPP:114 US    United States                 "                  "        02/11/1999    04/11/2000     6,049,021
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------

</TABLE>

                                       28
<PAGE>

<TABLE>
<CAPTION>


------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
   Case       Country                               Title               Filed          Issued        Patent No./         Pending/
  Number                                                                                             Serial No.           Action
------------- ---------------- ---------------------------------------- ------------- -------------- --------------- ---------------
<S>           <C>              <C>                                      <C>           <C>            <C>               <C>
SPP:115 US    United States    METHOD FOR OXIDIZING ORGANOPHOSPHORUS    05/27/2003                   6,570,048
                               COMPOUNDS (PEROXYSULFATES)
------------- ----------------------------------------------------------------------- ------------------------------- ----------
SPP:119 US    United States    DEACTIVATION OF METAL LIQUID COOLANTS    04/04/2000    01/16/2001     6,175,051
                               USED IN NUCLEAR REACTOR SYSTEMS
------------- ----------------------------------------------------------------------- ------------------------------- ----------
</TABLE>




                 End of Description of Collateral and Exhibit A.
                 -----------------------------------------------






                                       29
<PAGE>

                                    EXHIBIT C
                                    -------

                              TO SECURITY AGREEMENT
                              ---------------------

             Additional Information, Representations and Warranties
             ------------------------------------------------------


(1)      The exact name of CXI is Commodore Applied  Technologies,  Inc. and the
         exact name of CASI is Commodore Advanced Sciences, Inc.

(2)      Debtor owns and uses the following trade names:

         [        NONE                      ]

(3)      CXI is duly organized,  validly existing and in good standing under the
         laws of the State of Delaware.

(4)      CASI is duly organized, validly existing and in good standing under the
         laws of the State of New Mexico.

(5)      The  principal  executive  office of CXI is located  either at 150 East
         58th Street,  Suite 3238,  New York, New York 10155 or at 2121 Jamieson
         Avenue, Unit 308, Alexandria,  Virginia 22314 and the books and records
         pertaining  to CXI's  Collateral  are located at 150 East 58th  Street,
         Suite 3238, New York, New York 10155. The principal executive office of
         CASI is located at 507 Knight Street,  Suite B, Richland,  WA 99352 and
         the books and records  pertaining to CASI's  Collateral  are located at
         507 Knight Street,  Suite B, Richland,  WA 99352. The equipment of CASI
         and CXI is located at 2445 Ridge Crest Drive,  Albuquerque,  New Mexico
         87108 and at a facility in Clive, Utah

(6)      Currently, Debtor is not required, by the nature of its business or the
         location of its property or assets, to be qualified to do business as a
         foreign corporation in any jurisdiction.

(7)      Debtor has no place of business other than those  disclosed in Item (5)
         above.

(8)      Debtor does not own or have interests in personal  property  located at
         places other than that disclosed in item (5) above.

(9)      Debtor  does not own  property  consisting  of  leasehold  improvements
         and/or fixtures only at the location specified in item (5) above.

                                End of Exhibit C





                                       30