Exhibit 10.146
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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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March 10, 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  E  Convertible
         Preferred  Stock  entered into as of November  04,  1999,  by Commodore
         Applied Technologies,  Inc., and the Shaar Fund, Ltd. (the "Certificate
         of  Designation  Series E") in connection  with the issuance of 335,000
         shares of the Company's Series E Convertible Preferred Stock, par value
         $0.001  per share and  liquidation  preference  of $10.00  per share on
         November  4,  1999  (the  "Issue  Date")  (collectively  the  "Series E
         Preferred").

Dear Mr. Levinson:

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

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

                        Section 6.8 Mandatory Conversion

         On the 66th (sixty-sixth)  calendar month anniversary of the Issue Date
("Mandatory  Conversion  Date"),  the  Corporation  shall  convert  all Series E
Preferred Stock  outstanding at the Conversion  Price utilizing the Stated Value
(plus  accrued  and  unpaid  dividends)  as the value of each  share of Series E
Preferred Stock, into Common Stock which is 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 E 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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         If you are in agreement with the above  amendment to the Certificate of
Designation  Series E,  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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