Exhibit 4.25
                                  ------------


                           CERTIFICATE OF DESIGNATION
                                       OF
                      SERIES I CONVERTIBLE PREFERRED STOCK
                                       OF
                      COMMODORE APPLIED TECHNOLOGIES, INC.

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                         Pursuant to Section 151 of the
                         General Corporation Law of the
                                State of Delaware
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         Commodore  Applied  Technologies,  Inc., a  corporation  organized  and
existing  under  the  General  Corporation  Law of the  State of  Delaware  (the
"Corporation"),  hereby certifies that the following resolutions were adopted by
the  Board of  Directors  of the  Corporation  on April  11,  2005  pursuant  to
authority  of the Board of  Directors  as required by Section 151 of the General
Corporation Law of the State of Delaware:

         RESOLVED,  that pursuant to the authority  granted to and vested in the
Board of Directors of this Corporation (the "Board of Directors" or the "Board")
in accordance with the provisions of its Certificate of Incorporation, the Board
of  Directors  hereby  authorizes  a  series  of  the  Corporation's  previously
authorized  Preferred Stock, par value $0.001 per share (the "Preferred Stock"),
and hereby states the designation  and number of shares,  and fixes the relative
rights, preferences, privileges, powers and restrictions thereof as follows:

         Series I Convertible Preferred Stock:

                                    ARTICLE 1
                                   DEFINITIONS

         The terms defined in this Article  whenever used in this Certificate of
Designation have the following respective meanings:

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

         (b)  "Affiliate"  has the  meaning  ascribed to such term in Rule 12b-2
under the Securities Exchange Act of 1934, as amended.

         (c) [reserved]

         (d) "Business Day" means a day other than  Saturday,  Sunday or any day
on which banks  located in the State of New York are  authorized or obligated to
close.

         (e) "Capital  Shares"  means the Common  Shares and any other shares of
any other class or series of capital stock,  whether now or hereafter authorized
and however designated,  which have the right to participate in the distribution
of earnings and assets (upon  dissolution,  liquidation  or  winding-up)  of the
Corporation.

                                       1
<PAGE>

         (f) [reserved]

         (g) "Common Shares" or "Common Stock" means shares of common stock, par
value $ 0.001 per share, of the Corporation.

         (h) "Common Stock Issued at  Conversion",  when used with  reference to
the securities  issuable upon conversion of the Series I Preferred Stock,  means
all Common Shares now or hereafter Outstanding and securities of any other class
or series  into which the Series I  Preferred  Stock  hereafter  shall have been
changed or substituted, whether now or hereafter created and however designated.

         (i)  "Conversion  Date"  means any day on which all or any  portion  of
shares of the Series I  Preferred  Stock is  converted  in  accordance  with the
provisions hereof.

         (j)   "Conversion   Notice"  means  a  written   notice  of  conversion
substantially in the form annexed hereto as Annex I.

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

         (l)  "Corporation"  means  Commodore  Applied  Technologies,   Inc.,  a
Delaware  corporation,  and any  successor  or resulting  corporation  by way of
merger,  consolidation,  sale or  exchange  of all or  substantially  all of the
Corporation's assets, or otherwise.

         (m)  "Current  Market  Price"  means on any date of  determination  the
closing bid price of a Common  Share on such day as reported on the OTC Bulletin
Board ("OTCBB"); provided, if such security is not listed or admitted to trading
on the OTCBB,  as  reported  on the  principal  national  security  exchange  or
quotation  system on which  such  security  is quoted or listed or  admitted  to
trading,  or, if not quoted or listed or  admitted  to  trading on any  national
securities  exchange or quotation system, the closing bid price of such security
on the  over-the-counter  market on the day in question as reported by Bloomberg
LP, or a similar generally accepted reporting service, as the case may be.

         (n)  "Default  Dividend  Rate" is equal to the Dividend  Rate,  plus an
additional 4% per annum.

         (o)  "Dividend  Period" means the  quarterly  period  commencing on and
including  the Issue Date or, if a dividend has  previously  been paid,  the day
after the  immediately  preceding  Dividend  Payment  Due Date and ending on and
including the immediately subsequent Dividend Payment Due Date.

         (p)  "Dividend  Payment Due Date" means  February 15, May 15, August 15
and November 15 of each year.

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<PAGE>

         (q)  "Dividend  Rate"  means 10% per annum,  computed on the basis of a
360-day year.

         (r) [reserved]

         (s) "Holder" means The Shaar Fund Ltd., any successor  thereto,  or any
Person  or  Persons  to whom  the  Series  I  Preferred  Stock  is  subsequently
transferred in accordance with the provisions hereof.

         (t) "Issue  Date" means,  as to any share of Series I Preferred  Stock,
the date of issuance of such share.

         (u)  "Junior  Securities"  means all capital  stock of the  Corporation
except for the Series I Preferred Stock.

         (v)  "Liquidation  Preference"  means,  with  respect to a share of the
Series I Preferred  Stock,  an amount  equal to the sum of (i) the Stated  Value
thereof,  plus (ii) an amount equal to 30% of such Stated Value,  plus (iii) the
aggregate of all accrued and unpaid dividends (whether or not declared,  whether
or not there were funds  legally  available  for the  payment of  dividends  and
whether or not a Dividend  Payment Due Date has occurred since the last dividend
payment)  on such  share of Series I  Preferred  Stock  through  the date of the
payment of the Liquidation Preference;  provided that, in the event of an actual
liquidation,  dissolution or winding up of the Corporation,  the amount referred
to in clause (iii) above shall be  calculated  by  including  accrued and unpaid
dividends  to the actual date of such  liquidation,  dissolution  or winding up,
rather than the Dividend Payment Due Date referred to above.

         (w) [reserved]

         (x) "Market  Price"  means the average of the closing bid prices of one
Common  Share,  as  reported  on the OTCBB or the  principal  national  security
exchange  or  quotation  system on which  such  security  is quoted or listed or
admitted  to  trading,  for the ten  Trading  Days prior to a  Conversion  Date;
provided, if such security is not quoted or listed or admitted to trading on any
national  securities exchange or quotation system, the Market Price shall be the
average closing bid prices of such security on the  over-the-counter  market, as
reported by Bloomberg LP, or a similar generally accepted reporting service, for
the ten Trading Days prior to a Conversion Date.

         (y) [reserved]

         (z) "Outstanding", when used with reference to Common Shares or Capital
Shares (collectively, "Shares"), means, on any date of determination, all issued
and  outstanding  Shares,  and includes  all such Shares  issuable in respect of
outstanding scrip or any certificates  representing fractional interests in such
Shares; provided,  however, that any such Shares directly or indirectly owned or
held  by or  for  the  account  of the  Corporation  or  any  Subsidiary  of the
Corporation shall not be deemed "Outstanding" for purposes hereof.

                                       3
<PAGE>

         (aa) "Person" means an individual,  a  corporation,  a partnership,  an
association,   a  limited  liability   company,   an   unincorporated   business
organization,  a trust or other entity or  organization,  and any  government or
political subdivision or any agency or instrumentality thereof.

         (bb) [reserved]

         (cc)  "Registration  Rights Agreement" means that certain  Registration
Rights  Agreement,  dated as of March 15, 2000,  between the Corporation and The
Shaar Fund Ltd. as amended.

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

         (ee) "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations of the SEC thereunder, all as in effect at the time.

         (ff)  "Series I Preferred  Shares" or "Series I Preferred  Stock" means
the shares of Series I Convertible  Preferred  Stock of the  Corporation or such
other  convertible  preferred  stock  of the  Corporation  as  may be  exchanged
therefor.

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

         (hh)  "Subsidiary"  means  any  entity  of  which  securities  or other
ownership  interests  having  ordinary  voting  power to elect a majority of the
board of directors  or other  persons  performing  similar  functions  are owned
directly or indirectly by the Corporation.

         (ii)  "Trading  Day" means any day on which (a)  purchases and sales of
securities  authorized for quotation on the OTCBB or the over the counter market
are reported  thereon,  (b) no event which  results in a material  suspension or
limitation  of trading of the Common Shares on the OTCBB or the over the counter
market has occurred and (c) at least one bid for the trading of Common Shares is
reported on the OTCBB or the over the counter market.

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

         (kk)   "Valuation   Period"  means  the  period  of  ten  Trading  Days
immediately  preceding the (a) Conversion Date or (b) in the case of a Valuation
Period utilized for the purpose of Section 4(a)(iii) hereof, the date of payment
of a dividend in Common  Stock;  provided,  however,  that if a Valuation  Event
occurs  during a Valuation  Period on a date less than five  Trading Days before
the Conversion  Date, the Valuation Period shall be extended until the date five
Trading Days after the occurrence of the Valuation Event.

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

                                    ARTICLE 2
                             DESIGNATION AND AMOUNT

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<PAGE>

         The  designation  of this series,  which  consists of 550,000 shares of
Preferred  Stock,  shall be Series I Convertible  Preferred Stock (the "Series I
Preferred  Stock")  and the stated  value  shall be $10 per share  (the  "Stated
Value").

                                    ARTICLE 3
                                      RANK

         The Series I  Preferred  Stock  shall  rank prior to any other  capital
stock of the Corporation.

                                    ARTICLE 4
                                    DIVIDENDS

         (a) (i) The Holder shall be entitled to receive,  out of funds  legally
available  for the payment of  dividends,  dividends at the Dividend Rate on the
Stated  Value  of each  share  of  Series  I  Preferred  Stock on and as of each
Dividend  Payment  Due Date with  respect  to each  Dividend  Period;  provided,
however,  that if any dividend is not paid in full on any  Dividend  Payment Due
Date,  dividends shall thereafter  accrue and be payable at the Default Dividend
Rate on the Stated  Value of each share of Series I  Preferred  Stock  until all
accrued  dividends are paid in full.  Dividends on the Series I Preferred  Stock
shall be  cumulative  from the date of issue,  whether or not  declared  for any
reason,  including  if such  declaration  is  prohibited  under any  outstanding
indebtedness or borrowings of the Corporation or any of its Subsidiaries, or any
other   contractual   provision  binding  on  the  Corporation  or  any  of  its
Subsidiaries,  and whether or not there shall be funds legally available for the
payment thereof.

         (ii) Each dividend shall be payable in equal quarterly  amounts on each
Dividend Payment Due Date,  commencing May 15, 2005, to the Holders of record of
shares of the Series I Preferred  Stock,  as they appear on the stock records of
the  Corporation  at the close of business on such record date, not more than 60
days or less than 10 days preceding the payment dates thereof, as shall be fixed
by the Board of Directors; provided, however, until February 14, 2006, dividends
shall  accrue but shall not be payable  until  February  15,  2006.  Accrued and
unpaid  dividends for any past  Dividend  Period may be declared and paid at any
time,  without reference to any Dividend Payment Due Date, to Holders of record,
not more than 15 days preceding the payment date thereof, as may be fixed by the
Board of Directors.

         (iii)  Dividends  due  hereunder  shall be payable  in cash;  provided,
however,  that at the option of the  Corporation,  such dividends  shall be paid
either (x) in cash or (y)  through the  issuance of duly and validly  authorized
and issued,  fully paid and nonassessable,  freely tradable shares of the Common
Stock  valued at the Market Price and  registered  for resale in the open market
transactions  on the  Registration  Statement  (as  defined in the  Registration
Rights Agreement),  which  Registration  Statement shall then be effective under
the Securities Act;  provided,  further,  that if no funds are legally available
for the payment of cash  dividends  on the Series I Preferred  Stock,  dividends
shall be paid as provided in clause (y) above.

                                       5
<PAGE>

         (b) Except as provided in Section 4(d) hereof,  the Holder shall not be
entitled  to any  dividends  in excess of the  cumulative  dividends,  as herein
provided, on the Series I Preferred Stock.

         (c) So  long  as any  shares  of  the  Series  I  Preferred  Stock  are
outstanding,  no dividends shall be declared or paid or set apart for payment or
other distribution  declared or made upon any Junior  Securities,  nor shall any
Junior  Securities be redeemed,  purchased or otherwise  acquired  (other than a
redemption,  purchase or other  acquisition  of shares of Common  Stock made for
purposes of an employee  incentive  or benefit  plan  (including  a stock option
plan)  of the  Corporation  or any  Subsidiary)  for  any  consideration  by the
Corporation,  directly  or  indirectly,  nor shall any moneys be paid to or made
available  for a sinking  fund for the  redemption  of any  shares of any Junior
Securities, unless in each case (i) the full cumulative dividends required to be
paid in cash on all  outstanding  shares of the Series I  Preferred  Stock shall
have been  paid or set apart for  payment  for all past  Dividend  Periods  with
respect to the Series I  Preferred  Stock and (ii)  sufficient  funds shall have
been paid or set apart for the payment of the dividend for the current  Dividend
Period with respect to the Series I Preferred Stock.

         (d) If the Corporation shall at any time or from time to time after the
Issue  Date  declare,  order,  pay or  make a  dividend  or  other  distribution
(including, without limitation, any distribution of stock or other securities or
property or rights or warrants to subscribe for securities of the Corporation or
any of its  Subsidiaries by way of dividend or spin-off) on shares of its Common
Stock,  then,  and in each such case, in addition to the dividend  obligation of
the Corporation specified in Section 4(a) hereof, the Corporation shall declare,
order, pay and make the same dividend or distribution to each Holder of Series I
Preferred  Stock as would  have been made with  respect  to the number of Common
Shares  the Holder  would have  received  had it  converted  all of its Series I
Preferred Shares.

                                    ARTICLE 5
              LIQUIDATION PREFERENCE; MERGERS, CONSOLIDATIONS, ETC.

         (a) If the  Corporation  shall  commence  a  voluntary  case  under the
Federal  bankruptcy laws or any other  applicable  Federal or state  bankruptcy,
insolvency  or similar law, or consent to the entry of an order for relief in an
involuntary case under any law or to the appointment of a receiver,  liquidator,
assignee,  custodian, trustee or sequestrator (or other similar official) of the
Corporation or of any  substantial  part of its property,  or make an assignment
for the benefit of its  creditors,  or admit in writing its inability to pay its
debts  generally  as they  become  due,  or if a decree or order  for  relief in
respect of the  Corporation  shall be entered by a court having  jurisdiction in
the premises in an  involuntary  case under the Federal  bankruptcy  laws or any
other  applicable  Federal  or  state  bankruptcy,  insolvency  or  similar  law
resulting in the  appointment of a receiver,  liquidator,  assignee,  custodian,
trustee or sequestrator (or other similar official) of the Corporation or of any
substantial  part of its property,  or ordering the winding up or liquidation of
its affairs,  and any such decree or order shall be unstayed and in effect for a
period of 30 consecutive days and, on account of any such event, the Corporation
shall  liquidate,  dissolve or wind up, or if the  Corporation  shall  otherwise
liquidate,  dissolve or wind up, no distribution shall be made to the holders of
any shares of capital stock of the Corporation upon liquidation,  dissolution or
winding-up  unless  prior  thereto,  the Holders of shares of Series I Preferred
Stock, subject to this Article 5, shall have received the Liquidation Preference
with respect to each share.

                                       6
<PAGE>

         (b) In case the Corporation  shall  reorganize its capital,  reclassify
its capital  stock,  consolidate or merge with or into another Person (where the
Corporation  is not the  survivor or where there is a change in or  distribution
with respect to the Common Stock of the Corporation),  sell, convey, transfer or
otherwise dispose of all or substantially  all its property,  assets or business
to another Person, or effectuate a transaction or series of related transactions
in which more than 50% of the voting  power of the  Corporation  is  disposed of
(each,  a  "Fundamental  Corporate  Change") and,  pursuant to the terms of such
Fundamental  Corporate  Change,  shares  of  common  stock of the  successor  or
acquiring  corporation,  or any  cash,  shares of stock or other  securities  or
property of any nature whatsoever  (including  warrants or other subscription or
purchase  rights) in addition to or in lieu of common stock of the  successor or
acquiring  corporation ("Other Property"),  are to be received by or distributed
to the holders of Common Stock of the Corporation,  then each Holder of Series I
Preferred Stock shall have the right thereafter,  at its sole option, either (x)
to require the  Corporation to deem such  Fundamental  Corporate  Change to be a
liquidation,  dissolution or winding up of the Corporation pursuant to which the
Corporation  shall be  required to  distribute,  upon  consummation  of and as a
condition to, such  Fundamental  Corporate Change an amount equal to 105% of the
Liquidation  Preference  with  respect  to each  outstanding  share of  Series I
Preferred  Stock,  (y) to receive  the  number of shares of common  stock of the
successor or acquiring corporation or of the Corporation, if it is the surviving
corporation,  and Other  Property as is  receivable  upon or as a result of such
Fundamental Corporate Change by a holder of the number of shares of Common Stock
into which such  Series I Preferred  Stock may be  converted  at the  Conversion
Price applicable  immediately prior to such Fundamental  Corporate Change or (z)
require the Corporation, or such successor, resulting or purchasing corporation,
as the  case  may  be,  to,  without  benefit  of any  additional  consideration
therefore,  to execute and deliver to the Holder shares of its  Preferred  Stock
with substantial identical rights, preferences, privileges, powers, restrictions
and other terms as the Series I Preferred Stock equal to the number of shares of
Series  I  Preferred  Stock  held  by  such  Holder  immediately  prior  to such
Fundamental Corporate Change;  provided,  that all Holders of Series I Preferred
Stock  shall be deemed to elect the  option  set forth in clause (x) above if at
least a majority in interest of such Holders elect such option.  For purposes of
this Section  5(b),  "common  stock of the  successor or acquiring  corporation"
shall include stock of such  corporation  of any class which is not preferred as
to  dividends  or assets over any other class of stock of such  corporation  and
which is not  subject to  redemption  and shall also  include any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing  provisions of
this Section 5(b) shall  similarly  apply to  successive  Fundamental  Corporate
Changes.

                                    ARTICLE 6
                          CONVERSION OF PREFERRED STOCK

         Section 6.1 Conversion; Conversion Price

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<PAGE>

         At the option of the Holder, the shares of Series I Preferred Stock may
be converted,  either in whole or in part, into Common Shares  (calculated as to
each such  conversion  to the  nearest  1/100th of a share) at any time and from
time to time at a conversion  price per share of Common  Stock (the  "Conversion
Price")  equal to the  lesser  of (i)  $.0285  (subject  to  adjustment  for any
stock-split  or stock  combination  to occur after the date  hereof) or (ii) the
Market Price;  provided, if such security is not quoted or listed or admitted to
trading on the OTCBB or any national  securities  exchange for any reason,  then
any remaining unconverted Series I Preferred Stock may be converted, at the sole
option of the Holder,  at a Conversion  Price per share of Common Stock equal to
50% of the Market Price. At the Corporation's  option, the amount of accrued and
unpaid  dividends as of the  Conversion  Date shall not be subject to conversion
but instead may be paid in cash as of the  Conversion  Date; if the  Corporation
elects to convert the amount of accrued and unpaid  dividends at the  Conversion
Date into Common Stock, the Common Stock issued to the Holder shall be valued at
the applicable Conversion Price.

         The number of shares of Common  Stock due upon  conversion  of Series I
Preferred Stock shall be (i) the number of shares of Series I Preferred Stock to
be  converted,  multiplied  by (ii) 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),  to  the  extent  the
Corporation  does not elect to pay,  and pay,  accrued and unpaid  dividends  in
cash, and divided by (iii) the applicable Conversion Price.

         Within two Business Days of the  occurrence of a Valuation  Event,  the
Corporation shall send notice thereof to each Holder.  Notwithstanding  anything
to the  contrary  contained  herein,  if a  Valuation  Event  occurs  during any
Valuation  Period,  the Holder may convert some or all of its Series I Preferred
Stock,  at its sole option,  at a Conversion  Price equal to the Current  Market
Price on any Trading Day during the Valuation Period.

         For purposes of this  Section  6.1, a  "Valuation  Event" shall mean an
event in which the Corporation takes any of the following actions:

         (a) subdivides or combines its Capital Shares;

         (b) makes any distribution on its Capital Shares;

         (c) issues any  additional  Capital  Shares  (the  "Additional  Capital
Shares"), otherwise than as provided in the foregoing Sections 6.1(a) and 6.1(b)
above,  at a price per share less, or for other  consideration  lower,  than the
Current Market Price in effect  immediately prior to such issuances,  or without
consideration,  except for issuances under (A) employee benefit plans consistent
with those presently in effect, (B) presently outstanding  warrants,  options or
convertible securities and (C) in connection with an acquisition or merger where
the Board of Directors  of the  Corporation  determines  in good faith that such
Additional Capital Shares are not being issued for consideration  lower than the
Current Market Price on the date of such issuance;

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<PAGE>

         (d) issues any  warrants,  options or other rights to subscribe  for or
purchase  any  Additional  Capital  Shares  if the  price  per  share  for which
Additional  Capital  Shares may at any time  thereafter be issuable  pursuant to
such  warrants,  options or other rights  shall be less than the Current  Market
Price on the date of such issuance;

         (e)  issues  any  securities   convertible   into  or  exchangeable  or
exercisable  for Additional  Capital Shares if the  consideration  per share for
which Additional  Capital Shares may at any time thereafter be issuable pursuant
to the terms of such convertible,  exchangeable or exercisable  securities shall
be less than the Current Market Price on the date of such issuance;

         (f) announces or effects a Fundamental Corporate Change;

         (g) makes any  distribution  of its assets or evidences of indebtedness
to the holders of its Capital  Shares as a dividend in  liquidation or by way of
return of capital or other than as a dividend payable out of earnings or surplus
legally  available  for the payment of  dividends  under  applicable  law or any
distribution to such holders made in respect of the sale of all or substantially
all of the Corporation's assets (other than under the circumstances provided for
in the foregoing Sections 6.1(a) through 6.1(e)); or

         (h) takes any  action  affecting  the  number  of  Outstanding  Capital
Shares,  other than an action described in any of the foregoing  Sections 6.1(a)
through 6.1(g) hereof, inclusive, which in the opinion of the Holder, determined
in good  faith,  would have a  material  adverse  effect  upon the rights of the
Holder  at the time of a  conversion  of the  Preferred  Stock or is  reasonably
likely to result in a decrease in the Market Price.

         Section 6.2 Exercise of Conversion Privilege

         (a)  Conversion of the Series I Preferred  Stock may be  exercised,  in
whole or in part,  by the Holder by  transmitting  via facsimile an executed and
completed Conversion Notice to the Corporation.  Each date on which a Conversion
Notice is transmitted  via facsimile to the  Corporation in accordance  with the
provisions  of  this  Section  6.2  shall  constitute  a  Conversion  Date.  The
Corporation  shall convert the Preferred Stock and issue the Common Stock Issued
at Conversion,  and all voting and other rights  associated  with the beneficial
ownership of the Common Stock Issued at  Conversion  shall vest with the Holder,
effective as of the  Conversion  Date at the time  specified  in the  Conversion
Notice.  The  Conversion  Notice  also  shall  state  the  name or  names  (with
addresses)  of the  Persons  who are to become the  holders of the Common  Stock
Issued  at  Conversion  in  connection  with such  conversion.  As  promptly  as
practicable after the receipt of the Conversion Notice as aforesaid,  but in any
event not more than five Business Days after the  Corporation's  receipt of such
Conversion  Notice,  the Corporation  shall (i) issue the Common Stock issued at
Conversion in accordance with the provisions of this Article 6, and (ii) utilize
the DWAC system or cause to be mailed for delivery by  overnight  courier to the
Holder (x) a certificate  or  certificate(s)  representing  the number of Common
Shares to which the Holder is entitled by virtue of such  conversion,  (y) cash,
as  provided  in  Section  6.3,  in respect of any  fraction  of a Common  Share
issuable upon such conversion and (z) if the Corporation  chooses to pay accrued
and unpaid dividends in cash, cash in the amount of accrued and unpaid dividends
as of the Conversion Date. Such conversion shall be deemed to have been effected

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<PAGE>

at the time at which the Conversion Notice indicates and at such time the rights
of the Holder of the Preferred Stock with regard to the Series I Preferred Stock
so  converted,  as such,  shall cease and the Person or Persons in whose name or
names the Common Stock Issued at Conversion shall be issuable shall be deemed to
have  become the holder or  holders of record of the Common  Shares  represented
thereby and all voting and other rights associated with the beneficial ownership
of such Common  Shares shall at such time vest with such Person or Persons.  The
Conversion  Notice  shall  constitute  a  contract  between  the  Holder and the
Corporation,  whereby the Holder shall be deemed to subscribe  for the number of
Common Shares which it will be entitled to receive upon such  conversion and, in
payment and  satisfaction of such  subscription  (and for any cash adjustment to
which it is  entitled  pursuant  to  Section  6.3),  to  surrender  the Series I
Preferred Stock and to release the Corporation  from all liability  thereon.  No
cash  payment  aggregating  less than $1.00 shall be required to be given unless
specifically requested by the Holder.

         (b) If, at any time (i) the Corporation challenges,  disputes or denies
the  right of the  Holder  hereof  to  effect  the  conversion  of the  Series I
Preferred  Stock into  Common  Shares or  otherwise  dishonors  or  rejects  any
Conversion  Notice  delivered  in  accordance  with this Section 6.2 or (ii) any
third party  commences any lawsuit or proceeding or otherwise  asserts any claim
before any court or public or  governmental  authority which seeks to challenge,
deny, enjoin,  limit, modify, delay or dispute the right of the Holder hereof to
effect the  conversion  of the Series I Preferred  Stock into  Common  Shares (a
"Blockage  Claim"),  and such  Blockage  Claim shall remain in effect and not be
resolved  for a period  of more than 90 days,  then the  Holder  shall  have the
right, by written notice to the Corporation, to require the Corporation promptly
to redeem the Series I Preferred  Stock for cash at a redemption  price equal to
100% of the Stated Value thereof  together with all accrued and unpaid dividends
(whether or not declared,  whether or not there were funds legally available for
the  payment of  dividends  and  whether or not a Dividend  Payment Due Date has
occurred  since the last  dividend  payment)  thereon (the  "Mandatory  Purchase
Amount").  Under any of the circumstances set forth above, the Corporation shall
be  responsible  for the  payment  of all  costs  and  expenses  of the  Holder,
including reasonable legal fees and expenses,  as and when incurred in disputing
any such  action or  pursuing  its rights  hereunder  (in  addition to any other
rights of the Holder).

         (c) The Holder shall be entitled to exercise its  conversion  privilege
notwithstanding  the  commencement  of any case under 11 U.S.C.  ss. 101 et seq.
(the  "Bankruptcy  Code").  In the event the  Corporation  is a debtor under the
Bankruptcy  Code, the Corporation  hereby waives to the fullest extent permitted
any  rights to relief it may have  under 11 U.S.C.  ss.  362 in  respect  of the
Holder's conversion privilege.  The Corporation agrees,  without cost or expense
to the Holder,  to take or consent to any and all action necessary to effectuate
relief under 11 U.S.C. ss. 362.

         Section 6.3 Fractional Shares

         No fractional  Common Shares or scrip  representing  fractional  Common
Shares shall be issued upon conversion of the Series I Preferred Stock.  Instead
of  any  fractional  Common  Shares  which  otherwise  would  be  issuable  upon
conversion of the Series I Preferred  Stock,  the  Corporation  shall pay a cash
adjustment in respect of such fraction in an amount equal to the same fraction.

                                       10
<PAGE>

         Section 6.4 Adjustments to Conversion Price

         Except with respect to issuances of Capital  Shares in connection  with
an  acquisition  or  merger  where  the Board of  Directors  of the  Corporation
determines  in good faith  that such  Capital  Shares  are not being  issued for
consideration  lower than the Current Market Price on the date of such issuance,
for so long as any shares of the Series I Preferred  Stock are  outstanding,  if
the  Corporation  issues and sells (A) Common Shares at a purchase  price on the
date of issuance  thereof that is lower than the Conversion  Price, (B) warrants
or options with an exercise price on the date of issuance  thereof that is lower
than the  Conversion  Price for the Holder on such date,  except for warrants or
options  issued  pursuant  to  employee  benefit  plans  consistent  with  those
presently  in  effect,  employee  stock  option  agreements  or stock  incentive
agreements of the Corporation,  or (C) convertible,  exchangeable or exercisable
securities  with a right to exchange at lower than the Current  Market  Price on
the  date of  issuance  or  conversion,  as  applicable,  of  such  convertible,
exchangeable or exercisable  securities,  except for stock option  agreements or
stock incentive agreements, then on any date on which the Conversion Price shall
be determined,  the Conversion  Price shall be reduced by an amount equal to the
amount by which  the  purchase  price,  exercise  price or  exchange  price,  as
applicable,  is lower than the  Conversion  Price or Current  Market  Price,  as
applicable,  multiplied by a fraction the  denominator of which is $3,953,020 or
such lesser amount equal to (A) the number of shares of Series I Preferred Stock
outstanding  at the time of the  adjustment,  multiplied by (B) the Stated Value
and the numerator of which is the sum of (A) the aggregate  number of (i) Common
Shares,  in the case of (A) above, (ii) Common Shares into which the warrants or
options  are  exchangeable  into,  in the case of (B)  above,  or  (iii)  equity
securities into which the convertible or exchangeable securities are exercisable
into, in the case of (C) above,  multiplied by (B) the Conversion Price, in each
case, with a maximum adjustment equal to the applicable discount triggering such
adjustment pursuant to this Section 6.4.

         Section 6.5 [reserved]

         Section 6.6 [reserved]

         Section 6.7 [reserved]

         Section 6.8 [reserved]

         Section 6.9 Certain Conversion Limitations

         (a) Notwithstanding  anything herein to the contrary,  the Holder shall
not have the  right,  and the  Corporation  shall  not have the  obligation,  to
convert all or any portion of the Series I Preferred  Stock (and the Corporation
shall not have the right to pay  dividends  on the Series I  Preferred  Stock in
shares of Common  Stock,  but such  dividends  shall  continue  to accrue  until
payment  thereof in shares of Common Stock will not violate the terms hereof) if
and to the extent that the issuance to the Holder of shares of Common Stock upon
such  conversion  (or payment of  dividends)  would  result in the Holder  being

                                       11
<PAGE>

deemed the "beneficial  owner" of more than 5% of the then Outstanding shares of
Common Stock within the meaning of Section 13(d) of the Securities  Exchange Act
of 1934,  as  amended,  and the rules  promulgated  thereunder.  If any court of
competent   jurisdiction  shall  determine  that  the  foregoing  limitation  is
ineffective to prevent a Holder from being deemed the  beneficial  owner of more
than 5% of the then  Outstanding  shares of Common Stock,  then the  Corporation
shall redeem so many of such Holder's shares (the "Redemption Shares") of Series
I  Preferred  Stock as are  necessary  to cause  such  Holder to be  deemed  the
beneficial  owner of not more than 5% of the then  Outstanding  shares of Common
Stock.  Upon  such  determination  by a court  of  competent  jurisdiction,  the
Redemption  Shares  shall  immediately  and  without  further  action  be deemed
returned to the status of authorized  but unissued  shares of Series I Preferred
Stock,  and the Holder shall have no interest in or rights under such Redemption
Shares. Any and all dividends paid on or prior to the date of such determination
shall be deemed  dividends  paid on the  remaining  shares of Series I Preferred
Stock held by the  Holder.  Such  redemption  shall be for cash at a  redemption
price equal to the sum of (i) 100% of the Stated Value of the Redemption  Shares
and (ii) any 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)
to the date of such redemption.

         (b)  Notwithstanding  anything  herein to the  contrary,  if and to the
extent that, on any date (the "Section 16 Determination  Date"),  the holding by
the  Holder  of shares  of the  Series I  Preferred  Stock  would  result in the
Holder's becoming subject to the provisions of Section 16(b) of the Exchange Act
in virtue of being  deemed the  "beneficial  owner" of more than 10% of the then
Outstanding  shares of Common  Stock,  then the Holder shall not have the right,
and the Corporation  shall not have the  obligation,  to convert so many of such
Holder's shares of Series I Preferred Stock (the "Section 16 Redemption Shares")
as shall cause such Holder to be deemed the beneficial owner of more than 10% of
the then  Outstanding  shares of Common Stock  during the period  ending 60 days
after the Section 16 Determination Date. If any court of competent  jurisdiction
shall determine that the foregoing limitation is ineffective to prevent a Holder
from being deemed the beneficial  owner of more than 10% of the then Outstanding
shares  of  Common  Stock  for the  purposes  of such  Section  16(b),  then the
Corporation   shall  redeem  the  Section  16  Redemption   Shares.   Upon  such
determination  by a court of competent  jurisdiction,  the Section 16 Redemption
Shares shall  immediately  and without  further action be deemed returned to the
status of authorized but unissued  shares of Series I Preferred  Stock,  and the
Holder  shall have no interest  in or rights  under such  Section 16  Redemption
Shares. Any and all dividends paid on or prior to the date of such determination
shall be deemed  dividends  paid on the  remaining  shares of Series I Preferred
Stock held by the  Holder.  Such  redemption  shall be for cash at a  redemption
price  equal  to the sum of (i)  100% of the  Stated  Value  of the  Section  16
Redemption Shares and (ii) any declared and unpaid dividends to the date of such
redemption.

                                    ARTICLE 7
                                  VOTING RIGHTS

                                       12
<PAGE>

         The  Holders of the  Series I  Preferred  Stock  have no voting  power,
except as  otherwise  provided  by the General  Corporation  Law of the State of
Delaware (the "DGCL"), in this Article 7, and in Article 8 below.

         Notwithstanding the above, the Corporation shall provide each Holder of
Series  I  Preferred  Stock  with  prior  notification  of  any  meeting  of the
shareholders  (and copies of all proxy materials and other  information  sent to
shareholders).  In the event of any taking by the Corporation of a record of its
shareholders  for the purpose of  determining  shareholders  who are entitled to
receive  payment of any dividend or other  distribution,  any right to subscribe
for, purchase or otherwise acquire (including by way of merger, consolidation or
recapitalization) any share of any class or any other securities or property, or
to receive any other right, or for the purpose of determining  shareholders  who
are entitled to vote in connection with any proposed liquidation, dissolution or
winding up of the  Corporation,  the Corporation  shall mail a notice thereof to
each Holder at least 30 days prior to the date on which any such record is to be
taken for the  purpose of such  dividend,  distribution,  right or other  event,
together  with a brief  statement  regarding  the amount and  character  of such
dividend, distribution, right or other event to the extent known at such time.

         To the extent that under the DGCL the vote of the Holders of the Series
I Preferred  Stock,  voting  separately as a class or series as  applicable,  is
required to authorize a given action of the Corporation, the affirmative vote or
consent  of the  Holders  of at least a majority  of the  outstanding  shares of
Series I Preferred Stock represented at a duly held meeting at which a quorum is
present or by written consent of a majority of the outstanding  shares of Series
I Preferred  Stock  (except as otherwise  may be required  under the DGCL) shall
constitute  the  approval of such action by the class.  To the extent that under
the DGCL  Holders  of the Series I  Preferred  Stock are  entitled  to vote on a
matter with holders of Common Stock, voting together as one class, each share of
Series I  Preferred  Stock  shall be  entitled to a number of votes equal to the
number of shares of Common  Stock  into which it is then  convertible  using the
record date for the taking of such vote of  shareholders as the date as of which
the  Conversion  Price is  calculated.  Holders of the Series I Preferred  Stock
shall be entitled to notice of all shareholder meetings or written consents (and
copies of all proxy materials and other  information sent to shareholders)  with
respect to which they would be entitled to vote,  which notice would be provided
pursuant to the Corporation's bylaws and the DGCL.

                                    ARTICLE 8
                              PROTECTIVE PROVISIONS

         So long as shares  of Series I  Preferred  Stock are  outstanding,  the
Corporation  shall not, without first obtaining the approval (by vote or written
consent,  as  provided in the DGCL) of the Holders of at least a majority of the
then outstanding shares of Series I Preferred Stock:

         (a) alter or change the rights, preferences or privileges of the Series
I Preferred Stock;

                                       13
<PAGE>

         (b) create any new class or series of capital stock having a preference
over the Series I Preferred Stock as to distribution of assets upon liquidation,
dissolution or winding up of the Corporation  ("Senior  Securities") or alter or
change the rights,  preferences or privileges of any Senior  Securities so as to
affect adversely the Series I Preferred Stock;

         (c)  increase  the  authorized  number of shares of Series I  Preferred
Stock; or

         (d)  do any  act or  thing  not  authorized  or  contemplated  by  this
Certificate  of  Designation  which  would  result in taxation of the Holders of
shares of the Series I Preferred Stock under Section 305 of the Internal Revenue
Code of 1986, as amended (or any  comparable  provision of the Internal  Revenue
Code of 1986, as hereafter from time to time amended).

         In the event Holders of least a majority of the then outstanding shares
of Series I Preferred  Stock agree to allow the  Corporation  to alter or change
the rights,  preferences or privileges of the shares of Series  Preferred Stock,
pursuant to subsection (a) above, so as to affect the Series I Preferred  Stock,
then the Corporation  will deliver notice of such approved change to the Holders
of the Series  Preferred  Stock that did not agree to such  alteration or change
(the  "Dissenting  Holders") and  Dissenting  Holders shall have the right for a
period  of 30 days to  convert  pursuant  to the  terms of this  Certificate  of
Designation  as in effect prior to such  alteration  or change or to continue to
hold their shares of Series I Preferred Stock.

         Notwithstanding  anything to the  contrary  herein,  if at any time the
Corporation   shall   "spin-off"   certain  of  its  assets  or   businesses  by
transferring,  directly or indirectly, such assets or businesses to a Subsidiary
of the Corporation ("Spinco") and making a dividend (the "Spin-off Dividend") to
the  Corporation's  stockholders of the shares of capital stock of Spinco,  then
prior to making the Spin-off  Dividend,  the  Corporation  shall cause Spinco to
issue to each  Holder that  number of shares of  preferred  stock of Spinco with
substantially identical rights,  preferences,  privileges,  powers, restrictions
and other terms as the Series I Preferred Stock equal to the number of shares of
Series I Preferred Shares held by such Holder  immediately prior to the Spin-off
Dividend.

                                    ARTICLE 9
                                  MISCELLANEOUS

         Section 9.1 Loss, Theft, Destruction of Preferred Stock

         Upon receipt of evidence  satisfactory  to the Corporation of the loss,
theft,  destruction or mutilation of shares of Series I Preferred  Stock and, in
the case of any such loss,  theft or  destruction,  upon receipt of indemnity or
security reasonably satisfactory to the Corporation, or, in the case of any such
mutilation, upon surrender and cancellation of the Series I Preferred Stock, the
Corporation  shall  make,  issue  and  deliver,  in lieu of such  lost,  stolen,
destroyed or mutilated  shares of Series I Preferred Stock, new shares of Series
I Preferred Stock of like tenor.  The Series I Preferred Stock shall be held and
owned upon the express  condition  that the  provisions  of this Section 9.1 are
exclusive  with respect to the  replacement  of  mutilated,  destroyed,  lost or

                                       14
<PAGE>

stolen shares of Series I Preferred  Stock and shall  preclude any and all other
rights and  remedies  notwithstanding  any law or statute  existing or hereafter
enacted  to  the  contrary  with  respect  to  the   replacement  of  negotiable
instruments or other securities without the surrender thereof.

         Section 9.2 Who Deemed Absolute Owner

         The  Corporation  may  deem the  Person  in  whose  name  the  Series I
Preferred  Stock shall be registered  upon the registry books of the Corporation
to be, and may treat it as, the absolute  owner of the Series I Preferred  Stock
for the  purpose of  receiving  payment of  dividends  on the Series I Preferred
Stock,  for the  conversion  of the Series I  Preferred  Stock and for all other
purposes,  and the  Corporation  shall  not be  affected  by any  notice  to the
contrary.  All such payments and such conversion shall be valid and effectual to
satisfy and  discharge the  liability  upon the Series I Preferred  Stock to the
extent of the sum or sums so paid or the conversion so made.

         Section 9.3 Fundamental Corporate Change

         In the  case of the  occurrence  of any  Fundamental  Corporate  Change
described  in Section  5(b),  the  Corporation  shall  cause to be mailed to the
Holder of the Series I Preferred  Stock at its last address as it appears in the
Corporation's  security  registry,  at  least 20 days  prior  to the  applicable
record,  effective or expiration date specified in connection  therewith (or, if
such 20 days notice is not possible,  at the earliest possible date prior to any
such record,  effective or expiration  date),  a notice  stating (x) the date on
which a record is to be taken for the purpose of such corporate  action, or if a
record is not to be taken,  the date as of which the Holders of record of Series
I  Preferred  Stock to be entitled to any  dividend,  distribution,  issuance or
granting of rights,  options or  warrants  are to be  determined  or the date on
which such Fundamental Corporate Change is expected to become effective, and (y)
the date as of which it is expected that Holders of record of Series I Preferred
Stock will be entitled to exchange  their shares for  securities,  cash or other
property deliverable upon such Fundamental Corporate Change.

         Section 9.4 Register

         The Corporation  shall keep at its principal office a register in which
the  Corporation  shall provide for the  registration  of the Series I Preferred
Stock.  Upon any transfer of the Series I Preferred Stock in accordance with the
provisions  hereof, the Corporation shall register such transfer on the register
of Series I Preferred Stock.

         Section 9.5 Withholding

         To the extent  required by applicable law, the Corporation may withhold
amounts for or on account of any taxes  imposed or levied by or on behalf of any
taxing authority in the United States having  jurisdiction  over the Corporation
from any payments made pursuant to the Series I Preferred Stock.

         Section 9.6 Headings

                                       15
<PAGE>

         The  headings  of the  Articles  and  Sections of this  Certificate  of
Designation  are inserted for  convenience  only and do not constitute a part of
this Certificate of Designation.

         Section 9.7 Severability

         If any provision of this Certificate of Designation, or the application
thereof   to  any  person  or  entity  or  any   circumstance,   is  invalid  or
unenforceable,  (i) a suitable  and  equitable  provision  shall be  substituted
therefor  in order to carry  out,  so far as may be valid and  enforceable,  the
intent and  purpose of such  invalid or  unenforceable  provision,  and (ii) the
remainder  of  this  Certificate  of  Designation  and the  application  of such
provision to other persons,  entities or circumstances  shall not be affected by
such   invalidity   or   unenforceability,   nor  shall   such   invalidity   or
unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.

         IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
Designation to be signed by its duly authorized officers on April 11, 2005.


                                  COMMODORE APPLIED TECHNOLOGIES, INC.


                                  By: /s/ Shelby T. Brewer
                                     ---------------------
                                  Name:  Shelby T. Brewer
                                  Title: Chairman and Chief Executive Officer

                                  By: /s/ James M. DeAngelis
                                     -----------------------
                                  Name:  James M. DeAngelis
                                  Title:   Senior V.P.,
                                  Chief Financial Officer


                                       16
<PAGE>
                                    ANNEX I

                            FORM OF CONVERSION NOTICE



 TO: Commodore Applied Technologies, Inc.
        150 East 58th Street
        Suite 3238
        New York, NY 10155

         The undersigned owner of this Series I Convertible Preferred Stock (the
"Series I Preferred Stock") issued by Commodore Applied Technologies,  Inc. (the
"Corporation")  hereby  irrevocably  exercises its option to convert  __________
shares of the Series I  Preferred  Stock into  shares of the common  stock,  par
value $0.001 per share ("Common  Stock"),  of the Corporation in accordance with
the terms of the Certificate of Designation.  The undersigned  hereby  instructs
the  Corporation to convert the number of shares of the Series I Preferred Stock
specified  above into Shares of Common Stock Issued at  Conversion in accordance
with  the  provisions  of  Article  6 of the  Certificate  of  Designation.  The
undersigned  directs that the Common Stock issuable and  certificates  therefore
deliverable upon conversion and the recertificated  Series I Preferred Stock, if
any, not being  surrendered  for conversion  hereby,  together with any check in
payment for fractional  Common Stock,  be issued in the name of and delivered to
the  undersigned   unless  a  different  name  has  been  indicated  below.  All
capitalized  terms used and not  defined  herein  have the  respective  meanings
assigned  to them in the  Certificate  of  Designation.  So long as the Series I
Preferred  Stock  shall  have  been  surrendered  for  conversion   hereby,  the
conversion pursuant hereto shall be deemed to have been effected at the date and
time specified below, and at such time the rights of the undersigned as a Holder
of the Series I  Preferred  Stock shall cease and the Person or Persons in whose
name or names the Common Stock Issued at Conversion  shall be issuable  shall be
deemed to have  become the  holder or  holders  of record of the  Common  Shares
represented  thereby  and all  voting  and  other  rights  associated  with  the
beneficial  ownership  of such Common  Shares  shall at such time vest with such
Person or Persons.

Date and time:_________________________


-------------------------------
            Signature

Fill in for registration of Series I Preferred Stock:

----------------------------------------
----------------------------------------
----------------------------------------
Please print name and address (including zip code number)


                                       17