Exhibit 10.152
                                 --------------


                              AMENDED AND RESTATED
                        GUARANTY AND SURETYSHIP AGREEMENT
                        ---------------------------------


         THIS  AMENDED AND  RESTATED  GUARANTY AND  SURETYSHIP  AGREEMENT  (this
"Guaranty"),  is made as of the 12th day of April,  2005, by Commodore  Advanced
Sciences,  Inc.,  which  maintains  an office  at 507  Knight  Street,  Suite B,
Richland,  Washington  99352  ("Guarantor")  to and in favor of The Shaar  Fund,
Ltd., c/o SS&C Fund Services N.V.,  Pareraweg 45, Curacao,  Netherlands Antilles
(the  "Lender").  This Guaranty  amends and restates  that certain  Guaranty and
Suretyship  Agreement,  dated June 13, 2001 (the  "Original  Guaranty")  between
Guarantor and the Lender.

                              W I T N E S S E T H:

         WHEREAS, on June 13, 2001, concurrently with the execution and delivery
of that certain Security Agreement (the "Original Security  Agreement")  between
the Lender,  Guarantor and Commodore Applied  Technologies,  Inc.  ("CXI"),  CXI
executed  and  delivered  (i) to the Lender,  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 the Shaar  Guaranty and a Guaranty and Suretyship
Agreement,  dated  June  13,  2001,  between  Guarantor  and  Milford  ("Milford
Guaranty"),  Guarantor, 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 Lender 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 Lender purchased,  among other things, the
amended and restated Milford Note from Milford;

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<PAGE>

         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 Lender and all rights of Milford thereunder were
extinguished;

         WHEREAS,  pursuant to that  certain  Exchange  Agreement,  of even date
herewith (the "Exchange  Agreement"),  (i) the Lender  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 Lender,  CXI and  Guarantor  have
agreed to amend and  restate the  Original  Security  Agreement  (as amended and
restated,  the  "Security  Agreement"),  (ii) the Lender and CXI have  agreed to
amend and restate the Original  Patent  Collateral  Assignment,  (as amended and
restated, the "Patent Collateral Assignment"), (iii) the Lender 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 Lender and CXI consent, which consent can be withheld by a
party for any  reason  whatsoever,  the  Lender  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.

         WHEREAS, Guarantor has and/or will derive and will continue to derive a
substantial  direct  benefit from the  Lender's  making of the loan and advances
evidenced by and under the Convertible Note to CXI; and

         WHEREAS, in order to induce Lender to enter into the Exchange Agreement
and accept the  Convertible  Note in exchange for the Shaar Note and the Milford
Note,  the  Guarantor  has agreed to amend and  restate the Shaar  Guaranty  (as
amended and restated,  the "Guaranty") to  unconditionally  guarantee the prompt
and timely payment of all Obligations, as defined in the Security Agreement, due
and  payable by CXI  pursuant  to the  Convertible  Note.  For  purposes of this
Agreement,  the term "Documents" means (i) this Agreement;  (ii) the Certificate
of Designation; (iii) the Convertible Note; (iv) the Security Agreement; 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,  Guarantor  hereby agrees as
follows:

Section 1.  Terms of Guaranty.
            -----------------

         (a) Guarantor  absolutely and unconditionally  guarantees and acts as a
surety to Lender, its successors, endorsers and assigns for CXI's prompt payment

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<PAGE>

and  performance  when  due of:  (i)  the  Obligations  and  (ii)  all of  CXI's
obligations  to  Lender,  whether  primary or  secondary,  direct,  absolute  or
contingent,  sole, joint and/or several,  heretofore, now or hereafter acquired,
whether at maturity or by  acceleration,  pursuant to or in connection  with the
Convertible  Note and  otherwise due and owing  pursuant to the  Documents  (the
obligations described in this Section 1(a) are hereinafter sometimes referred to
as the  "Guaranty  Obligations").  Terms used herein but not  otherwise  defined
shall have the meanings  given to such terms in the Security  Agreement  and the
Convertible Note.

         (b) If any of the Guaranty  Obligations  is not paid when due,  Lender:
(a) may forthwith  recover from Guarantor the full amount of any liability under
this Guaranty or the Documents; and (b) may sell all or any part of any property
held as security  under this  Guaranty or the  Documents  on any  exchange or at
public or private sale at the option of the Lender, at any time or times without
advertisement,  or demand upon, or  additional  notice to Guarantor all of which
are hereby waived, except such notice as is required by this Guaranty. Upon such
sale,  Lender or its nominee shall have the right to become the purchaser of the
property at such sale unless prohibited by statute.

         (c) It is  understood  and agreed  that this  Guaranty is a guaranty of
payment and not of collection,  and is in no way  conditioned or contingent upon
any attempt to enforce  Lender's  rights  against CXI or to collect  from CXI or
upon any other  condition  or  contingency;  accordingly,  Lender shall have the
right to proceed against the Guarantor immediately upon any default of CXI under
the  Documents,  without  taking any prior action or  proceeding  to enforce the
Documents or any of them or for the  liquidation  or foreclosure of any security
Lender may at any time hold pursuant  thereto.  It is expressly  understood  and
agreed that this Guaranty is a continuing  Guaranty and that the  obligations of
Guarantor  hereunder are and shall be absolute under any and all  circumstances,
without  regard to the  validity,  regularity  or  enforceability  of any of the
Documents,  or any other documents  establishing or evidencing the  Obligations.
Guarantor,  by its execution hereof,  acknowledges receipt of true copies of all
of the Documents and all other documents establishing or evidencing the Guaranty
Obligations,  and further  assents to all  agreements,  including the Documents,
made with Lender by CXI in connection with the Convertible Note.

         (d) To the extent the Guaranty  Obligations  are due and  payable,  and
unpaid,  and at any  time  thereafter,  Lender  shall  have all the  rights  and
remedies as against the  Collateral of a secured  party and further,  Lender may
apply or set-off such Collateral against the Guaranty  Obligations as the Lender
deems  appropriate,  and/or  refuse  to  honor  orders  to pay or  withdraw  the
Collateral  or sums  represented  thereby,  all at  Lender's  sole and  absolute
discretion.

         (e) The  obligations,  covenants,  agreements  and duties of  Guarantor
under this  Guaranty  shall in no way be  affected  or impaired by reason of the
occurrence  from  time to  time  of any of the  following  with  respect  to the
Documents,  or any other  documents  establishing  or  evidencing  the  Guaranty
Obligations or this Guaranty (collectively, the "Instruments"):

              (i) The  waiver of the  performance  or  observance  by CXI of any
         agreement,  covenant,  term or condition to be performed or observed by
         it;

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<PAGE>

              (ii) The  extension  of the time for the payment of any sums owing
         or payable under the Instruments or the time for the performance of any
         other  obligation  under  or  arising  out  of or  on  account  of  the
         Instruments;

              (iii)  The  supplementing,   modification  or  amendment  (whether
         material  or  otherwise)  of  any  of  the  instruments  or  any of the
         Obligations  of CXI set  forth in any of the  Instruments  or any other
         documents establishing or evidencing the Guaranty Obligations;

              (iv) Any failure, omission, delay or lack on the part of Lender or
         any other  person to enforce,  assert or exercise  any right,  power or
         remedy conferred on Lender, or such other person in or by virtue of any
         of the Instruments, or any action on either such Lender's or such other
         person's part in granting indulgence or extension in any form;

              (v) The  release of any  Collateral  under this  Guaranty,  or the
         release, modification, waiver or failure to enforce any other guaranty,
         indemnity, pledge or security device whatsoever;

              (vi) The voluntary or involuntary liquidation,  dissolution,  sale
         of all or substantially all of the property,  marshalling of assets and
         liabilities,  receivership,  insolvency, bankruptcy, assignment for the
         benefit  of  creditors,  reorganization,  arrangement,  composition  or
         readjustment of, or other similar application or proceeding  affecting,
         CXI or any of its assets;

              (vii) The sale, transfer or conveyance of any of the Collateral or
         any part thereof or any interest  therein to any party,  whether now or
         hereafter having or acquiring an interest in the Collateral;

              (viii) The release of CXI from the  performance  or  observance of
         any of the agreements,  covenants, terms or conditions contained in any
         of the Instruments, whether by operation of law, or otherwise.

         (f) Notice of  acceptance  of this  Guaranty,  presentment,  diligence,
demand  for  payment,  protest,  notice  of  default  or  nonpayment,  notice of
dishonor, notice of protest, and all other notices and demands are hereby waived
by Guarantor.

         (g) Guarantor  hereby waives,  to the extent  permitted by law, any and
all legal  requirements that Lender institute any action or proceeding at law or
in equity against CXI, or anyone else, or exhaust their remedies against CXI, or
anyone  else,  in respect of the  Guaranty  Obligations  or the  Documents or in
respect  of any  other  security  held by  Lender as a  condition  precedent  to
bringing an action or proceeding against Guarantor under this Guaranty.

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<PAGE>

         (h) In the event that  Guarantor  shall advance or become  obligated to
pay any sums under this Guaranty, or in the event that for any reason whatsoever
CXI is now, or shall hereafter become,  indebted to Guarantor,  Guarantor agrees
that Guarantor shall not be entitled to enforce or receive payment thereof until
all such  sums  owed to  Lender  have been  paid.  Nothing  contained  herein is
intended or shall be construed to give  Guarantor any right of subrogation in or
under the Documents or any right to  participate  in any way therein,  or in the
right, title or interest of Lender in or to the Collateral,  notwithstanding any
payments made by Guarantor under this Guaranty until Lender shall have been paid
in full for all of the Guaranty Obligations.

Section 2.  Events of Default.
            -----------------

         If any of the following events occur and is continuing,  then an "Event
of Default"  under this  Guaranty  shall have occurred and Lender shall have all
rights and remedies  available to it under this Guaranty  against the Guarantor,
at law or in equity:

         (a) If any Guarantor  defaults in the  performance or observance of any
agreement, covenant term or condition contained in this Guaranty; or

         (b) If there  occurs an Event of  Default  as defined in the Note or if
CXI or Guarantor breaches any material covenant set forth in the Documents.

Section 3.  Miscellaneous.
            --------------

         (a) No delay on the part of  Lender  in  exercising  any power or right
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise of any power or right  hereunder or the failure to exercise same in any
instance preclude other or further exercise thereof or the exercise of any other
power or right; nor shall Lender be liable for exercising or failing to exercise
any such power or right. The rights and remedies hereunder  expressly  specified
are  cumulative  and not  exclusive of any rights or remedies that Lender may or
will otherwise have.

         (b) Guarantor  agrees and acknowledges  that the Guarantor's  liability
under  this  Guaranty  is  absolute  and  that no set  off,  recoupment,  claim,
reduction or diminution of any obligation, or any defense of any kind or nature,
which the  Guarantor or CXI may now or in the future may have against the Lender
shall  be  available  to the  Guarantor  against  the  Lender,  except  that the
Guarantor  may  assert as a defense  against  the  Lender  only full  payment or
performance by CXI of all Guaranty Obligations.

         (c) This Guaranty shall continue as to the Guarantor  until the Note is
satisfied in full and all  Obligations of CXI to the Lender have been satisfied,
including any of CXI's obligations,  warranties and representations that survive
payment in full and the termination of the Documents. In addition, this Guaranty
shall  continue as to the  Guarantor  until all such sums received by Lender are
not  subject  to  recision  or  repayment  upon the  bankruptcy,  insolvency  or
reorganization of any CXI and/or CASI.

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<PAGE>

         (d) If after  receipt  of any  payment  or  proceeds  on account of the
payment of all or any part of the Guaranty Obligations hereby guaranteed, Lender
is for any reason compelled to surrender or voluntarily surrenders, such payment
or proceeds to any person (a) because such payment or application of proceeds is
or may be avoided, invalidated, declared fraudulent, set aside, determined to be
void or voidable as a preference, fraudulent conveyance, impermissible setoff or
a diversion  of trust  funds,  or (b) for any other  reason,  including  without
limitation (i) any judgment, decree or order of any Court or administrative body
having  jurisdiction over Lender or any of its property,  or (ii) any settlement
or  compromise  of any such  claim  effected  by Lender  with any such  claimant
(including  CXI), then the Guaranty  Obligations  hereby  guaranteed or any part
thereof  intended to be  satisfied  shall be  reinstated  and  continue and this
Guaranty  shall  continue in full force as if such  payment or proceeds  had not
been  received  by  Lender,   notwithstanding  any  revocation  thereof  or  the
cancellation of any note or other  instrument  evidencing any obligation  hereby
guaranteed or otherwise;  and  Guarantor  shall be liable to pay to Lender,  and
hereby agrees to indemnify Lender and hold Lender harmless for, from and against
the  amount  of such  payment  or  proceeds  so  surrendered  and  all  expenses
(including all attorneys' fees, court costs and expenses  attributable  thereto)
incurred  by Lender in the  defense of any claim made  against  Lender  that any
payment  or  proceeds  received  by Lender in  respect of all or any part of the
obligations  hereby  guaranteed  must be  surrendered.  The  provisions  of this
paragraph shall survive the termination of this Guaranty,  and any  satisfaction
and  discharge  of CXI by virtue of any  payment,  court order or any federal or
state law.

         (e)  GUARANTOR  EXPRESSLY  WAIVES  ALL RIGHTS TO A TRIAL BY JURY IN ANY
ACTION, COUNTERCLAIM OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER
OF THIS GUARANTY.  THIS WAIVER APPLIES TO ALL CLAIMS AGAINST ALL PARTIES TO SUCH
ACTIONS AND PROCEEDINGS, INCLUDING PARTIES WHO ARE NOT PARTIES TO THIS GUARANTY.
THIS WAIVER IS KNOWINGLY,  INTENTIONALLY AND VOLUNTARILY MADE BY GUARANTOR,  AND
GUARANTOR  EXPRESSLY  ACKNOWLEDGES THAT NEITHER LENDER, NOR ANY PERSON ACTING ON
BEHALF OF LENDER, HAS MADE ANY  REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF
TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT.  GUARANTOR  FURTHER
ACKNOWLEDGE  THAT GUARANTOR HAS BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO
BE REPRESENTED) IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF THIS WAIVER
BY INDEPENDENT  LEGAL COUNSEL,  SELECTED OF GUARANTOR'S  OWN FREE WILL, AND THAT
GUARANTOR HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. GUARANTOR
FURTHER  ACKNOWLEDGES  THAT GUARANTOR HAS READ AND  UNDERSTANDS  THE MEANING AND
RAMIFICATIONS OF THIS GUARANTY AND, SPECIFICALLY, THIS WAIVER PROVISION.

         (f) All notices or other  communications  required or  permitted  to be
given  hereunder  shall  be  in  writing  and  shall  be  deemed  to  have  been
sufficiently given or served for all purposes either by hand delivery, facsimile
or sent by recognized  overnight  courier or by United States  registered  mail,
postage or fee prepaid,  if to Lender at its address  above  stated,  and in the

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<PAGE>

case of Guarantor to the attention of Guarantor at the respective address stated
above,  or at such other address of which either  Guarantor or Lender shall have
notified the other of them in writing as  aforesaid.  All such notices  shall be
deemed given three (3) business  days after  delivery to the United  States Post
Office  registry clerk or if sent by overnight  courier on the next business day
or if delivered by hand or by facsimile upon receipt thereof.

         (g)  This  instrument,  together  with  the  Documents  and  the  other
documents  establishing or evidencing the Guaranty  Obligations,  represents the
entire agreement  between the parties with respect to the subject matter hereof,
and this  Guaranty  may not be  modified  or  amended  except by a writing  duly
executed by the party to be charged.

         (h) In the event that any provision of this Guaranty or the application
thereof to Guarantor or any  circumstance  in any  jurisdiction  governing  this
Guaranty shall, to any extent, be invalid or unenforceable  under any applicable
statute,  regulation,  or rule of law,  then  such  provision  shall  be  deemed
inoperative  to the extent that it may  conflict  therewith  and shall be deemed
modified  to  conform  to such  statute,  regulation  or  rule  of law,  and the
remainder  of  this  Guaranty  and  the  application  of  any  such  invalid  or
unenforceable provision to parties,  jurisdictions,  or circumstances other than
to whom or to which it is held invalid or  unenforceable,  shall not be affected
thereby  nor shall  same  affect the  validity  or  enforceability  of any other
provision of this Guaranty.

         (i) All guarantees, indemnities, covenants, warranties, representations
and agreements contained in this Guaranty shall bind the heirs,  executors,  and
successors  of  Guarantor,  and shall  inure to the  benefit  of Lender  and its
successors and assigns.

         (j) This Guaranty may not be assigned by Guarantor.

         (k) This Guaranty shall be governed by and construed in accordance with
the internal laws of the State of New York,  without  regard to conflicts of law
principles.

         (l)  This  Guaranty  may be  executed  simultaneously  in  one or  more
counterparts,  each of which  shall be deemed an  original,  and it shall not be
necessary in making  proof of this  Guaranty to produce or account for more than
one such counterpart.

         (m) The  undersigned  shall  pay to  Lender  all  costs  and  expenses,
including  without  limitation  all  reasonable  attorneys'  fees  and  costs of
litigation,  incurred by Lender in connection  with the enforcement of the terms
of this Guaranty.

         (n) The Guarantor is presently  informed of the financial  condition of
CXI and of all other  circumstances  which a diligent  inquiry  would reveal and
which  bear  upon  the  risk  of  nonpayment  or  performance  of  the  Guaranty
Obligations.

                            [Signature Page Follows]


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<PAGE>

         IN WITNESS  WHEREOF,  this  Guaranty  was  executed  and  delivered  by
Guarantor as of the date first above written.

                                 COMMODORE ADVANCED
                                 SCIENCES, INC.


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





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


         On this 9th day of April, 2005, before me, the undersigned,  personally
appeared James M. DeAngelis, 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



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