UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                         ----------
                              
                  SCHEDULE 14A INFORMATION
                              
                       Proxy Statement
 Pursuant to Section 14(a) of the Securities Exchange Act of
                            1934
                              
                 Filed by the Registrant |X|
       Filed by a Party other than the Registrant |_|
                              
                 Check the appropriate box:
 |X| Preliminary Proxy Statement        |  | Confidential,
                    For Use of Commission
                    Only (as permitted by
                      Rule 14a-6(e)(2))
               |X| Definitive Proxy Statement
             |_| Definitive Additional Materials
          |_| Soliciting Material Under Rule 14a-12
                              
                              
            COMMODORE APPLIED TECHNOLOGIES, INC.
                              
      (Name of Registrant as Specified in Its Charter)
                              
-------------------------------------------------------------
(Names of Person(s) Filing Proxy Statement, if Other Than the
                         Registrant)
                              
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                      computed pursuant
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                        filing fee is
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PROXY STATEMENT
   AND NOTICE OF

          2003


     ANNUAL
STOCKHOLDERS
          MEETING





           COMMODORE APPLIED TECHNOLOGIES, INC.






NOTICE OF 2003 ANNUAL
MEETING OF STOCKHOLDERS
------------------------------------------------------

 Time:         11:00 a.m. on Tuesday, February 8, 2005


 Place:        The Fitzpatrick Hotel
               687 Lexington Avenue
               New York, NY 10022

 Items of
 Business:

               1)   To elect directors.
                 
               2)   To authorize our Board of Directors in its 
                    discretion, to amend our Certificate of 
                    Incorporation to effect a reverse stock split 
                    in a ratio of between 1-for-10 and 1-for-20,
                    without further approval of our stockholders.
                                     
               3)   To ratify the Company's selection of independent
                    auditors.
                                     
               4)   To transact other business properly coming before 
                    the meeting.


 Who Can Vote: You can vote if you were a stockholder of
               record on December 14, 2004.

 Annual Report: A copy of our 2003 Annual Report on Form 10K is enclosed.


 Date of Mailing: This notice and the proxy statement are first being 
                  mailed to stockholders on or about December 28, 2004.



             By Order of the Board of Directors
                James M. DeAngelis, Secretary




                  LETTER TO THE STOCKHOLDERS





To Our Stockholders:

It  is  our pleasure to invite you to attend our 2003  Annual
Meeting  of  Stockholders, which will be held  this  year  on
Tuesday,  February  8,  2005, at the Fitzpatrick  Hotel,  687
Lexington Avenue, New York, NY 10022.  The meeting will start
at 11:00 a.m. local time.

On  the  ballot at this year's meeting are company  proposals
(1) for the election of directors, (2) to authorize our Board
of  Directors in its discretion, to amend our Certificate  of
Incorporation to effect a reverse stock split in a  ratio  of
between  1-for-10 and 1-for-20, without further  approval  of
our stockholders, and (3) to ratify the Company's independent
auditor.  We also look forward to answering your questions at
the  meeting in the manner discussed in the proxy  statement.
If you will need special assistance at the meeting because of
a  disability, please contact James M. DeAngelis at  212-308-
5800.   We  will not provide an interpreter for  the  hearing
impaired.

Please  note  that  you will need to  show  that  you  are  a
stockholder  of Commodore to attend the annual  meeting.   If
your  shares are registered in your name, your admission card
is  attached to your proxy card, and you will need  to  bring
this card with you to the meeting.  If your shares are in the
name  of  your  broker  or bank or you  received  your  proxy
materials electronically, you will need to bring evidence  of
your  stock  ownership,  such as your most  recent  brokerage
statement, and valid picture identification.  If you  do  not
have either an admission card or proof that you own Commodore
Applied  Technologies, Inc. stock, you may  not  be  admitted
into the meeting.

Whether  or  not  you plan to attend, you can  be  sure  your
shares are represented at the meeting by promptly voting  and
submitting  your proxy by completing, signing  and  returning
the enclosed proxy card.

Thank you for your support.

Sincerely,


/s/ Shelby T. Brewer
--------------------
Shelby T. Brewer
Chairman and CEO





ABOUT THE MEETING

What am I voting on?
--------------------

You will be voting on the following:

*    To elect eight directors;
*    To authorize our Board of Directors in its discretion,
     to amend our Certificate of Incorporation to effect a reverse
     stock split in a ratio of between 1-for-10 and 1-for-20,
     without further approval of our stockholders; and
*    To ratify Tanner + Co as the Company's independent
     auditors.

Who is entitled to vote?
------------------------

You  may  vote if you owned stock as of the close of business
on November 10, 2004.  Each share of common stock is entitled
to  one  vote.   As of November 11, 2004, we had  134,346,053
shares of common stock outstanding.  As of December 14,  2004
there  were 382 shareholders of record.  The holders  of  the
Company outstanding shares of preferred stock have no  voting
rights.

How do I vote before the meeting?
----------------------------------

You have two voting options:

*    By facsimile through the number shown on your proxy
     card; or
*    By mail by completing, signing and returning the
     enclosed proxy card.

If  you  hold  your shares in the name of a bank  or  broker,
whether  you  can vote by facsimile depends on  their  voting
processes.  Please follow the directions on your  proxy  card
carefully.

Can I vote at the meeting?
---------------------------

You  may  vote  your shares at the meeting if you  attend  in
person.  Even if you plan to attend the meeting, we encourage
you  to vote your shares by proxy.  You may vote by proxy  by
facsimile or by mail.

Can I change my mind after I vote?
----------------------------------

You  may change your vote at any time before the polls  close
at the meeting.  You may do this by (1) signing another proxy
with a later date and returning it to us by mail or facsimile
prior to the meeting, or (2) voting again at the meeting.


What  if  I  return my proxy card but do not  provide  voting
instructions?
-------------------------------------------------------------

Proxies  that  are  signed and returned but  do  not  contain
instructions  will  be  voted (1) FOR  the  election  of  the
nominee  directors named on page 3 of this  proxy  statement;
(2)  FOR  the authorization of our Board of Directors in  its
discretion,  to  amend our Certificate  of  Incorporation  to
effect  a  reverse stock split in a ratio of between 1-for-10
and  1-for-20,  without further approval of our stockholders;
and (3) FOR the ratification of Tanner + Co. as the Company's
independent auditors.


What does it mean if I receive more than one proxy card?
--------------------------------------------------------

It  means that you have multiple accounts with brokers and/or
our  transfer  agent.  Please vote all of these  shares.   We
recommend  that you contact your broker and/or  our  transfer
agent  to consolidate as many accounts as possible under  the
same  name and address.  Our transfer agent is Registrar  and
Transfer Company, which may be reached at 1-800-866-1340.





Will my shares be voted if I do not provide my proxy?
-----------------------------------------------------

Your  shares may be voted under certain circumstances if they
are  held  in the name of a brokerage firm.  Brokerage  firms
have   the  authority  under  the  National  Association   of
Securities Dealers rules to vote customers' un-voted  shares,
which  are  referred  to  as "broker non-votes,"  on  certain
"routine"  matters,  including  the  election  of  directors.
Shares  represented  by  broker  non-votes  are  counted  for
purposes  of  establishing a quorum.  At our meeting,  shares
represented by broker non-votes will be counted as  voted  by
the  brokerage  firm  in the election of  directors  and  the
ratification of the auditors, but will not be counted for all
other matters to be voted on because these other matters  are
not  considered "routine" under the applicable rules.  If you
hold your shares directly in your own name, they will not  be
voted if you do not provide a proxy.

How can I attend the meeting?
-----------------------------

The  annual  meeting  is  open to all  holders  of  Commodore
Applied  Technologies common stock.  To attend  the  meeting,
you will need to bring evidence of your stock ownership.   If
your  shares are registered in your name, your admission card
is attached to your proxy card, and you will need to bring it
with  you to the meeting.  If your shares are in the name  of
your  broker  or  bank or you received your  proxy  materials
electronically, you will need to bring evidence of your stock
ownership, such as your most recent brokerage statement,  and
valid  picture identification.  For directions to the  annual
meeting, please call our Investor Relations department at 212-
308-5800.   If  you do not have either an admission  card  or
proof that you own Commodore Applied Technologies stock,  you
may not be admitted into the meeting.


May stockholders ask questions at the meeting?
----------------------------------------------

Yes.     Representatives   of   the   Company   will   answer
stockholders' questions of general interest at the end of the
meeting.   In  order to give a greater number of stockholders
an  opportunity to ask questions, individuals or groups  will
be  allowed  to  ask only one question and no  repetitive  or
follow-up questions will be permitted.


How many votes must be present to hold the meeting?
---------------------------------------------------

Your  shares  are counted as present at the  meeting  if  you
attend  the  meeting and vote in person or  if  you  properly
return  a  proxy by mail, or facsimile.  In order for  us  to
conduct our meeting, a majority of our outstanding shares  of
common  stock  as of November 10, 2004, must  be  present  in
person or by proxy at the meeting.  This is referred to as  a
quorum.





ABOUT THE MEETING

How many votes are needed to elect directors?
---------------------------------------------

The  eight  nominees receiving the highest  number  of  "Yes"
votes will be elected as directors.  This number is called  a
plurality.  Shares not voted, whether by marking "Abstain" on
your  proxy  card,  by  broker non-vote (which  is  described
above), or otherwise, will have no impact on the election  of
directors,  except that they may be counted for  purposes  of
establishing a quorum.  Unless a properly executed proxy card
is marked "Withhold Authority," the proxy given will be voted
"For" the eight nominees for director.

How many votes are needed to authorize our Board of Directors
in  its discretion, to amend our Certificate of Incorporation
to  effect a reverse stock split in a ratio of between 1-for-
10   and   1-for-20,   without  further   approval   of   our
stockholders?
-------------------------------------------------------------

The   amendment  of  the  Certificate  of  Incorporation   to
authorize our Board of Directors in its discretion, to  amend
our  Certificate of Incorporation to effect a  reverse  stock
split  in  a ratio of between 1-for-10 and 1-for-20,  without
further  approval of our stockholders must receive the  "Yes"
vote  of a majority of our outstanding shares of common stock
as  of  November  10, 2004.  A properly executed  proxy  card
marked "Abstain" with respect to these proposals will not  be
voted.   Accordingly, abstentions will have the effect  of  a
vote "Against" these proposals.


How many votes are needed to ratify the auditors?
-------------------------------------------------

The  proposal  to  ratify  the  Company's  selection  of   an
independent auditor must receive the "Yes" vote of a majority
of the shares present at the meeting in order to be approved.
Shares not voted, whether by marking "Abstain" on your  proxy
card,  by  broker  non-vote (which is  described  above),  or
otherwise,  will  have no impact on the ratification  of  the
Company's  independent auditor.  Unless a  properly  executed
proxy  card  is marked "Withhold Authority," the proxy  given
will be voted "For" ratification of the Company's independent
auditor.

Can  my shares be voted on matters other than those described
in this proxy statement?
-------------------------------------------------------------

Yes.  The Company has not received proper notice of,  and  is
not  aware  of, any business to be transacted at the  meeting
other  than  as  indicated in this proxy statement.   If  any
other item or proposal properly comes before the meeting, the
proxies  received  will  be  voted  in  accordance  with  the
discretion of the proxy holders.

Are appraisal rights applicable to any of the proposals?
---------------------------------------------------------

No, appraisal rights do not apply to any of the proposals.





ELECTION oF DIRECTORS &
DIRECTOR BIOGRAPHIES                      (Proposal Number 1)
-------------------------------------------------------------

Who are this year's nominees?
-----------------------------

The directors standing for election this year are:

*    Dr. Shelby T. Brewer - Chairman
*    Bentley J. Blum
*    Dr. Frank E. Coffman
*    James M. DeAngelis
*    Paul E. Hannesson
*    O. Mack Jones
*    VADM Michael P. Kalleres
*    Ambassador William A. Wilson


    WE RECOMMEND THAT YOU VOTE FOR THE ELECTION OF THESE
                          DIRECTORS
                              
                              
How long will this year's nominees serve?
-----------------------------------------

Each  director is elected to serve for a term of one year  or
until  his  or  her successor is duly elected and  qualified.
The  Company's  officers are elected by,  and  serve  at  the
pleasure of, the Board of Directors, subject to the terms  of
any  employment agreements.  Messrs. Hannesson and  Blum  are
brothers-in-law.   No family relationship  exists  among  any
other directors or executive officers of the Company.


Who are the directors who are nominated to  serve?
--------------------------------------------------

SHELBY T. BREWER, 68, Director since January 2001,
*    Chairman and CEO of the Company since April 2003.
*    President of the Company from January 2001 to April 2003.
*    Since April 2000, Mr. Brewer served as Chairman and CEO
     of Solutions, a wholly owned subsidiary of the Company.
*    From 1996 to March 2000, Dr. Brewer was President of S.
     Brewer  Enterprises, a privately held  consulting  firm  he
     founded   that  is  engaged  in  supporting   mergers   and
     acquisitions,  arranging private and public financing,  and
     forming joint ventures abroad.
*    Served  as  President  and CEO  of  the  nuclear  power
     businesses of ABB Combustion Engineering, a public company,
     from 1985 to 1995.
*    From 1981 to 1984, he served as Assistant Secretary of
     Energy in the Reagan administration, holding the top nuclear
     post in the US government.
*    Dr.  Brewer  holds  Ph.D. and M.S. degrees  in  nuclear
     engineering from Massachusetts Institute of Technology;  he
     holds a B.S. degree in mechanical engineering and a B.A. in
     humanities from Columbia University.


BENTLEY J. BLUM, 63, Director since March 1996,
*    Served as director of Environmental since 1984, Chairman
     of the Board of Environmental, a public company,  from 1984
     to November 1996 and is its principal stockholder.
*    Currently serves as a director of Separation, a wholly
     owned subsidiary of Environmental. Currently serves as a
     director of Solution, a wholly owned subsidiary of the
     Company.





*    Sole stockholder and director of a number of
     corporations that hold real estate interests, oil drilling
     and other corporate interests that are privately held
     companies.
*    Mr. Blum is the brother-in-law of Paul E. Hannesson,  a
     director of the Company.


DR. FRANK E. COFFMAN 63, Director since June 2002,
*   Mr.  Coffman  also  currently  serves  as  Senior  Vice
    President, Corporate Development Officer of Holmes & Narver,
    a public company, involved in construction and engineering
    (August 1997 - Present).
*   Mr. Coffman served as Senior Vice President, Government
    &  Commercial  Programs, IT Corporation, a public  company,
    from  January  1995  to  May 1997 and  as  Vice  President,
    Government & Commercial Programs, IT Corporation from 1984 to
    1995.
*   Mr. Coffman served as Deputy Assistant Secretary for
    Waste Management for the Department of Energy ("DOE") from
    1981 to 1984, Director of the Office of Advanced Nuclear
    Systems, DOE from 1980 to 1981 and as a Director of the
    Division of Fusion Development and Technology, DOE from 1978
    to 1980.
*   Mr.  Coffman  served  as Chief of the  Energy  Research
    Development Agency, Fusion Systems and Applications Studies
    Branch from 1970 to 1975.
*   Mr.  Coffman serves on the Board of Directors of Holmes
    and Narver, a public company.
*   Mr.  Coffman holds a Ph.D. in nuclear physics and a  MA
    degree  in plasma physics from Vanderbilt University.   Mr.
    Coffman  holds a BS degree in physics from Western Kentucky
    University.


JAMES M. DEANGELIS, 44, Director since June 2002,
*   Mr. DeAngelis was appointed Vice President-Finance  and
    Treasurer  of  the  Company in 1998 and promoted  to  Chief
    Financial  and  Administrative  Officer  and  Secretary  in
    December 1998.
*   Mr. DeAngelis also served as Senior Vice President-Sales
    & Marketing of Separation, a public company, since July 1996.
*   He also served as the President of CFC Technologies,
    formerly a wholly owned subsidiary of the Company, since
    September 1994.
*   He holds a MBA from the American Graduate School of
    International Management.  He holds B.S. degrees in Biology
    and Physiology from the University of Connecticut.


PAUL E. HANNESSON, 62, Director since March 1996,
*  Mr. Hannesson served as CEO and President of the Company
   from 1996 to January 2001.
*  He served as Director and Officer of Environmental, a
   public company, from 1996 to July 1998.
*  He serves as Chairman of the Board and CEO of
   Separation, a wholly owned subsidiary of the Company.
*  Mr. Hannesson is the brother-in-law of Bentley Blum, a
   director of the Company.


O. MACK JONES, 64, Director since October 2003,
*    President and C.O.O. of the Company since April 2003.
*    Since February 2001, Mr. Jones served as Acting
     President of Advanced Sciences, a wholly owned subsidiary of
     the Company.
*    From April 1998 to February 2001, Mr. Jones also has
     served as Vice President of Field Operations of the Company
     since April 1998, managing its field treatability studies and
     commercial projects.
*    From June 1996 to April 1998, Mr. Jones served as a
     consultant to the Company assisting in the commercialization
     of the solvated electron technology.
*    From 1991 to May 1996, Mr. Jones served as the founder
     and principal executive officer of a privately held
     environmental consulting company, Florida Vector Services,
     which provided both consulting and hands-on remediation
     services primarily in TSCA-related areas.
*    From 1986 to 1991, Mr. Jones was Vice President-
     Operations with Quadrex Environmental Company,a public
     company,  managing the company's field remediation
     businesses.
*    Mr. Jones held several managerial operating positions in
     power generation and distribution arenas during his twenty-
     six years of service to General Electric Company, a public
     company.
*    Mr. Jones holds a degree in mechanical engineering from
     Mississippi State University and is registered as a
     professional mechanical engineer.





VADM MICHAEL P. KALLERES, 63, Director since June 2002,
*   VADM Kalleres currently serves as President of Dare  to
    Excel  Inc.,  a  privately  held financial  management  and
    consulting  firm  (1998  to present).  He  also  served  as
    President and Chief Executive Officer of Global Associates,
    Ltd., Technology Services Group, a privately held financial
    and corporate consulting firm, from 1994 to 1998.
*   VADM Kalleres retired from active duty in September 1994
    after 32 years as a naval officer.
*   VADM    Kalleres   was   awarded   18   personal/unit
    military/combat   decorations   including    the    Defense
    Distinguished  Service Medal (2 awards) and the  U.S.  Navy
    Distinguished Service Medal. He is also a recipient of  the
    Congressional, Ellis Island Medal of Honor.
*   VADM Kalleres is a former member (1994-1998) of the
    Defense Science Board, the Naval Studies Board of the
    National Academy of Science.  He is also a board member of
    the Dean's Advisory Council at the Krannert School of
    Management-Purdue University, and the National Board of the
    Salvation Army.
*   VADM Admiral Kalleres was awarded a BS degree in
    Industrial Management and Engineering from the Krannert
    School of Management-Purdue University, and a MS degree in
    Political and International Affairs from George Washington
    University.


AMBASSADOR WILLIAM A. WILSON, 89, Director since June 2002,
*    Mr.  Wilson has been active in ranching and farming  in
     California and Mexico from 1980 to the present.
*    Mr. Wilson was active in real estate development in
     California from 1961 through 1980.
*    Mr. Wilson served as Chief Engineer of Wilson Oil Tools,
     a  privately held ,  from 1938 through 1955 and as Chairman
     from 1955 to 1961.
*    Mr. Wilson served as the Presidential Envoy to the Holy
     See from 1980 to 1984 and as Ambassador to the Holy See from
     1984 to 1986.
*    Mr. Wilson served on the Board of Directors of Jorgensen
     Steel Co., a public company, from 1973 to 1984 and again from
     1986  to  1991.   Mr. Wilson also served on  the  Board  of
     Directors of Pennzoil Company, a public company, from 1983 to
     1987.
*    Mr.  Wilson  holds a BA in Mechanical Engineering  from
     Stanford University and a Doctor of Laws, Honoris Causa from
     Assumption   College,  Barry  University,  and   Pepperdine
     University.





BOARD OF DIRECTORS INFORMATION

What is the makeup of the Board of Directors?
---------------------------------------------

Our  Board of Directors currently has eight (8) members.  All
current directors will be standing for election.

Is the Board currently divided into classes?
--------------------------------------------

No.

What if a nominee is unwilling or unable to serve?
--------------------------------------------------

This  is not expected to occur.  If it does, proxies will  be
voted for a substitute nominated by the Board of Directors or
the Board of Directors may reduce the number of directors.

What  happens if a Board member retires between the  election
of directors?
-------------------------------------------------------------

Under  terms of our Certificate of Incorporation, any vacancy
on  the  Board  may  be  filled by a  majority  vote  of  the
directors then in office.

How are directors compensated?
------------------------------

Each  director  who  is not an employee of Commodore  Applied
Technologies, Inc. receives $375.00 for meetings they  attend
other  than  by  telephone and are reimbursed for  reasonable
expenses  in  attending  meetings.  Directors  who  are  also
employees  of  Commodore Applied Technologies, Inc.  are  not
separately  compensated  for  their  services  as  directors.
Directors  are eligible to participate in the Company's  1998
Stock  Option  Plan,  as amended. All non employee  directors
were granted 310,000 options to purchase the Company's common
stock  on  November 19, 2003, at an exercise price  equal  to
100% of the trading price of the common stock on the date  of
award ($0.0285).

What are the committees of the Board?
-------------------------------------

The  Company's Board of Directors has (i) an Audit  Committee
and (ii) a Compensation, Stock Option and Benefits Committee.
The  Company  no  longer maintains an Executive  and  Finance
Committee.   On  August  30, 2000,  the  Board  of  Directors
unanimously  voted  to  abolish  the  Executive   &   Finance
Committee  and determined that the entire Board of  Directors
would  perform  its function.  The Company does  not  have  a
nominating  committee.  The Board believes  that  the  entire
Board of Directors can effectively perform the functions of a
nominating committee.

As  of  December 31, 2002, and as of July 24, 2003 the  Audit
Committee  was composed of Michael P. Kalleres  as  Chairman,
Frank  E. Coffman, James M. DeAngelis and William A.  Wilson.
The   responsibilities   of  the  Audit   Committee   include
recommending  to  the  Board  of  Directors   the   firm   of
independent  accountants  to  be  retained  by  the  Company,
reviewing  with  the  Company's independent  accountants  the
scope  and  results  of  their  audits,  reviewing  with  the
independent   accountants   and  management   the   Company's
accounting  and reporting principles, policies and practices,
as  well as the Company's accounting, financial and operating
controls   and  staff,  supervising  the  Company's  policies
relating  to  business conduct and dealing with conflicts  of
interest relating to officers and directors of the Company.

As  of  December 31, 2003, and as of November 11,  2004,  the
Compensation,  Stock  Option  and  Benefits  Committee,   was
composed of William A. Wilson, as Chairman, Shelby T. Brewer,
Frank  E.  Coffman and Michael P. Kalleres. The Compensation,
Stock  Option, and Benefits Committee has responsibility  for
establishing  and  reviewing employee and  consultant/advisor
compensation,  bonuses  and  incentive  compensation  awards,
administering  and  interpreting  the  Company's  1998  Stock
Option  Plan,  and  determining the recipients,  amounts  and
other  terms (subject to the requirements of the  1998  Stock
Option  





Plan) of options which may be granted under the  1998
Stock Option Plan from time to time and providing guidance to
management in connection with establishing additional benefit
plans.

How often did the Board meet in fiscal 2003?
--------------------------------------------

The  Board  met  four  (4) times during 2003.  Each  director
attended at least 75% of the meetings of the Board and of the
committees of which they were members.  The Company's  policy
is  that  the  directors are expected to  attend  the  Annual
Meeting  of  Stockholders  unless  extenuating  circumstances
prevent  their  attendance.   All  of  the  directors  except
William  Wilson, Michael Kalleres, and Frank Coffman attended
the last Annual Meeting of Stockholders.




BOARD OF DIRECTORS INFORMATION


 Our Board of Directors has the following committees:
 
 EXECUTIVE & FINANCE:
 
 On  August  30,  2000,  the Board of  Directors  unanimously
 voted  to  abolish  the  Finance & Executive  Committee  and
 determined that the entire Board of Directors would  perform
 its function.
 
 AUDIT:
 
     *    Oversees auditing procedures
     *    Receives and accepts the report of independent auditors
     *    Oversees internal systems of accounting and management
          control
     *    Selection of independent auditors
     *    Pre-approves all audit and non-audit services to be
          performed by the independent auditor
     *    See Audit Committee Charter - Appendix B, for expanded
          list of responsibilities

 
 VADM Michael P. Kalleres - Chair
 James M. DeAngelis
 Frank E. Coffman, PhD.
 Ambassador William A. Wilson
 
 
The Audit Committee met two (2) times in 2003.


 
 COMPENSATION, STOCK OPTION & BENEFITS:
 
    *    Administers stock incentive plans
    *    Makes grants of stock awards to employees pursuant to
         stock incentive plans
    *    Reviews and recommends compensation of directors and
         executive officers
    *    Makes grants of stock awards to directors and officers
         pursuant to stock incentive plans
 
 
 Ambassador William A. Wilson - Chair
 Shelby T. Brewer, PhD.
 Frank E. Coffman, PhD.
 VADM Michael P. Kalleres
 
 
 The Compensation, Stock Option & Benefits Committee met two (2)
 times in 2003.






PROPOSED AMENDMENT  RELATING TO A REVERSE SPLIT
OF OUR OUTSTANDING COMMON STOCK       (Proposal Number 2)

What am I voting on?
--------------------

Our Board of Directors is seeking approval of an amendment to
our  certificate of incorporation, as amended, which we refer
to  as our certificate of incorporation, to effect a proposed
reverse split of our issued and outstanding common stock in a
ratio  between 1-for-10 and 1-for-20 at any time  before  the
2005  Annual Meeting of Stockholders. Our Board of  Directors
believes  that, because it is not possible to predict  market
conditions  at  the time the reverse stock  split  is  to  be
effected,  it  would  be  in  the  best  interests   of   the
stockholders  if  the  Board were able to  determine,  within
specified limits approved in advance by our stockholders, the
appropriate  reverse stock split ratio. The proposed  reverse
stock  split  would  combine a whole  number  of  outstanding
shares  of  our common stock into one share of common  stock,
thus  reducing the number of outstanding shares  without  any
corresponding   change   in   our   par   value   or   market
capitalization.  As a result, the number  of  shares  of  our
common  stock owned by each stockholder would be  reduced  in
the  same proportion as the reduction in the total number  of
shares outstanding, so that the percentage of the outstanding
shares  owned  by  each  stockholder would  remain  unchanged
(subject to any adjustments for fractional shares).

  If this proposal is approved by our stockholders, our Board
of  Directors  will subsequently have the authority,  in  its
sole  discretion, to determine whether or not to proceed with
a  reverse stock split. If the Board of Directors determines,
based on factors such as prevailing market and other relevant
conditions  and circumstances and the trading prices  of  our
common stock at that time, that a reverse stock split  is  in
our   best  interests  and  in  the  best  interests  of  our
stockholders,  it may, at such time as it deems  appropriate,
determine  the  exact ratio of the reverse  stock  split  and
effect the reverse split approved by our stockholders without
further  approval  or authorization of our stockholders.  The
text  of  the  proposed  amendment  to  our  certificate   of
incorporation  is provided in Appendix A.  The  text  of  the
proposed amendment is subject to modification to include such
changes as may be required by the office of the secretary  of
state  of  Delaware  or  as  our  Board  of  Directors  deems
necessary and advisable to effect the reverse stock split.

  Our  Board  of  Directors reserves  the  right,  even  after
stockholder approval, to forego or postpone the filing of  the
amendment to our certificate of incorporation if it determines
such action is not in our best interests or the best interests
of our stockholders. If the reverse stock split adopted by the
stockholders is not subsequently implemented by our  Board  of
Directors   and  effected  by  the  2005  Annual  Meeting   of
Stockholders, this proposal will be deemed abandoned,  without
any  further effect. In such case, our Board of Directors will
again seek stockholder approval at a future date for a reverse
stock  split if it deems a reverse stock split to be advisable
at   that  time.  If  the  amendment  to  our  certificate  of
incorporation is adopted and filed with the Delaware secretary
of  state, there will be no change in the number of authorized
shares of our common stock.

What are the Reasons for the Board's Recommendation?
----------------------------------------------------

Our  Board  of  Directors  has determined  that  it  would  be
advisable  to  effect a reverse stock split that would  reduce
the  number  of  shares of our outstanding common  stock.  The
primary reason for the reverse split stock is to increase  the
trading  price  of  our common stock on the Over  the  Counter
Bulletin  Board  on a per share basis, which we  believe  will
have several benefits to our company and our stockholders.

Our Board of Directors believes that our current low per share
market price of our common stock is due to many factors  which
include: the Company's lack of profitable operations over  the
last  three years, the Company's declining revenue  base  over
the last three years, the Company's restructuring efforts over
the  last three years, and to a lesser extent overall weakness
in  the environmental services sector.  Our Board of Directors
is hopeful that the price of our common stock will increase as
we continue to implement our business plan.





Our  Board  of  Directors believes that the  increased  market
price of our common stock expected as a result of implementing
a  reverse stock split will improve the marketability  of  our
common  stock and encourage interest and trading in our common
stock.   Because  of the trading volatility  often  associated
with   low-priced   stocks,   many   brokerage   houses    and
institutional  investors have internal policies and  practices
that  either prohibit them from investing in low-priced stocks
or tend to discourage individual brokers from recommending low-
priced stocks to their customers.  Some of those policies  and
practices may function to make the processing of trades in low-
priced    stock   economically   unattractive   to    brokers.
Additionally,  because  brokers'  commissions  on   low-priced
stocks  generally represent a higher percentage of  the  stock
price  than  commissions on higher-priced stocks, the  current
average  price  per share of our common stock  can  result  in
individual  shareholders paying transaction costs representing
a  higher percentage of their total share value then would  be
the case if the share price were substantially higher.

Our  Board  of Directors believes that by increasing  the  per
share  market  price of our common stock as a  result  of  the
reverse stock split, we may encourage greater interest in  our
common  stock  and enhance the acceptability and marketability
of  our  common stock to the financial community and investing
public   as  well  as  promote  greater  liquidity   for   our
stockholders.  In  addition, we have  134,346,053  outstanding
shares  of  common stock and 1,001,200 outstanding  shares  of
preferred  stock, which are convertible into an  aggregate  of
181,473,539 shares of common stock, which is more  than  other
engineering  and environmental waste treatment companies  that
are  comparable  in  size to us. A reverse stock  split  would
reduce  the number of shares outstanding to a number  that  is
more   comparable  with  those  of  similar  engineering   and
environmental  waste treatment companies and more  appropriate
to the size and scope of our current business.

It  should  be  noted that even after implementing  a  reverse
stock  split, the marketability of our common stock will still
be  adversely  impacted by the rules addressing  broker-dealer
practices  in connection with transactions involving  a  stock
defined as a "penny stock" (generally, an equity security that
has  a  market price of less than $5.00 per share that is  not
traded on a national securities exchange or quoted on Nasdaq).
In  addition,  the  liquidity  of  our  common  stock  may  be
adversely  affected by the proposed reverse stock split  given
the  reduced number of shares that would be outstanding  after
the  reverse  stock  split.  For  more  information  on  these
considerations  and other potential disadvantages  or  special
considerations relating to the reverse stock split, see "What 	
are the Risk Factors and Other Special Considerations Relating
to the Proposed Reverse Stock Split?" below.

How  did the Board Decide on the Range of 1-10 to 1-20 for the
Reverse Split?
--------------------------------------------------------------

The  Board of Directors believes that shareholder approval  of
an  exchange ratio range (rather than an exact exchange ratio)
provides  the  Board of Directors with maximum flexibility  to
achieve  the  purposes of the reverse stock split.  The  Board
analyzed  several companies in the same industrial sector  and
of  similar market capitalization and annual revenue  size  to
determine  the optimal level of common stock issuance  in  the
public  marketplace.  The Board determined  that  the  Company
should  have  1/10 to 1/20 of the currently issued  shares  of
common stock to more favorably compare to these companies with
respect to share price, share activity, and capital structure.

A  reverse  stock  split would reduce  the  number  of  shares
outstanding to a number that is more comparable with those  of
similar   engineering   and  environmental   waste   treatment
companies  and more appropriate to the size and scope  of  our
current business.

Why does the Board think the Proposed Reverse Split is Fair to
the Shareholders?
--------------------------------------------------------------

The  Board feels the proposed reverse stock split is  fair  to
all shareholders because they will all be treated equally with
respect  to  the  terms and conditions of  the  reverse  stock
split.  The  reverse  stock  split  will  affect  all  of  our
shareholders  uniformly and will not affect any  shareholder's
percentage  ownership interest in the Company  except  to  the
extent that the reverse stock split results in any shareholder
owning a fractional share.

As described below in the section entitled "What is the Effect
on Fractional Shares?", shareholders holding fractional shares
will  be  entitled to cash payments in lieu of such fractional
shares.  Such cash payments would reduce the number  of  post-
split  shareholders  to  the  extent  there  are  shareholders
holding fewer than up to 20 shares, depending on the ratio for
the  reverse  stock split selected by the Board of  Directors.
This  is not, 




however, the purpose for which the reverse stock
split is being affected.  As of December 10, 2004, the Company
has  no  shareholder of record holding less  than  20  shares,
although the Company may have beneficial owners of fewer  than
20 shares.

What  are  the  Risk Factors and Other Special  Considerations
Relating to the Reverse Stock Split?
--------------------------------------------------------------

If the reverse stock split is effected, the resulting per-share
stock   price  may  not  attract  institutional  investors   or
investment  funds and may not satisfy the investing  guidelines
of  such investors and, consequently, the trading liquidity  of
our common stock may not improve.

While the Board of Directors believes that a higher stock price
may  help generate investor interest, there can be no assurance
that  the reverse stock split will result in a per-share  price
that  will  attract  investors or that such  share  price  will
satisfy the investing guidelines of institutional investors  or
investment  funds.  As a result, the trading liquidity  of  our
common stock may not necessarily improve.

There   can  be  no  assurance  that  that  the  total   market
capitalization of our common stock (the aggregate value of  all
our  common stock at the then market price) after the  proposed
reverse stock split will be equal to or greater than the  total
market  capitalization before the proposed reverse stock  split
or  that  the  per-share  market  price  of  our  common  stock
following  the reverse stock split will increase in  proportion
to  the  reduction in the number of shares of our common  stock
outstanding before the reverse stock split.

There  can be no assurance that the market price per new  share
of  our  common stock after the reverse stock split will remain
unchanged  or  increase in proportion to the reduction  in  the
number of old shares of our common stock outstanding before the
reverse  stock split.  For example, based on the closing  price
of our common stock on December 14, 2004 as quoted in the Over-
the-Counter Bulletin Board of $.01 per share, if the  Board  of
Directors  decides  to implement the reverse  stock  split  and
selects  a  reverse stock split ratio of one-for-twenty,  there
can  be  no assurance that the post-split market price  of  our
common stock would be $.20 or greater.  Accordingly, the  total
market  capitalization of our common stock  after  the  reverse
stock  split  may be lower than the total market capitalization
before  the reverse stock spilt.  Moreover, in the future,  the
market  price  of our common stock following the reverse  stock
split  may  not exceed or remain higher than the  market  price
prior to the reverse stock split.

A  decline  in the market price of our common stock  after  the
reverse  stock split may result in a greater percentage decline
than  would occur in the absence of a reverse stock split,  and
the  liquidity of our common stock could be adversely  affected
following such a reverse stock split.

If  the reverse stock split is effected and the market price  of
our common stock declines, the percentage decline may be greater
than  would occur in the absence of a reverse stock split.   The
market price of our common stock will, however, also be based on
our  performance and other factors, which are unrelated  to  the
number  of shares of common stock outstanding. Furthermore,  the
liquidity of our common stock could be adversely affected by the
reduced  number  of shares that would be outstanding  after  the
reverse stock split.

The  marketability  of  our common stock  will  continue  to  be
adversely impacted by the "penny stock rules."

Broker-dealer  practices  in  connection  with  transactions  in
"penny  stocks"  are  regulated by  certain  penny  stock  rules
adopted  by  the  Securities  and  Exchange  Commission.   Penny
stocks,  like shares of our common stock, generally  are  equity
securities  with  a  price  of  less  than  $5.00,  other   than
securities  registered on certain national securities  exchanges
or  quoted  on Nasdaq. The penny stock rules require  a  broker-
dealer,  prior  to a transaction in a penny stock not  otherwise
exempt from the rules, to deliver a standardized risk disclosure
document  that provides information about penny stocks  and  the
nature and level of risks in the penny stock market. The broker-
dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the  broker-
dealer  and  its  salesperson in the transaction,  and,  if  the
broker-dealer  is the sole market maker, the broker-dealer  must
disclose this fact and the broker-dealer's presumed control over
the  market, and monthly account statements showing  the  market
value  of  each penny stock held in the customer's  account.  In
addition,  broker-dealers who sell these securities  to  persons
other than established customers and "accredited investors" must
make  





a special written determination that the penny stock is  a
suitable   investment  for  the  purchaser   and   receive   the
purchaser's  written agreement to the transaction. Consequently,
these  requirements will continue to have the effect of reducing
the  level  of trading activity and marketability of our  common
stock.

Stockholders holding less than 20 shares of common stock may be
forced to sell their shares at a time not of their choosing and
at a depressed market price.

Shareholders holding fractional shares will be entitled to cash
payments  in lieu of such fractional shares. Thus, shareholders
holding fewer than 20 shares may be forced, as a result of  the
reverse  stock  split, to sell their shares at a  time  not  of
their  own  choosing.  Moreover, because such  holders  do  not
choose  the  time of such sale, such holders may be  forced  to
sell at a depressed price.

The  reverse stock split may result in increased transaction
costs to stockholders.

The  number of shares held by each individual stockholder  will
be reduced if the reverse stock split is implemented. This will
increase the number of stockholders who hold less than a "round
lot,"  or  100  shares.  Typically, the  transaction  costs  to
stockholders  selling  "odd lots" are higher  on  a  per  share
basis. Consequently, the reverse stock split could increase the
transaction  costs to existing stockholders in the  event  they
wish to sell all or a portion of their position.
The  reverse stock split will result in an increased number  of
authorized  but  unissued shares, which could lead  to  greater
dilution  as  a result of future financing.  Upon effectiveness
of  the reverse stock split, the number of authorized shares of
common stock that are not issued or outstanding, as of December
10,  2004, would increase from approximately 165,653,947 shares
to as many as approximately 286,565,395 shares assuming a 1-for-
10  reverse  stock  split.    As a  result,  we  will  have  an
increased  number of authorized but unissued shares  of  common
stock.  Authorized but unissued shares will  be  available  for
issuance,  and  we  may  issue such  shares  in  financings  or
otherwise.  If  we  issue  additional  shares,  the   ownership
interests of our current stockholders may be diluted.

What  Factors will the Board Cconsider in Determining Wwhether
and wWhen to eEffect the Reverse Stock Split?
--------------------------------------------------------------

Although  the  Board of Directors has not yet  determined  the
timing  of the reverse stock split, the Board is currently  in
favor  of effecting the reverse stock split in a timely manner
following  stockholder approval of this proposal in the  range
proposed  assuming all of the factors which led the  Board  to
consider  the  reverse  stock split continue  to  exist.   The
determination of whether and when to effect the reverse  stock
split  will be determined by the Board of Directors  based  on
prevailing market conditions at the time and the current share
price of the Company's common stock at such time.


How many Shares  Will Result after the Reverse Split?
------------------------------------------------------

The  information in the following table is based on 134,434,605
shares of the Company's issued and outstanding common stock  as
of December 10, 2004.





                                                     
Proposed Reverse    Shares Issued     Shares Authorized and   Shares Authorized
Stock Split         and Outstanding   Reserved for Issuance     but Unreserved
                                           

1 for 10             13,434,605            30,052,549             256,512,846
1 for 20              6,717,303            15,026,274             278,256,423
                                           


                                           



What is the Effect on Fractional Shares?
----------------------------------------

If  any  reverse  split ratio is authorized  by  our  Board  of
Directors, implementation of a reverse stock split would result
in some stockholders owning a fractional share of common stock.
For  example,  if  a 1-for-10 reverse stock split  were  to  be
implemented, the shares owned by a stockholder with  99  shares
would  be  converted into 9.9 shares. To avoid such  a  result,
stockholders  that  would otherwise be entitled  to  receive  a
fractional  share of our common stock as a consequence  of  the
reverse stock split will receive, instead, at the discretion of
our  Board of Directors, either (i) a cash payment from  us  in
U.S.  dollars  equal  to  the value of that  fractional  share,
determined on the basis of the average closing sales  price  of
our common stock on the Over the Counter Bulletin Board for the
20 trading days immediately preceding the effective date of the
reverse stock split (as adjusted for that reverse stock  split)
or  (ii)  a  cash payment from the transfer agent in an  amount
equal  to  such  stockholder's pro  rata  share  of  the  total
proceeds  from  the sale, by the transfer agent  on  behalf  of
those  holders  who would otherwise be entitled  to  receive  a
fractional share, of an aggregate of all fractional  shares  in
the  open  market at the then prevailing prices. No transaction
costs  will  be  assessed in connection with the  sale  of  the
aggregated shares. You will not be entitled to receive interest
for  the period between the effective time of the reverse stock
split  and  the  date you receive your payment  for  cashed-out
shares.

If any stockholder owns, in total, fewer than the number of our
shares  to  be  converted into one share as  a  result  of  the
reverse  stock  split,  that  stockholder's  shares  would   be
converted into a fractional share of stock and that stockholder
would  receive only cash in place of the fractional share.  For
example, if a 1-for-10 reverse stock split is implemented  then
stockholders  with  fewer than ten shares  would  receive  only
cash.  As  a result, the interest of such stockholders  in  our
company would be terminated and such stockholders would have no
right  to share in our assets or future growth. Based  on  this
example, each stockholder that owns ten shares or more  of  our
common stock prior to the reverse stock split will continue  to
own  one or more shares after the reverse stock split and would
continue  to  share  in  our assets  and  future  growth  as  a
stockholder,  and  any stockholder that  owns  fewer  than  ten
shares would receive only cash in place of the fractional share
resulting  from the reverse stock split. Assuming  the  reverse
split  under  the  proposed amendment  to  our  certificate  of
incorporation is a 1-for-10 reverse stock split, a  stockholder
could  assure his or her continued ownership of shares  of  our
stock  after the reverse split by purchasing a number of shares
sufficient  to increase the total number of shares that  he  or
she owns to ten or more.

Shareholders should be aware that under the escheat laws of the
various  jurisdictions where they reside, where the Company  is
domiciled and where the funds will be deposited, sums  due  for
the  fractional interests that are not timely claimed after the
funds  are  made available may be required to be  paid  to  the
designated  agent  for  each  such  jurisdiction.   Thereafter,
holders of our common stock otherwise entitled to receive  such
funds  may have to obtain the funds directly from the state  to
which they were paid.

What is the Effect of Reverse Stock Split on Options?
------------------------------------------------------

The number of shares subject to outstanding options to purchase
shares  of our common stock also would automatically be reduced
in  the  same ratio as the reduction in the outstanding shares.
Correspondingly, the per share exercise price of those  options
will  be  increased in direct proportion to the  reverse  stock
split  ratio, so that the aggregate dollar amount  payable  for
the  purchase of the shares subject to the options will  remain
unchanged. Assuming that an optionee holds options to  purchase
1,000  shares at an exercise price of $0.07 per share,  on  the
effectiveness of a 1-for-10 reverse stock split, the number  of
shares  subject to that option would be reduced to  100  shares
and  the  exercise price would be proportionately increased  to
$0.70 per share.

Why is the Effect of Reverse Stock Split on Warrants?
-----------------------------------------------------

The  agreements governing the outstanding warrants to  purchase
shares   of  our  common  stock  include  provisions  requiring
adjustments to both the number of shares issuable upon exercise
of  such warrants, and the exercise prices of such warrants, in
the  event  of a reverse stock split. Assuming that  a  warrant
holder  holds a warrant to purchase 10,000 shares of our common
stock  at  an  exercise  price  of  $0.07  per  share,  on  the
effectiveness of a 1-




for-10 reverse stock split, the number  of
shares subject to that warrant would be reduced to 1,000 shares
and  the  exercise price would be proportionately increased  to
$0.70 per share.

What  is  the  Effect  of  Reverse Stock  Split  on  Series  E
Convertible Preferred Stock?
--------------------------------------------------------------

On  November  4,  1999, the Company completed a  $2.5  million
private  placement  financing with The Shaar  Fund  Ltd.   The
Company  issued to The Shaar Fund 335,000 shares  of  a  newly
authorized Series E Convertible Preferred Stock (the "Series E
Convertible"), par value $0.001 per share, each such share  of
Series  E  Convertible having a stated  value  of  $10.00  per
share.

The  holder of our Series E Convertible may convert  into  the
Company's common stock, at any time after April 30, 2000,  for
a conversion price equal to the arithmetic mean of the closing
prices  of the Company's common stock as reported on the  Over
the   Counter   Bulletin  Board  for  the  ten  trading   days
immediately preceding the date of conversion. The  Shaar  Fund
currently  holds  95,500 shares of Series E Convertible.   The
conversion  of the Series E Convertible is unaffected  by  the
Reverse Stock Split.

Accordingly, if the market price of the Company's common stock
after  the  reverse  stock split does not  increase  at  least
proportionately to the reduction in the number of  outstanding
shares of common stock as a result of the split (and remain at
at  least  such  level), then the Series  E  Convertible  will
convert in to a larger percentage of the outstanding shares of
the  Company's  common stock and therefore  have  a   greatera
greater  dilutive  effect on existing shareholders  after  the
reverse stock split.

The  holders of the Series E Convertible have no voting rights
and will not be entitled to vote on proposals addressed in the
Company's proxy statement.


What  is  the  Effect  of  Reverse Stock  Split  on  Series  F
Convertible Preferred Stock?
--------------------------------------------------------------

On  March  20,  2000,  the Company completed  a  $2.0  million
private  placement  financing with The Shaar  Fund  Ltd.   The
Company  issued to The Shaar Fund 226,000 shares of  Series  F
Convertible Preferred Stock (the "Series F Convertible"),  par
value   $0.001  per  share,  each  such  share  of  Series   F
Convertible having a stated value of $10.00 per share.

The  holder of our Series F Convertible may convert  into  the
Company's common stock, at any time after September 31,  2000,
for  a  conversion price equal to the arithmetic mean  of  the
closing  prices of the Company's common stock as  reported  on
the  Over the Counter Bulletin Board for the ten trading  days
immediately preceding the date of conversion. The  Shaar  Fund
currently  holds 118,200 shares of Series F Convertible.   The
conversion  of the Series F Convertible is unaffected  by  the
Reverse Stock Split.

Accordingly, if the market price of the Company's common stock
after  the  reverse  stock split does not  increase  at  least
proportionately to the reduction in the number of  outstanding
shares of common stock as a result of the split (and remain at
at  least  such  level)  then the Series  F  Convertible  will
convert in to a larger percentage of the outstanding shares of
the  Company's  common stock and therefore  have  a   greatera
greater  dilutive  effect on existing shareholders  after  the
reverse stock split.

The  holders of the Series F Convertible have no voting rights
and will not be entitled to vote on proposals addressed in the
Company's proxy statement.

What  is  the  Effect  of  Reverse Stock  Split  on  Series  H
Convertible Preferred Stock?
--------------------------------------------------------------

The  Company issued 800,000 shares of Series H Preferred stock
(the  "Series H Preferred"), par value $0.001 per share,  each
such  share  of  Series H Preferred having a stated  value  of
$1.00  per share, to DRM, Russell and Speciale as part of  the
DRM   Settlement  Agreement  as  of  September  30,  2002  for
satisfaction  of  the remaining liabilities  relating  to  the
purchase and working capital of DRM.





The  certificate of designations governing the rights  of  our
outstanding   shares  of  Series  H  Preferred  provides   for
adjustments  to  the  conversion  amount  of  the  outstanding
Series  H  Preferred  stock in the event of  a  reverse  stock
split.  Assuming  that  a  1-for-10  reverse  stock  split  is
implemented and a stockholder holds one share of our Series  H
Preferred,  with an accreted value of $1.00 per  share  and  a
minimum  conversion  price  of $0.40  per  share,  before  the
effectiveness  of  the  reverse stock  split,  this  share  of
Series  H  Preferred would be convertible into 2.5  shares  of
common stock. On the effectiveness of the reverse stock split,
the  conversion  price  of the Series  H  Preferred  would  be
proportionately  increased to $4.00 per share.  As  a  result,
these   800,000  shares  of  Series  H  Preferred   would   be
convertible into 200,000 shares of common stock.

The  holders of the Series H Convertible have no voting rights
and will not be entitled to vote on proposals addressed in the
Company's proxy statement.


Implementation and Effect of the Reverse Stock Split
-----------------------------------------------------

If approved by our stockholders at the Special Meeting, and if
our  Board  of Directors determines that effecting  a  reverse
stock split is in our best interests and the best interests of
our  stockholders,  the Board will, in  its  sole  discretion,
select the reverse stock split in a ratio between 1-for-10 and
1-for-20,  based on market and other relevant  conditions  and
circumstances  and the trading prices of our common  stock  at
that time, and determine the method of dealing with fractional
shares.  Following such determinations, our Board of Directors
will effect the reverse stock split by directing management to
file  the  amendment to our certificate of incorporation  with
the  secretary of state of Delaware at such time as the  Board
has  determined  is  appropriate to effect the  reverse  stock
split.  The reverse stock split will become effective  at  the
time  specified  in  the  amendment  to  our  certificate   of
incorporation after its filing with the secretary of state  of
Delaware, which we refer to as the effective time.

We  estimate that, following the reverse stock split, we would
have approximately the same number of stockholders and, except
for  the  effect  of  cash payments for fractional  shares  as
described  above,  the completion of the reverse  stock  split
would   not  affect  any  stockholder's  proportionate  equity
interest in our company. By way of example, a stockholder  who
owns  a number of shares that prior to the reverse stock split
represented one-half of a percent of the outstanding shares of
the company would continue to own one-half of a percent of our
outstanding shares after the reverse stock split. The  reverse
stock  split  also  will not affect the number  of  shares  of
common  stock  that our Board of Directors  is  authorized  to
issue  under  our  certificate of  incorporation,  which  will
remain unchanged at 300,000,000 shares. However, it will  have
the  effect  of increasing the number of shares available  for
future  issuance  because of the reduction in  the  number  of
shares  that  will be outstanding after giving effect  to  the
reverse  stock  split. Also, because the reverse  stock  split
would  result in fewer shares of our common stock outstanding,
the  per  share income/(loss), per share book value and  other
"per share" calculations would be increased.

Even   if  the  reverse  stock  split  is  approved   by   the
Stockholders, our Board of Directors has discretion to decline
to carry out the reverse split if it determines for any reason
that  the reverse split will not be in our best interests.  If
the  reverse  split is not implemented on or before  the  2005
Annual   Meeting  of  Stockholders,  the  Board  will   either
resolicit  stockholder approval or abandon the  reverse  stock
split.

Exchange  of  Stock  Certificates and Payment  for  Fractional
Shares
--------------------------------------------------------------

Exchange   of  Stock  Certificates.      Promptly  after   the
effective  time, you will be notified that the  reverse  stock
split  has  been effected. Our stock transfer agent, Registrar
and  Transfer Company, whom we refer to as the exchange agent,
will implement the exchange of stock certificates representing
outstanding  shares  of common stock. You  will  be  asked  to
surrender to the exchange agent certificates representing your
pre-split  shares  in  exchange for certificates  representing
your post-split shares in accordance with the procedures to be
set  forth  in a letter of transmittal which we will  send  to
you. You will not receive a new stock certificate representing
your  post-split  shares until you surrender your  outstanding
certificate(s)  representing your pre-split  shares,  together
with the properly completed and executed letter of transmittal
to  the  exchange agent. We will not issue scrip or fractional
shares,  or  certificates for fractional shares, in connection
with the reverse stock split. For example, if a ratio of 1-for-
10  is  authorized by our Board of Directors,  should  you  be
entitled  to  receive fractional shares  because  you  hold  a
number of shares not evenly divisible by the number four,  you
will  be  entitled,  upon 





surrender to the exchange  agent  of
certificates  representing such shares,  to  a  cash  payment,
without  interest,  in  lieu of such  fractional  shares.  The
ownership of a fractional share will not give you any  voting,
dividend or other rights, except the right to receive  payment
for  the  fractional share as described above. PLEASE  DO  NOT
DESTROY   ANY  STOCK  CERTIFICATE  OR  SUBMIT  ANY   OF   YOUR
CERTIFICATES UNTIL YOU ARE REQUESTED TO DO SO.

Effect of Failure to Exchange Stock Certificates.
-------------------------------------------------

Upon  the  filing  of  the amendment to  our  certificate  of
incorporation  with  the  Delaware  secretary  of  state,  each
certificate representing shares of our common stock outstanding
prior to the that time will, until surrendered and exchanged as
described  above,  be  deemed, for all corporate  purposes,  to
evidence ownership of the whole number of shares of our  common
stock, and the right to receive, from us or the transfer agent,
the  amount of cash for any fractional shares, into  which  the
shares  of our common stock evidenced by such certificate  have
been converted by the reverse stock split. However, a holder of
such  unexchanged certificates will not be entitled to  receive
any  dividends or other distributions payable by us  after  the
effective   date,   until  the  old  certificates   have   been
surrendered. Such dividends and distributions, if any, will  be
accumulated,  and  at  the  time  of  surrender  of   the   old
certificates,  all such unpaid dividends or distributions  will
be paid without interest.


Are There Appraisal Rights?
---------------------------

Under  the Delaware General Corporation Law and our certificate
of  incorporation and amended bylaws, you are not  entitled  to
appraisal rights with respect to the reverse stock split.


What are the Federal Income Tax Consequences?
----------------------------------------------

The  following description of the material federal  income  tax
consequences  of  the  reverse stock  split  is  based  on  the
Internal   Revenue   Code,  applicable   Treasury   Regulations
promulgated  under  the  Code, judicial authority  and  current
administrative rulings and practices as in effect on  the  date
of  this  proxy statement. Changes to the laws could alter  the
tax  consequences  described below, possibly  with  retroactive
effect.  We  have not sought and will not seek  an  opinion  of
counsel or a ruling from the Internal Revenue Service regarding
the  federal  income tax consequences of the  proposed  reverse
stock  split.  This discussion is for general information  only
and  does  not discuss the tax consequences that may  apply  to
special   classes  of  taxpayers  (e.g.,  non-resident  aliens,
broker/dealers or insurance companies). The state and local tax
consequences  of the reverse stock split may vary significantly
as  to  each  stockholder, depending upon the  jurisdiction  in
which such stockholder resides. We urge stockholders to consult
their own tax advisors to determine the particular consequences
to them.

In  general, the federal income tax consequences of the  reverse
stock  split will vary among stockholders depending upon whether
they  receive  cash for fractional shares or  solely  a  reduced
number  of shares of our common stock in exchange for their  old
shares  of our common stock. We believe that because the reverse
stock  split  is  not part of a plan to increase periodically  a
stockholder's proportionate interest in our assets  or  earnings
and  profits,  the  reverse stock split  will  likely  have  the
following federal income tax effects.

A stockholder who receives solely a reduced number of shares of
our  common  stock  will not recognize  gain  or  loss.  In  the
aggregate, such a stockholder's basis in the reduced  number  of
shares of our common stock will equal the stockholder's basis in
its  old  shares of common stock and the holding period  of  the
common stock received after the reverse stock split will include
the holding period of the common stock held prior to the reverse
stock split exchanged therefore. A stockholder who receives cash
in  lieu of a fractional share as a result of the reverse  stock
split  will generally be treated as having received the  payment
as  a  distribution  in redemption of the fractional  share,  as
provided in section 302(a) of the Code, which distribution  will
be  taxed as either a distribution under Section 301 of the Code
or   an   exchange  to  such  stockholder,  depending  on   that
stockholder's particular facts and circumstances. Generally,  if
such  distribution is treated as an exchange  to  a  stockholder
receiving such a payment, the stockholder should recognize  gain
or  loss equal to the difference, if any, between the amount  of
cash  received  and  the stockholder's basis in  the  fractional
share. If the fractional share was held by the stockholder as  a
capital  asset  then the gain or loss will be taxed  as  capital
gain or loss, and will be long-term capital gain or loss if  the
stockholder's holding period in the fractional share is  greater
than  one year. In the aggregate, such a stockholder's




basis  in the  reduced number of shares of our common stock will 
equal the stockholder's basis in its old shares of common stock  
decreased by  the  basis allocated to the fractional share for which  
such stockholder  is entitled to receive cash and the holding period
of  the common stock received after the reverse stock split will
include the holding period of the common stock held prior to the
reverse stock split exchanged therefore.

We will not recognize any gain or loss as a result of the
reverse stock split.

                _____________________________

THE  BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL  TO
AUTHORIZE  OUR  BOARD OF DIRECTORS TO AMEND OUR  CERTIFICATE  OF
INCORPORATION  TO  EFFECT  A REVERSE SPLIT  OF  OUR  OUTSTANDING
COMMON  STOCK  IN A RATIO BETWEEN 1-FOR-10 AND 1-FOR-20  WITHOUT
FURTHER  APPROVAL  OF OUR STOCKHOLDERS, UPON A DETERMINATION  BY
OUR  BOARD  THAT  SUCH  A REVERSE STOCK SPLIT  IS  IN  OUR  BEST
INTERESTS AND IN THE BEST INTERESTS OF OUR STOCKHOLDERS.






RATIFICATION OF APPOINTMENT
OF INDEPENDENT ACCOUNTANTS                      (Proposal 3)
------------------------------------------------------------

What am I voting on?
--------------------

The  board  of  directors recommends that  stockholders  vote
"for" ratification of the appointment of Tanner + Co. as  the
Company's independent accountants for fiscal 2004.


What services does the independent accountant provide?
-------------------------------------------------------

The Audit Committee of the Company has appointed Tanner + Co.
as  the Company's independent accountants for the fiscal year
ending  December  31, 2004. Tanner + Co. has  served  as  the
Company's   independent  accountants  since  1999.   Services
provided to the Company and its subsidiaries by Tanner +  Co.
in  fiscal  2003  included the examination of  the  Company's
consolidated   financial  statements,  limited   reviews   of
quarterly  reports,  services related  to  filings  with  the
Securities  and  Exchange  Commission  and  consultations  on
various tax matters.

Will  the  independent  auditors be  present  at  the  Annual
Meeting?
-------------------------------------------------------------

A  representative(s) of Tanner + Co. will be present  at  the
annual  meeting  to respond to appropriate questions  and  to
make such statements as they may desire.

How  many votes are necessary to ratify Tanner + Co.  as  the
Company's independent accountants for fiscal 2004?
-------------------------------------------------------------

Ratification  of  the  appointment of Tanner  +  Co.  as  the
Company's  independent  accountants  for  fiscal  2004   will
require  the affirmative vote of a majority of the shares  of
Common  Stock represented in person or by proxy and  entitled
to  vote at the annual meeting. In the event stockholders  do
not  ratify  the appointment of Tanner + Co., the appointment
will be reconsidered by the Audit Committee and the Board  of
Directors.

What  fees  did the Company pay to Tanner + Co. for  services
provided in fiscal year 2003 and 2002?
-------------------------------------------------------------

The  following  table  presents fees  for  professional  audit
services  rendered  by  Tanner + Co.  for  the  audit  of  the
Company's  financial statements for the years  ended  December
31,  2003  and December 31, 2002, and fees billed by Tanner  +
Co. for other services during those periods.

                     2003      2002
                     ----      ----
Audit Fees (1)     $41,273   $57,570
Audit Related              
  Fees (2)           8,831    12,689
Tax Fees (3)        11,100    11,600
All Other Fees          -0-       -0-
Total              $61,204   $81,859

1. Audit  fees  consisted of audit work performed  in  the
   preparation of the financial statements, as well as work that
   generally  only  the independent auditor can  reasonably  be
   expected to provide, such as statutory audits.
2. Audit  related fees consisted principally of audits  of
   employee benefit plans.
3. Tax fees consisted principally of assistance related to
   tax compliance and reporting.

Financial Information Systems Design and Implementation  Fees:
There  were  no  fees  billed by Tanner  +  Co.  for  services
rendered  in  connection  with financial  information  systems
design  and  implementation services  described  in  Paragraph
(c)(4)(ii)  of Rule 2-01 of Regulation S-X. during the  fiscal
year ended December 31, 2003.





Principal  Accountant Independence: The  Audit  Committee  has
determined  that  the  provision  of  all  non-audit  services
performed  by  the principal accountant were  compatible  with
maintaining their independence.
                    _____________________

     WE RECOMMEND THAT YOU VOTE FOR THE RATIFICATION OF
                        THIS PROPOSAL




EXECUTIVE COMPENSATION
---------------------------------------------------------------

The following table sets forth the amount of all compensation
paid  by  the Company and/or its affiliates and allocated  to
the Company's operations for services rendered during each of
2003,  2002 and 2001 to all persons serving as the  Company's
Chief  Executive Officer during 2003, 2002, and 2001 to  each
of  the  Company's  four  most highly  compensated  executive
officers  other than the Chief Executive Officer whose  total
salary  and  bonus compensation exceeded $100,000 during  any
such year.




                           Summary Compensation Table

                                                                      
                                Annual Compensation              Long-Term Compensation
                                -------------------              ----------------------
                                                                        
                                                     Other                Securities
                                                    Annual   Restrited     Under-       LTIP   All Other
                                                    Compen-    Stock       Lying        Pay-   Compen-
Name and Principal                 Salary   Bonus  sation     Award(s)    Options       outs    sation
  Position                  Year    ($)      ($)     ($)        ($)         (#)          ($)     ($)
     (a)                    (b)     (c)      (d)     (e)        (g)         (g)          (h)     (i)
------------------          ----   ------   -----  -------  ----------   ---------      -----  ---------

Shelby T. Brewer, Ph.D.(1)  2003   -0-(2)    -0-     -0-       -0-       39,450,846(3)   -0-    30,000(4)
Chief Executive Officer     2002   69,677(2) -0-     -0-       -0-        2,865,200(3)   -0-    30,000(4) 
                            2001   90,137(2) -0-     -0-       -0-          200,000(3)   -0-        -0-


Paul E. Hannesson           2003   -0-       -0-     -0-       -0-        4,818,075(6)   -0-        -0-
Former Chief Executive      2002   -0-       -0-     -0-       -0-        1,181,925(6)   -0-        -0-  
Officer                     2001   77,242(5) -0-     -0-       -0-              -0-      -0-        -0-

                                                     
James M. DeAngelis(7)       2003   12,480(8) -0-     -0-       -0-       20,641,812(9)   -0-        -0-
Senior Vice President &     2002  114,175(8) -0-     -0-       -0-        1,841,688(9)   -0-        -0-
Chief Financial Officer     2001  164,368(8) -0-     -0-       -0-              -0-      -0-        -0-


William E. Ingram           2003      -0-    -0-     -0-       -0-              -0-      -0-        -0-
Former Vice President &     2002      -0-    -0-     -0-       -0-              -0-      -0-        -0-
Controller                  2001  20,645(10) -0-     -0-       -0-              -0-      -0-        -0-

                                                                      
O. Mack Jones(11)           2003 103,938(12) -0-     -0-       -0-       10,240,625(13)  -0-        -0-
President &                 2002 110,019(12) -0-     -0-       -0-         1,759,37(13)  -0-        -0- 
Chief Operating Officer     2001 134,805(12) -0-     -0-       -0-          100,000(13)  -0-        -0- 


Peter E Harrod              2003     -0-      -0-    -0-       -0-              -0-      -0-        -0-
Former President            2002     -0-      -0-    -0-       -0-              -0-      -0-        -0-
Advanced Sciences           2001  49,460(14)  -0-    -0-       -0-          200,000(15)  -0-        -0-








(1)   Mr.  Brewer  served  as  Chief  Executive  Officer  and
      President of Solutions and a director of the Company  since
      April  2000. Mr. Brewer assumed the positions of  Chairman,
      Chief  Executive Officer and President of the Company  from
      January 2001 through October 2003 and continues to serves as
      Chief Executive Officer and a director since October 2003 to
      present.
     
(2)  Represents the amount of Mr. Brewer's base salary  paid
     by  the  Company.  Mr. Brewer's base salary for  2003  from
     January  through April was $250,000, and from  May  through
     December  was  $285,000  of which $271,000  was  originally
     deferred until December 31, 2003, and remains unpaid as  of
     November  11, 2004. Mr. Brewer's base salary for  2002  was
     $250,000  of  which $184,231 was originally deferred  until
     December  31,  2002, and remains unpaid as of November  11,
     2004. Mr. Brewer's base salary for 2001was $250,000 of which
     $160,000  annually originally deferred until  December  31,
     2001,  and  remains unpaid as of  November 11,  2004.   Mr.
     Brewer's base salary for 2000 was $90,000.

(3)  Represents  shares  of  common stock  underlying  stock
     options granted to Mr. Brewer by the Company in his capacity
     as  an  officer  and director of the Company.   Mr.  Brewer
     canceled  prior options for 840,000 shares of common  stock
     voluntarily on October 2, 2002.

(4)  Represents  a $1,000,000 Life Insurance Policy  in  the
     name of Shelby T. Brewer paid on behalf of Mr. Brewer by the
     Company.

(5)  Represents  the amount of Mr. Hannesson's  base  salary
     paid  by  the Company.  The Company previously  recorded  a
     liability  for $344,000 representing amounts  owed  to  Mr.
     Hannesson  under his employment contract, but deferred  per
     agreement.  The  deferred salary amount  was  used  by  Mr.
     Hannesson to offset a portion of the exercise price and taxes
     with  respect to Mr. Hannesson's stock option  exercise  of
     830,000   stock  options  in  July  2000.    See   "Certain
     Relationships and Related Transactions-Services Agreement."
     Mr.  Hannesson was replaced as Chief Executive  Officer  by
     Shelby T. Brewer effective January 15, 2001.  Mr. Hannesson
     remains a director of the Company.

(6)  Represents  shares  of  common stock  underlying  stock
     options  granted  to Mr. Hannesson by the  Company  in  his
     capacity  as  an officer and director of the Company.   Mr.
     Hannesson  canceled prior options for 2,147,500  shares  of
     common stock voluntarily on October 2, 2002.

(7)  Mr. DeAngelis served as Vice President and Treasurer of
     the Company from July 1998 to December 1999 and as Sr. Vice
     President,  Chief  Financial  and  Administrative  Officer,
     Treasurer and Secretary from December 1999 to present.  Mr.
     DeAngelis has served as a director of the Company since June
     2002.

(8)  Represents the amount of Mr. DeAngelis' base salary paid
     by the Company.  Mr. DeAngelis' total base salary for 2003
     from January through April was $165,000, and from May through
     December  was  $225,000  of which $194,520  was  originally
     deferred until December 31, 2003, and remains unpaid as  of
     November 11, 2004.  Mr. DeAngelis' total base salary for 2002
     was $165,000 of which $55,985 was originally deferred until
     December  31,  2002, and remains unpaid as of November  11,
     2004.  Mr. DeAngelis' total base salary for 2001 was $165,000
     of which $33,000 was originally deferred until December 31,
     2002,  and  remains unpaid as of November  11,  2004.   Mr.
     DeAngelis'  base salary for 2000 and 1999 was $165,000  and
     $145,000 respectively.

(9)  Represents  shares  of  common stock  underlying  stock
     options  granted  to Mr. DeAngelis by the  Company  in  his
     capacity  as  an  officer of the Company.    Mr.  DeAngelis
     canceled  prior options for 681,250 shares of common  stock
     voluntarily on October 2, 2002.
  
(10) Represents the amount of Mr. Ingram's base salary  paid
     by  the Company.  Mr. Ingram's total base salary for  2001,
     2000  and  1999  was  $150,000.  Mr.  Ingram  resigned  his
     management position effective January 12, 2001.
  
(11) Mr. Jones served as Vice President and Field Operations
     Manager of Solutions from April 1998 to January 2001 and as
     President of Advanced Sciences from February 2001 to present,
     and President and Chief Operating Officer from April 2003 to
     present. Mr. Jones has served as a director of the  Company
     since October 2003.

(12) Represents the amount of Mr. Jones' base salary paid by
     the Company.  Mr. Jones' total base salary for  2003  from
     January  through April was $165,000, and from  May  through
     December was $250,000 of which $115,485 originally deferred
     until  December 31, 2003, and remains unpaid as of November
     11, 2004. Mr. Jones' total base salary for 2002 was $165,000
     of which $60,581 originally deferred until December 31, 2002,
     and remains unpaid as of November 11, 2004.  Mr. Jones' total
     base salary for 2001 was $165,000 of which $33,000 originally
     deferred until 




     December 31, 2001, and remains unpaid as  of
     November 11, 2004.  Mr. Jones' base salary for 2000 and 1999
     was $150,000.

(13) Represents  shares  of common  stock  underlying  stock
     options granted to Mr. Jones the Company in his capacity as
     an officer of the Company.  Mr. Jones canceled prior options
     for 437,500 shares of common stock voluntarily on October 2,
     2002.

(14) Represents the amount of Mr. Harrod's base salary  paid
     by the Company, through its wholly owned subsidiary, Advanced
     Sciences.  Mr. Harrod's total base salary for 1997, 1998 and
     1999 was $150,000, $170,000, and $190,000 respectively.  Mr.
     Harrod  resigned his management position effective February
     28, 2001.

(15) Represents  shares  of common  stock  underlying  stock
     options granted to Mr. Harrod by the Company in his capacity
     as  an  officer  of the Company.  Mr. Harrod  resigned  his
     management position effective February 28, 2001.





STOCK OPTIONS


The following table sets forth certain information concerning
options  granted during the year ended December 31,  2003  to
the  individuals  listed  in the Summary  Compensation  Table
pursuant to the Company's 1998 Stock Option Plan, as amended,
(the  "1998 Plan") and to certain individuals outside of  the
1998  Plan. The Company has no outstanding stock appreciation
rights  and  granted no stock appreciation rights during  the
year ended December 31, 2003.


              Option Grants in Last Fiscal Year

                     Individual Grants
           --------------------------------------



                                                                 
                                                                                Potential Realizable
                                                                                   Value at Assumed
                 Number of         Percent of                                      Annual Rates of
                 Securities        Total Options  Exercise of                 Stock Price Appreciation
                 Underlying        Granted to       Base                          for Option Term(6)
                  Options          Employees in     Price      Expiration     ------------------------- 
     Name        Granted (#)       Fiscal Year(5)  ($/Share)      Date           5%($)        10%($)  
     (a)             (b)               (c)            (d)         (e)             (f)          (g)
-----------------------------------------------------------------------------------------------------   

Shelby T. Brewer   39,450,846(1)      51.18%        0.0285     12/14/08           -0-          -0-
James M. DeAngelis 20,641,812(2)      26.78%        0.0285     12/14/08           -0-          -0-
O. Mack Jones      10,240,625(3)      13.29%        0.0285     12/14/08           -0-          -0-
Paul E. Hannesson   4,818,075(4)       6.25%        0.0285     12/14/08           -0-          -0-






  (1)   Options to purchase 39,450,846 shares of common stock
        were issued on November 19, 2003 outside of the 1998 Plan of
        which 100% vested upon issuance.

  (2)   Options to purchase 20,641,812 shares of common stock
        were issued on November 19, 2003 outside of the 1998 Plan of
        which 100% vested upon issuance.

  (3)   Options to purchase 10,240,625 shares of common stock
        were issued on November 19, 2003 outside of the 1998 Plan of
        which 100% vested upon issuance.
  
  (4)   Options to purchase 4,818,075 shares of common  stock
        were issued on November 19, 2003 outside of the 1998 Plan of
        which 100% vested upon issuance.

  (5)   Percentages based on 77,081,358 stock options granted
        (under the 1998 Plan and outside the 1998 Plan) during the
        year ended December 31, 2003.

  (6)   The  closing price for the Company's common stock  on
        December 31, 2003 was $0.013.  The closing price is used for
        all the subsequent stock appreciation calculations.





  The   following   table  sets  forth  certain   information
  concerning  the  exercise  of  options  and  the  value  of
  unexercised  options held under the 1998 Plan  and  outside
  of  the  1998  Plan at December 31, 2003 by the individuals
  listed in the Summary Compensation Table.


        Aggregated Option Exercises In Last Fiscal Year and Fiscal
                           Year-End Option Values





                                                          
                                                Number of            Value of Unexercised
                                           Securities Underlying     In-the-Money Options
                                           Unexercised Options       at Fiscal Year-End($)
                     Shares     Value      at Fiscal Year-End(#)         Exercisable/
                    Acquired   Realized         Exercisable/           Un-exercisable(2)
      Name             on       ($)(1)         Un-exercisable               
                   Exercise(#)              
       (a)            (b)         (c)               (d)                        (e)
----------------   ----------- ---------  -----------------------    ----------------------
                                               (d)
Shelby T. Brewer      -0-        -0-      40,316,046/40,316,046             -0-/-0-
                            
Paul E. Hannesson     -0-        -0-       6,000,000/6,000,000              -0-/-0-

James M. DeAngelis    -0-        -0-      21,483,500/21,483,500             -0-/-0-

O. Mack Jones         -0-        -0-      12,000,000/12,000,000             -0-/-0-


      
      

      (1) Represents the difference between the last reported
          sale price of the Common Stock on December 31, 2003
          ($0.013), and the exercise prices of the options
          (ranging from $0.0285 to $0.07) multiplied by the
          applicable number of options exercised.
      
      (2) Represents the difference between the exercise
          price and the closing price on December 31, 2003,
          multiplied by the applicable number of securities.





Securities Authorized for Issuance Under Equity Compensation Plans

The following table reflects the number of shares of our
common stock that, as of December 15, 2004, were outstanding
and available for issuance under compensation plans that have
previously been approved by our stockholders as well as
compensation plans that have not previously been approved by
our stockholders.





                                                                                                 
                                                     Number of Securities
                       Number of       Weighted-     Remaining Available
                     Securities to      Average              for
                           be        Exercise Price    Future Issuance
                      Issued Upon          of               Under
                      Exercise of     Outstanding    Equity Compensation  
                      Outstanding       Options,       Plans (Excluding
                        Options,      Warrants and   Securities Reflected   
                      Warrants and     Rights ($)       in Column (a))
                         Rights
                            
Plan Category             (a)             (b)                (c)
Equity                                                         
Compensation Plans                                             
Approved by Security                            
Holders (1)(2)          12,692,312        0.06             5,307,688
                                                               
Equity Compensation 
Plans not Approved by 
Security Holders 
(3)(4)                 102,507,158        0.03                -0-  

                                                               
Total..........        115,199,470        0.04             5,307,688




___________________________

1.   Consists of options issuable under the 1998 Stock Option
     Plan,  as  amended,  as  approved by  the  stockholders  on
     September 12, 2003.

2.   Consists of options issuable outside of the 1998  Stock
     Option Plan, as amended as approved by the stockholders  on
     September 12, 2003.

3.   Includes  options  to purchase a  total  of  75,151,358
     shares issued to Mr. Brewer, Mr. DeAngelis, Mr. Jones,  and
     Mr.  Hannesson in November 2003 outside of the  1998  Stock
     Option Plan, as amended.

4.   Includes  warrant  to purchase a  total  of  27,355,800
     shares issued to Mr. Blum in November 2003.


The following is a brief description of the material features
of the equity compensation plans not approved by our
stockholders that are reflected in the chart above.

On  November  19, 2003, our Board of Directors  approved  the
issuance of stock options outside of the Company's 1998 Stock
Option  Plan,  as  amended, and warrants  for  the  Company's
common  stock  to  executive officers and  directors  of  the
Company.   A  total of 75,151,358 fully vested, non-qualified
stock  options were issued with an exercise price of  $0.0285
and an expiration date of December 14, 2008 (as described  in
footnote  3  above).   A warrant for a  total  of  27,355,800
shares of the Company's common stock was issued to a director
with  an exercise price of $0.0285 and an expiration date  of
November  18, 2008 (as described in footnote 4  above).   The
purpose  of  these  options and warrant  is  to  advance  the
interests  of  our stockholders by enhancing our  ability  to
attract,  retain  and  motivate persons  who  make  important
contributions  to the Company by providing them  with  equity
ownership  opportunities that better  align  their  interests
with those of our stockholders.
     




     Ten Year Option Repricings
     
     The  following  table  sets forth information  regarding
     options  held by the Commodore Named Executive  Officers
     and  Directors that were voluntarily surrendered by such
     persons,  after which the Company issued new options  to
     such   persons  at  current  fair  market  value.    The
     Compensation  Committee approved these  transactions  in
     order to restore the incentive value of such options.
     





                                                                                 
                              Number of
                              Securities                                                            Length
                              Underlying    Market Price of       Exercise Price                    of Original
                              Options       Stock at              of Option at        New           Option Term At
                              Repriced or   Time of Repricing     Time of Repricing   Exercise      Date of Repricing
                     Date     Amended (#)   or Amendment ($)(1)    or Amendment ($)   Price($)(2)   or Amendment
                     ----     -----------   -------------------    ----------------   -----------   -------------
Shelby T. Brewer    10/02/02    200,000           $0.07                  $0.288          $0.07         12/14/08
                    10/02/02    500,000           $0.07                  $1.00           $0.07         12/14/08
                    10/02/02    140,000           $0.07                  $1.06           $0.07         12/14/08
James M. DeAngelis  10/02/02    181,250           $0.07                  $0.4375         $0.07         12/14/08
                    10/02/02    300,000           $0.07                  $0.288          $0.07         12/14/08
                    10/02/02    200,000           $0.07                  $0.688          $0.07         12/14/08
O. Mack Jones       10/02/02    187,500           $0.07                  $0.4375         $0.07         12/14/08
                    10/02/02    100,000           $0.07                  $0.288          $0.07         12/14/08
                    10/02/02    150,000           $0.07                  $0.688          $0.07         12/14/08
Paul E. Hannesson   10/02/02    147,500           $0.07                  $0.4375         $0.07         12/14/08
                    10/02/02  1,000,000           $0.07                  $0.50           $0.07         12/14/08
Bentley J. Blum     10/02/02     70,000           $0.07                  $0.4375         $0.07         12/14/08
                    10/02/02     70,000           $0.07                  $1.00           $0.07         12/14/08



      _________________________
     
     (1)  Represents the closing price of our common stock on
          October 2, 2002 as reported by the AMEX Stock Market ($0.07).

     (2)  In October 2002, Mr. Brewer, the Company's Chairman of
          the  Board and Chief Executive Officer, voluntarily
          surrendered options to purchase 840,000 shares of our common
          stock, after which the Company issued to him options to
          purchase 865,200 shares of our common stock so long as Mr.
          Brewer continues to be an eligible participant under the 1998
          Stock Option Plan, as amended.  The exercise price of the new
          options is equal to 100% of the fair market value of our
          common stock on the date of grant of the new options, as
          determined by the last reported sales price of our common
          stock as reported by the AMEX Stock Market on the date we
          granted the new options.

     (3)  In October 2002, Mr. DeAngelis, the Company's Chief
          Financial and Administrative Officer, Treasurer and
          Secretary, voluntarily surrendered options to purchase
          681,250 shares of our common stock, after which the Company
          issued to him options to purchase 681,250 shares of our
          common stock so long as Mr. DeAngelis continues to be an
          eligible participant under the 1998 Stock Option Plan, as
          amended.  The exercise price of the new options is equal to
          100% of the fair market value of our common stock on the date
          of grant of the new options, as determined by the last
          reported sales price of our common stock as reported by the
          AMEX Stock Market on the date we granted the new options.

     (4)  In October 2002, Mr. Jones, the Company's President and
          Chief Operating Officer, voluntarily surrendered options to
          purchase 437,500 shares of our common stock, after which the
          Company issued to him options to purchase 437,500 shares of
          our common stock so long as Mr. Jones continues to be an
          eligible participant under the 1998 Stock Option Plan, as
          amended.  The exercise price of the new options is equal to
          100% of the fair market value of our common stock on the date
          of grant of the new options, as determined by the last
          reported sales price of our common stock as reported by the
          AMEX Stock Market on the date we granted the new options.




     (5)  In October 2002, Mr. Hannesson, the Company's former
          Chairman  of the Board and Chief Executive Officer,
          voluntarily surrendered options to purchase 1,147,500 shares
          of our common stock, after which the Company issued to him
          options to purchase 1,147,500 shares of our common stock so
          long as Mr. Hannesson continues to be an eligible participant
          under the 1998 Stock Option Plan, as amended.  The exercise
          price of the new options is equal to 100% of the fair market
          value of our common stock on the date of grant of the new
          options, as determined by the last reported sales price of
          our common stock as reported by the AMEX Stock Market on the
          date we granted the new options.

     (6)  In  October  2002, Mr. Blum voluntarily surrendered
          options to purchase 140,000 shares of our common stock, after
          which the Company issued to him options to purchase 144,200
          shares of our common stock so long as Mr. Blum continues to
          be an eligible participant under the 1998 Stock Option Plan,
          as amended.  The exercise price of the new options is equal
          to 100% of the fair market value of our common stock on the
          date of grant of the new options, as determined by the last
          reported sales price of our common stock as reported by the
          AMEX Stock Market on the date we granted the new options.




COMPENSATION COMMITTEE REPORT
---------------------------------------

Filings  made  by  companies with the  Securities  and  Exchange
Commission  sometimes  "incorporate information  by  reference."
This means the Company is referring you to information that  has
been  previously  filed with the SEC and that  this  information
should be considered as part of the filing you are reading.  The
Compensation  Committee Report and Stock  Performance  Graph  in
this proxy statement are not incorporated by reference into  any
other filings with the SEC.

What are the components of executive compensation?
---------------------------------------------------

Our  compensation program for executives consists of  three  key
elements:

*    Annual base salary
*    Performance based annual bonus
*    Long-term stock incentive compensation

What is the overview and philosophy of executives compensation?
----------------------------------------------------------------

The  Company's executive compensation program is designed to  be
linked to corporate performance and returns to stockholders.  Of
particular importance to the Company is its ability to grow  and
enhance  its  competitiveness for the rest  of  the  decade  and
beyond.  Shorter-term performance, although scrutinized  by  the
CSOB  Committee,  stands  behind the  issue  of  furthering  the
Company's  strategic  goals.   To  this  end,  the  Company  has
developed   an   overall  compensation  strategy  and   specific
compensation  plans that tie a significant portion of  executive
compensation  to  the  Company's success  in  meeting  specified
performance goals.

The  objectives of the Company's executive compensation  program
are to:

*  attract,   motivate  and  retain  the   highest   quality
   executives;
*  motivate them to achieve tactical and strategic
   objectives in a manner consistent with the Company's
   corporate values; and
*  link executive and stockholder interests through equity-
   based plans and provide a compensation package that
   recognizes individual contributions as well as overall
   business results.

To   achieve   these   objectives,   the   Company's   executive
compensation program is designed to:

*  focus  participants  on high priority  goals  to  increase
   stockholder value;
*  encourage behavior that exemplifies to Company's values
   relating to customers, quality of performance, employees,
   integrity, teamwork and good citizenship;
*  assess performance based on results and pre-set goals
   that link the business activities of each individual to the
   goals of the Company; and
*  increase stock ownership to promote a proprietary 
   interest in the success of the Company.

How  are  the Chairman of the Board and Chief Executive  Officer
compensated?
----------------------------------------------------------------

Shelby  T. Brewer, the Chairman of the Board and Chief Executive
Officer  of  the Company, received a base salary for  2003  from
January  through  April  of $250,000 per  annum,  and  from  May
through  December was $285,000 per annum of which  $271,000  was
originally deferred until December 31, 2003, and remains  unpaid
as  of  November  11, 2004.  The members of the  CSOB  Committee
established the amount actually received by Mr. Brewer last year
as  base  salary  for services rendered to the Company  and  its
affiliates.  In  determining  Mr.  Brewer's  salary,  the   CSOB
Committee  considered,  without any  particular  weighting,  the
salaries   paid  to  chief  executive  officers  of   comparable
companies, the company's performance in terms of stock price and
key financial indices compared to its peers, the performance  of
Mr. Brewer, and Mr. Brewer's extensive industry knowledge.





Mr.  Brewer  received no cash bonus for fiscal  2003  under  the
Officers Bonus Pool Plan.  This plan pays total bonuses of up to
25%  of  a  participant's salary.  The CSOB Committee determined
that no bonus was to be paid in fiscal 2003.

How are other executive officers compensated?
----------------------------------------------

In  setting  all other executive officers annual  salaries,  the
CSOB Committee reviews an annual salary plan recommended by  the
Chairman  and CEO.  The annual salary plan is based on  numerous
subjective factors that include performance, merit increases and
responsibility levels.

All  executive  officers  are eligible  to  participate  in  the
officer's bonus plans.  Under these plans, officers are eligible
to  receive a bonus up to an established percent of their annual
base salary, depending on the Company's performance relative  to
criteria  established  by  the Compensation  Committee.   During
fiscal 2003, based upon these objective performance assessments,
no  officer  was  awarded a bonus as reflected  in  the  Summary
Compensation Table contained elsewhere in this proxy statement.


COMPENSATION, STOCK OPTION AND BENEFITS COMMITTEE


The   Report   of  the  Compensation  Committee   on   Executive
Compensation  shall not be deemed incorporated by  reference  by
any  general  statement incorporating by reference  this  Annual
Report  into any filing under the Securities Act, or  under  the
Exchange Act, except to the extent that the Company specifically
incorporates  this  information  by  reference,  and  shall  not
otherwise be deemed filed under such acts.


Does the Compensation Committee compare Company salaries to
other companies?
-----------------------------------------------------------

Salaries  are based on the Compensation Committee assessment  of
each  officer's past performance and the expectation for  future
contributions   in  leading  the  Company.   In  addition,   the
Compensation  Committee  reviews  compensation  data   for   the
industry  and other companies similar in size.  This  review  is
not  done scientifically.  The Compensation Committee uses other
company  compensation data for information  purposes  only,  but
also  considers  subjective factors relating to the  differences
between companies.

How are limitations on the deductibility of compensation
handled?
---------------------------------------------------------

Section   162(m)  of  the  Internal  Revenue  Code  limits   the
deductibility  of executive compensation paid by  publicly  held
corporations  to  $1  million  per  employee.   The  $1  million
limitation  generally  does not apply to compensation  based  on
performance goals if certain requirements are met.  The  Company
believes  its  Senior Officers' Bonus Pool  Plan  and  Executive
Officers' Bonus Plan each satisfy Section 162(m).  As a  result,
the  Company  believes that the compensation  paid  under  these
plans is not subject to limits on deductibility.  However, there
can  be  no  assurance that the Internal Revenue  Service  would
reach the same conclusion.

Who prepared this report?
--------------------------

This report has been furnished by the members of the
Compensation, Stock Option and Benefits committee:

Ambassador William A. Wilson, Chair
Shelby T. Brewer, PhD.
Frank E. Coffman, PhD.
VADM Michael P. Kalleres





AUDIT COMMITTEE REPORT
-------------------------

Filings  made  by  companies with the  Securities  and  Exchange
Commission  sometimes  "incorporate information  by  reference."
This means the Company is referring you to information that  has
been  previously  filed with the SEC and that  this  information
should be considered as part of the filing you are reading.  The
Audit   Committee  Report   in  this  proxy  statement  is   not
incorporated by reference into any other filings with the SEC.

What are the responsibilities of  the Audit
Committee?
-------------------------------------------

The   Audit   Committee  oversees  the  Company's   financial
reporting process on behalf of the Board of Directors and  is
governed  by its Charter as set forth in Exhibit  A,  hereto,
which  was  adopted  in October of 2004. Management  has  the
primary  responsibility for the financial statements and  the
reporting process including the systems of internal controls.
In  fulfilling its oversight responsibilities, the  committee
reviewed  the  audited  financial statements  in  the  Annual
Report  with  management,  including  a  discussion  of   the
quality,  not  just  the  acceptability,  of  the  accounting
principles, the reasonableness of significant judgments,  and
the  clarity of disclosures in the financial statements.  The
Audit  Committee  received the written  disclosures  and  the
letter   from   the  independent  accountants   required   by
Independence  Standards Board Standard No.  1  and  discussed
with  the  independent accountants the  independence  of  the
independent accountants.  The Audit Committee also  discussed
with  the  independent auditors the matters  required  to  be
discussed by Statement on Auditing Standards No. 61.

What are the areas of focus of  the Audit Committee?
----------------------------------------------------

The  Audit  Committee reviews with the independent  auditors,
who   are  responsible  for  expressing  an  opinion  on  the
conformity   of  those  audited  financial  statements   with
generally accepted accounting principles:

*    the overall scope and plans for their respective audits,

*    their  judgments  as  to  the  quality,  not  just   the
     acceptability, of the Company's accounting principles,

*    their  independence  from  management  and  the  Company
     including matters in the written disclosures and the letter
     from the independent accountants required by the Independence
     Standards Board No. 1,

*    and  such  other matters as are required to be discussed
     with  the  committee under generally  accepted  auditing
     standards.

The Audit Committee also pre-approves all audit and non-audit
services  performed by the independent auditors.  (see  Audit
Committee  Charter  -  Appendix  B,  for  expanded  list   of
responsibilities)

Who are the independent members of the
Audit Committee?
----------------------------------------

Messrs.  Kalleres, Coffman, and Wilson are independent  audit
committee members in accordance with the listing standards of
the  American  Stock Exchange. Mr. DeAngelis is an  Executive
Officer  of  the  Company, and as such, is  not  independent.
Having Mr. DeAngelis on the committee is in the best interest
of  the Company because he can provide day-to-day supervision
to  the  internal  audit staff, he is  readily  available  to
address  issues  with  management, and  provides  independent
members insight into audit and financial matters.

What financial statements  does the  Audit
Committee review?
--------------------------------------------





The   audit  committee,  as  part  of  its  Charter,  reviews
quarterly  with management the Company's financial statements
prior  to  filing with the Securities and Exchange Commission
and  discusses with the independent auditors matters required
to  be  discussed by Statement on Auditing Standards No.  61.
In  addition,  the committee in reliance on the  reviews  and
discussions referred to above, has recommended to  the  Board
of   Directors  that  the  audited  financial  statements  be
included in the Company's Annual Report on Form 10-K for  the
year ended December 31, 2003.

Does the Company have an Audit Committee Financial Expert?
----------------------------------------------------------

The  Board of Directors has determined that VADM Kalleres and
Mr.  DeAngelis by virtue of their background, education,  and
experience  are audit committee financial experts within  the
meaning  of  SEC  rules.   VADM Kalleres  is  independent  of
management under the AMEX listing standards.

Who prepared this report?
-------------------------

This report has been furnished by the members of the Audit
Committee:

VADM Michael P. Kalleres - Chair
Frank E. Coffman, PhD.
James M. DeAngelis
Ambassador William A. Wilson

What fees were paid to the Company's Principal Accountant?
----------------------------------------------------------

The  following  table  presents fees for  professional  audit
services  rendered  by  Tanner + Co. for  the  audit  of  the
Company's  financial statements for the years ended  December
31,  2003 and December 31, 2002, and fees billed by Tanner  +
Co. for other services during those periods.

                  2003      2002
                  ----      ----
Audit Fees(1)   $41,273   $57,570
Audit Related
  Fees(2)         8,831    12,689
Tax Fees(3)      11,100    11,600
All Other Fees      -0-       -0-
Total           $61,204   $81,859

1. Audit  fees  consisted of audit work performed  in  the
   preparation of the financial statements, as well as work that
   generally  only  the independent auditor can  reasonably  be
   expected to provide, such as statutory audits.
2. Audit  related fees consisted principally of audits  of
   employee benefit plans.
3. Tax fees consisted principally of assistance related to
   tax compliance and reporting.






Financial Information Systems Design and Implementation Fees:
There  were  no  fees  billed by Tanner +  Co.  for  services
rendered  in  connection with financial  information  systems
design  and  implementation services described  in  Paragraph
(c)(4)(ii) of Rule 2-01 of Regulation S-X. during the  fiscal
year ended December 31, 2003.

Principal  Accountant Independence: The Audit  Committee  has
determined  that  the  provision of  all  non-audit  services
performed  by  the principal accountant were compatible  with
maintaining their independence.





STOCK PERFORMANCE GRAPH

This  graph compares our total stockholder returns, the Standard
and  Poor's  500 Composite Stock Index, the Standard and  Poor's
Small  Cap  Composite Environmental Services  Stock  Index,  the
Standard  and Poor's 500 Composite Environmental Services  Stock
Index,   and  the  Standard  and  Poor's  500  Super   Composite
Environmental  Services  Stock Index.  The  graph  assumes  $100
invested  at the per share closing price of the common stock  of
Commodore  Applied  Technologies, Inc.  on  the  American  Stock
Exchange, from June 28, 1996 through March 6, 2003, and then  on
the Over the Counter Bulletin Board from that point forward.








                                                                                    

                        06/28/1996  12/26/1997  12/25/1998  12/31/1999  12/29/2000  12/28/2001  12/27/2002  12/31/2003
                        ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
CXII                    100.00      53.93       5.62        14.61       4.49        2.34        1.26        0.23
S&P 500                 100.00      139.64      182.85      219.09      196.87      173.12      130.53      165.80
S&P Small Cap
Environmental Services  100.00      87.25       64.24       62.00       102.29      87.92       70.85       78.49
S&P 500 Environmental 
Services                100.00      100.82      107.49      49.05       79.42       90.87       63.69       83.75
S&P Super                                                           
Composite Environmental
Services                100.00      102.84      106.11      52.62       85.52       95.02       70.92       90.82



                              
Comparison of initial $100 investment in various indices  versus
the common stock of the Company.





STOCK OWNERSHIP

The  following  table sets forth certain information,  as  of
December  10, 2004, with respect to the beneficial  ownership
of common stock by each person known to the Company to be the
beneficial owner of more than 5% of the outstanding shares of
common stock of the Company.  Unless otherwise indicated, the
owners have sole voting and investment power with respect  to
their respective shares.





                                         

                         Number of Shares       Percentage of
  Name and Address of     of Common Stock        Outstanding
   Beneficial Owner        Beneficially       Shares of Common
                             Owned(5)               Stock
                                             Beneficially Owned
-----------------------  -----------------   -------------------

The Shaar Fund Ltd. (1)   179,346,635(6)           57.19%
Shelby T. Brewer, PhD(2)   62,009,593(7)           34.86%
Bentley J. Blum(3)         35,019,680(8)           21.21%
James M. DeAngelis (3)     22,582,000(9)           14.39%
O. Mack Jones (4)         12,000,000(10)            8.20%
Commodore Environmental                               
Services, Inc. (3)         8,382,302(11)            6.24%
Paul E. Hannesson (3)      6,714,721(12)            4.76%
All  executive officers     139,675,993            55.37%
and Directors as a
group (8 persons)




(1)  The address of the Shaar Fund, Ltd. is c/o Levinson
     Capital Management, 350 Fifth Avenue, Suite 2210, New York,
     New York 10018.
(2)  The address of Shelby T. Brewer is 2151 Jamieson Street,
     Carlyle Towers, Suite 308, Alexandria, Virginia 22314.
(3)  The address of Commodore Environmental Services, Inc.,
     Bentley J. Blum, Paul E. Hannesson, and James M. DeAngelis is
     150 East 58th Street, Suite 3238, New York, New York 10155.
(4)  The address of O. Mack Jones is 507 Knight Street,
     Richland, Washington 99352.
(5)  As used herein, the term beneficial ownership with
     respect to a security is defined by Rule 13d-3 under the
     Exchange Act as consisting of sole or shared voting power
     (including the power to vote or direct the disposition of)
     with respect to the security through any contract,
     arrangement, understanding, relationship or otherwise,
     including a right to acquire such power(s) during the next 60
     days. Unless otherwise noted, beneficial ownership consists
     of sole ownership, voting and investment rights.
(6)  The number of shares of common stock beneficially owned
     by The Shaar Fund Ltd. represents the number of shares of
     common stock that The Shaar Fund Ltd. would own on December
     10, 2004, assuming conversion on such date of (i) 83,000
     shares of Series E Convertible Preferred Stock, each share of
     preferred with a face value of $10.00 per share, which shares
     are convertible into the Company's common stock; and (ii)
     118,200 shares of Series F Convertible Preferred Stock, each
     share of preferred with a face value of $10.00 per share,
     which shares are 





     convertible into the Company's common stock.
     The conversion price is based on the closing price ($0.02)
     for the Company's common stock on the OTCBB on December 10,
     2004.
(7)  Consists of: (i) 3,428 shares of common stock (ii)
     490,695 shares of our common stock representing the balance
     held of the common stock issued pursuant to the Restated
     Brewer Note, dated as of March 15, 2001, between the Company
     and SB Enterprises and a subsequent conversion notice for 50%
     of the outstanding principal dated as of April 9, 2001; (iii)
     13,189,842 shares of our common stock representing the
     balance held of the common stock issued pursuant to the
     Restated Brewer Note, dated as of March 15, 2001, between the
     Company and SB Enterprises and a subsequent conversion notice
     for the remaining 50% of the outstanding principal dated as
     of March 17, 2003 (iv) 865,200 shares of the Company common
     stock underlying currently exercisable options granted to Mr.
     Brewer by the Company under the 1998 Plan; (v) 2,000,000
     shares of the Company common stock underlying currently
     exercisable options granted to Mr. Brewer by the Company
     outside of the Company's 1998 Plan;  (vi) 1,000,000 shares of
     our common stock underlying a currently exercisable two year
     warrant at an exercise price of $0.05 per share granted to
     S.B. Enterprises in connection with the extension of the
     Brewer Note until January 1, 2004; and (vii) 39,450,846
     shares of our common stock underlying a currently exercisable
     five year warrant at an exercise price of $0.0285 per share
     granted to Mr. Brewer outside of the Company's 1998 Plan.
     
(8)  Consists of:  (i) 2,500,000 shares of our common stock
     issued to Bentley J. Blum in exchange for $125,000 of debt
     owed to Mr. Blum from the Company; (ii) 144,200 shares of the
     Company common stock underlying currently exercisable options
     granted to Mr. Blum by the Company under the Company's 1998
     Plan; (iii)  27,355,800 shares of our common stock underlying
     a currently exercisable five year warrant at an exercise
     price of $0.0285 per share granted to the Blum Asset Trust by
     the Company in connection with the Blum Loan and services
     provided by the Blum Asset Trust over the last five years;
     and (iv) Mr. Blum's indirect beneficial ownership of common
     stock based upon his beneficial ownership of 28,479,737
     shares and his spouse's ownership of 2,000,000 shares of
     Environmental common stock, representing together 37.74% of
     the outstanding shares of Environmental common stock at April
     14, 2004, and 4,500,000 shares of Environmental common stock
     underlying currently exercisable stock options, representing
     together 41.02% of the outstanding shares of Environmental.
     Does not include 450,400 shares of Environmental common stock
     owned by Simone Blum, the mother of Mr. Blum, and 385,000
     shares of Environmental common stock owned by Samuel Blum,
     the father of Mr. Blum. Mr. Blum disclaims any beneficial
     interest in the shares of Environmental common stock owned by
     his spouse, mother and father.
       
(9)  Consists of (i) 16,500 shares of common stock; (ii)
     841,688  shares  of common stock underlying  currently
     exercisable stock options granted to Mr. James M. DeAngelis
     by the Company under the Company's 1998 Plan; (iii) 1,000,000
     shares of common stock underlying currently exercisable stock
     options granted to Mr. DeAngelis by the Company outside of
     the  Company's 1998 Plan; (iv) Mr. DeAngelis' indirect
     beneficial ownership of common stock based upon his ownership
     of 580,000 shares of Environmental; and (vi) 20,641,812
     shares of our common stock underlying a currently exercisable
     five year warrant at an exercise price of $0.0285 per share
     granted to Mr. DeAngelis outside of the 1998 Plan.

(10)  Consists  of (i) 1,759,375 shares of common  stock
     underlying currently exercisable stock options granted to Mr.
     O. Mack Jones by the Company under the Company's 1998 Plan;
     and (ii) 10,240,625 shares of our common stock underlying a
     currently exercisable five year warrant at an exercise price
     of $0.0285 per share granted to Mr. Jones outside of the 1998
     Plan.

(11) Excludes warrants to purchase an aggregate of 2,104,248
     shares of common stock at an exercise price of $1.60 per
     share. See "Market for Registrant's Common Equity and Related
     Stockholder Matters-Recent Sales of Unregistered Securities"
     and "Certain Relationships and Related Transactions."




(12) Consists of: (i) 1,181,925 shares of common stock
     underlying currently exercisable stock options granted to Mr.
     Paul E. Hannesson by the Company under the 1998 Plan; (ii)
     4,818,075 shares of our common stock underlying currently
     exercisable stock options granted to Mr. Paul E. Hannesson by
    the Company at an exercise price of $0.0285 per share granted
    to Mr. Hannesson outside of the Company's 1998 Plan; and
   (iii) Mr. Hannesson's indirect beneficial ownership of common
    stock based upon his ownership of an aggregate of (a)
    2,650,000 shares of Environmental common stock owned by
    Suzanne Hannesson, the spouse of Mr. Hannesson, (b) 2,650,000
    shares of Environmental common stock owned by the Hannesson
    Family Trust (Suzanne Hannesson and John D. Hannesson,
    trustees) for the benefit of Mr. Hannesson's spouse and (c)
    500,000 shares of Environmental common stock in exchange for
    options to purchase 950,000 shares of Environmental common
    stock, issued to Hannesson Family Trust, representing
    together 7.18% of the outstanding shares of Environmental
    common stock as of April 14, 2004, and (d) currently
    exercisable options to purchase 525,705 shares of
    Environmental common stock, representing together 7.78% of
    the outstanding shares of Environmental common stock.  Does
    not include (i) 40,000 shares of the Company's common stock
    owned by each of Jon Paul and Krista Hannesson, the adult
    children of Mr. Hannesson; and (ii) 1,000,000 shares of
    Environmental common stock owned by each of Jon Paul and
    Krista Hannesson.  Mr. Hannesson disclaims any beneficial
    interest in the shares of Environmental common stock owned by
    or for the benefit of his spouse and children.  It also does
    not include 1,000,000 shares of common stock underlying stock
    options granted to Mr. Hannesson by the Company that are not
    currently exercisable.


Messrs. Blum and Hannesson are brothers-in-law.

The  Shaar  Fund holds certain shares of Series  E  Preferred
Stock and Series F Preferred Stock that are convertible  into
common  stock  of  the Company.  If the Shaar  Fund  were  to
exercise  this conversion privilege and retain the shares  of
common  stock  received  on the conversion,  such  conversion
might result in a change in control of the Company.

Executive Officers and Key Employees
------------------------------------

      The  executive officers of the Company  are  Shelby  T.
Brewer, Ph.D., who serves as Chairman of the Board and  Chief
Executive Officer, O. Mack Jones, who serves as President and
Chief  Operating Officer, and James M. DeAngelis, who  serves
as  Chief  Financial and Administrative Officer and Secretary
and  Treasurer.  Additional information regarding Dr. Brewer,
Mr.  DeAngelis  and  Mr.  Jones is  included  in  this  proxy
statement  under  the  heading  "Election  of  Directors  and
Director Biographies."




CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-----------------------------------------------


     On June 13, 2001, the Company issued and sold to Milford
Capital   Management,   Inc.  and  the   Shaar   Fund,   Ltd.
(hereinafter known as "Milford/Shaar") one-year,  15%  Senior
Secured  Promissory  Notes  (the "Milford/Shaar  Bridge  Loan
Notes") in the aggregate principal amount of $1,000,000.   In
connection  with  the Milford/Shaar Bridge  Loan  Notes,  the
Company  issued  to  Milford/Shaar a  five-year  warrant  for
333,334  shares of the Company's common stock at an  exercise
price  of $0.22 per share.  The Company pledged its equipment
and  SET related intellectual property as collateral for  the
Milford/Shaar Bridge Loan Notes.

     The  Company  made  all  payments on  the  Milford/Shaar
Bridge Loan Notes until November 13, 2001.  The Company asked
for   and   received  a  forbearance  of  payments   on   the
Milford/Shaar Bridge Loan Notes from November 13, 2001  until
December  31,  2005.  In  connection with  the  Milford/Shaar
Bridge  Loan  Notes, the Company issued to  Milford/Shaar  in
February 2004, a five-year warrant for 250,000 shares of  the
Company's  common  stock at an exercise price  of  $0.03  per
share.  The Shaar Fund, Ltd., through the Shaar Bridge  Loan,
continues to provide cash installments on a periodic basis in
the  form  of  additional principal.  The  current  principal
balance  of the Milford/Shaar Bridge Loan Notes is $2,648,741
as  of  September 30, 2004 and remains unpaid as of  December
15,  2004.  Additionally, as of December 15, 2004,  there  is
$119,073 in accumulated forbearance fees and $100,000 due  in
exit fees on the Milford/Shaar Bridge Loan Notes.

     On  October 2, 2002, Mr. Bentley Blum, a Director of the
Company,  had previously loaned the Company with $125,000  of
cash  installments  over the period of one  year  (the  "Blum
Loan").  The Company elected to convert the Blum Loan to  the
Company's common stock using the conversion feature of the 5-
day average closing price of the Company's common stock prior
to  October  2,  2002.   On October 2, 2002,  Blum  issued  a
conversion  notice for $125,000 of the outstanding  principal
of the Blum Loan into 2,500,000 shares. Mr. Blum continued to
provide  cash  installments in the form  of  a  loan  to  the
Company through February 2004 (the "Blum Demand Note").   The
Blum  Demand Note bears interest at 9% per annum and  has  no
due  date at this time. The current principal balance of  the
Blum  Demand  Note is $312,032 as of September 30,  2004  and
remains unpaid as of December 15, 2004.
                    
     On  November 19, 2003, the Company issued a  warrant  to
purchase 27,355,800 shares of its common stock at an exercise
price  of $0.0285 per share (the closing price of our  common
stock  on the OTCBB on such date) to the Blum Asset Trust,  a
company  controlled  by  Bentley  Blum,  a  Director  of  the
Company,  in consideration for the loans made to the  Company
and the usage of office space and personnel of the Blum Asset
Trust over the last five years.
     
     
     


GENERAL
--------

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None  of  the  members of the Compensation,  Stock  Option  and
Benefits Committee were officers or employees of the Company or
had  any  relationship  with the Company  requiring  disclosure
under Securities and Exchange Commission regulations.


COMPLIANCE WITH SECTION 16(a) BENEFICIAL OWNER

Section  16(a) of the Securities Exchange Act of 1934  requires
the  Company's directors and executive officers and persons who
own  more  than  ten  percent  of a  registered  class  of  the
Company's  equity securities to file with the  SEC  reports  of
ownership  and  changes in ownership of  the  Company's  common
stock.   Directors,  executive officers and  greater  than  ten
percent stockholders are required by SEC regulations to furnish
the  Company with copies of all Section 16(a) forms they  file.
Based  solely  on  a  review of the  copies  of  these  reports
furnished  to  the Company or written representations  that  no
other reports were required, we believe that during fiscal year
2003,  all  our directors, executive officers and greater  than
ten percent beneficial owners complied with these requirements.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTS

Tanner + Co. was our auditor during fiscal 2003.  The Board  of
Directors  has selected Tanner + Co. to serve as  auditors  for
the  present  fiscal year, subject to shareholder ratification.
A  representative of that firm will be present  at  the  annual
meeting,  will be given an opportunity to make a statement  and
will be available to respond to appropriate questions.

AVAILABILITY OF FORM 10-K AND ANNUAL REPORT TO STOCKHOLDERS

SEC rules require us to provide an Annual Report on Form 10K to
stockholders  who receive this Proxy Statement.  We  will  also
provide  copies  of the Annual Report on Form 10K  to  brokers,
dealers,  banks,  voting trustees and their  nominees  for  the
benefit  of  their  beneficial owners  of  record.   Additional
copies  of  our Annual Report on Form 10-K for the fiscal  year
ended  December 31, 2003 (not including documents  incorporated
by  reference),  are available without charge  to  stockholders
upon  written request to Investor Relations, Commodore  Applied
Technologies, Inc., 150 East 58th Street, Ste. 3238, New  York,
NY  10155,  by  calling (212) 308-5800 or via the  Internet  at
www.commodore.com.

COMMUNICATION WITH DIRECTORS

The  Board  of Directors has adopted the following  process  for
shareholders  to send communications to members  of  the  Board.
Stockholders may communicate with the chairs of the Audit or the
Compensation, Stock Option and Benefits Committee of the  Board,
or  with our independent directors, by sending a letter  to  the
following   address:  Board  of  Directors,  Commodore   Applied
Technologies,  Inc.,  c/o  Corporate Secretary,  150  East  58th
Street, Suite 3238, New York, New York 10155.


Communications  are  distributed  to  the  Board,  or   to   any
individual  director or directors as appropriate,  depending  on
the facts and circumstances outlined in the communications.   In
that  regard, the Board of Directors has requested that  certain
items  that are unrelated to the duties and responsibilities  of
the Board should be excluded, such as:

*   spam
*   junk mail and mass mailings
*   product inquiries
*   new product suggestions




*   resumes and other forms of job inquiries
*   surveys
*   business solicitations or advertisements.


In  addition,  material  that  is unduly  hostile,  threatening,
illegal  or  similarly  unsuitable will be  excluded,  with  the
provision  that any communication that is filtered out  must  be
made available to any outside director upon request.

The  Board will consider properly submitted shareholder nominees
for  candidates  for  membership  on  the  Board  of  Directors.
Shareholders  proposing  individuals for  consideration  by  the
Board must include at least the following information about  the
proposed nominee: the proposed nominee's name, age, business  or
residence  address,  principal  occupation  or  employment,  and
whether such person has given written consent to being named  in
the proxy statement as a nominee and to serving as a director if
elected.   Shareholders  should send  the  required  information
about the nominee to:

     Corporate Secretary
     Commodore Applied Technologies, Inc.
     150 East 58th Street, Suite 3238
     New York, New York 10155

In  order  for  an individual proposed by a stockholder  to  be
considered by the Board for recommendation as a Board  nominee,
the Corporate Secretary must receive the proposal no later than
5  p.m.  Central Time on June 1, 2005. Such proposals  must  be
sent via registered, certified, or express mail (or other means
that allows the shareholder to determine when the proposal  was
received  by the Company).  The Corporate Secretary  will  send
properly  submitted  shareholder proposed  nominations  to  the
Board for consideration at a future Board meeting.  Individuals
proposed  by  shareholders in accordance with these  procedures
will receive the same consideration that individuals identified
to the Board through other means receive.

STOCKHOLDER PROPOSALS

To  be considered for inclusion in next year's proxy statement,
stockholder proposals must be submitted in writing by  June  1,
2005.   Any  stockholder proposal, including  nomination  of  a
director,  to  be  considered at next year's meeting,  but  not
included  in the proxy statement, must be submitted in  writing
by  August  31, 2005, or the persons appointed as  proxies  may
exercise  their discretionary voting authority with respect  to
the proposal.  All written proposals should be submitted to:

     Corporate Secretary
     Commodore Applied Technologies, Inc.
     150 East 58th Street, Suite 3238
     New York, New York 10155

Our  by-laws,  which  are publicly available  through  our  SEC
reports  or  may  be obtained upon request from  our  Corporate
Secretary,  state  the  specific  requirements  that  must   be
included in any notice of any business to be brought before the
meeting.

SOLICITATION BY BOARD; EXPENSES OF SOLICITATION

Our  Board of Directors has sent you this Proxy Statement.  Our
directors,  officers  and associates may solicit  proxies.   We
will  also reimburse brokers, nominees and fiduciaries to  send
proxies  and  proxy materials to our stockholders so  they  can
vote their shares.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

The  SEC  allows  us to "incorporate by reference"  information
into  this  proxy statement, which means that we  can  disclose
important  information  to  you by  referring  you  to  another
document   that  we  filed  separately  with  the   SEC.    The
information incorporated by reference is considered a  part  of
this  proxy  statement.  Information in  this  





proxy  statement updates and, in some cases, supersedes information 
incorporated by reference from documents that Commodore  Applied
Technologies, Inc. has filed with the SEC prior to the date  of
this proxy statement, while information that we file later with
the SEC will automatically update and, in some cases, supersede
the information in this proxy statement.

The  following documents and information we previously  filed
with  the  SEC  are incorporated by reference into  this  proxy
statement.

Commodore  Applied Technologies, Inc.'s Annual Report  filed  on
Form 10-K for the fiscal year ended December 31, 2003;

Commodore Applied Technologies, Inc.'s Quarterly Report filed on
Form 10-Q for the quarterly period ended September 30, 2004;

Documents  incorporated by reference are  available  from  us
without   charge,  excluding  all  exhibits  unless   we   have
specifically incorporated by reference an exhibit in this proxy
statement.   You may obtain documents that we have  filed  with
the SEC and incorporated by reference in this document, without
charge,  by  making  an  oral or written request  to  Commodore
Applied Technologies, Inc. as follows:

     Investor Relations
     Commodore Applied Technologies, Inc.
     150 East 58th Street, Suite 3238
     New York, New York 10155
     (212)-308-5800 telephone
     (212)-753-0731 facsimile



                          FORM OF PROXY
                                
              COMMODORE APPLIED TECHNOLOGIES, INC.

 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                           THE COMPANY
                                

       The   undersigned,  a  stockholder  of  COMMODORE  APPLIED
TECHNOLOGIES,  INC.,  a Delaware corporation   (the   "Company"),
hereby appoints Shelby T. Brewer and James M. DeAngelis, and each
of  them, as proxies for the undersigned, each with full power of
substitution,  and  hereby authorizes them to  represent  and  to
vote,  as designated below, all of the shares of Common Stock  of
the  Company  held of record by the undersigned at the  close  of
business   on  December  14,  2004  at  the  Annual  Meeting   of
Stockholders  of the Company to be held on Tuesday,  February  8,
2005,  at 11:00 a.m.,  local time, at The Fitzpatrick Hotel,  687
Lexington  Avenue,   New  York,  New  York  10022,  and  at   any
adjournment or postponement thereof.

THIS  PROXY  WHEN PROPERLY EXECUTED WILL BE VOTED IN  THE  MANNER
DIRECTED  HEREIN BY THE UNDERSIGNED STOCKHOLDER.  IF NO DIRECTION
IS GIVEN, SUCH SHARES WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR
IDENTIFIED BELOW AND FOR PROPOSALS 2 AND 3 SET FORTH BELOW.

IF YOU CHOOSE TO VOTE BY FACSIMILE, PLEASE FILL IN THE PROXY CARD
AS  DIRECTED  ABOVE  AND  FAX  TO  THE  ATTENTION  OF:  JAMES  M.
DEANGELIS,   SECRETARY  OF  THE  2003  ANNUAL  MEETING   OF   THE
SHAREHOLDERS OF COMMODORE APPLIED TECHNOLOGIES, INC. AT  212-755-
0731  ANYTIME PRIOR TO TUESDAY, FEBRUARY 8, 2005, at 11:00  A.M.,
LOCAL TIME, NEW YORK, NY.

      1.    To  elect the following nominees as Directors of  the
Company  to  hold office until the Annual Meeting of Stockholders
to  be  held  in 2005, and until their respective successors  are
duly  elected  and have qualified:  Bentley J.  Blum,  Shelby  T.
Brewer, PhD., Frank E. Coffman, PhD., James M. DeAngelis, Paul E.
Hannesson,   O.  Mack  Jones,  VADM  Michael  P.  Kalleres,   and
Ambassador William A. Wilson.


  FOR ALL NOMINEES (except as         WITHHOLD ALL NOMINEES
    marked to the contrary)
               
             (   )                            (   )

                                
     AUTHORITY TO WITHHOLD A VOTE FOR ANY OF THE ABOVE NAMED
 INDIVIDUALS SHOULD BE INDICATED BY LINING THROUGH OR OTHERWISE
              STRIKING OUT THE NAME OF THE NOMINEE.



 


     2.    To authorize our Board of Directors in its discretion,
to  amend  our Certificate of Incorporation to effect  a  reverse
stock  split in a ratio of between 1-for-10 and 1-for-20, without
further approval of our stockholders.


(   ) FOR           (   ) AGAINST        (   ) ABSTAIN
------------------------------------------------------------------
                                
                                
      3.    To  ratify  the appointment of Tanner  +  Co  as  the
Company's  independent auditors for the year ending December  31,
2004.


(   ) FOR           (   ) AGAINST        (   ) ABSTAIN
------------------------------------------------------------------


      4.    Upon  such other matters as may properly come  before
such Annual Meeting and any adjournments or postponement thereof.
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting and
any adjournment or postponement thereof.

     The undersigned hereby acknowledges receipt of (1) the
Notice of Annual Meeting for the 2003 Annual Meeting, (2) the
Proxy Statement and (3) the Company's 2003 Annual Report to
Stockholders on Form 10-K.


Dated: ______________________, 2005



                                   
                                   ________________________________
                                   Signature



                                   ________________________________
                                   Print Name


                                   ________________________________
                                   Signature, if Jointly Held


                                   ________________________________
                                   Print Name
                                                                 
                                
                                
            PLEASE SIGN EXACTLY AS YOUR NAME APPEARS






HEREIN,  if signing as attorney, executor, administrator, trustee
or  guardian,  indicate such capacity.  All  joint  tenants  must
sign.  If  a corporation, please sign in full corporate  name  by
president or other authorized officer.  If a partnership,  please
sign  in  partnership name by authorized person.   The  Board  of
Directors  requests that you fill in the date and sign the  proxy
and return it in the enclosed envelope.

                                
             IF THE PROXY IS NOT DATED IN THE ABOVE
           SPACE, IT IS DEEMED TO BE DATED ON THE DAY
           ON WHICH IT WAS MAILED BY THE CORPORATION.
                                
                                
 
                                
                                
                                
                         Appendix A
                         ----------
                              
                  CERTIFICATE OF AMENDMENT
                             TO
                    AMENDED AND RESTATED
                CERTIFICATE OF INCORPORATION
                             OF
            COMMODORE APPLIED TECHNOLOGIES, INC.
                   a Delaware corporation

Pursuant to Section 242 of the General Corporation Law of the
State  of Delaware, the undersigned, Shelby T. Brewer,  Chief
Executive Officer of  Commodore Applied Technologies, Inc., a
corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY,

FIRST:     The  name of the Corporation is Commodore  Applied
Technologies, Inc. (hereinafter the "Corporation").

SECOND:     Pursuant  to Section 242 of the Delaware  General
Corporation  Law, the Board of Directors of  the  Corporation
has  duly  adopted,  and a majority of the outstanding  stock
entitled  to  vote thereon and a majority of the  outstanding
stock  of  each  class entitled to vote as a class  has  duly
approved,  the  amendment to the Certificate of Incorporation
of the Corporation, as amended, set forth in this Certificate
of Amendment.

THIRD:     That Article 4 of the Certificate of Incorporation
of  the  Corporation, as amended, is amended  to  insert  the
following  paragraph immediately following the last  sentence
of paragraph three:

     "Upon  the  filing  and  effectiveness  (the  "Effective
     Time")  of  this  Certificate  of  Amendment  with   the
     Delaware  Secretary of State,  every         outstanding
     shares  of Common Stock shall without further action  by
     this  Corporation or the holder thereof be combined into
     and  automatically become one share of Common Stock. The
     number  of  authorized shares of  Common  Stock  of  the
     Corporation and the par value of the Common Stock  shall
     remain  as  set  forth  in  this  Amended  and  Restated
     Certificate of Incorporation, as amended. No  fractional
     share  shall be issued in connection with the  foregoing
     combination; all shares of Common Stock that are held by
     a  stockholder will be aggregated for purposes  of  such
     combination  and each stockholder shall be  entitled  to
     receive  the number of whole shares resulting  from  the
     combination of the shares so aggregated. In lieu of  any
     interest in a fractional share of Common Stock to  which
     a stockholder would otherwise be entitled as a result of
     the foregoing combination of shares: (1) the Corporation
     shall,  upon  the surrender of such stockholder's  stock
     certificate(s),  pay a cash amount to  such  stockholder
     equal  to  the  fraction to which the stockholder  would
     otherwise be entitled multiplied by the average  of  the
     closing sales prices of the Common Stock (as adjusted to
     reflect  the combination of shares effected hereby)  for
     the  20  trading days immediately prior to the Effective
     Time, as reported by the Over the Counter Bulletin Board
     (OTCBB); provided that if such price or prices  are  not
     available,  or if the stock is no longer traded  on  the
     Over  the Counter Bulletin Board (OTCBB), the fractional
     share  payment  shall be based on such  other  price  as
     determined by the Board of Directors of the Corporation;
     or (2) the Corporation shall arrange for the disposition
     of  fractional  interests  by those  otherwise  entitled
     thereto  in  the manner described below.  The  Board  of
     Directors  shall  determine in  its  sole  and  absolute
     discretion  which  of  the  foregoing  means  shall   be
     utilized  for  paying to stockholders the value  of  the
     fractional  shares  to  which they  otherwise  would  be
     entitled.   If   the   Corporation  arranges   for   the
     disposition  of  fractional interests by those  entitled
     thereto,   the   aggregate  of  all  fractional   shares
     otherwise  issuable to the holder of  record  of  Common
     Stock  shall be issued to Registrar & Transfer  Company,
     the  transfer  agent, as agent for the accounts  of  all
     holders of record of Common Stock otherwise entitled  to
     have  a fraction of a share issued to them. The sale  of
     all  of the fractional interests will be effected by the
     transfer   agent  as  soon  as  practicable  after   the
     Effective Time on the basis of prevailing market  prices
     of  the  Common  Stock on the Over the Counter  Bulletin
     Board  (OTCBB) at the time of sale. After such sale  and
     upon   the   surrender   of  the   stockholders'   stock



     certificates, the transfer agent will pay to the holders
     of  record entitled thereto their pro rata share of  the
     net  proceeds  derived from the sale of  the  fractional
     interests."

FOURTH:      That  said  amendment  was  duly   adopted,   in
accordance with the provisions of Section 242 of the  General
Corporation law of the State of Delaware.

         IN  WITNESS  WHEREOF,  said Board  of  Directors  of
Commodore   Applied  Technologies,  Inc.  have  caused   this
Certificate  to  be  signed by its Chief  Executive  Officer,
Shelby  T.  Brewer, and attested by James M.  DeAngelis,  its
Chief Financial Officer, this    day of       , ______.


                         COMMODORE APPLIED TECHNOLOGIES, INC.

                         By:  _________________________
                         Name:     Shelby T. Brewer
                         Title:    Chief Executive Officer

ATTEST

By:  _______________________
Name:     James M. DeAngelis
Title:    Chief Financial Officer







                           Appendix B
                                
                 CHARTER OF THE AUDIT COMMITTEE
                               OF
                     THE BOARD OF DIRECTORS
                               OF
                 COMMODORE APPLIED TECHNOLOGIES



1.Purpose.   The   purpose  of  the  Audit  Committee   (the
  "Committee") shall be to (a)  appoint, oversee and replace,  if
  necessary,  the independent auditor; (b) assist  the  Board  of
  Director's  oversight of (i) the preparation of  the  financial
  statements  of Commodore Applied Technologies Corporation  (the
  "Company"),  (ii)  the  Company's  compliance  with  legal  and
  regulatory   requirements,  (iii)  the  independent   auditor's
  qualifications and independence, and (iv) the performance of the
  independent auditor; and (c) prepare the report the  Securities
  and  Exchange  Commission  rules require  be  included  in  the
  Company's annual proxy statement.

2.Composition  of  the Audit Committee. The  Committee  shall
  consist of not less than three board members appointed  by  the
  Board  of  Directors of the Company. Committee members  may  be
  removed by the Board of Directors in its discretion. The majority
  of  the members of the Committee shall satisfy the independence
  requirements of the Sarbanes-Oxley Act of 2002 (the  "Sarbanes-
  Oxley Act") and any applicable stock exchange where the Company's
  shares of common stock may be trading, as such requirements are
  interpreted by the Board of Directors in its business judgment,
  and the Board of Directors shall annually review the Committee's
  compliance with such requirements. Members of the Committee shall
  be versed in reading and understanding financial statements.

3.Meetings  of the Audit Committee. The Committee shall  hold
  regularly  scheduled  meetings and  such  special  meetings  as
  circumstances dictate. It shall meet separately, at least twice
  annually, with management, with the personnel responsible for the
  internal  audit function, and with the independent  auditor  to
  discuss results of examinations, or discuss any matters that the
  Committee  or any of these persons or firms believe  should  be
  discussed privately. The Committee shall report regularly to the
  Board of Directors.

4.Responsibilities of the Audit Committee. The function of the
  Committee   is   oversight.  While  the   Committee   has   the
  responsibilities  set  forth in this charter,  it  is  not  the
  responsibility of the Committee to plan or conduct  audits,  to
  determine that the Company's financial statements are  complete
  and  accurate  and  are in accordance with  generally  accepted
  accounting  principles,  or  to assure  compliance  with  laws,
  regulations  or any internal rules or policies of the  Company.
  This is the responsibility of management. The independent auditor
  is responsible for performing independent audits of the Company's
  consolidated financial statements in accordance with  generally
  accepted auditing standards and for issuing reports thereon. The
  Committee has direct and sole responsibility for the appointment,
  compensation, oversight and replacement, if necessary,  of  the
  independent  auditor, including the resolution of disagreements
  between management and the auditor regarding financial reporting.
  Each member of the Committee shall be entitled to rely on (i) the
  integrity of those persons and organizations within and outside
  the  Company  that it receives information from  and  (ii)  the
  accuracy of the financial and other information provided to the
  Committee  by  such  persons  or  organizations  absent  actual
  knowledge to the contrary (which shall be promptly reported  to
  the  Board of Directors). The duties and responsibilities of  a
  member of the Committee are in addition to those duties set out
  for a member of the Board of Directors.

5.Duties and Proceedings of the Audit Committee. The Committee
  shall assist the Board of Directors in fulfilling its oversight
  responsibilities by accomplishing the following:

5.1. Oversight of Independent Auditor.





a)   Annually evaluate, determine the selection of, and  if
     necessary, determine the replacement of or rotation of, the
     independent auditor.
b)   Approve or pre-approve all auditing services (including
     comfort letters and statutory audits) and all permitted non-audit
     services by the auditor.
c)   Review, evaluate and discuss formal reports, at least
     annually, from the independent auditor regarding the auditor's
     independence, including a delineation of all relationships
     between the auditor and the Company; and recommend to the Board
     of Directors actions to satisfy the Board of Directors of the
     independence of the auditor.
d)   At least annually, receive a report, orally or in writing,
     from the independent auditor detailing the firm's internal
     control procedures and any material issues raised by the
     independent auditor's internal quality control review, peer
     review or any governmental or other professional inquiry
     performed within the past five years and any remedial actions
     implemented by the firm.

5.2   Oversight of Audit Process and Company's Legal Compliance
      Program.

a)   Review with the independent auditor the overall scope and
     plans  for  audits, including authority and organizational
     reporting lines and adequacy of staffing and compensation. Review
     with the independent auditor any difficulties with audits and
     managements' response.
b)   Review and discuss with management and the independent
     auditor the Company's system of internal control, its financial
     and critical accounting practices, and policies relating to risk
     assessment and management.
c)   Receive and review reports of the independent auditor
     discussing 1) all critical accounting policies and practices to
     be used in the firm's audit of the Company's financial
     statements, 2) all alternative treatments of financial
     information within generally accepted accounting principles
     ("GAAP") that have been discussed with management, ramifications
     of the use of such alternative disclosures and treatments, and
     the treatment preferred by the independent auditor, and 3) other
     material written communications between the independent auditor
     and management, such as any management letter or schedule of
     unadjusted differences.
d)   Discuss with management and the independent auditor any
     changes in the Company's critical accounting principles and the
     effects of alternative GAAP methods, off-balance sheet structures
     and regulatory and accounting initiatives.
e)   Review and discuss with management and the independent
     auditor the annual and quarterly financial statements and
     "Management's Discussion and Analysis of Financial Conditions and
     Results of Operations" of the Company prior to the filing of the
     Company's Annual Report on Form 10-K and Quarterly Reports on
     Form 10-Q. Discuss results of the annual audit and quarterly
     review and any other matters, including the results of the review
     of internal controls and procedures, required to be communicated
     to the Committee by the independent auditor under generally
     accepted auditing standards. Discuss with management and the
     independent auditor their judgment about the quality of
     accounting principles, the reasonableness of significant
     judgments, including a description of any transactions as to
     which the management obtained Statement on Auditing Standards No.
     50 letters, and the clarity of disclosures in the financial
     statements, including the Company's disclosures of critical
     accounting policies and other disclosures under "Management's
     Discussion and Analysis of Financial Conditions and Results of
     Operations."
f)   Review material pending legal proceedings involving the
     Company and other contingent liabilities.
g)   Receive from the Chief Executive Officer and Chief Financial
     Officer a report of all significant deficiencies and material
     weaknesses in the design or operation of internal controls, and
     any fraud that involves management or other employees who have a
     significant role in the Company's internal controls.
h)   Discuss with the independent auditor the matters required to
     be communicated to audit committees in accordance with Statement
     on Auditing Standards No. 61.
i)   Establish procedures for the receipt, retention and
     treatment of complaints received by the Company regarding
     accounting, internal accounting controls or auditing matters, and
     the confidential, anonymous submissions by employees of concerns
     regarding questionable accounting or accounting matters.



j)   Receive reports from, and make inquiries of, appropriate
     officers of the Company concerning all related party
     transactions, conduct appropriate review of all related party
     transactions for potential conflict of interest situations and
     approve all such related party transactions.

5.3  Other Responsibilities.

a)   Review adequacy of this audit committee charter annually and
     submit charter to Board of Directors for approval.
b)   Prepare or cause to be prepared the report for inclusion in  
     the Company's annual proxy statement as required by the rules of
     the Securities and Exchange Commission.
c)   Put in place an appropriate control process for reviewing
     and approving the Company's internal transactions and accounting.
d)   Report to the Board of Directors on a regular basis.
e)   Annually review with the independent auditors the
     performance of the Committee, the results of which review shall
     be presented to the Board of Directors.
f)   Perform any other activities consistent with the Charter, By-
     laws and governing law as the Board of Directors or the Committee
     shall deem appropriate, including holding meetings with the
     Company's investment bankers and financial analysts.

6  Authority  and  Resources  of  the  Audit  Committee.  The
   Committee has the authority to retain legal, accounting or other
   experts  that  it determines to be necessary to carry  out  its
   duties. It also has authority to determine compensation for such
   advisors  as well as for the independent auditor. The Committee
   may  determine appropriate funding needs for its  own  ordinary
   administrative  expenses that are necessary and appropriate  to
   carrying out its duties.
                                

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