EXHIBIT 10.57
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                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION  RIGHTS AGREEMENT  ("Agreement"),  dated as of the __
day of  November  2000,  is made and  entered  into  among the  individuals  and
entities who are party signatories to this Agreement  (individually  referred to
as a "Holder" and  collectively  referred to as the  "Holders"),  and  COMMODORE
APPLIED  TECHNOLOGIES,  Inc., a corporation  incorporated  under the laws of the
state of Delaware (the "Company").

         WHEREAS,  in  connection  with the  issuance  and  sale of 12%  secured
promissory  notes of the  Company  to the  Holders,  pursuant  to the terms of a
Securities  Purchase Agreement,  dated of even date (the "Purchase  Agreement"),
Commodore  Environmental  Services,  Inc., a corporation  incorporated under the
laws of the state of Delaware  ("COES")  has agreed to issue and sell,  for $.01
per share, up to 1,000,000 shares of common stock,  $.001 par value per share of
the  Company  which are owned of record and  beneficially  by COES  (hereinafter
collectively  referred to as the "Stock" or the  "Securities.")  Such Securities
have been  issued  on the date  hereof in the  respective  amounts  as among the
Holders set forth on Schedule "A" annexed hereto; and

         WHEREAS, all capitalized terms used herein which are not defined herein
shall have the same meaning as set forth in the Purchase Agreement.

         NOW, THEREFORE, the parties hereto mutually agree as follows:

Section  1.  Registrable  Securities.  As  used  herein  the  term  "Registrable
Security"  means  the  Stock;  provided,  however,  that  with  respect  to  any
particular  Registrable  Security,  such Stock shall  cease to be a  Registrable
Security  when,  as of the date of  determination,  (i) it has been  effectively
registered  under the Securities  Act of 1933, as amended (the "1933 Act"),  and
disposed of pursuant thereto,  (ii) registration under the 1933 Act is no longer
required for the immediate public distribution of all of such securities held by
any holder thereof without  limitation as a result of the provisions of Rule 144
promulgated  under the 1933 Act or (iii) it has  ceased to be  outstanding.  The
term  "Registrable  Securities" means any and/or all of the Stock falling within
the  foregoing  definition  of a  "Registrable  Security."  In the  event of any
merger,  reorganization,  consolidation,  recapitalization  or other  change  in
corporate structure affecting the Common Stock, such adjustment shall be made in
the definition of  "Registrable  Security" as is appropriate in order to prevent
any diminution or enlargement of the rights granted pursuant to this Section 1.

Section 2.  Restrictions  on Transfer.  The Holders  acknowledge  and understand
that,  prior to the  registration  of the  Securities  as provided  herein,  the
Securities are "restricted  securities" as defined in Rule 144 promulgated under
the 1933 Act.  The Holders  understand  that no  disposition  or transfer of the
Securities  may be made by the  Holders  in the  absence  of (i) an  opinion  of
counsel to the Holders that such transfer may be made without registration under
the 1933 Act or (ii) such registration.



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Section 3.        Registration Agreements.
                  -----------------------

         (a) Registration  Rights. Not later than twenty (20) days following the
date of this  Agreement,  the Company shall prepare and file with the Securities
and Exchange Commission ("Commission"), a registration statement (on Form S-1 or
Form S-3 (if available) and in compliance  with Rule 415  promulgated  under the
1933  Act)  which  shall  cover  the  Stock  under  the 1933  Act  (the  "Resale
Registration Statement"), at the sole expense of the Company (except as provided
in  Section  3(a)(ii)  hereof),   in  respect  of  all  holders  of  Registrable
Securities,  so as to permit a resale of the  Registrable  Securities  under the
1933 Act. Subject to the provisions of Section 3(a)(iii),  the Company shall use
its best efforts to cause the Resale Registration  Statement to become effective
within  ninety  (90) days from the date of  filing of such  Resale  Registration
Statement.

                  (i) The Company  will  maintain the  effectiveness  the Resale
Registration  Statement  or any  post-effective  amendment  thereto  filed under
Section 3(a) hereof current under the 1933 Act until the earlier of (A) the date
that all of the  Registrable  Securities  have been sold  pursuant to the Resale
Registration  Statement,  (B) the date the holders thereof receive an opinion of
counsel that all of the Registrable  Securities may be sold under the provisions
of Rule 144  (without  limitation)  or (C) three (3) years  after the  Effective
Date.  Notwithstanding  the  foregoing,  the  Company  shall  have the  right in
connection  with (x) any  contemplated  mergers,  acquisitions or other business
combinations,  or (y) any  additional  public  offerings of its  securities,  to
suspend  the   effectiveness   of  such   Resale   Registration   Statement   or
post-effective amendment thereto, or otherwise notify the Holders of Registrable
Securities that such Resale Registration  Statement is no longer current and may
not be used or delivered in connection  with  distributions  of the  Registrable
Securities (in either event, a  "Blackout").  The length of any Blackout  period
will not  count  for  purposes  of the time  period  set  forth in this  Section
3(a)(i)(C).

                  (ii) All fees,  disbursements and  out-of-pocket  expenses and
costs incurred by the Company in connection  with the  preparation and filing of
the Resale  Registration  Statement and in complying with applicable  securities
and Blue Sky laws (including, without limitation, all attorneys' fees, including
the reasonable fees and expenses of counsel to the Holder) shall be borne by the
Company.  The  Holder  shall  bear  the  cost  of  underwriting   discounts  and
commissions,  if any, applicable to the Registrable Securities being registered.
The Company shall qualify any of the  Securities for sale in such states as such
Holder  reasonably  designates and shall furnish  indemnification  in the manner
provided  in Section 6 hereof.  However,  the  Company  shall not be required to
qualify any of the Securities for sale in any state which will require an escrow
or other restriction  relating to the Company and/or the sellers. The Company at
its  expense  will  supply the  Holder  with  copies of the Resale  Registration
Statement and the  prospectus or offering  circular  included  therein and other
related  documents in such  quantities  as may be  reasonably  requested by such
Holder.

                  (iii) The Company  shall not be required by this  Section 3 to
include a Holder's Registrable  Securities in any Resale Registration  Statement
which is to be filed if, in the opinion of counsel for the Company, the proposed
offering or other transfer as to which such  registration is requested is exempt
from  applicable  federal  and state  securities  laws and  would  result in all
Investors  or  transferees   obtaining  securities  which  are  not  "restricted
securities", as defined in Rule 144 under the 1933 Act.


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                  (b) No provision  contained  herein shall preclude the Company
from selling  securities  pursuant to any Registration  Statement in which it is
required to include Registrable Securities pursuant to Section 3(a).

                  (c) If at any time or from time to time  after  the  effective
date of the Resale Registration  Statement,  the Company notifies the Holders in
writing of the existence of a Potential  Material Event (as defined below),  the
Holders  shall not  offer or sell any  Registrable  Securities  or engage in any
other transaction involving or relating to Registrable Securities, from the time
of the giving of notice with  respect to a Potential  Material  Event until such
Holder  receives  written notice from the Company that such  Potential  Material
Event  either  has been  disclosed  to the  public  or no longer  constitutes  a
Potential  Material  Event.  A  "Potential  Material  Event"  means  any  of the
following:  (A) the possession by the Company of material  information  not ripe
for disclosure in a  registration  statement;  or (B) any material  transaction,
engagement  or  activity by the Company  which  would be  adversely  affected by
disclosure  in  a  registration   statement  at  such  time,   that  the  Resale
Registration  Statement would be materially  misleading  absent the inclusion of
such  information.  The Company  will use its best  efforts to disclose any such
Potential  Material  Event at the earliest  possible  time as  determined by the
Company  in good faith and with the  advice of its  counsel.  The period of time
during which the Holders are precluded  from selling any  Securities as a result
of a  Potential  Material  Event will not be counted  for  purposes  of the time
period set forth in Section 3(a)(i)(C).

                  (d) The  Company  agrees  that it  shall  declare  the  Resale
Registration  Statement filed pursuant to this Section 3 effective  within three
Business  Days after  being  notified by the  Commission  that it may do so. The
Company also agrees that it shall promptly  respond to any questions or comments
from the SEC relating to the Resale Registration Statement.

Section 4. Cooperation with Company.  Holders will cooperate with the Company in
all respects in connection with this Agreement,  including  timely supplying all
information  reasonably requested by the Company and executing and returning all
documents  reasonably  requested in connection with the registration and sale of
the Registrable Securities.

Section 5. Registration  Procedures.  If and whenever the Company is required by
any of the provisions of this Agreement to effect the registration of any of the
Registrable  Securities  under  the 1933  Act,  the  Company  shall  (except  as
otherwise provided in this Agreement), as expeditiously as possible:

         (a)  prepare  and  file  with  the  Commission   such   amendments  and
supplements  to the Resale  Registration  Statement and the  prospectus  used in
connection  therewith as may be necessary  to keep such  registration  statement
effective  for the time period  specified in Section 3 hereof and to comply with
the provisions of the 1933 Act with respect to the sale or other  disposition of
all securities  covered by such  registration  statement  whenever the Holder of
such securities shall desire to sell or otherwise dispose of the same (including
prospectus supplements with respect to the sales of securities from time to time
in connection  with a registration  statement  pursuant to Rule 415  promulgated
under the Act);

         (b)  furnish  to each  Holder  such  numbers  of  copies  of a  summary
prospectus  or other  prospectus,  including  a  preliminary  prospectus  or any
amendment or supplement to any prospectus,  in conformity with the  requirements

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of the Act, and such other documents,  as such Holder may reasonably  request in
order to facilitate the public sale or other disposition of the securities owned
by such Holder;

         (c)  register  and  qualify  the  securities   covered  by  the  Resale
Registration  Statement  under  such other  securities  or blue sky laws of such
jurisdictions as the Holders shall  reasonably  request and do any and all other
acts and things  which may be  necessary  or  advisable to enable each Holder to
consummate  the public sale or other  disposition  in such  jurisdiction  of the
securities owned by such Holder,  except that the Company shall not for any such
purpose be required to qualify to do  business as a foreign  corporation  in any
jurisdiction  wherein it is not so  qualified  or to file  therein  any  general
consent to service of process;

         (d) list such securities on the American Stock Exchange, Inc. ("Amex"),
Nasdaq  National  Market,  NASDAQ  Small Cap Stock  Market,  the New York  Stock
Exchange, Inc., or other national securities exchange on which any securities of
the Company are then listed, if the listing of such securities is then permitted
under the rules of such exchange;

         (e) notify each Holder of Registrable  Securities covered by the Resale
Registration  Statement,  at any time when a prospectus relating thereto covered
by the Resale Registration  Statement is required to be delivered under the 1933
Act,  of the  happening  of any event of which it has  knowledge  as a result of
which the prospectus included in the Resale Registration  Statement,  as then in
effect,  includes  an untrue  statement  of a material  fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.

Section 6.        Indemnification.
                  ---------------

         (a) The Company agrees to indemnify and hold harmless the Holders,  and
each  officer,  director or person,  if any, who controls each Holder within the
meaning of the 1933 Act  ("Distributing  Holder")  against any  losses,  claims,
damages or liabilities,  joint or several (which shall, for all purposes of this
Agreement,   include,   but  not  be  limited  to,  all  costs  of  defense  and
investigation  and all attorneys'  fees), to which the  Distributing  Holder may
become subject, under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue  statement or alleged  untrue  statement  of any  material  fact
contained in the Registration  Statement,  the Resale Registration  Statement or
any  related  preliminary  prospectus,  final  prospectus,   offering  circular,
notification  or amendment or supplement  thereto,  or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading;
provided,  however,  that the Company (i) will not be liable in any such case to
the extent that any such loss,  claim,  damage or liability  arises out of or is
based upon an untrue  statement  or alleged  untrue  statement  or  omission  or
alleged omission made in the  Registration  Statement,  the Resale  Registration
Statement,   preliminary  prospectus,   final  prospectus,   offering  circular,
notification  or  amendment  or  supplement  thereto in  reliance  upon,  and in
conformity  with,   written   information   furnished  to  the  Company  by  the
Distributing  Holder  specifically for use in the preparation  thereof,  or (ii)
cannot  pay any  amounts  paid in  settlement  of any  loss,  claim,  damage  or
liability  if such  settlement  is effected  without the consent of the Company,
which consent shall not be unreasonably  withheld or delayed.  This Section 6(a)
shall not inure to the benefit of any  Distributing  Holder with  respect to any
person  asserting  such loss,  claim,  damage or  liability  who  purchased  the
Registrable  Securities which are the subject thereof if the Distributing Holder
failed  to  send  or  give  (in  violation  of the  1933  Act or the  rules  and

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regulations  promulgated  thereunder) a copy of the prospectus contained in such
Registration Statement or Resale Registration  Statement, as the case may be, to
such person at or prior to the written  confirmation  of such person of the sale
of such Registrable  Securities,  where the Distributing Holder was obligated to
do so under the 1933 Act or the rules and  regulations  promulgated  thereunder.
This indemnity  provision will be in addition to any liability which the Company
may otherwise have.

         (b) Each  Distributing  Holder  agrees that it will  indemnify and hold
harmless  the  Company,  and each  officer,  director,  or person,  if any,  who
controls  the Company  within the  meaning of the 1933 Act,  against any losses,
claims, damages or liabilities (which shall, for all purposes of this Agreement,
include,  but not be limited to, all costs of defense and  investigation and all
attorneys'  fees)  to  which  the  Company  or any  such  officer,  director  or
controlling  person may become subject under the 1933 Act or otherwise,  insofar
as such losses claims,  damages or liabilities  (or actions in respect  thereof)
arise out of or are based upon any untrue  statement or alleged untrue statement
of any  material  fact  contained  in the  Registration  Statement,  the  Resale
Registration Statement or any related preliminary prospectus,  final prospectus,
offering circular, notification or amendment or supplement thereto, or arise out
of or are based upon the  omission  or the alleged  omission to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading,  but in each case only to the extent  that such untrue
statement or alleged untrue  statement or omission or alleged  omission was made
in the Registration Statement,  the Resale Registration  Statement,  preliminary
prospectus,  final prospectus,  offering circular,  notification or amendment or
supplement thereto in reliance upon, and in conformity with, written information
furnished to the Company by such Distributing Holder specifically for use in the
preparation  thereof.  This  indemnity  provision  will  be in  addition  to any
liability which the Distributing Holder may otherwise have.

         (c) Promptly after receipt by an indemnified party under this Section 6
of notice of the commencement of any action,  such indemnified  party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying  party of the commencement  thereof;  but the
omission so to notify the  indemnifying  party will not relieve the indemnifying
party from any liability  which it may have to any  indemnified  party otherwise
than as to the particular item as to which  indemnification is then being sought
solely  pursuant to this  Section 6. In case any such action is brought  against
any  indemnified   party,  and  it  notifies  the  indemnifying   party  of  the
commencement thereof, the indemnifying party will be entitled to participate in,
and, to the extent that it may wish,  jointly with any other  indemnifying party
similarly notified, assume the defense thereof, subject to the provisions herein
stated and after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof,  the indemnifying  party will not
be liable to such indemnified  party under this Section 6 for any legal or other
expenses  subsequently incurred by such indemnified party in connection with the
defense  thereof  other  than  reasonable  costs of  investigation,  unless  the
indemnifying  party  shall not pursue the  action to its final  conclusion.  The
indemnified  party shall have the right to employ  separate  counsel in any such
action and to participate in the defense  thereof,  but the fees and expenses of
such  counsel  shall  not be at the  expense  of the  indemnifying  party if the
indemnifying party has assumed the defense of the action with counsel reasonably
satisfactory to the indemnified party; provided that if the indemnified party is

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the Distributing  Holder,  the fees and expenses of such counsel shall be at the
expense of the indemnifying party if (i) the employment of such counsel has been
specifically  authorized in writing by the indemnifying party, or (ii) the named
parties to any such action  (including any impleaded  parties)  include both the
Distributing Holder and the indemnifying party and the Distributing Holder shall
have been advised by such  counsel that there may be one or more legal  defenses
available to the indemnifying party different from or in conflict with any legal
defenses  which may be available to the  Distributing  Holder (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the Distributing  Holder,  it being understood,  however,  that the
indemnifying party shall, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable only for the reasonable
fees and expenses of one separate firm of attorneys for the Distributing Holder,
which  firm shall be  designated  in writing  by the  Distributing  Holder).  No
settlement of any action against an indemnified  party shall be made without the
prior  written  consent of the  indemnified  party,  which  consent shall not be
unreasonably withheld.

Section 7. Contribution. In order to provide for just and equitable contribution
under the 1933 Act in any case in which (i) the indemnified  party makes a claim
for  indemnification  pursuant to Section 6 hereof but is judicially  determined
(by the entry of a final judgment or decree by a court of competent jurisdiction
and the  expiration of time to appeal or the denial of the last right of appeal)
that such  indemnification may not be enforced in such case  notwithstanding the
fact that the express provisions of Section 6 hereof provide for indemnification
in such case,  or (ii)  contribution  under the 1933 Act may be  required on the
part of any indemnified party, then the Company and the applicable  Distributing
Holder shall contribute to the aggregate losses,  claims, damages or liabilities
to which they may be subject (which shall,  for all purposes of this  Agreement,
include,  but not be limited to, all costs of defense and  investigation and all
attorneys'  fees), in either such case (after  contribution  from others) on the
basis of relative fault as well as any other relevant equitable  considerations.
The relative  fault shall be  determined  by reference  to, among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by the Company on the one hand or the applicable Distributing Holder on
the  other  hand,  and  the  parties'  relative  intent,  knowledge,  access  to
information  and  opportunity  to correct or prevent such statement or omission.
The  Company  and the  Distributing  Holder  agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of  allocation  which does not take account of
the equitable  considerations  referred to in this Section 7. The amount paid or
payable by an indemnified  party as a result of the losses,  claims,  damages or
liabilities (or actions in respect thereof)  referred to above in this Section 7
shall be deemed to include any legal or other  expenses  reasonably  incurred by
such  indemnified  party in connection with  investigating or defending any such
action or claim.  No person guilty of fraudulent  misrepresentation  (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

Section 8. Notices. All notices,  demands,  requests,  consents,  approvals, and
other  communications  required or permitted  hereunder shall be in writing and,
unless  otherwise  specified  herein,  shall  be  (i)  personally  served,  (ii)

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deposited  in the mail,  registered  or  certified,  return  receipt  requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a Business Day during normal business hours where such notice is to
be received),  or the first  Business Day following  such delivery (if delivered
other than on a Business Day during normal  business  hours where such notice is
to be received) or (b) on the second  Business Day following the date of mailing
by reputable courier service, fully prepaid,  addressed to such address, or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be:

         If to the Company:
                                    Commodore Applied Technologies, Inc.
                                    150 East 58th Street
                                    New York, New York 10155
                                    Telephone:  (212) 935-5400
                                    Facsimile: (212) 753-0731
                                    Attention: President

         If to the  Holders at the  addresses  set forth on  Schedule A attached
hereto.

         Any party  hereto may from time to time change its address or facsimile
number for  notices  under this  Section by giving at least ten (10) days' prior
written  notice of such changed  address or facsimile  number to the other party
hereto.

Section 9. Assignment.  This Agreement is binding upon and inures to the benefit
of the parties  hereto and their  respective  heirs,  successors  and  permitted
assigns.  The rights  granted  the  Holders  under this  Agreement  shall not be
assigned without the written consent of the Company,  which consent shall not be
unreasonably  withheld.  In the event of a transfer of the rights  granted under
this  Agreement,  the  Holder  agrees  that the  Company  may  require  that the
transferee comply with reasonable  conditions as determined in the discretion of
the Company.

Section 10. Counterparts;  Facsimile; Amendments. This Agreement may be executed
in multiple counterparts,  each of which may be executed by less than all of the
parties  and  shall  be  deemed  to be an  original  instrument  which  shall be
enforceable  against the parties actually executing such counterparts and all of
which together shall constitute one and the same instrument. Except as otherwise
stated herein, in lieu of the original  documents,  a facsimile  transmission or
copy of the original  documents  shall be as effective  and  enforceable  as the
original.  This  Agreement  may be  amended  only by a writing  executed  by all
parties.

Section 11.  Termination of Registration  Rights. The rights granted pursuant to
this Agreement shall  terminate as to each Holder (and permitted  transferees or
assignees) upon the occurrence of any of the following:

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         (a) all  Holder's  Securities  subject  to  this  Agreement  have  been
registered and disposed of;

         (b) all of such Holder's  Securities  subject to this  Agreement may be
sold without such registration (or limitation)  pursuant to Rule 144 promulgated
by the SEC pursuant to the Securities Act;

         (c) all of such Holder's  Securities  subject to this  Agreement can be
sold pursuant to Rule 144(k).

Section 12. Headings.  The headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

Section 13. Governing Law: Venue; Jurisdiction. This Agreement will be construed
and  enforced  in  accordance  with and  governed  by the  laws of the  State of
Delaware,  except  for  matters  arising  under the Act,  without  reference  to
principles  of conflicts of law.  Each of the parties  consents to the exclusive
jurisdiction of the U.S.  District Court sitting in the Southern District of the
State of New York or the United States District Court sitting in Salt Lake City,
Utah in  connection  with any dispute  arising  under this  Agreement and hereby
waives,  to the maximum extent  permitted by law, any  objection,  including any
objection based on forum non conveniens,  to the bringing of any such proceeding
in such  jurisdictions.  Each party hereby  agrees that if another party to this
Agreement  obtains a judgment  against it in such a proceeding,  the party which
obtained such judgment may enforce same by summary judgment in the courts of any
country  having  jurisdiction  over the party  against  whom such  judgment  was
obtained,  and each party hereby waives any defenses available to it under local
law and agrees to the enforcement of such a judgment.

Section 14. Resolution of Disputes; Arbitration.

         (a)  Whenever a claim  shall  arise  involving  the  interpretation  or
application  of this  Agreement,  the  complaining  party shall notify the other
party in  writing  within  thirty  (30) days of the  complaining  party's  first
receipt of notice of, or the complaining  party's obtaining actual knowledge of,
such claim,  and in any event within such shorter period as may be necessary for
the other party to take  appropriate  action to resist  such claim.  Such notice
shall specify all facts known to the complaining party giving rise to such claim
or dispute and shall estimate (to the extent reasonably  possible) the amount of
potential liability arising therefrom. If the other party shall be duly notified
of such dispute, the parties shall attempt to settle and compromise the same.

         (b) In the event  that any  dispute  involving  the  interpretation  or
application  of this  Agreement  which  cannot be  settled  or  compromised,  as
aforesaid,  within twenty (20) days of receipt of the subject claim,  either the
complaining  party or the other  party  shall  promptly  thereafter  submit  the
dispute  for final  and  binding  arbitration  to JAMS or  End-Dispute  before a
three-person  panel of  arbitrators  who shall be  either  (i)  retired  federal
judges, or (ii) other persons  experienced in resolving  commercial disputes and
who are  acceptable  to both the  complaining  party and the other party to such
dispute (the"Arbitration").  Any such Arbitration shall be held in New York, New

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York.  The panel of  arbitrators  shall be selected  within  twenty (20) days of
submission  of  such  dispute  to  Arbitration.  The  parties  shall  use  their
collective  best efforts to promptly  schedule  and conduct the hearings  before
such arbitrators, with a view toward concluding such arbitration proceedings not
later  than  thirty  (30) days  from the  first  submission  of the  dispute  to
arbitration.  In  addition  to,  and not in lieu of,  arbitration  as a means of
dispute  resolution  hereunder,  any party  hereto  shall have the right to seek
specific enforcement of this Agreement,  or other injunctive or equitable relief
or remedy before any court of competent jurisdiction.

         (c) In connection with any Arbitration pursuant to this Section 14, the
arbitrators shall, as part of their award,  allocate the fee of the Arbitration,
including  all fees of the  arbitrators,  the cost of any  transcripts,  and the
parties'  reasonable  attorneys'  fees,  based upon and taking into  account the
arbitrators'  determination  of the merits and good faith of the parties' claims
and defenses in the subject proceeding.

         (d) The  decision  and  award of the  arbitrators  shall  be final  and
binding  upon the  parties  hereto  and  shall be  enforceable  in any  court of
competent  jurisdiction,  including  any federal or state court in the States of
Utah, Delaware,  New York or Colorado. Any process or other papers hereunder may
be served by registered  or certified  mail,  return  receipt  requested,  or by
personal service,  provided that a reasonable time for appearance or response is
allowed.

         (e) Any rights  established by reason of such  settlement,  compromise,
arbitration or litigation  shall promptly  thereafter be satisfied by the losing
party in such amount as shall be necessary to satisfy all  applicable  losses or
damages  sustained  or incurred  by the  complaining  party,  as  determined  in
accordance with such settlement and compromise,  or by final nonappealable order
or judgment of the applicable judicial or arbitration panel.

         (f) In connection  with the defense of any third party claims for which
claims for  indemnification  have been made  hereunder,  each party will provide
reasonable  access  to its and the  Company's  books and  records  as and to the
extent required for the proper defense of such third party claim.  Neither party
shall  consent  to any  settlement  or  purport  to bind any other  party to any
settlement without the written consent of the other party.

         (g)  Notwithstanding  anything to the contrary set forth above,  in the
event and to the extent that the complaining party shall believe that such party
shall then have no adequate remedy at law, the complaining  party shall have the
right,  in  addition to and not in lieu of the right to obtain  compensatory  or
other  monetary  relief,  to  seek  and  obtain  injunctive   relief,   specific
performance  or  such  other  equitable  remedies  as  any  court  of  competent
jurisdiction shall deem appropriate in the circumstances

Section 15.  Severability.  If any  provision  of this  Agreement  shall for any
reason be held invalid or  unenforceable,  such  invalidity  or  unenforceablity
shall  not  affect  any  other  provision  hereof  and this  Agreement  shall be
construed as if such invalid or unenforceable provision had never been contained
herein.

Section 16.  Capitalized  Terms.  All  capitalized  terms not otherwise  defined
herein shall have the meaning assigned to them in the Purchase Agreement.


                                       9
<PAGE>

Section 17.  Entire  Agreement.  This  Agreement,  together  with all  documents
referenced  herein,  embody the entire agreement and  understanding  between the
parties  hereto with respect to the subject  matter  hereof and  supersedes  all
prior oral or written  agreements  and  understandings  relating  to the subject
matter hereof. No statement, representation,  warranty, covenant or agreement of
any kind not expressly set forth in this Agreement  shall affect,  or be used to
interpret,  change  or  restrict,  the  express  terms  and  provisions  of this
Agreement.

         IN WITNESS  WHEREOF,  the parties hereto have caused this  Registration
Rights Agreement to be duly executed, on the day and year first above written.

                                    COMMODORE APPLIED TECHNOLOGIES, INC.


                                    By:   /s/ Paul E. Hannesson
                                    ------------------------------------
                                    Paul E. Hannesson, Chairman, Chief
                                    Executive Officer and President

                                    Holders:


                                            MATHERS ASSOCIATES


                                            /s/ Norbert J. Zeelander
                                            ------------------------------------
                                            Norbert J Zeelander, General Partner



                                            KLASS PARTNERS, LTD.


                                            /s/ Misha Krakowsky
                                            ------------------------------------
                                            Misha Krakowsky, President


                                            /s/ Jon Paul  Hannesson
                                            ------------------------------------
                                            Jon aul Hannesson


                                            /s/ Steven A. Weiss
                                            ------------------------------------
                                            Stephen A. Weiss


                                       10
<PAGE>


                                   Schedule 1


                                   INVESTORS
                                   ---------


    ---------------------------------------------- ------------------------
                                                    Number of Shares of the
        Name and Address:                           Stock to be Registered:

    ---------------------------------------------- ------------------------
    Mathers Associates
    230 Mathers Road                                            300,000
    Ambler, PA 19002
    ---------------------------------------------- ------------------------
    Klass Partners, Ltd.
    391 Brooke Avenue                                           500,000
    Toronto, Ontario M5M 2L5
    Canada
    ---------------------------------------------- ------------------------
    Jon Paul Hannesson
    150 East 58th Street                                        150,000
    New York, New York 10155
    ---------------------------------------------- ------------------------
    Stephen A. Weiss
    200 Park Avenue, 14th Floor                                  50,000
    New York, NY 10166
    ---------------------------------------------- ------------------------
    Total . . . .                                             1,000,000
    ---------------------------------------------- ------------------------



                                       11
<PAGE>