EXHIBIT 10.49
                                                                   -------------


                          REGISTRATION RIGHTS AGREEMENT

                           DATED AS OF: March 15, 2001

                  With reference to that certain Amended and Restated Promissory
Note dated as of even date herewith (the "Promissory Note") by and between, S.
Brewer Enterprises, Inc. a corporation ("Brewer") and COMMODORE APPLIED
TECHNOLOGIES, INC., a Delaware corporation ("CXI"), whereby Brewer loaned CXI
Five Hundred Thousand Dollars ($500,00.00) and that certain Warrant dated
September 15, 2000 (the "Warrant") by and between, Brewer and CXI, and in order
to induce the Brewer to enter into the Promissory Note and the Warrant, and for
other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:


                  1. As soon as practicable following receipt by CXI of each
notice that Brewer has exercised his (i)Warrant to acquire shares of common
stock of CXI or (ii) right to convert all or a portion of the indebtedness
arising under the Promissory Note into shares of common stock of CXI, CXI shall
register on a short form registration statement under the Securities Act of
1933, as amended (the "Securities Act"), not less than that number of shares of
CXI Common Stock issuable to the Brewer pursuant to each such exercise of the
Warrant. Such shares are referred to hereinafter as the "Registrable
Securities."

                  2. Until a Registration Statement has become effective under
the Securities Act with respect to any Registrable Securities, each certificate
representing such Registrable Securities, and all certificates and instruments
issued in transfer thereof, shall be endorsed with the following restrictive
legend:

         "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
         AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO
         THE DISTRIBUTION THEREOF, AND NEITHER SUCH SHARES NOR ANY INTEREST
         THEREIN MAY BE SOLD, TRANSFERRED, ASSIGNED OR PLEDGED, EXCEPT IF
         REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE BLUE SKY OR
         SECURITIES LAWS OR EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION
         REQUIREMENTS ARE AVAILABLE."

At such time as any Registrable Securities cease to be Registrable Securities
pursuant to Section 1, CXI shall, upon the request of any Stockholder with
respect to such securities, issue to such Stockholder a replacement certificate
without such legend in exchange for any certificate bearing such legend.



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                  3. If any of a Brewer's Registrable Securities are registered
hereunder, CXI shall furnish to such Stockholder, at CXI's expense, such number
of copies of the Registration Statement and each amendment and supplement
thereto, preliminary prospectus, final prospectus and such other documents as
Brewer may reasonably requests.

                  4. If any of Brewer's Registrable Securities are registered
hereunder, CXI shall promptly, at CXI's expense, use its reasonable efforts to
register or qualify the Registrable Securities covered by the Registration
Statement under such state securities or blue sky laws of such jurisdictions as
Brewer may reasonably request, except that CXI shall not for any purpose be
required to execute a general consent to service of process or to qualify to do
business as a foreign corporation in any jurisdiction where it is not so
qualified.

                  5. If Brewer's Registrable Securities are registered
hereunder, CXI shall notify Brewer, promptly after it shall receive notice
thereof, of the date and time when the Registration Statement and each
post-effective amendment thereto has become effective or a supplement to any
prospectus forming a part of the Registration Statement has been filed.

                  6. If Brewer's Registrable Securities are registered
hereunder, CXI shall advise Brewer, promptly after it shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by the Securities
Exchange Commission (the "Commission") suspending the effectiveness of the
Registration Statement or the initiation or threatening of any proceeding for
such purpose and promptly use its best efforts to prevent the issuance of any
stop order or to obtain its withdrawal if such stop order should be issued.

                  7. If Brewer's Registrable Securities are registered
hereunder, (a) CXI agrees to bear all Commission registration and filing fees,
printing and mailing expenses, NASD filing fees and expenses incurred by any
person or entity in connection therewith, fees, disbursements of counsel and
accountants for CXI and any underwriters, brokers and dealers and all expenses
and fees incident to an application for listing the shares of CXI Common Stock
on the American Stock Exchange, and (b) Brewer agrees to bear, pro rata (or as
they may otherwise agree), all fees and disbursements of counsel for Brewer and
any discounts, commissions and fees of any underwriters, brokers and dealers
with respect to the Registrable Securities sold in connection with such
registration.

                  8. (a) CXI hereby agrees to indemnify and hold harmless Brewer
from and against, and agrees to reimburse Brewer with respect to, any and all
claims, actions (actual or threatened), demands, losses, damages, liabilities,
costs and expenses to which Brewer may become subject under the Securities Act
or otherwise, insofar as such claims, actions, demands, losses, damages,
liabilities, costs or expenses are caused by any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
any prospectus contained therein, or any amendment or supplement thereto, or are
caused by 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 CXI shall not be liable in any such case to

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the extent that any such claim, action, demand, loss, damage, liability, cost or
expense is caused by an untrue statement or alleged untrue statement or omission
or alleged omission so made in conformity with information furnished in writing
by Brewer for use in the preparation thereof.

                      (b) Brewer  hereby  agrees to indemnify  and hold harmless
CXI, its officers,  directors,  legal counsel and accountants and each person or
entity who  controls  CXI within the  meaning of the  Securities  Act,  from and
against,  and agrees to reimburse CXI, its officers,  directors,  legal counsel,
accountants  and  controlling  persons or entities  with  respect to any and all
claims, actions,  demands,  losses, damages,  liabilities,  costs or expenses to
which  CXI,  its  officers,   directors,  legal  counsel,  accountants  or  such
controlling  persons or entities may become  subject under the Securities Act or
otherwise,   insofar  as  such  claims,  actions,   demands,   losses,  damages,
liabilities,  costs or  expenses  are  caused by any  untrue or  alleged  untrue
statement of any material  fact  contained in the  Registration  Statement,  any
prospectus  contained  therein or any  amendment or supplement  thereto,  or are
caused by the  omission  or the  alleged  omission  to state  therein a material
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances in which they were made, not misleading, in each case
to the  extent,  but only to the extent that such  untrue  statement  or alleged
untrue  statement or omission or alleged  omission was so made in reliance  upon
and in conformity with information furnished in writing by Brewer for use in the
preparation thereof.

                      (c) If any claim shall be  asserted  against any person or
entity (an "Indemnified Person") for which such person or entity intends to seek
indemnification pursuant to Section 8(a) or (b) from the other party hereto (the
"Indemnifying  Person"),  as the case may be, such Indemnified Person shall give
prompt  written notice to the  Indemnifying  Person of the nature of such claim,
but the failure to give such notice shall not relieve the Indemnifying Person of
its obligations under this Section 8 unless it has been prejudiced substantially
thereby.  The  Indemnifying  Person  shall  have the  right to  conduct,  at its
expense,  through counsel of its own choosing,  which counsel is approved by the
Indemnified  Person  (which  approval  may not be  unreasonably  withheld),  the
defense of any such  claim,  and may  compromise  or settle such claims with the
prior consent of the Indemnified Person (which consent shall not be unreasonably
withheld);  provided,  that (i) if the  Indemnifying  Person  does not  elect to
conduct the defense of any such claim,  the Indemnified  Person may undertake to
conduct  the  defense  of  such  claim  and the  Indemnifying  Person  shall  be
responsible for the fees and  disbursements  of the  Indemnified  Person's legal
counsel in connection with such defense and (ii) if the person or entity that is
not conducting the defense  desires to join in such defense,  it may elect to do
so at its own cost by retaining legal counsel acceptable to the person or entity
conducting the defense (which acceptance shall not be unreasonably withheld).

                  9. The rights and privileges of this Registration Rights
Agreement may inure to the benefit of other stockholders of the Company;
provided, that CXI's obligations to any one or more such stockholders shall be
subject to their execution of an addendum or joinder agreement substantially
similar in form and content to this Agreement.

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                  10. THIS AGREEMENT SHALL BE CONSTRUED (BOTH AS TO VALIDITY AND
PERFORMANCE)  AND  ENFORCED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF THE
STATE OF DELAWARE  APPLICABLE  TO  AGREEMENTS  MADE AND TO BE  PERFORMED  WHOLLY
WITHIN SUCH JURISDICTION




         IN WITNESS  WHEREOF,  this Agreement has been duly executed by or on
behalf of each party hereto on the date 15th day of March 2001.



                                     COMMODORE APPLIED TECHNOLOGIES, INC.



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





                                     S. BREWER ENTERPRISES, INC.



                                     By:   /s/ Shelby T. Brewer
                                     -------------------------------------------
                                     Shelby T. Brewer, President




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