Exhibit 10.113
                                 --------------



                          REGISTRATION RIGHTS AGREEMENT

                             DATED: October 29, 2002

         With reference to that certain Amended and Restated  Promissory Note of
even date herewith (the "Amended and Restated  Note") by and between,  S. Brewer
Enterprises,  Inc. a corporation  ("Brewer") and COMMODORE APPLIED TECHNOLOGIES,
INC., a Delaware corporation ("CXI"),  whereby Brewer loaned CXI Two Hundred and
Fifty  Thousand  Dollars  ($250,00.00)  and that  certain  Warrant  of even date
herewith (the "Warrant") by and between,  Brewer and CXI, and in order to induce
the Brewer to enter into the Amended and Restated 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 Warrant to acquire  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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Execution Copy October 29, 2002
Registration Rights Agreement Brewer Warrant for Loan Extension
Page 2 of 4
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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


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Execution Copy October 29, 2002
Registration Rights Agreement Brewer Warrant for Loan Extension
Page 3 of 4
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misleading;  provided, however, that CXI shall not be liable in any such case to
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).



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Execution Copy October 29, 2002
Registration Rights Agreement Brewer Warrant for Loan Extension
Page 4 of 4
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         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.


         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 set forth above.



                                          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