Execution Copy October 29, 2002
Page 1 of 4
Brewer 250K Note Extension Through January 1, 2004                Exhibit 10.111
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                      AMENDED AND RESTATED PROMISSORY NOTE



Dated: As of October 29, 2002
$250,000.00
New York, New York

         FOR VALUE RECEIVED,  the undersigned,  COMMODORE APPLIED  TECHNOLOGIES,
INC.,  a  Delaware  corporation   ("Maker"),   promises  to  pay  to  S.  Brewer
Enterprises,  Inc. ("Payee"),  at the principal executive offices of Payee, 2121
Jamieson Avenue, Suite 1406,  Alexandria,  Virginia 22314, or at such commercial
bank within the United  States of America as Payee may  designate  to Maker from
time to time, in lawful money of the United States of America and in immediately
available  funds,  the  principal  sum of Two  Hundred  Fifty  Thousand  Dollars
($250,000.00).  Maker  agrees to pay  interest  in like money at such  office or
commercial bank on the unpaid aggregate  principal amount hereof at a rate equal
to nine and three quarters percent (9.750 %) per annum.

         THIS NOTE REPLACES THE SB  ENTERPRISES  LOAN ("BREWER  NOTE") ISSUED ON
SEPTEMBER  15, 2000,  DUE MARCH 15, 2001,  PARTIALLY  CONVERTED TO THE COMPANY'S
COMMON STOCK ("COMMON  STOCK") IN APRIL 09, 2001,  WITH THE REMAINING  PRINCIPAL
BALANCE SUBSEQUENTLY EXTENDED THROUGH DECEMBER 31, 2001.

         1.  Principal  and interest  shall be due and payable in the manner set
forth below:

              (a) Accrued  interest on the unpaid  principal amount hereof shall
be paid monthly in cash on or before the 15th day of each calendar month.

              (b) Except for  reductions  to the  principle  and interest of the
Note through the Payee's  exercise of its Conversion  Rights as hereinafter  set
forth,  Maker  will  pay,  in whole  or in  part,  the  principal  balance  then
outstanding of this Note,  together with accrued interest,  on or before January
1, 2004.

              (c) All payments  (including  prepayments) made hereunder shall be
applied  first to the payment of accrued and unpaid  interest,  with the balance
remaining applied to the payment of the unpaid principal balance of this Note.

         2. At any time before the earlier of the repayment  dates  specified in
Section 1 hereof,  (the Conversion Right Expiration Date"), the Payee shall have
the right ("Conversion  Right") to convert all or any portion of the outstanding
principal  balance of this Note, and any accrued interest  thereon,  into common
stock of the Maker,  par value $0.001  ("Common  Stock") by giving notice to the



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Execution Copy October 29, 2002
Page 2 of 4
Brewer 250K Note Extension Through January 1, 2004
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Maker that it intends to exercise its Conversion Right.  Subject to the terms of
this Note, the Payee shall have the right to convert such outstanding  principal
and accrued  interest  into common stock at the rate equal to the average of the
closing  price of the  Company's  Common  Stock on the American  Stock  Exchange
("AMEX")  or  other  public  stock  exchange  for  the  five  (5)  trading  days
immediately  preceding  each  exercise of a  Conversion  Right or, if the Common
Stock is not listed on the AMEX or other public stock exchange, then the average
of the bid and ask for said  Common  Stock  quoted on the OTC market or the pink
sheets on the five (5) trading days  immediately  preceding  each  exercise of a
Conversion  Right  (the  "Conversion  Rate")  for  each  dollar  of  outstanding
principal and accrued interest.  Each exercise of Payee's Conversion Right shall
be effected  by giving  notice to Maker at the address set forth below and shall
specify the amount of  principal  and  accrued  interest  that Payee  intends to
convert  into  Common  Stock.  Within  thirty  (30) days of receipt of each such
notice, Maker shall issue a certificate or certificate for Common Stock to Payee
in such denomination as Payee shall specify.

         3.  Notwithstanding  any  provision to the  contrary  contained in this
Note,  it is  expressly  agreed  that,  at the option of the  Payee,  the entire
principal  amount  outstanding  at any time under this Note, and all accrued and
unpaid interest,  shall  immediately  become due and payable (without demand for
payment, notice of non-payment, presentment, notice of dishonor, protest, notice
of protest or any other  notice,  all of which are  hereby  expressly  waived by
Maker) upon the occurrence of any of the following (each an "Event of Default"):

              (a) upon the default in the payment of any  interest or  principal
due under this Note,  which default  continues  uncured for a period of ten (10)
days;

              (b)  if  Maker  shall  make  an  assignment  for  the  benefit  of
creditors;  or shall admit in writing its  inability  to pay its debts;  or if a
receiver or trustee shall be appointed for Maker or for substantially all of its
assets and, if appointed without its consent, such appointment is not discharged
or stayed within thirty (30) days; or if  proceedings  under any law relating to
bankruptcy, insolvency or the reorganization or relief of debtors are instituted
by or against the Maker and, if  contested  by it, are not  dismissed  or stayed
within  thirty  (30) days;  or if any writ of  attachment  or  execution  or any
similar process is issued or levied against Maker or any significant part of its
property and is not released,  stayed, bonded or vacated within thirty (30) days
after its issue or levy; or if Maker takes  corporate  action in  furtherance of
any of the foregoing.

         4.  Maker  may  prepay  the  principal  amount of this Note at any time
without  incurring any penalty for  prepayment.  Upon any such  prepayment,  all
accrued  interest  to the date of  repayment  shall be paid  whereupon  no other
payment or penalty shall be due.

         5. All  notices,  requests  and demands to or upon Maker or Payee to be
effective  shall be in  writing  and shall be deemed to have been duly  given or
made when delivered by hand, or when sent by certified  mail,  postage  prepaid,



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Execution Copy October 29, 2002
Page 3 of 4
Brewer 250K Note Extension Through January 1, 2004
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addressed  as follows or to such other  address as may  hereafter be notified by
the respective parties hereto:


                  Maker:

                  Commodore Applied Technologies, Inc.
                  150 East 58th Street, Suite 3238,
                  New York, New York 10151 2
                  Attn: James M. DeAngelis,
                  Chief Financial Officer
                  (212)-308-5800 telephone
                  (212)-753-0731 facsimile

                  Payee:

                  S. Brewer Enterprises, Inc.
                  2121 Jamieson Avenue, Suite 1406
                  Alexandria, Virginia  22314
                  Attn: Shelby T. Brewer
                  President
                  (703)-567-1284 telephone
                  (703)-566-7526 facsimile

         6. No  failure or delay on the part of Payee in  exercising  any of its
rights,  powers or privileges  hereunder shall operate as a waiver thereof,  nor
shall a single  or  partial  exercise  thereof  preclude  any  other or  further
exercise  of any right,  power or  privilege.  Maker  hereby  waives  demand for
payment, notice of non-payment, presentment, notice of dishonor, protest, notice
of protest or any other  notice in  connection  with the  delivery,  acceptance,
performance or enforcement of this Note.

         7. This Note may not be changed or  terminated  orally,  nor may any of
its provisions be waived,  except by an agreement in writing signed by the party
against whom enforcement of such change or termination is sought.

         8. In case  any  one or more  Events  of  Default  shall  occur  and be
continuing,  Payee may proceed to protect and enforce its rights by an action at
law,  suit in  equity  or other  appropriate  proceeding.  Maker  shall  pay all
reasonable costs of collection when incurred,  including  reasonable  attorneys'
fees.

         9. This Note shall be governed by and construed in accordance  with the
laws of the State of Delaware, without giving effect to its choice of law rules.


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Execution Copy October 29, 2002
Page 4 of 4
Brewer 250K Note Extension Through January 1, 2004
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         IN WITNESS  WHEREOF,  the Maker has executed  this  Promissory  Note as
October 29, 2002.




                                          COMMODORE APPLIED TECHNOLOGIES, INC.


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





                                          S.BREWER ENTERPRISES, INC.


                                          By: /s/ Shelby T. Brewer
                                          --------------------------------
                                          Name: Shelby T. Brewer
                                          Title:   President