Exhibit 10.39


July 19, 2000


SovCap Equity Partners
c/o SovCap Investment Management Group, LLC
3340 Peachtree Road, NE, Suite 2320
Atlanta, GA  30326


To Whom It May Concern:

Reference is made to (i) the Registration Rights Agreement, dated March 16,
1999, by and among Compositech Ltd. (the "Company") and the Purchasers listed
therein, as amended by that certain First Amendment to the Registration Rights
Agreement, dated April 21, 1999, and executed by the Company and certain
Purchasers in connection with the Second Closing, that certain Second Amendment
to the Registration Rights Agreement, dated July 28, 1999, and executed by the
Company and certain Purchasers in connection with the Third Closing, and that
certain Third Amendment to the Registration Rights Agreement, dated September
12, 1999, and executed by the Company and the Purchasers, and that certain
Letter Agreement, dated November 22, 1999, and executed by the Company and the
Purchasers (as so amended, the "Registration Rights Agreement"); (ii) the Series
1 Bridge Note Purchase and Security Agreement, dated March 16, 1999 by and among
Compositech Ltd. and the Purchasers listed therein, as so amended by that
certain First Amendment to the Series 1 Bridge Note Purchase and Security
Agreement, dated April 21, 1999, and executed by the Company and certain
Purchasers in connection with the Second Closing, that certain Second Amendment
to the Series 1 Bridge Note Purchase Agreement and Security Agreement, dated
July 28, 1999, and executed by the Company and certain Purchasers in connection
with the Third Closing, that certain Letter Agreement dated November 22, 1999,
and executed by the Company and the Purchasers, that certain Letter Agreement
dated March 31, 2000, and executed by the Company and the Purchasers, that
certain Letter Agreement, dated April 21, 2000, and executed by the Company and
the Purchasers and that certain Letter Agreement dated July 7, 2000, and
executed by the Company and the Purchasers (as so amended, the "Purchase
Agreement"); and (iii) the Restated Bridge Notes (as defined below) issued
pursuant to the Purchase Agreement. Defined terms used but not defined herein
shall have the meaning ascribed therein in the Registration Agreement, the
Purchase Agreement or the Restated Bridge Notes as the case may be.

The Company hereby acknowledges that upon exercise of the Compositech Ltd.
Attached Repricing Warrants (the "Warrants"), issued in connection with the
purchase of the Restated Bridge Notes pursuant to the Purchase Agreement, in
accordance with Section 3.(b) of the Warrants, provided that the requisite Rule
144 documentation is submitted including, but not limited to a representation of
the owner of the Warrant as to the proper holding period, it will (i) cause its
counsel to issue an opinion that will enable the Common Stock of the Company to
be issued without a restrictive legend and (ii) cause its Transfer Agent to
issue and deliver to Holder a certificate or certificates representing the
number of shares of Common Stock issuable upon conversion of the Warrant, within
five (5) business days of receipt of the Conversion Materials.

Further, Section 2.(a) of the Registration Rights Agreement is hereby amended to
extend the Filing Deadline (as defined therein) to July 21, 2000 and the third
sentence of Section 2.(a) will be automatically amended to delete the amount of
3,327,443 included therein and replace it with 2,141,952 shares consisting of
1,480,081 shares for Conversion Shares for Restated Bridge Notes S1BFN9 through
12 and the Placement Bridge Note and 661,871 shares for Purchase Warrant and
Placement Warrant Shares.



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Please indicate your acknowledgment and agreement to the above amendment on
behalf of the Purchasers by executing the enclosed copy of this Letter Agreement
as Representative of the Purchasers pursuant to the authority granted to you
under Section 2.5 of the Purchase Agreement appointing SovCap Equity Partners,
Ltd. Representative for all other Purchasers under the Purchase Agreement.

COMPOSITECH LTD.


By:
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Name: Samuel S. Gross, Executive Vice President


ACKNOWLEDGED, AGREED AND ACCEPTED:
SOVCAP EQUITY PARTNERS, LTD., as Representative for the Purchasers


By:
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Name:
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Title:
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