Exhibit 10.34


July 14, 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.



<PAGE>
                                                                   Exhibit 10.34



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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