Exhibit 10.37


                                                                       EXHIBIT C

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION  RIGHTS AGREEMENT,  dated as of July 7, 2000, between the
investor or  investors  signatory  hereto (each an  "Investor"  and together the
"Investors"), and Compositech Ltd., a Delaware corporation (the "Company").

     WHEREAS,  simultaneously with the execution and delivery of this Agreement,
the Investor is purchasing from the Company, pursuant to a Convertible Preferred
Stock and  Warrants  Purchase  Agreement,  dated the date hereof (the  "Purchase
Agreement"),  500 shares of Convertible Preferred Stock and Warrants to purchase
shares of the  Company's  Common Stock (terms not defined  herein shall have the
meanings ascribed to them in the Purchase Agreement); and

     WHEREAS,  the Company  desires to grant to the Investors  the  registration
rights set forth  herein with respect to the  Conversion  Shares of Common Stock
issuable upon  conversion of, or as dividends  upon, the  Convertible  Preferred
Stock  purchased  pursuant to the Purchase  Agreement and shares of Common Stock
issuable upon exercise of the Warrants  (hereinafter  referred to as the "Stock"
or "Securities" of the Company).

     NOW, THEREFORE, the parties hereto mutually agree as follows:

     Section 1.  Registrable  Securities.  As used herein the term  "Registrable
Security"  means the Securities  until (i) the  Registration  Statement has been
declared  effective by the Commission,  and all Securities have been disposed of
pursuant to the Registration Statement, (ii) all Securities have been sold under
circumstances  under which all of the applicable  conditions of Rule 144 (or any
similar  provision then in force) under the Securities Act ("Rule 144") are met,
(iii) all Securities  have been  otherwise  transferred to holders who may trade
such Securities  without  restriction  under the Securities Act, and the Company
has  delivered  a new  certificate  or  other  evidence  of  ownership  for such
Securities not bearing a restrictive legend or (iv) such time as, in the opinion
of counsel to the Company,  all Securities may be sold without any time,  volume
or manner limitations  pursuant to Rule 144(k) (or any similar provision then in
effect) under the Securities Act. The term  "Registrable  Securities"  means any
and/or all of the  securities  falling  within  the  foregoing  definition  of a
"Registrable   Security."   In  the   event  of  any   merger,   reorganization,
consolidation, recapitalization or other change in corporate structure affecting
the Common Stock,  such adjustment  shall be deemed to be made in the definition
of "Registrable  Security" as is appropriate in order to prevent any dilution or
enlargement of the rights granted pursuant to this Agreement.

     Section  2.  Restrictions  on  Transfer.  Each  Investor  acknowledges  and
understands that prior to the registration of the Securities as provided herein,
the Securities are  "restricted  securities" as defined in Rule 144  promulgated
under the Act. Each Investor  understands that no disposition or transfer of the
Securities  may be made by  Investor in the absence of (i) an opinion of counsel
to the Investor,  in form and substance reasonably

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satisfactory to the Company, that such transfer may be made without registration
under the Securities Act or (ii) such registration.

     With a view to making  available to the  Investors the benefits of Rule 144
under  the  Securities  Act or any  other  similar  rule  or  regulation  of the
Commission  that may at any time permit the Investors to sell  securities of the
Company to the public without registration ("Rule 144"), the Company agrees to:

     (a) comply with the provisions of paragraph (c)(1) of Rule 144; and

     (b) file with the  Commission  in a timely  manner  all  reports  and other
documents  required  to be filed with the  Commission  pursuant to Section 13 or
15(d) under the Exchange Act by  companies  subject to either of such  sections,
irrespective   of  whether  the  Company  is  then  subject  to  such  reporting
requirements.

     Section 3. Registration Rights With Respect to the Securities.

     (a) The Company  agrees that it will  prepare and file with the  Securities
and Exchange  Commission  ("Commission"),  within forty-five (45) days after the
Closing  Date a  registration  statement  (on Form  S-3,  or  other  appropriate
registration  statement  form)  under  the  Securities  Act  (the  "Registration
Statement"),  at the sole expense of the Company  (except as provided in Section
3(c) hereof), in respect of the Investors, so as to permit a public offering and
resale of the Securities under the Act by the Investors as selling  stockholders
and not as underwriters.

     The Company shall use its best efforts to cause such Registration Statement
to become  effective  within 120 days from the  Closing  Date,  or, if  earlier,
within five (5) days of SEC clearance to request  acceleration of effectiveness.
The number of shares  designated in the Registration  Statement to be registered
shall  include at least all the Warrant  Shares,  at least 200% of the number of
shares which would be issuable  upon  conversion  of the  Convertible  Preferred
Stock  immediately  prior to the filing  date,  and such number of shares as the
Company  deems  prudent  for the  purpose of issuing  shares of Common  Stock as
dividends on the  Convertible  Preferred  Stock,  and shall include  appropriate
language  regarding  reliance  upon  Rule  416 to the  extent  permitted  by the
Commission.  The Company will notify the Investors of the  effectiveness  of the
Registration  Statement  within one Trading Day of such event. In the event that
the number of shares so registered  shall prove to be  insufficient  to register
the resale of all of the  Securities,  then the Company  shall be  obligated  to
file,  within  thirty  (30)  days  of  notice  from  any  Investor,   a  further
Registration  Statement registering such remaining shares and shall use diligent
best   efforts  to  prosecute   such   additional   Registration   Statement  to
effectiveness within ninety (90) days of the date of such notice.

     (b) The  Company  will use its best  efforts to maintain  the  Registration
Statement or post-effective amendment filed under this Section 3 effective under
the Securities Act until the earlier of (i) the date that none of the Securities
covered by such Registration Statement are or may become issued and outstanding,
(ii) the  date  that all of the  Securities  have  been  sold  pursuant  to such
Registration  Statement,  (iii) the date the  Investors  receive  an  opinion of
counsel to the Company,  which  counsel  shall be  reasonably  acceptable to the
Investors, that

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the Securities  may be sold under the provisions of Rule 144 without  limitation
as to volume, (iv) all Securities have been otherwise transferred to persons who
may trade such shares  without  restriction  under the  Securities  Act, and the
Company has delivered a new  certificate or other evidence of ownership for such
securities not bearing a restrictive  legend,  or (v) all Securities may be sold
without any time,  volume or manner  limitations  pursuant to Rule 144(k) or any
similar  provision  then in effect  under the  Securities  Act in the opinion of
counsel to the Company,  which  counsel  shall be  reasonably  acceptable to the
Investor (the "Effectiveness Period").

     (c) All fees,  disbursements and out-of-pocket  expenses and costs incurred
by the Company in connection with the preparation and filing of the Registration
Statement under  subparagraph  3(a) and in complying with applicable  securities
and Blue Sky laws  (including,  without  limitation,  all attorneys' fees of the
Company)  shall be borne by the Company.  The  Investors  shall bear the cost of
underwriting  and/or  brokerage  discounts,   fees  and  commissions,   if  any,
applicable to the Securities being registered and the fees and expenses of their
counsel.  The Investors and their counsel shall have a reasonable period, not to
exceed five (5) Trading Days, to review the proposed  Registration  Statement or
any  amendment  thereto,  prior to filing with the  Commission,  and the Company
shall provide each Investor with copies of any comment letters received from the
Commission with respect thereto within two (2) Trading Days of receipt  thereof.
The Company shall qualify any of the  securities  for sale in such states as any
Investor reasonably  designates and shall furnish  indemnification in the manner
provided  in Section 6 hereof.  However,  the  Company  shall not be required to
qualify in any state which will require an escrow or other restriction  relating
to the Company and/or the sellers,  or which will require the Company to qualify
to do business in such state or require the Company to file  therein any general
consent to service of  process.  The  Company  at its  expense  will  supply the
Investors  with  copies  of  the  applicable   Registration  Statement  and  the
prospectus  included  therein and other related  documents in such quantities as
may be reasonably requested by the Investors.

     (d) The  Company  shall not be  required  by this  Section 3 to  include an
Investor's Securities in any Registration  Statement which is to be filed if, in
the opinion of counsel for both the Investor  and the Company  (or,  should they
not agree,  in the opinion of another  counsel  experienced  in  securities  law
matters  acceptable  to counsel for the  Investor  and the Company) the proposed
offering or other transfer as to which such  registration is requested is exempt
from  applicable  federal  and state  securities  laws and  would  result in all
purchasers  or  transferees  obtaining  securities  which  are  not  "restricted
securities", as defined in Rule 144 under the Securities Act.

     (e) In the event  that (i) the  Registration  Statement  to be filed by the
Company  pursuant to Section 3(a) above is not filed with the Commission  within
forty-five (45) days from the Closing Date, (ii) such Registration  Statement is
not declared effective by the Commission within the earlier of 120 days from the
Closing  Date or five  (5)  days  of  clearance  by the  Commission  to  request
effectiveness,  (iii) such Registration Statement is not maintained as effective
by the  Company  for the  period  set forth in  Section  3(b)  above or (iv) the
additional  Registration  Statement  referred  to in  Section  3(a) is not filed
within  thirty (30) days or declared  effective  within  ninety (90) days as set
forth therein (each a "Registration Default") then the

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Company will pay Investor  (pro rated on a daily basis),  as liquidated  damages
for such  failure and not as a penalty two percent per month of the Stated Value
of the  Convertible  Preferred  Stock held by the  Investor  retroactive  to the
Closing  Date  until such  Registration  Statement  has been  filed or  declared
effective,  as  applicable,  and the  Exercise  Price of the  Warrants  shall be
reduced by ten percent (10%) for each such month,  pro-rated daily. Such payment
of the cash portion of the liquidated  damages shall be made to the Investors in
cash,  within five (5)  calendar  days of demand,  provided,  however,  that the
payment of such  liquidated  damages  shall not  relieve  the  Company  from its
obligations  to register  the  Securities  pursuant to this  Section and provide
further in no event shall the Exercise  Price of the  Warrants be reduced  below
$0.01 per Warrant  Share.  Notwithstanding  anything to the  contrary  contained
herein,  a  failure  to  maintain  the  effectiveness  of an filed  Registration
Statement  or  the  ability  of  an  Investor  to  use  an  otherwise  effective
Registration  Statement to effect resales of Securities  during the period after
45 days and within 90 days from the end of the Company's  fiscal year  resulting
solely from the need to update the Company's financial  statements  contained or
incorporated  by  reference  in such  Registration  Statement or required by the
acquisition of The Aeon Group, Inc. shall not constitute a Registration  Default
and shall not trigger the accrual of liquidated damages hereunder.

     If the  Company  does not remit the payment to the  Investors  as set forth
above,  the  Company  will pay the  Investors  reasonable  costs of  collection,
including   attorneys'  fees,  in  addition  to  the  liquidated  damages.   The
registration  of the Securities  pursuant to this provision  shall not affect or
limit the Investors' other rights or remedies as set forth in this Agreement.

     (f) No  provision  contained  herein  shall  preclude  the Company or other
holders of the  Company's  securities  from selling  securities  pursuant to any
Registration Statement in which it is required to include Securities pursuant to
this Section 3.

     (g) If at any time or from  time to time  after the  effective  date of any
Registration  Statement,  the Company  notifies the  Investors in writing of the
existence of a Potential  Material Event (as defined in Section 3(h) below), the
Investors  shall  not  offer or sell  any  Securities  or  engage  in any  other
transaction involving or relating to Securities,  from the time of the giving of
notice with respect to a Potential  Material  Event until the Investors  receive
written  notice from the Company that such  Potential  Material Event either has
been  disclosed  to the public or no longer  constitutes  a  Potential  Material
Event; provided,  however, that the Company may not so suspend the right to such
holders of Securities for more than twenty (20) days in the aggregate during any
twelve month period, during the period the Registration Statement is required to
be in effect, and if such period is exceeded, such event shall be a Registration
Default.  If a  Potential  Material  Event  shall  occur  prior  to  the  date a
Registration Statement is required to be filed, then the Company's obligation to
file such  Registration  Statement shall be delayed without penalty for not more
than  twenty  (20)  days,  and such  delay or  delays  shall  not  constitute  a
Registration  Default. The Company must, if lawful, give the Investors notice in
writing at least two (2)  Trading  Days  prior to the first day of the  blackout
period.

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     (h)  "Potential  Material  Event"  means  any of  the  following:  (a)  the
possession by the Company of material  information  not ripe for disclosure in a
registration  statement,  as  determined  in good  faith by the  Executive  Vice
President or Treasurer or the Board of Directors of the Company that  disclosure
of such  information  in a  Registration  Statement  would be detrimental to the
business and affairs of the Company;  or (b) any material engagement or activity
by the Company  which would,  in the good faith  determination  of the Executive
Vice  President  or  Treasurer  or the Board of  Directors  of the  Company,  be
adversely affected by disclosure in a registration statement at such time, which
determination  shall be accompanied by a good faith  determination  by the Chief
Financial  Officer or the Board of Directors of the Company that the  applicable
Registration  Statement would be materially  misleading  absent the inclusion of
such information.

     Section 4. Cooperation with Company.  The Investors will cooperate with the
Company in all respects in  connection  with this  Agreement,  including  timely
supplying  all  information  reasonably  requested  by the Company  (which shall
include all  information  regarding the Investors and proposed manner of sale of
the  Registrable  Securities  required  to  be  disclosed  in  any  Registration
Statement)  and executing and  returning all documents  reasonably  requested in
connection  with the  registration  and sale of the  Registrable  Securities and
entering into and performing their obligations under any underwriting agreement,
if the offering is an underwritten  offering,  in usual and customary form, with
the managing underwriter or underwriters of such underwritten offering.  Nothing
in this  Agreement  shall  obligate  any  Investor  to consent to be named as an
underwriter  in any  Registration  Statement.  The  obligation of the Company to
register the Registrable  Securities  shall be absolute and  unconditional as to
those  Securities  which the  Commission  will permit to be  registered  without
naming  the  Investors  as  underwriters.  Any  delay or  delays  caused  by the
Investors by failure to cooperate as required  hereunder  shall not constitute a
Registration Default.

     Section 5. Registration Procedures. If and whenever the Company is required
by any of the provisions of this Agreement to effect the  registration of any of
the Registrable  Securities  under the Securities Act, the Company shall (except
as otherwise provided in this Agreement), as expeditiously as possible,  subject
to the Investors' assistance and cooperation as reasonably required with respect
to each Registration Statement:

     (a)  (i)  prepare  and  file  with  the  Commission   such  amendments  and
supplements to the Registration  Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration  Statement effective and
to  comply  with the  provisions  of the Act with  respect  to the sale or other
disposition of all securities  covered by such registration  statement  whenever
the Investors  shall desire to sell or otherwise  dispose of the same (including
prospectus supplements with respect to the sales of securities from time to time
in connection  with a registration  statement  pursuant to Rule 415  promulgated
under  the Act) and  (ii)  take all  lawful  action  such  that  each of (A) the
Registration  Statement  and any  amendment  thereto  does not,  when it becomes
effective,  contain an untrue  statement  of a material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading and (B) the prospectus  forming part of the  Registration  Statement,
and any  amendment  or  supplement  thereto,  does  not at any time  during  the
Registration Period include an untrue statement of a

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material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading;

     (b) (i)  prior  to the  filing  with  the  Commission  of any  Registration
Statement (including any amendments thereto) and the distribution or delivery of
any prospectus (including any supplements thereto), provide draft copies thereof
to the  Investors as required by Section 3(c) and reflect in such  documents all
such  comments  as the  Investors  (and their  counsel)  reasonably  may propose
respecting  the  Selling  Shareholders  and Plan of  Distribution  sections  (or
equivalents)  and (ii)  furnish  to each  Investor  such  numbers of copies of a
prospectus including a preliminary  prospectus or any amendment or supplement to
any prospectus,  as applicable,  in conformity with the requirements of the Act,
and such other  documents,  as such Investor may reasonably  request in order to
facilitate the public sale or other  disposition of the securities owned by such
Investor;

     (c)  register  and  qualify  the  Registrable  Securities  covered  by  the
Registration  Statement  under  such other  securities  or blue sky laws of such
jurisdictions  as  the  Investors  shall  reasonably  request  (subject  to  the
limitations set forth in Section 3(c) above),  and do any and all other acts and
things which may be necessary or advisable to enable each Investor to consummate
the public sale or other  disposition  in such  jurisdiction  of the  securities
owned by such Investor;

     (d) list  such  Registrable  Securities  on the  Principal  Market,  if the
listing of such Registrable Securities is then permitted under the rules of such
Principal Market;

     (e) notify each  Investor at any time when a  prospectus  relating  thereto
covered by the Registration Statement is required to be delivered under the Act,
of the happening of any event of which it has knowledge as a result of which the
prospectus included in the Registration  Statement,  as then in effect, includes
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading  in the light of the  circumstances  then  existing,  and the Company
shall  prepare and file a curative  amendment  under  Section 5(a) as quickly as
commercially possible;


     (f) as promptly as practicable  after becoming aware of such event,  notify
each Investor who holds  Registrable  Securities being sold (or, in the event of
an  underwritten  offering,  the managing  underwriters)  of the issuance by the
Commission  of any stop order or other  suspension of the  effectiveness  of the
Registration  Statement at the earliest possible time and take all lawful action
to effect  the  withdrawal,  recession  or  removal  of such stop order or other
suspension;

     (g) cooperate with the Investors to facilitate the timely  preparation  and
delivery of certificates  for the Registrable  Securities to be offered pursuant
to the Registration  Statement and enable such  certificates for the Registrable
Securities to be in such  denominations  or amounts,  as the case may be, as the
Investors  reasonably  may request and registered in such names as the Investors
may request;  and, within three (3) Trading Days after a Registration  Statement
which includes  Registrable  Securities is declared effective by the Commission,
deliver  and cause  legal  counsel  selected  by the  Company  to deliver to the
transfer agent for the

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Registrable Securities (with copies to the Investors) an appropriate instruction
and, to the extent necessary, an opinion of such counsel;

     (h) take all such other lawful actions reasonably necessary to expedite and
facilitate the disposition by the Investors of their  Registrable  Securities in
accordance with the intended methods  therefor  provided in the prospectus which
are customary for issuers to perform under the circumstances;

     (i)  in  the  event  of  an  underwritten  offering,  promptly  include  or
incorporate  in a  prospectus  supplement  or  post-effective  amendment  to the
Registration  Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all required filings of such prospectus  supplement or post-effective  amendment
as soon as  practicable  after it is  notified  of the matters to be included or
incorporated in such Prospectus supplement or post-effective amendment; and

     (j) maintain a transfer agent and registrar for its Common Stock.

     Section 6. Indemnification.

     (a) To the maximum extent permitted by law, the Company agrees to indemnify
and hold  harmless  the  Investors  and each  person,  if any,  who  controls an
Investor  within  the  meaning  of the  Securities  Act  (each  a  "Distributing
Investor") against any losses, claims, damages or liabilities,  joint or several
(which shall,  for all purposes of this Agreement,  include,  but not be limited
to,  all  reasonable  costs of  defense  and  investigation  and all  reasonable
attorneys'  fees and expenses),  to which the  Distributing  Investor may become
subject, under the Securities Act or otherwise,  insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue  statement or alleged  untrue  statement  of any  material  fact
contained in any  Registration  Statement,  or any related  final  prospectus or
amendment or supplement  thereto, or arise out of or are based upon 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 the Company will not be liable in any such case to the extent, and
only to the extent, that any such loss, claim, damage or liability arises out of
or is based upon an untrue  statement or alleged untrue statement or omission or
alleged omission made in such Registration  Statement,  preliminary  prospectus,
final  prospectus or amendment or supplement  thereto in reliance  upon,  and in
conformity  with,   written   information   furnished  to  the  Company  by  the
Distributing Investor, its counsel, affiliates or any underwriter,  specifically
for use in the preparation thereof. This indemnity agreement will be in addition
to any liability which the Company may otherwise have.

     (b) To the maximum  extent  permitted by law,  each  Distributing  Investor
agrees that it will  indemnify and hold  harmless the Company,  and each officer
and director of the Company or person,  if any, who controls the Company  within
the  meaning of the  Securities  Act,  against any  losses,  claims,  damages or
liabilities (which shall, for all purposes of this Agreement,  include,  but not
be  limited  to,  all  reasonable  costs of defense  and  investigation  and all
reasonable  attorneys'  fees and  expenses)  to which  the  Company  or any such
officer,  director or controlling person may become subject under the Securities
Act or otherwise, insofar

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as such losses,  claims,  damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue  statement or alleged untrue statement
of any material fact  contained in any  Registration  Statement,  or any related
final  prospectus  or amendment or  supplement  thereto,  or arise out of or are
based upon the omission or the alleged omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  but in each case only to the extent that such untrue  statement  or
alleged  untrue  statement  or  omission  or alleged  omission  was made in such
Registration  Statement,  final prospectus or amendment or supplement thereto in
reliance  upon, and in conformity  with,  written  information  furnished to the
Company  by  such  Distributing  Investor,   its  counsel,   affiliates  or  any
underwriter,  specifically  for use in the preparation  thereof.  This indemnity
agreement will be in addition to any liability which the  Distributing  Investor
may  otherwise  have.  Notwithstanding  anything  to the  contrary  herein,  the
Distributing Investor shall not be liable under this Section 6 for any amount in
excess of the net proceeds to such Distributing Investor as a result of the sale
of Registrable Securities pursuant to the Registration Statement.

     (c) Promptly after receipt by an indemnified  party under this Section 6 of
notice of the  commencement of any action against such indemnified  party,  such
indemnified  party will, if a claim in respect thereof is to be made against the
indemnifying  party  under this  Section 6,  notify  the  indemnifying  party in
writing  of  the  commencement  thereof;  but  the  omission  so to  notify  the
indemnifying  party will not relieve the  indemnifying  party from any liability
which it may have to any  indemnified  party except to the extent the failure of
the indemnified party to provide such written  notification  actually prejudices
the ability of the  indemnifying  party to defend such action.  In case any such
action  is  brought  against  any  indemnified   party,   and  it  notifies  the
indemnifying party of the commencement  thereof,  the indemnifying party will be
entitled to  participate  in, and, to the extent that it may wish,  jointly with
any other  indemnifying  party similarly  notified,  assume the defense thereof,
subject to the provisions  herein stated and after notice from the  indemnifying
party to such  indemnified  party  of its  election  so to  assume  the  defense
thereof,  the indemnifying  party will not be liable to such  indemnified  party
under this Section 6 for any legal or other  expenses  subsequently  incurred by
such  indemnified  party in  connection  with the  defense  thereof  other  than
reasonable  costs of  investigation,  unless the  indemnifying  party  shall not
pursue the action to its final  conclusion.  The indemnified  parties as a group
shall have the right to employ one  separate  counsel in any such  action and to
participate  in the defense  thereof,  but the fees and expenses of such counsel
shall not be at the expense of the indemnifying  party if the indemnifying party
has assumed the defense of the action with counsel  reasonably  satisfactory  to
the  indemnified  party  unless  (i) the  employment  of such  counsel  has been
specifically  authorized in writing by the indemnifying party, or (ii) the named
parties to any such action  (including any impleaded  parties)  include both the
indemnified  party and the  indemnifying  party and the indemnified  party shall
have been  advised by its counsel  that there may be one or more legal  defenses
available to the indemnifying party different from or in conflict with any legal
defenses  which  may  be  available  to  the  indemnified  party  or  any  other
indemnified party (in which case the indemnifying party shall not have the right
to assume the defense of such  action on behalf of such  indemnified  party,  it
being understood, however, that the indemnifying party shall, in connection with
any one such action or separate but substantially  similar or related actions in
the  same  jurisdiction   arising  out  of  the  same  general   allegations  or
circumstances,  be  liable  only for the  reasonable  fees and  expenses  of one
separate  firm of  attorneys  for the  indemnified  party,  which  firm shall be
designated in

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writing by the  indemnified  party).  No  settlement  of any  action  against an
indemnified  party  shall be made  without  the  prior  written  consent  of the
indemnified party,  which consent shall not be unreasonably  withheld so long as
such settlement includes a full release of claims against the indemnified party.
All  expenses  of  the  indemnified   party  (including  costs  of  defense  and
investigation  incurred  in a manner  not  inconsistent  with this  Section  and
reasonable attorneys' fees and expenses) shall be paid by the indemnifying party
to the indemnified  party within ten (10) Trading Days of written notice thereof
to the indemnifying  party;  provided,  that the indemnifying  party may require
such indemnified party to undertake to reimburse the indemnifying  party for all
of such fees and  expenses  if and to the extent  that it is finally  judicially
determined  that  such  indemnified  party is not  entitled  to  indemnification
hereunder.

     Section  7.  Contribution.  In order  to  provide  for  just and  equitable
contribution  under the Securities Act in any case in which (i) the  indemnified
party  makes a claim for  indemnification  pursuant  to  Section 6 hereof but is
judicially  determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for  indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any indemnified  party,  then the Company and the
applicable  Distributing  Investor  shall  contribute to the  aggregate  losses,
claims,  damages or liabilities  to which they may be subject (which shall,  for
all purposes of this Agreement,  include,  but not be limited to, all reasonable
costs of  defense  and  investigation  and all  reasonable  attorneys'  fees and
expenses),  in either such case (after contribution from others) on the basis of
relative  fault as well as any  other  relevant  equitable  considerations.  The
relative fault shall be determined by reference to, among other things,  whether
the untrue or alleged  untrue  statement  of a material  fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company on the one hand or the  applicable  Distributing  Investor  on the other
hand, and the parties'  relative  intent,  knowledge,  access to information and
opportunity  to correct or prevent such  statement or omission.  The Company and
the  Distributing  Investor  agree  that it would not be just and  equitable  if
contribution  pursuant to this Section 7 were  determined by pro rata allocation
or by any  other  method  of  allocation  which  does  not take  account  of the
equitable  considerations  referred  to in this  Section 7. The  amount  paid or
payable by an indemnified  party as a result of the losses,  claims,  damages or
liabilities (or actions in respect thereof)  referred to above in this Section 7
shall be deemed to include any legal or other  expenses  reasonably  incurred by
such  indemnified  party in connection with  investigating or defending any such
action or claim.  No person guilty of fraudulent  misrepresentation  (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

Notwithstanding any other provision of this Section 7, in no event shall any (i)
Investor be required to  undertake  liability to any person under this Section 7
for any amounts in excess of the dollar amount of the proceeds  received by such
Investor  from  the  sale  of  such  Investor's  Registrable  Securities  (after
deducting any fees,  discounts and commissions  applicable  thereto) pursuant to
any  Registration   Statement  under  which  such  Registrable   Securities  are
registered  under  the  Securities  Act and  (ii)  underwriter  be  required  to
undertake  liability  to any person  hereunder  for any amounts in excess of the
aggregate discount, commission or other

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<PAGE>

compensation  payable  to  such  underwriter  with  respect  to the  Registrable
Securities  underwritten  by it and  distributed  pursuant to such  Registration
Statement.

     Section 8. Notices. All notices, demands,  requests,  consents,  approvals,
and other  communications  required or permitted  hereunder  shall be in writing
and,  unless  otherwise  specified  herein,  shall be (i) hand  delivered,  (ii)
deposited  in the mail,  registered  or  certified,  return  receipt  requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid,  or (iv)  transmitted  by  facsimile,  addressed  as set  forth  in the
Purchase  Agreement or to such other address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the first  business day  following the date of sending
by reputable courier service,  fully prepaid,  addressed to such address, or (c)
upon actual  receipt of such  mailing,  if mailed.  Either party hereto may from
time to time  change its  address or  facsimile  number for  notices  under this
Section 8 by giving at least ten (10) days' prior written notice of such changed
address or facsimile number to the other party hereto.

     Section 9.  Assignment.  This  Agreement  is binding upon and inures to the
benefit  of the  parties  hereto  and their  respective  heirs,  successors  and
permitted assigns.  The rights granted the Investors under this Agreement may be
assigned to any purchaser of substantially all of the Registrable Securities (or
the rights  thereto)  from an Investor,  as otherwise  permitted by the Purchase
Agreement.

     Section 10. Additional Covenants of the Company. The Company agrees that at
such time as it otherwise meets the  requirements  for the use of Securities Act
Registration   Statement  on  Form  S-3  for  the  purpose  of  registering  the
Registrable Securities, it shall file all reports and information required to be
filed  by it with the  Commission  in a timely  manner  and take all such  other
action so as to maintain such eligibility for the use of such form.

     Section 11.  Counterparts/Facsimile.  This Agreement may be executed in two
or more  counterparts,  each of which shall  constitute an original,  but all of
which, when together shall constitute but one and the same instrument, and shall
become  effective when one or more  counterparts  have been signed by each party
hereto and delivered to the other parties. In lieu of the original,  a facsimile
transmission  or copy of the original  shall be as effective and  enforceable as
the original.

     Section  12.  Remedies.   The  remedies  provided  in  this  Agreement  are
cumulative  and not  exclusive  of any  remedies  provided  by law. If any term,
provision,  covenant  or  restriction  of this  Agreement  is held by a court of
competent  jurisdiction  to be  invalid,  illegal,  void or  unenforceable,  the
remainder of the terms, provisions,  covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected,  impaired
or invalidated,  and the parties hereto shall use their best efforts to find and
employ an alternative

                                       10
<PAGE>

means to achieve the same or substantially  the same result as that contemplated
by such term, provision, covenant or restriction.

     Section 13.  Conflicting  Agreements.  The Company shall not enter into any
agreement with respect to its securities  that is  inconsistent  with the rights
granted to the holders of Registrable  Securities in this Agreement or otherwise
prevents the Company from complying with all of its obligations hereunder.

     Section 14.  Headings.  The headings in this  Agreement  are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

     Section 15. Governing Law, Arbitration. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts  made in New York by persons  domiciled  in New York City and  without
regard to its  principles of conflicts of laws. Any dispute under this Agreement
shall be submitted to  arbitration  under the American  Arbitration  Association
(the "AAA") in New York City,  New York,  and shall be finally and  conclusively
determined  by the decision of a board of  arbitration  consisting  of three (3)
members  (hereinafter  referred  to as the "Board of  Arbitration")  selected as
according to the rules governing the AAA. The Board of Arbitration shall meet on
consecutive business days in New York City, New York, and shall reach and render
a decision in writing (concurred in by a majority of the members of the Board of
Arbitration)  with  respect to the  amount,  if any,  which the losing  party is
required to pay to the other party in respect of a claim  filed.  In  connection
with  rendering its decisions,  the Board of Arbitration  shall adopt and follow
the laws of the State of New York.  To the extent  practical,  decisions  of the
Board of  Arbitration  shall be rendered no more than thirty (30)  calendar days
following  commencement  of  proceedings  with  respect  thereto.  The  Board of
Arbitration  shall cause its written  decision  to be  delivered  to all parties
involved in the dispute.  Any decision made by the Board of Arbitration  (either
prior to or after the  expiration of such thirty (30) calendar day period) shall
be final,  binding and conclusive on the parties to the dispute, and entitled to
be enforced to the fullest  extent  permitted by law and entered in any court of
competent  jurisdiction.  The Board of  Arbitration  shall be authorized  and is
hereby  directed  to enter a  default  judgment  against  any party  failing  to
participate in any proceeding hereunder within the time periods set forth in the
AAA rules.  The  non-prevailing  party to any  arbitration (as determined by the
Board of Arbitration) shall pay the expenses of the prevailing party,  including
reasonable attorneys' fees, in connection with such arbitration. Any party shall
be  entitled  to obtain  injunctive  relief  from a court in any case where such
relief  is  available,  and the  non-prevailing  party  in any  such  injunctive
proceeding shall pay the expenses of the prevailing party,  including reasonable
attorneys' fees, in connection with such injunctive proceeding.

                                       11
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed, on the day and year first above written.

                                               Compositech Ltd.


                                               By:
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                               INVESTOR:

                                               The Gross Foundation, Inc.


                                               By:
                                                  ------------------------------
                                                  Chiam Gross, President


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