Exhibit 10.35
July 7, 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  Series  1  Bridge  Note  Purchase  and  Security
Agreement,  dated  March  16,  1999,  by and  among  Compositech  Ltd.  and  the
Purchasers  listed  therein,  as 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 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  and that  certain  Letter  Agreement  dated  April 21, 2000 and
executed  by the  Company  and the  Purchasers  (as so  amended,  the  "Purchase
Agreement").

The parties  hereto  hereby  agree that  Section 1.1 of the First  Amendment  to
Series 1 Bridge Note Purchase and Security  Agreement,  dated April 21, 1999, is
hereby amended by deleting Exhibit A thereto and substituting a new Exhibit A, a
copy of which is attached to this agreement.

In  addition,  the parties  hereto  hereby  agree that Section 1.1 of the Second
Amendment to Series 1 Bridge Note  Purchase and Security  Agreement,  dated July
28, 1999, is hereby  amended by deleting from Exhibit A thereto the reference to
Item No. 1 - Vacuum Molding Press.

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


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


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

Title:   -----------------------------------------

<PAGE>

                                                                   Exhibit 10.35


EXHIBIT A


DESCRIPTION OF EQUIPMENT COLLATERAL


Equipment

1. Winding  Machines                Compositech  designed  and built  integrated
                                    assemblies, each approximately 17 feet long,
                                    9 feet wide and 9 feet high,  consisting  of
                                    automatic filament winding devices.

                                      Compositech designated as :
                                              Winder # 4
                                              Winder # 5

                                        Equipment cost = approximately $ 970,000


2. All Proceeds of the foregoing including all accessions to,  substitutions and
replacements for, and rents, profits and products of the foregoing.  "Proceeds",
as such term is used herein,  shall mean  "proceeds," as such term is defined in
Section 9-306(1) of the UCC, and, in any event,  includes,  without  limitation,
(i)  any  and  all  proceeds  of or  distributions  pursuant  to any  insurance,
indemnity, surety, warranty or guaranty payable to the Grantor from time to time
with  respect to any of the  Collateral,  (ii) any and all payments (in any form
whatsoever)  made  or due  and  payable  to the  Grantor  from  time  to time in
connection with any requisition,  confiscation,  replevin, condemnation, seizure
or forfeiture of all or any part of the Collateral by any public or governmental
authority  (or any  person  acting  under  color of any  public or  governmental
authority),  and  (iii)  any and all  other  amounts  from  time to time paid or
payable under or in connection with any of the Collateral.