Exhibit 10.32

June 2, 2000


Sovereign Capital Advisors, LLC
3340 Peachtree Road, NE, Suite 2320
Atlanta, Georgia 30326
Facsimile:
Attention: Mr. Paul D. Hamm


Dear Sirs:

     Reference is made to the Series 1 Bridge Note Purchase and Security
Agreement, dated March 16, 1999, by and among Compositech Ltd. and the
Purchasers listed therein (the "Note Purchase Agreement"), 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 (the "First Amendment"), that
certain Second Amendment to the Series1 Bridge Note Purchase and Security
Agreement, dated July 28, 1999, and executed by the Company and certain
Purchasers in connection with the Third Closing (the "Second Amendment"), that
certain Letter Agreement, dated November 22, 1999, and executed by the Company
and the Purchasers (the "November Letter Agreement"), that certain Letter
Agreement dated April 21, 2000 and executed by the Company and certain
Purchasers (the "April Letter Agreement", together with the Note Purchase
Agreement, the First Amendment, the Second Amendment and the November Letter
Agreement, the "Purchase Agreement"). Defined terms, used but not defined
herein, have the meanings ascribed thereto in the Purchase Agreement.

     The parties hereto agree that the Secured Convertible Bridge Financing Note
of Compositech Ltd. in the amount of $98,327.00 issued to Sovereign Capital
Advisors, LLC (the "Placement Agent") on October 4, 1999 to evidence the
placement fee owed to the Placement Agent as part of the cancellation of the
original Bridge Notes and issuance of replacement Bridge Notes on October 4,
1999 is amended pursuant to the certain Letter Agreement dated April 21, 2000
between the Company and the Placement Agent (the "Placement Note") be amended by
striking the date "June 2, 2000" in the seventh line of the Placement Note and
inserting into the seventh line in place of such date "July 21, 2000" so that
the defined term "Maturity Date" is redefined and definitively established as
July 21, 2000.

     The provisions of the Placement Note for interest at the Note Rate up to
the Maturity Date, as now defined in this Agreement, and for interest at the
Default Rate thereafter, shall remain in full force and effect.

     This Agreement supersedes all other prior oral or written agreements
between the Company and the Placement Agent and their respective affiliates and
persons acting on their behalf with respect to the matters specifically referred
to herein, and this Agreement and the instruments referenced herein contain the
entire understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein or therein, neither the
Company nor the Placement Agent make any representation, warranty, covenant or
undertaking with respect to such matters other than those contained in the
Placement Note or the Placement Agency Agreement, dated March 16, 1999, by and
between the Company and the Placement Agent (the "Placement Agency Agreement")
which remain in full force and effect as if made on the date hereof. No
provision of this Agreement may be waived or amended other than by an instrument
in writing signed by the party to be charged with enforcement.



<PAGE>

     All notices and other communications hereunder shall be in writing and
shall be delivered as provided for in the Placement Agency Agreement, as
follows:

                  If to the Placement Agent to:

                           Sovereign Capital Advisors, LLC
                           3340 Peachtree Road, N.E.
                           Suite 2320
                           Atlanta, Georgia 30326
                           Attention: Don Odom
                           Tel: (404) 814-3737
                           Fax: (404) 812-3738

                  With a copy to:

                           Balboni Law Group, LLC
                           3475 Lenox Road
                           Suite 990
                           Atlanta, Georgia 30326
                           Attention: Geraldo M. Balboni II, Esq.
                           Tel: (404) 812-3100
                           Fax: (404) 812-3101

                  If to the Company to:

                           Compositech Ltd.
                           710 Koehler Avenue
                           Ronkonkoma, New York 11779
                           Attention: Samuel S. Gross
                           Facsimile Number: (631) 585-7713

                  With a copy to:

                           Patterson, Belknap, Webb & Tyler LLP
                           1133 Avenue of the Americas
                           New York, New York 10036
                           Attention: Edward F. Cox
                           Facsimile Number (212) 336-2222

     This Agreement shall be governed by the laws of the State of New York
without regard to the conflicts of law doctrine of such state.

     This Agreement may be executed in counterparts, each of which shall
constitute an integral original part of one and the same original instrument.



<PAGE>

     If the foregoing correctly sets forth the understanding among us, please
indicate your agreement and acceptance by signing below.


                            Sincerely,
                            COMPOSITECH LTD.


                            By:
                               -------------------------------------------------
                               Samuel Gross
                               Executive Vice President, Treasurer and Secretary


Acknowledged, agreed and accepted by the undersigned:

SOVEREIGN CAPITAL ADVISORS, LLC


By:___________________________
      Authorized Signatory