EXHIBIT 10.66


 THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE PURSUANT
      HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
          STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY
   SATISFACTORY IN FORM AND SCOPE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
                   REQUIRED UNDER THE SECURITIES ACT OF 1933.



                                COMPOSITECH LTD.
                          COMMON STOCK PURCHASE WARRANT
                       VOID AFTER_________________________

     1 Number and Price of Shares Subject to Warrant. Subject to the terms and
conditions herein set forth, , his designees, successors and assigns (together,
the "Warrantholder") are entitled to purchase from Compositech Ltd., a Delaware
corporation (the "Company"), at any time or from time to time after the date
hereof and on or before ______________, in whole or in part, (___________) fully
paid and non-assessable shares of common stock, par value $.01 per share (the
"Common Stock" and such number of shares as adjusted as described below, the
"Shares"), upon surrender hereof to the Company and upon payment of the Purchase
Price as hereinafter defined. The purchase price per Share shall be $ _________
(as may be adjusted as described below, the "Purchase Price").

     2 Adjustments; Anti-Dilution Provisions.

     2.1. In the event of a change in the capital stock of the Company, such as
a stock dividend, stock split or combination or similar recapitalization, the
Warrantholder upon exercise hereof shall be entitled to receive, in lieu of the
number of shares of Common Stock which he would have been entitled to receive
upon exercise at that date had there been no such change, such number of shares
of Common Stock as such holder would have received pursuant to such change if
the exercise of this Warrant had been effected prior to such change and the
Purchase Price shall be adjusted proportionately.

     2.2. In the case of (i) any consolidation or merger of the Company, (ii)
any sale or transfer of all or substantially all the assets of the Company, or
(iii) any share exchange whereby the Common Stock is converted into other
securities or property, the Warrantholder shall have the right to exercise this
Warrant and receive upon such exercise the kind and amount of shares of stock or
other securities or property receivable upon the consolidation, merger, sale,
transfer or share exchange by a holder of the number of shares of Common Stock
for which this Warrant might have been exercised immediately prior to the
consolidation, merger, sale, transfer or share exchange.

     2.3. The Company shall, within a reasonable time period after written
request at any time of the Warrantholder, furnish or cause to be furnished to
such holder a certificate setting forth adjustments and readjustments regarding
(i) the number of Shares, (ii) the amount, if any, of other property at the time
receivable upon the exercise of this Warrant, or (iii) the Purchase Price.

     3 Registration Rights. Common shares issuable upon the exercise of this
warrant have the same registration rights as those set forth in the Agreement
between the Holder and the Company, pursuant to which this warrant was issued.



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     4 No Fractional Shares. No fractional Shares or scrip representing
fractional Shares shall be issued upon the exercise of this Warrant. All Shares
(including fractions thereof) issuable upon exercise of this Warrant or any part
hereof by the holder hereof shall be aggregated for purposes of determining
whether the conversion would result in the issuance of any fractional Share. If
any such conversion results in a fraction, an amount equal to such fraction
multiplied by the then current market price (as determined in good faith by the
board of directors of the Company) of one Share shall be paid to such holder in
cash by the Company.

     5 No Shareholder Rights. This Warrant shall not entitle its holder to any
of the rights of a shareholder of the Company.

     6 Reservation of Shares. The Company covenants that during the period this
Warrant is exercisable, the Company will reserve from its authorized and
unissued shares of Common Stock a sufficient number of shares to provide for the
issuance of the Shares upon the exercise of this Warrant and, from time to time,
will take all steps necessary to provide therefore, including any required
amendment to, its Restated Certificate of Incorporation.

     7 Exercise of Warrant.

     7.1. In order to exercise this Warrant, in whole or in part, the
Warrantholder shall deliver to the Company (i) a duly executed copy of the
attached Warrant Exercise Notice indicating the Warrantholder's election to
exercise this Warrant, specifying the number of Shares to be purchased and
designating the Purchase Price to be applied, (ii) cash or a check or checks
payable to the order of the Company in an amount equal to the product of the
Purchase Price so designated per Share and the number of Shares to be purchased
at such time pursuant to the Warrant, and (iii) this Warrant. Except as set
forth in section 7.2, upon receipt of such items, the Company shall, as promptly
as practicable, and in any event within 20 days thereafter, issue or cause to be
issued and delivered to such holder a certificate or, if requested by the
holder, multiple certificates representing the aggregate number of full Shares
issuable upon such exercise, together with cash in lieu of any fraction of a
Share, as provided in section 4 above. This Warrant shall be deemed to have been
exercised and such certificate or certificates shall be deemed to have been
issued, and such holder or any other person so designated to be named therein
shall be deemed to have become a holder of record of such Shares for all
purposes, as of the date that said notice, together with said cash or check or
checks and this Warrant, are received by the Company as aforesaid. If this
Warrant shall have been exercised in part, the Company shall, at the time of
delivery of said certificate or certificates, deliver to such holder a new
Warrant evidencing the rights of such holder to purchase the unpurchased Shares,
or such other securities as may become subject to the right to purchase by the
holder hereof under the terms hereof, called for by this Warrant, which new
Warrant shall in all other respects be identical to this Warrant.

     7.2. All Shares issuable upon the exercise of this Warrant shall be validly
issued, fully paid and nonassessable, and the Company shall pay all expenses in
connection with, and all taxes and other governmental charges that may be
imposed in respect of, the issue or delivery thereof other than any federal,
state or local income tax or other tax based upon gross or net income, owed by
the Warrantholder. The Company shall not be required, however, to pay any tax or
other charge imposed in connection with any transfer involved in the issue of
any certificate for Shares in any name other than that of the registered
Warrantholder, and in such case the Company shall not be required to issue or
deliver any stock certificate until such tax or other charge has been paid or it
has been established to the Company's satisfaction that no such tax or other
charge is due.


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     8 Optional Redemption. After the Company shall have given to the
Warrantholder sixty days' notice and opportunity to exercise, the Company may
redeem this Warrant for $0.01 per Share if at any time twelve months subsequent
to the date of this Warrant, the Common Stock has traded for at least the 20
consecutive trading days prior to the giving of notice at or above 200% of the
per share Warrant price.

     9 Replacement of Warrants. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of any Warrant and,
in the case of any such loss, theft or destruction of any Warrant, on delivery
of an indemnity agreement or security reasonably satisfactory in form and amount
to the Company or, in the case of any such mutilation, upon surrender and
cancellation of such Warrant, the Company, at the expense of the holder will
execute and deliver, in lieu thereof, a new warrant of like tenor.

     10 Transfer of Warrant. This Warrant and all rights hereunder are
transferable upon surrender of this Warrant; provided, however, that (i) such
transfer must be effected in accordance with applicable securities laws, (ii)
the Company is, prior to such transfer, furnished with written notice of the
name and address of such transferee and the portion of the amount of Shares to
which the transferee is entitled, and (iii) immediately following such transfer
the further disposition of such securities by the transferee or assignee is
restricted under the Act. Upon such surrender, the Company, at the expense of
the transferee or transferor hereof, as the transferee and transferor may decide
between themselves, will issue and deliver to and on the order of the
Warrantholder, a new warrant of like tenor in the name of the new Warrantholder,
on payment by the Warrantholder of any applicable transfer taxes, calling in the
aggregate for the number of Shares called for by the Warrant surrendered.

     11 Remedies. The Company stipulates that the remedies at law of the
Warrantholder in the event of any default or threatened default by the Company
in the performance of or compliance with any of the terms of this Warrant are
not and will not be adequate, and that such terms may be specifically enforced
by a decree for the specific performance of any agreement contained herein or by
an injunction against a violation of any of the terms hereof or otherwise.

     12 Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be deemed to have been duly given if
delivered by hand, telecopied (with receipt confirmed), sent by overnight
courier service or mailed by certified or registered mail and shall be deemed to
be received on the date of receipt:

          (a)  If to the Company, to:

               Compositech Ltd.
               120 Ricefield Lane
               Hauppauge, New York 11788-2008
               Attention:  Mr. Samuel S. Gross

               with a copy to:

               Patterson, Belknap, Webb & Tyler LLP
               1133 Avenue of the Americas
               New York, New York 10036-6710
               Attention: Edward F. Cox, Esq.



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or to such other person or address as the Company shall furnish to the
Warrantholder in writing.

          (b)  If to the Warrantholder, to:

               __________________________________________

               __________________________________________

               __________________________________________

or to such other person or address as the Warrantholder shall furnish to the
Company in writing.

     13 Miscellaneous. This Warrant shall be governed by the laws of the State
of New York applicable to agreements made and to be performed entirely within
such state. The headings in this Warrant are for purposes of convenience and
reference only, and shall not be deemed to constitute a part hereof. Neither
this Warrant nor any term hereof may be changed, waived, discharged or
terminated orally but only by an instrument in writing signed by the Company and
the registered holder hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.

     ISSUED as of the __ th day of _____________, ________.



                                       COMPOSITECH LTD.



                                       By:___________________________
                                          Samuel S. Gross
                                          Executive Vice President, Secretary
                                           and Treasurer


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                                                         Warrant Exercise Notice
Compositech Ltd.
120 Ricefield Lane
Hauppauge, NY  11788
Attention: Samuel Gross

Re:  Exercise of Common Stock Purchase Warrant Void after __________________
(the "Warrant").                                    (expiration date of warrant)

Dear Sirs:

The undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant, to purchase __________________(number of shares) shares of Common
Stock at the Purchase Price of $_______ per share for a total purchase price of
$________________________.

1.   Enclosed is my original Warrant.

2.   I have made remittance of $______________ by:

     |_| Check enclosed made payable to Compositech Ltd.

     |_| Wire transfer to Compositech's account in accordance with the below
     wiring instructions.


3.   Please register the Common Stock certificate in the name of
     ______________________ and mail to the address listed below.

4.   If I am not exercising the Warrant in full, please mail a replacement
     Warrant to me for the unpurchased ________________ shares at the below
     listed address.                  (number of shares)


         ______________________________________________________
         Address

         ______________________________________________________
         Address

         _________________________________      __________     _____________
         City                                   State          Zip

         _________________________________
         Attention

         _________________________________________________________
         Tax ID Number(s) (very important - please provide both ID
                         numbers if issued jointly)

Sincerely,

________________________________________________
Signature and Date (signature must conform in
all respects to name of holder as specified
on the warrant)

________________________________________________
Printed Name

Daytime Phone Number  __________________________



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Wire Transfer Instructions

    Mellon Bank
    One Mellon Bank Plaza
    Pittsburgh, Pennsylvania

    ABA Routing Number:  043000261
    For credit to:       Merrill Lynch
    Account Number:      1011730

    For further credit:
    Compositech Ltd. - Account Number 84307B12

    International wire transfer: SWIFT MELNUS 3P
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