EXHIBIT 10.65


                                                                            Date

                                 PROMISSORY NOTE

For Value Received, Compositech Ltd., a Delaware corporation ("Maker"), promises
to pay to __________________________ ("Payee"), the principal sum of
$______________________ (____________________________________) ("Principal Sum")
on or before the thirtieth day from the date hereof. In the event there is a
closing on the currently contemplated offering of convertible preferred stock,
proceeds from that offering will be used to retire this note. Interest shall
accrue on the Principal Sum, or the unpaid balance thereof, at the rate of
twelve (12%) percent per annum, payable at maturity.

     In consideration of the loan, the Payee shall receive warrants to purchase
_____________ shares of Common Stock of the Maker at $________________ per
share, calculated as 100% of the closing bid price on the day prior to the date
hereof, exercisable within two years from the date hereof. In the event this
loan remains outstanding for more than 10 days and less than 21 days , an
additional warrants (total of warrants) under the same terms will be due. In the
event this loan remains outstanding for more than 20 days and less than 30, an
additional ________________ warrants (total of __________ warrants) under the
same terms will be due. The Company will include the Stock underlying the
warrants or any to be issued in conjunction with the default provisions below in
a registration filing with the Securities and Exchange Commission within 60 days
of the date above.

     Maker shall have the right, at any time, and from time to time, to prepay
this Note, in whole or in part, without premium or penalty. In the event that
Payee shall place this Note in the hands of an Attorney or otherwise commence
any legal action to recover any sum due hereunder, Maker shall also pay all
costs, including attorney's fees and court costs, incurred by Payee.

     The borrower shall be deemed to be in default of the loan if the complete
amount, plus accrued interest, is not repaid within 10 days after maturity. In
the event of a default, instead of any other remedy that Payee may have, at the
option of the lender he may convert all of the loan to stock at the lesser of a
50% discount to the closing bid price on the date written above, or, a 50%
discount to the closing bid price at the date of default (10 days after
maturity).

     In the event of a default, and in addition to any other remedy that Payee
may have, Maker irrevocable authorizes any Prothonotary, Clerk of Court or any
Attorney of any Court of record to appear for Maker in such Court in term, time
or vacation, and confess judgment against Maker, without process, in favor of
Payee or any Holder of this Note for such amount as may appear to be unpaid
hereof, together with a reasonable attorney's fee of up to five (5%) percent of
the amount due and owing on the defaulted Note, and


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consents to immediate execution upon such judgment and hereby waives and
releases the benefit of all appraisement and inquisition of real estate, hereby
voluntarily condemning said real estate and authorizing the entry of such
condemnation upon any writ issued, stay of execution and all rights under the
exemption laws of any State now in force, or hereafter to be passed.

     This Note shall be binding upon Maker and shall be governed by and
construed in accordance with the laws of the State of New York. This Note may
not be varied, amended of modified, except in writing, signed by Maker and Payee
or the Holder thereof.

     In Witness Whereof, Maker, intending to be legally bound hereby, has caused
this Note to be duly executed the day and year first above written.









MAKER                                    COMPOSITECH LTD.


By____________________________           By ___________________________

 Name:                                      Samuel S. Gross,
 Title:                                     Executive Vice President, Secretary,
                                                 and Treasurer



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