EXHIBIT 10.67


                                                               December __, 1999

                                 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. Interest shall accrue on the Principal Sum,
or the unpaid balance thereof, at the rate of four (4%) percent per annum,
payable at maturity.

     The Payee retains an option to convert the promissory note, excluding
accrued interest, into shares of common stock of the Company at a price which is
the lower of (i) 50% of the closing price of the Company's common stock on the
date the funds are received by the Company or (ii) 50% of the closing price of
the common stock on December 31, 1999. The Company will include the Stock
underlying the option in a registration filing with the Securities and Exchange
Commission within 60 days of the date above, in the event the Payee elects the
repayment in shares of common stock.

     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, 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 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.




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     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
PAYEE                                       COMPOSITECH LTD.


Name ____________________________           By ___________________________

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