EXHIBIT 10.59


     NEITHER  THIS  WARRANT NOR THE SHARES OF COMMON  STOCK  ISSUABLE  UPON
     EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED,  OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE
     SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER
     SUCH  SECURITIES ACT AND SUCH APPLICABLE  STATE  SECURITIES LAWS SHALL
     HAVE BECOME  EFFECTIVE WITH REGARD THERETO,  OR (II) THE COMPANY SHALL
     HAVE RECEIVED A WRITTEN  OPINION OF COUNSEL  ACCEPTABLE TO THE COMPANY
     TO THE EFFECT THAT  REGISTRATION  UNDER SUCH  SECURITIES  ACT AND SUCH
     APPLICABLE  STATE  SECURITIES  LAWS IS NOT REQUIRED IN CONNECTION WITH
     SUCH PROPOSED TRANSFER.

                                COMPOSITECH LTD.
                          COMMON STOCK PURCHASE WARRANT

Warrant No. 8                                                     148,800 shares

                      Original Issue Date: October 4, 1999

     THIS CERTIFIES THAT, FOR VALUE RECEIVED, SOVCAP EQUITY PARTNERS, LTD or its
assigns (the "Holder") is entitled to purchase, on the terms and conditions
hereinafter set forth, at any time or from time to time from the date hereof
until 5:00 p.m., Eastern Time, on the fifth (5th) anniversary of the Original
Issue Date set forth above, or if such date is not a day on which the Company is
open for business, then the next succeeding day on which the Company is open for
business (such date is the "Expiration Date"), but not thereafter, up to ONE
HUNDRED FORTY-EIGHT THOUSAND EIGHT HUNDRED (148,800) shares of the Common Stock,
par value $.01 (the "Common Stock"), of COMPOSITECH LTD., a Delaware corporation
(the "Company"), at a price of $1.20 per share (the "Exercise Price"), such
number of shares and Exercise Price being subject to adjustment upon the
occurrence of the contingencies set forth in this Warrant. Each share of Common
Stock as to which this Warrant is exercisable is a "Warrant Share" and all such
shares are collectively referred to as the "Warrant Shares."

     Section 1. Exercise of Warrant; Conversion of Warrant.

          (a) This Warrant may, at the option of the Holder, be exercised in
     whole or in part from time to time by delivery to the Company at its office
     at 120 Ricefield Lane, Hauppauge, New York 11788, Attention: President, or
     to any transfer agent for the Common Stock, on or before 5:00 p.m., Eastern
     Time, on the Expiration Date, (i) a written notice of such registered
     Holder's election to exercise this Warrant (the "Exercise Notice"), which
     notice may be in the form of the Notice of Exercise attached hereto,
     properly executed and completed by the registered Holder or an authorized
     officer thereof, (ii) a check payable to the order of the Company, in an
     amount equal to the product of the Exercise Price multiplied by the number
     of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant
     (the items specified in (i), (ii), and (iii) are collectively the "Exercise
     Materials").

          (b) Upon timely receipt of the Exercise Materials, the Company shall,
     as promptly as practicable, and in any event within five (5) business days
     after its receipt of the Exercise Materials, execute or cause to be
     executed and delivered to Holder a certificate or certificates representing
     the number of Warrant Shares specified in the Exercise Notice, together
     with cash in lieu of any fraction of a share, and, (x) if the Warrant is
     exercised in full, a copy of this Warrant marked "Exercised," or (y) if the
     Warrant is partially exercised, a copy of this Warrant marked "Partially
     Exercised" together with a new Warrant on the same terms for the
     unexercised balance of the Warrant Shares, or (z) if the Warrant is
     converted, a copy of this Warrant marked "Converted." The stock certificate
     or certificates shall be registered in the name of the registered


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     Holder of this Warrant or such other name or names as shall be designated
     in the Exercise Notice or Conversion Notice. The date on which the Warrant
     shall be deemed to have been exercised or converted (the "Effective Date"),
     and the date the person in whose name any certificate evidencing the Common
     Stock issued upon the exercise or conversion hereof is issued shall be
     deemed to have become the holder of record of such shares, shall be the
     date the Corporation receives the Exercise Materials, irrespective of the
     date of delivery of a certificate or certificates evidencing the Common
     Stock issued upon the exercise or conversion hereof, except that, if the
     date on which the Exercise Materials are received by the Company is a date
     on which the stock transfer books of the Company are closed, the Effective
     Date shall be the date the Company receives the Exercise Materials, and the
     date such person shall be deemed to have become the holder of the Common
     Stock issued upon the exercise or conversion hereof shall be the next
     succeeding date on which the stock transfer books are open. All shares of
     Common Stock issued upon the exercise or conversion of this Warrant will,
     upon issuance, be fully paid and nonassessable and free from all taxes,
     liens, and charges with respect thereto.

          (c) If the Company shall fail to issue to Holder within five (5)
     business days following the Effective Date a certificate for the number of
     shares of Common Stock to which such holder is entitled upon such holder's
     exercise or conversion of this Warrant, in addition to all other available
     remedies which such holder may pursue hereunder and the Series 1 Bridge
     Note Purchase and Security Agreement between the Company and the initial
     holder of the Warrant, as amended (the "Securities Purchase Agreement")
     including indemnification pursuant to Section 7.18 thereof (all of which
     shall be cumulative), the Company shall pay additional damages to such
     holder on each day after the Effective Date, an amount equal to 1.0% of the
     product of (A) the number of Warrant Shares not issued to Holder and to
     which Holder is entitled multiplied by (B) the Closing Bid Price of the
     Common Stock on the Effective Date. Such damages shall be computed daily
     and are due and payable daily. Additionally, notwithstanding anything in
     this Section 1 to the contrary, Holder may withdraw an Exercise Notice at
     any time prior to Holder's receipt of certificates evidencing the Warrant
     Shares if Holder has otherwise complied with the requirements of this
     Section 1.

     Section 2. Adjustments to Warrant Shares. The number of Warrant Shares
issuable upon the exercise hereof shall be subject to adjustment as follows:

          (a) In the event the Company is a party to a consolidation, share
     exchange, or merger, or the sale of all or substantially all of the assets
     of the Company to, any person, or in the case of any consolidation or
     merger of another corporation into the Company in which the Company is the
     surviving corporation, and in which there is a reclassification or change
     of the shares of Common Stock of the Company, this Warrant shall after such
     consolidation, share exchange, merger, or sale be exercisable for the kind
     and number of securities or amount and kind of property of the Company or
     the corporation or other entity resulting from such share exchange, merger,
     or consolidation, or to which such sale shall be made, as the case may be
     (the "Successor Company"), to which a holder of the number of shares of
     Common Stock deliverable upon the exercise (immediately prior to the time
     of such consolidation, share exchange, merger, or sale) of this Warrant
     would have been entitled upon such consolidation, share exchange, merger,
     or sale; and in any such case appropriate adjustments shall be made in the
     application of the provisions set forth herein with respect to the rights
     and interests of the registered Holder of this Warrant, such that the
     provisions set forth herein shall thereafter correspondingly be made
     applicable, as nearly as may reasonably be, in relation to the number and
     kind of securities or the type and amount of property thereafter
     deliverable upon the exercise of this Warrant. The above provisions shall
     similarly apply to successive consolidations, share exchanges, mergers, and
     sales. Any adjustment


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<PAGE>

     required by this Section 2 (a) because of a consolidation, share exchange,
     merger, or sale shall be set forth in an undertaking delivered to the
     registered Holder of this Warrant and executed by the Successor Company
     which provides that the Holder of this Warrant shall have the right to
     exercise this Warrant for the kind and number of securities or amount and
     kind of property of the Successor Company or to which the holder of a
     number of shares of Common Stock deliverable upon exercise (immediately
     prior to the time of such consolidation, share exchange, merger, or sale)
     of this Warrant would have been entitled upon such consolidation, share
     exchange, merger, or sale. Such undertaking shall also provide for future
     adjustments to the number of Warrant Shares and the Exercise Price in
     accordance with the provisions set forth in Section 2 hereof.

          (b) In the event the Company should at any time, or from time to time
     after the Original Issue Date, fix a record date for the effectuation of a
     stock split or subdivision of the outstanding shares of Common Stock or the
     determination of holders of Common Stock entitled to receive a dividend or
     other distribution payable in additional shares of Common Stock, or
     securities or rights convertible into, or entitling the holder thereof to
     receive directly or indirectly, additional shares of Common Stock
     (hereinafter referred to as "Common Stock Equivalents") without payment of
     any consideration by such holder for the additional shares of Common Stock
     or the Common Stock Equivalents (including the additional shares of Common
     Stock issuable upon exercise or exercise thereof), then, as of such record
     date (or the date of such dividend, distribution, split, or subdivision if
     no record date is fixed), the number of Warrant Shares issuable upon the
     exercise hereof shall be proportionately increased and the Exercise Price
     shall be appropriately decreased by the same proportion as the increase in
     the number of outstanding Common Stock Equivalents of the Company resulting
     from the dividend, distribution, split, or subdivision. Notwithstanding the
     preceding sentence, no adjustment shall be made to decrease the Exercise
     Price below $.01 per Share.

          (c) In the event the Company should at any time or from time to time
     after the Original Issue Date, fix a record date for the effectuation of a
     reverse stock split, or a transaction having a similar effect on the number
     of outstanding shares of Common Stock of the Company, then, as of such
     record date (or the date of such reverse stock split or similar transaction
     if no record date is fixed), the number of Warrant Shares issuable upon the
     exercise hereof shall be proportionately decreased and the Exercise Price
     shall be appropriately increased by the same proportion as the decrease of
     the number of outstanding Common Stock Equivalents resulting from the
     reverse stock split or similar transaction.

          (d) In the event the Company should at any time or from time to time
     after the Original Issue Date, fix a record date for a reclassification of
     its Common Stock, then, as of such record date (or the date of the
     reclassification if no record date is set), this Warrant shall thereafter
     be convertible into such number and kind of securities as would have been
     issuable as the result of such reclassification to a holder of a number of
     shares of Common Stock equal to the number of Warrant Shares issuable upon
     exercise of this Warrant immediately prior to such reclassification, and
     the Exercise Price shall be unchanged.

          (e) The Company will not, by amendment of its Certificate of
     Incorporation or through reorganization, consolidation, merger,
     dissolution, issue, or sale of securities, sale of assets or any other
     voluntary action, void or seek to avoid the observance or performance of
     any of the terms of the Warrant, but will at all times in good faith assist
     in the carrying out of all such terms and in the taking of all such actions
     as may be necessary or appropriate in order to protect the rights of the
     Holder against dilution or other impairment. Without limiting the
     generality of the



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     foregoing, the Company (x) will not create a par value of any share of
     stock receivable upon the exercise of the Warrant above the amount payable
     therefor upon such exercise, and (y) will take all such action as may be
     necessary or appropriate in order that the Company may validly and legally
     issue fully paid and non-assessable shares upon the exercise of the
     Warrant.

          (f) When any adjustment is required to be made in the number or kind
     of shares purchasable upon exercise of the Warrant, or in the Exercise
     Price, the Company shall promptly notify the Holder of such event and of
     the number of shares of Common Stock or other securities or property
     thereafter purchasable upon exercise of the Warrants and of the Exercise
     Price, together with the computation resulting in such adjustment.

          (g) The Company covenants and agrees that all Warrant Shares which may
     be issued will, upon issuance, be validly issued, fully paid, and
     non-assessable. The Company further covenants and agrees that the Company
     will at all times have authorized and reserved, free from preemptive
     rights, a sufficient number of shares of its Common Stock to provide for
     the exercise of the Warrant in full.

     Section 3. No Stockholder Rights. This Warrant shall not entitle the Holder
hereof to any voting rights or other rights as a stockholder of the Company.

     Section 4. Transfer of Securities.

          (a) This Warrant and the Warrant Shares and any shares of capital
     stock received in respect thereof, whether by reason of a stock split or
     share reclassification thereof, a stock dividend thereon, or otherwise,
     shall not be transferable except upon compliance with the provisions of the
     Securities Act of 1933, as amended (the "Securities Act") and applicable
     state securities laws with respect to the transfer of such securities. The
     Holder of this Warrant, by acceptance of this Warrant, agrees to be bound
     by the provisions of Section 4 hereof and to indemnify and hold harmless
     the Company against any loss or liability arising from the disposition of
     this Warrant or the Warrant Shares issuable upon exercise hereof or any
     interest in either thereof in violation of the provisions of this Warrant.

          (b) Each certificate for the Warrant Shares and any shares of capital
     stock received in respect thereof, whether by reason of a stock split or
     share reclassification thereof, a stock dividend thereon or otherwise, and
     each certificate for any such securities issued to subsequent transferees
     of any such certificate shall (unless otherwise permitted by the provisions
     hereof) be stamped or otherwise imprinted with a legend in substantially
     the following form:

     Legend for Warrant Shares or other shares of capital stock:

     NEITHER  THIS  WARRANT NOR THE SHARES OF COMMON  STOCK  ISSUABLE  UPON
     EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED,  OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE
     SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER
     SUCH  SECURITIES ACT AND SUCH APPLICABLE  STATE  SECURITIES LAWS SHALL
     HAVE BECOME  EFFECTIVE WITH REGARD THERETO,  OR (II) THE COMPANY SHALL
     HAVE RECEIVED A WRITTEN  OPINION OF COUNSEL  ACCEPTABLE TO THE COMPANY
     TO THE EFFECT THAT  REGISTRATION  UNDER SUCH  SECURITIES  ACT AND SUCH
     APPLICABLE  STATE  SECURITIES  LAWS IS NOT REQUIRED IN CONNECTION WITH
     SUCH PROPOSED TRANSFER.

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     Section 5. Miscellaneous.

          (a) The terms of this Warrant shall be binding upon and shall inure to
     the benefit of any successors or assigns of the Company and of the holder
     or holders hereof and of the Common Stock issued or issuable upon the
     exercise hereof.

          (b) Except as otherwise provided herein, this Warrant and all rights
     hereunder are transferable by the registered holder hereof in person or by
     duly authorized attorney on the books of the Company upon surrender of this
     Warrant, properly endorsed, to the Company. The Company may deem and treat
     the registered holder of this Warrant at any time as the absolute owner
     hereof for all purposes and shall not be affected by any notice to the
     contrary.

          (c) Notwithstanding any provision herein to the contrary, Holder
     hereof may not exercise, sell, transfer, or otherwise assign this Warrant
     unless the Company is provided with an opinion of counsel satisfactory in
     form and substance to the Company, to the effect that such exercise, sale,
     transfer, or assignment would not violate the Securities Act or applicable
     state securities laws.

          (d) This Warrant may be divided into separate Warrants covering one
     share of Common Stock or any whole multiple thereof, for the total number
     of shares of Common Stock then subject to this Warrant at any time, or from
     time to time, upon the request of the registered holder of this Warrant and
     the surrender of the same to the Company for such purpose. Such subdivided
     Warrants shall be issued promptly by the Company following any such request
     and shall be of the same form and tenor as this Warrant, except for any
     requested change in the name of the registered holder stated herein.

          (e) All notices, requests, demands, and other communications required
     or permitted under this Warrant and the transactions contemplated herein
     shall be in writing and shall be deemed to have been duly given, made, and
     received when personally delivered the day after deposited with a
     recognized national overnight delivery service prior to its dead-line for
     receiving packages for next day delivery or upon the fifth day after
     deposited in the United States registered or certified mail with postage
     prepaid, return receipt requested, in each case addressed as set forth
     below:

          If to the Company:

                          Compositech Ltd.
                          120 Ricefield Lane
                          Hauppauge, New York 11788
                          Attn: Samuel S. Gross
                          Facsimile: (516) 436-5203

          If to the Holder hereof, to the address of such Holder appearing on
     the books of the Company.

          (f) This Agreement shall be governed by and construed in accordance
     with the laws of the State of New York, irrespective of the choice of law
     provisions thereof. The parties agree that any appropriate state court
     located in New Castle County, Delaware, or any federal Court located in
     Wilmington, Delaware, including without limitation to the United States
     District Court of



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     Delaware, shall have exclusive jurisdiction of any case or controversy
     arising under or in connection with this Agreement and shall be a proper
     forum in which to adjudicate such case or controversy. The parties consent
     to the jurisdiction of such courts.

                       [Signatures on the following page]


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                                 SIGNATURE PAGE
                                       TO
                                     COMPANY
                          COMMON STOCK PURCHASE WARRANT


     IN WITNESS WHEREOF, the Company, has caused this Warrant to be executed in
its name by its duly authorized officers under its corporate seal, and to be
dated as of the date first above written.

                                   COMPOSITECH LTD.


                                   By:_______________________________________
                                      Samuel S. Gross, Chief Financial Officer
ATTEST:

                                                [Corporate Seal]
_______________________________________
Assistant Secretary



                                      -7-
<PAGE>


                                   ASSIGNMENT

     (To be  Executed  by the  Registered  Holder  to effect a  Transfer  of the
foregoing Warrant)

     FOR VALUE RECEIVED, the undersigned hereby sells, and assigns and transfers
unto __________________________________________________________ the foregoing
Warrant and the rights represented thereto to purchase shares of Common Stock of
Compositech Ltd. in accordance with terms and conditions thereof, and does
hereby irrevocably constitute and appoint ________________ Attorney to transfer
the said Warrant on the books of the Company, with full power of substitution.

     Holder:

     ________________________

     ________________________


     Address

     Dated: __________________, 19__


     In the presence of:

     ________________________


<PAGE>


                    FORM OF NOTICE OF EXERCISE OR CONVERSION


     [To be signed only upon exercise of Warrant]

To:  COMPOSITECH LTD.

     The undersigned registered Holder of the attached Warrant hereby
irrevocably elects to exercise the Warrant for, and to purchase thereunder,
_____ shares of Common Stock of Compositech Ltd., issuable upon exercise of said
Warrant and hereby surrenders said Warrant.

 |_|      The Holder herewith delivers to Compositech Ltd., a check in the
          amount of $______ representing the Exercise Price for such shares.

     The undersigned herewith requests that the certificates for such shares be
issued in the name of, and delivered to the undersigned, whose address is
________________________________.

     Dated: ___________________

                                       Holder:


                                       ________________________________


                                       ________________________________


                                       By:
                                           ________________________________

                                           ________________________________


                                     NOTICE

     The signature above must correspond to the name as written upon the face of
the within Warrant in every particular, without alteration or enlargement or any
change whatsoever.