Exhibit 10.82

                                COMPOSITECH LTD.
                               710 Koehler Avenue
                           Ronkonkoma, New York 11779


                                                                   July 21, 2000

SovCap Equity Partners, Ltd.
Sovereign Capital Advisors, LLC
3340 Peachtree Road, NE, Suite 1965
Atlanta, Georgia 30326
Facsimile:
Attention: Mr. Paul D. Hamm

Arab Commerce Bank, Ltd.
P.O. Box 309, Grand Cayman
Cayman Islands
Facsimile: 0171-437-2413
Attention: A. De Nazareth

Correllus International Ltd.
Calle Azucera 37
Torreblanca Del Sol
296 40 Fuengirola, Spain
Facsimile: (34) 95-2477043
Attention: Jan Lander

Bronia GmbH
Baarerstrasse 73, Postfach 2515
6302 Zug, Switzerland
Facsimile:
Attention: Bernard Muller

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 Series 1 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"),
certain Letter  Agreement,  dated November 22, 1999, and executed by the Company
and the Purchasers (the "November Letter


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Agreement"), that certain Letter Agreement dated April 21, 2000, and executed by
the Company and the Purchasers (the "April Letter Agreement"),  and that certain
Letter  Agreement  dated July 7, 2000,  and  executed  by the Company and SovCap
Equity  Partners,  Ltd. as  Representative  for the Purchasers (the "July Letter
Agreement",  together with the Note Purchase Agreement, the First Amendment, the
Second Amendment, the November Letter Agreement, and the April Letter Agreement,
the "Purchase Agreement").  Defined terms, used but not defined herein, have the
meanings ascribed thereto in the Purchase Agreement or the Restated Bridge Notes
(as defined below).

     The parties hereto agree that the following Restated Bridge Notes, dated as
of October 4, 1999, as amended by the First  Amendment to each of these Restated
Bridge Notes,  dated March 31, 2000, in the following  denominations  and in the
name of the following  Purchasers  (collectively,  the "Restated Bridge Notes"),
are hereby  amended by striking the date "July 21, 2000" in the seventh line and
inserting  into the seventh line in place of such date  "September  25, 2000" so
that the defined term "Maturity Date" is redefined and definitively  established
as September 25, 2000:

     SovCap Equity Partners, Ltd.                $189,025.00
     Correllus International Ltd.                $290,808.00
     Arab Commerce Bank Ltd.                     $145,404.00
     Bronia GmbH                                 $334,500.00
     SovCap Equity Partners, Ltd.                $267,600.00.

     The  provisions of the Restated  Bridge Notes 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.

     Notwithstanding  the extension of the Maturity Date provided  herein,  from
and after the date  hereof,  each Holder shall be  entitled,  at its option,  to
elect to convert all or any  portion of the  Mandatory  Redemption  Price of its
Restated Bridge Note into Conversion Shares in accordance with the Provisions of
the Restated Bridge Notes: provided, that is such conversion occurs prior to the
Maturity Date,  interest at the Note Rate will be payable  through and including
the date of  conversion.  The Company shall  cooperate with the Holders and take
all reasonable  actions  necessary for such  conversion to company with Rule 144
promulgated  under  the  Securities  Act of  1933,  as  amended  and  any  other
applicable federal or state securities laws.

     This  Agreement  supersedes  all other  prior  oral or  written  agreements
between the Purchasers,  the Company 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  Purchasers  make any  representation,  warranty,  covenant  or
undertaking  with  respect to such  matters  other than those  contained  in the
Restated Bridge Notes or the Purchase Agreement,  which remain in full force and
effect as if made on the date hereof. No provision of


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this  Agreement  may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement .

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

     If to a Purchaser to the address as set forth below such  Purchaser's  name
above;

     If to the Company to:

               Compositech Ltd.
               710 Koehler Avenue
               Ronkonkoma, New York 11779
               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.

     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

Acknowledged, agreed and accepted by the undersigned:


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SOVCAP EQUITY PARTNERS LTD.


By:____________________________
     Authorized Signatory


ARAB COMMERCE BANK, LTD.


By:____________________________
     Authorized Signatory


CORRELLUS INTERNATIONAL LTD.


By:____________________________
     Authorized Signatory


BRONIA GMBH

By:____________________________
     Authorized Signatory

SOVEREIGN CAPITAL ADVISORS, LLC


By:____________________________
     Authorized Signatory