EXHIBIT 10.55

                                COMPOSITECH LTD.

                         INVESTOR SUBSCRIPTION AGREEMENT
                           AND INVESTOR QUESTIONNAIRE

     THE SECURITIES OFFERED HEREBY IN THE FORM OF SHARES OF COMMON STOCK OF
     COMPOSITECH LTD. HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SHARES CANNOT BE SOLD,
     TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH
     THE RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THIS AGREEMENT AND
     APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND WILL NOT BE TRANSFERRED OF
     RECORD EXCEPT IN COMPLIANCE WITH THIS AGREEMENT AND SUCH LAWS.

                                  * * * * * * *

     PLEASE REVIEW THIS SUBSCRIPTION AGREEMENT CAREFULLY. PLEASE NOTE THAT IN
     ADDITION TO SIGNING AND COMPLETING PAGE 15 OF THIS SUBSCRIPTION AGREEMENT,
     YOU ARE REQUIRED TO INITIAL THE APPLICABLE PARAGRAPHS OF SECTION 4.

                                  * * * * * * *

Compositech Ltd.
120 Ricefield Lane
Hauppauge, NY 11788

Gentlemen:

     1. Subscription. Subject to the terms and conditions of this Subscription
Agreement, the undersigned hereby subscribes for and agrees to purchase
____________ shares of Common Stock, par value $.01 per share (the "Shares"), at
a price of $_________ per Share, of Compositech Ltd., a Delaware corporation
(the "Company") and warrants, exercisable until February 15, 2001, enabling the
holder to purchase __________shares of the Company's Common Stock at $ _______
per Share, a price agreed to between the undersigned and the Company, at or
about the market price on the date of the purchase. The undersigned herewith
delivers a certified or bank check or wires funds, in accordance with the wire
transfer instructions attached hereto as Exhibit A, in the amount of
$___________ which amount represents the aggregate purchase price of the Shares.

     Except to the extent provided by applicable state securities laws, the
undersigned agrees that this subscription shall be irrevocable and shall survive
the death or disability of the


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undersigned. The undersigned further understands that if and to the extent that
this subscription is not accepted, in whole or in part, any amount received by
the Company from the undersigned will be returned to the undersigned without
interest or deduction.

     2. Access to Information. The undersigned acknowledges that the Company has
made available to the undersigned, or the undersigned's personal advisors, the
opportunity to obtain additional information to evaluate the merits and risks of
the undersigned's investment in the Company.

     3. General Representations and Warranties. The undersigned hereby
represents and warrants to the Company and the other purchasers of Shares as
follows:

          (a) The Company has answered all inquiries that the undersigned has
     made of it concerning the Company, its business and financial condition or
     any other matter relating to the operation of the Company and the offer and
     sale of the Shares.

          (b) The undersigned has such knowledge and experience in financial and
     business matters in general, and financial and business matters of the type
     in which the Company will engage in particular, that the undersigned is
     capable of evaluating the merits and risks of an investment in the Company.

          (c) The undersigned is familiar with the nature of and risks attendant
     to an investment of this type, the undersigned is financially capable of
     bearing the economic risk of this investment and the undersigned can afford
     the loss of the total amount of the investment.

          (d) If the undersigned is a corporation, partnership, trust or other
     entity, it is duly organized and validly existing under the laws of the
     state and country of its incorporation or formation and the person
     executing this Subscription Agreement in a representative or fiduciary
     capacity has full power and authority to execute and deliver this
     Subscription Agreement in such capacity and on behalf of the subscribing
     corporation, partnership, trust or other entity. Such entity has full right
     and power to perform its obligations pursuant to this Subscription
     Agreement.

     4. ACCREDITED INVESTOR STATUS REPRESENTATIONS AND WARRANTIES. PLEASE
INITIAL THE APPLICABLE REPRESENTATION BELOW ((A) OR (B)) REGARDING THE NATURE OF
YOUR STATUS AS AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501(A)
OF REGULATION D ("REGULATION D") PROMULGATED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT").

          (a) INITIAL IF (i) AND (ii) BELOW ARE APPLICABLE ___________.

               (i) The undersigned is an individual who is such an "Accredited
          Investor" because: the undersigned is a director or executive officer
          of the Company; or the undersigned has a net worth, or joint net worth
          with the undersigned's spouse, in excess of $1,000,000 (which net
          worth includes the value


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          of homes, home furnishings and automobiles); or the undersigned had an
          individual income in excess of $200,000 in each of the two most recent
          years, or joint income with the undersigned's spouse in excess of
          $300,000 in each of those years, and has a reasonable expectation of
          reaching the same income level in the current year; and

               (ii) The undersigned represents that the undersigned: (A) does
          not have an overall commitment to investments which are not readily
          marketable that is disproportionate to the undersigned's net worth,
          and that the undersigned's investment in the Shares will not cause
          such overall commitment to become excessive; and (B) has adequate net
          worth and means of providing for the undersigned's current needs and
          personal contingencies to sustain a complete loss of the undersigned's
          investment in the Company at the time of investment and has no need
          for liquidity in the undersigned's investment in the Shares.

OR

          (b) INITIAL IF THE FOLLOWING IS APPLICABLE: ___________.

     The undersigned is a corporation, partnership, trust, plan or other
organization, entity or institution which is an "Accredited Investor," as
defined in Regulation D.

     5. Investment Representations. The undersigned hereby represents and
warrants to the Company and the other purchasers of Shares as follows:

          (a) The undersigned understands that the Shares have not been
     registered under the Securities Act or the securities laws of any state and
     that the undersigned is purchasing the Shares for investment only; the
     undersigned agrees and represents that the undersigned will not sell,
     assign, pledge or otherwise dispose of any Shares or any portion thereof
     unless, in the opinion of counsel for the Company, the same may be legally
     sold or disposed of without registration or qualification under the
     applicable state or federal statutes, or the Shares shall have been so
     registered or qualified and an appropriate registration statement shall
     then be in effect; the undersigned understands that the certificates
     representing the Shares will bear a legend containing the foregoing
     restriction; and the undersigned understands that the undersigned must bear
     the economic risk of the investment for an indefinite period of time.

          (b) The undersigned is fully aware that the Shares are being issued
     and sold to the undersigned in reliance upon the exemption provided for in
     Section 4(2) of the Securities Act and Rule 506 promulgated thereunder and
     similar exemptions provided under state securities laws on the grounds that
     no public offering is involved and that the representations, warranties and
     agreements set forth in this Subscription Agreement are essential to the
     claiming of such exemptions.


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     (c) The undersigned is purchasing the Shares with the undersigned's
personal funds and not with the funds of any other person, firm or entity; the
undersigned is acquiring the Shares for the undersigned's personal account for
investment only, and without any intention of selling or distributing all or any
part thereof; the undersigned has no reason to anticipate any change in personal
circumstances, financial or otherwise, which would cause the undersigned to
sell, distribute, or necessitate or require any sale or distribution of the
Shares; and no person other than the undersigned has any beneficial interest in
the Shares.

     (d) No representations, warranties or covenants have been made to the
undersigned by the Company or any officer, employee, agent, affiliate or
subsidiary of the Company, other than the representations, warranties and
covenants included in this Subscription Agreement.

     6. Representations, Warranties and Covenants of the Company. The Company
represents, warrants and covenants that:

          (a) The Company is duly organized, validly existing and in good
     standing as a corporation under the laws of the State of Delaware.

          (b) The Company is duly qualified to do business as a foreign
     corporation in good standing in each jurisdiction in which its activities
     or the ownership or leasing of property require such qualification or where
     the failure to so qualify would have a material adverse effect on the
     business, operations, condition (financial or otherwise) or results of
     operations of the Company.

          (c) The outstanding shares of capital stock of the Company are duly
     authorized, validly issued, fully paid and nonassessable; none of such
     shares has been issued in violation of the preemptive rights of any
     shareholder of the Company. The Shares, when issued in accordance with the
     terms thereof, will be duly authorized, validly issued, fully paid and
     nonassessable; and none of the Shares will be issued in violation of the
     preemptive rights of any shareholder of the Company.

          (d) This Subscription Agreement has been duly authorized, executed and
     delivered by the Company and constitutes a legal, valid and binding
     obligation of the Company enforceable in accordance with its terms.

          (e) The Company is not in violation of any term or provision of (i)
     any of its charter documents, including its certificate of incorporation or
     by-laws, (ii) any material term or provision of any indenture, mortgage,
     deed of trust, note agreement, or other agreement or instrument to which it
     is a party or by which it is or may be bound or to which any of its assets,
     property or business is or may be subject, (iii) any material term of any
     indebtedness or (iv) to the best of the Company's knowledge, any statute or
     any judgment, decree, order, rule or regulation of any court, regulatory
     body or administrative agency or other federal, state or other


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     governmental body, domestic or foreign, having jurisdiction over its
     assets, property or business, which violation or violations, either in any
     case or in the aggregate, might result in any material adverse change,
     financial or otherwise, in its assets, properties, condition, business,
     earnings or prospects, and the execution and delivery by the Company of
     this Subscription Agreement, the consummation by the Company of the
     transactions herein contemplated and compliance by the Company with the
     terms of this Subscription Agreement will not result in any such violation.

     7. Indemnification. The undersigned agrees to indemnify and hold harmless
the Company, its officers, directors, employees, stockholders and affiliates,
and any person acting on behalf of the Company, from and against any and all
damage, loss, liability, cost and expense (including attorney's fees) which any
of them may incur by reason of the failure by the undersigned to fulfill any of
the terms and conditions of the Subscription Agreement, or by reason of any
breach of the representations, warranties and covenants made by the undersigned
herein, or in any other document provided by the undersigned to the Company. All
representations, warranties and covenants contained in this Subscription
Agreement, and the indemnification contained in this Section 7, shall survive
the acceptance of this Subscription Agreement by the Company.

     8. Transferability; Binding Effect. The undersigned hereby agrees that this
Subscription Agreement may not be sold, assigned, pledged, transferred or
otherwise disposed of, except as otherwise provided for herein, in any manner,
by the purchaser, without the prior written consent of the Company. This
Subscription Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns and the undersigned's heirs, personal
representatives, successors and permitted assigns.

     9. Acceptance of Subscription. The Company shall have the right to accept
or reject this Subscription Agreement, in whole or in part, and this
Subscription Agreement shall be deemed to be accepted only when the acceptance
attached hereto is signed by the Company.

     10. No Waiver. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by the undersigned, the undersigned
does not thereby or in any other manner waive any of the rights granted to the
undersigned under federal or state securities laws.

     11. Registration Rights

          (a) As used in this Section 11, the following terms shall have the
     following meanings:

               (i) "Affiliate" shall mean, with respect to any person, any other
          person controlling, controlled by or under direct or indirect common
          control with such person (for the purposes of this definition
          "control," when used with respect to any specified person, shall mean
          the power to direct the


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          management and policies of such person, directly or indirectly,
          whether through ownership of voting securities, by contract or
          otherwise; and the terms "controlling" and "controlled" shall have
          meanings correlative to the foregoing).

               (ii) "Business Day" shall mean a day Monday through Friday on
          which banks are generally open for business in New York.

               (iii) "Holders" shall mean the undersigned and any person holding
          Registrable Securities to whom the rights under Section 11 have been
          transferred in accordance with Section 11(i).

               (iv) "Person" shall mean any person, individual, corporation,
          partnership, trust or other nongovernmental entity or any governmental
          agency, court, authority or other body (whether foreign, federal,
          state, local or otherwise).

               (v) The terms "register," "registered" and "registration" refer
          to the registration effected by preparing and filing a registration
          statement in compliance with the Securities Act, and the declaration
          or ordering of the effectiveness of such registration statement.

               (vi) "Registrable Securities" shall mean the Shares and any
          shares of common stock of the Company issued as a dividend or other
          distribution with respect to or in replacement of Shares; provided,
          however, that such securities shall only be treated as Registrable
          Securities if and only for so long as they (A) have not been disposed
          of pursuant to a registration statement declared effective by the SEC,
          (B) have not been sold in a transaction exempt from the registration
          requirements of the Securities Act so that all transfer restriction
          and restrictive legends with respect thereto are removed upon the
          consummation of such sale or (C) are held by a Holder or a permitted
          transferee pursuant to Section 11(i).

               (vii) "Registration Expenses" shall mean all expenses incurred by
          the Company in complying with Section 11(b) hereof, including, without
          limitation, all registration, qualification and filing fees, printing
          expenses, escrow fees, fees and expenses of counsel for the Company,
          blue sky fees and expense (for a reasonable number of states) and the
          expenses of any special audits incident to or required by any such
          registration (but excluding the fees of legal counsel for any Holder).

               (viii) "Registration Statement" shall have the meaning ascribed
          to such term in Section 11(b).



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               (ix) "Registration Period" shall have the meaning ascribed to
          such term in Section 11(c).

               (x) "SEC" shall mean the U.S. Securities and Exchange Commission.

               (xi) "Selling Expenses" shall mean all underwriting discounts and
          selling commissions applicable to the sale of Registrable Securities
          and all fees and expenses of legal counsel for any Holder.

          (b) No later than 60 days after the purchase of Shares pursuant to
     this Subscription Agreement (the "Filing Date"), the Company will file a
     registration statement (the "Registration Statement") with the SEC and use
     its reasonable best efforts to effect the registration, qualifications or
     compliances (including, without limitation, the execution of any required
     undertaking to file post-effective amendments, appropriate qualifications
     or exemptions under applicable blue sky or other state securities laws and
     appropriate compliance with applicable securities laws, requirements or
     regulations) as may be so reasonably requested and as would permit or
     facilitate the sale and distribution of all Registrable Securities.
     Notwithstanding the foregoing, the Company will not be obligated to enter
     into any underwriting agreement for the sale of any of the Shares.

          (c) All Registration Expenses incurred in connection with any
     registration, qualification, exemption or compliance pursuant to Section
     11(b) shall be borne by the Company. All Selling Expenses relating to the
     sale of securities registered by or behalf of Holders shall be borne by
     such Holders pro rata on the basis of the number of securities so
     registered.

          (d) In the case of the registration, qualification, exemption or
     compliance effected by the Company pursuant to this Subscription Agreement,
     the Company will, upon reasonable request, inform each Holder as to the
     status of such registration, qualification, exemption and compliance. At
     its expense the Company will:

               (i) use its reasonable best efforts to keep such registration,
          and any qualification, exemption or compliance under state securities
          laws which the Company determines to obtain, continuously effective
          until at least the second anniversary of the Closing Date or until the
          Holders have completed the distribution described in the registration
          statement relating thereto, whichever first occurs. The period of time
          during which the Company is required hereunder to keep the
          Registration Statement effective is referred to herein as "the
          Registration Period." Notwithstanding the foregoing at the Company's
          election, the Company may cease to keep such registration,
          qualification or compliance effective with respect to any Registrable
          Securities and the registration rights of a Holder shall expire, at
          such time as the Holder may sell under Rule 144 under the Securities
          Act (or other exemption from registration acceptable to the Company)
          in a


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          three-month period all Registrable Securities then held by such
          Holder;

               (ii) advise the Holders:

                    (A) when the Registration Statement or any amendment thereto
               has been filed with the SEC and when the Registration Statement
               or any post-effective amendment thereto has become effective;

                    (B) of any request by the SEC for amendments or supplements
               to the Registration Statement or the prospectus included therein
               or for additional information;

                    (C) of the issuance by the SEC of any stop order suspending
               the effectiveness of the Registration Statement or the initiation
               of any proceeding for such purpose;

                    (D) of the receipt by the Company of any notification with
               respect to the suspension of the qualification of the Shares
               included therein for sale in any jurisdiction or the initiation
               or threatening of any proceeding for such purpose; and

                    (E) of the happening of any event that requires the making
               of any changes in the Registration Statement or the prospectus so
               that, as of such date, the statements therein are not misleading
               and do not omit to state a material fact required to be stated
               therein or necessary to make the statements therein (in the case
               of the prospectus, in the light of the circumstances under which
               they were made) not misleading;

               (iii) make every reasonable effort to obtain the withdrawal of
          any order suspending the effectiveness of any Registration Statement
          at the earliest possible time;

               (iv) during the Registration Period deliver to each Holder,
          without charge, as many copies of the prospectus included in such
          Registration Statement and any amendment or supplement thereto as such
          Holder may reasonably request; and the Company consents to the use,
          consistent with the provisions hereof, of the prospectus or any
          amendment or supplement thereto by each of the selling Holders of
          Registrable Securities in connection with the offering and sale of the
          Registrable Securities covered by the prospectus or any amendment or
          supplement thereto;


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               (v) prior to any public offering of the Registrable Securities
          pursuant to any Registration Statement, register or qualify or obtain
          an exemption for offer and sale under the securities or blue sky laws
          of such jurisdictions as any such Holders reasonably request in
          writing, provided that the Company shall not for any such purpose be
          required to qualify generally to transact business as a foreign
          corporation in any jurisdiction where it is not so qualified or to
          consent to general service of process in any such jurisdiction, and do
          any and all other acts or things reasonably necessary or advisable to
          enable the offer and sale in such jurisdictions of the Registrable
          Securities covered by such Registration Statement;

               (vi) cooperate with the Holders to facilitate the timely
          preparation and delivery of certificates representing Registrable
          Securities to be sold pursuant to any Registration Statement free of
          any restrictive legends to the extent not required at such time and in
          such denomination and registered in such names as Holders may request
          at least three business days prior to sales of Registrable Securities
          pursuant to such Registration Statement; and

               (vii) upon the occurrence of any event contemplated by Section
          11(d)(ii)(E) above, the Company shall promptly prepare a
          post-effective amendment to the Registration Statement or a supplement
          to the related prospectus, or file any other required document so
          that, as thereafter delivered to purchasers of the Registrable
          Securities included therein not misleading, the prospectus will not
          include any untrue statement of a material fact or omit to state any
          material fact necessary to make the statements therein not misleading
          in the light of the circumstances under which they were made.

          (e) The Holders shall have no right to take any action to restrain,
     enjoin or otherwise delay any registration pursuant to Section 11(b) hereof
     as a result of any controversy that may arise with respect to the
     interpretation or implementation of this Subscription Agreement.

          (f)  (i) To the extent permitted by law, the Company will
          indemnify each Holder, each underwriter of the Registrable Securities
          and each person controlling such Holder within the meaning of Section
          15 of the Securities Act, with respect to which any registration,
          qualification or compliance has been effected pursuant to this
          Subscription Agreement, against losses, damages and liabilities (or
          action in respect thereof), including any of the incurred in
          settlement of any litigation, commenced or threatened (subject to
          Section 11(f)(iii) below), arising out of or based on any untrue
          statement (or alleged untrue statement) of a material fact contained
          in any Registration Statement, prospectus or offering circular, or any
          amendment or supplement thereof, incident to any such registration,
          qualification or compliance, or based on any omission (or alleged


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          omission) to state therein a material fact required to be stated
          therein or necessary to make the statements therein not misleading, in
          light of the circumstances in which they were made, and will reimburse
          each Holder, each underwriter of the Registrable Securities and each
          person controlling such Holder, for reasonable legal and any other
          expenses reasonably incurred in connection with investigating or
          defending any such claim, loss, damage, liability or action as
          incurred; provided that the Company will not be liable in any such
          case to the extent that any untrue statement or omission or allegation
          thereof is made in reliance upon and in conformity with written
          information furnished to the Company by or on behalf of such Holder
          and stated to be specifically for use in preparation of such
          registration statement, prospectus or offering circular; further
          provided that the indemnity contained in this Section 11(f)(i) shall
          not apply to amounts paid in settlement of any such claim, loss,
          damages, liability, action or proceeding if such settlement is
          effected without the consent of the Company (which consent shall not
          be unreasonably withheld), nor shall the Company be liable in any such
          case where the claim, loss, damage or liability arises out of or is
          related to the failure of the Holder to comply with the covenants and
          agreements contained in this Agreement with respect to the sales of
          Registrable Securities, and except that the foregoing indemnity
          agreement is subject to the conditions that insofar as it relates to
          (A) any such untrue statement or alleged untrue statement or omission
          or alleged omission made in the preliminary prospectus but eliminated
          or remedied in the amended prospectus filed with the SEC pursuant to
          Rule 424(b) or in the prospectus subject to completion and term sheet
          under Rule 434 of the Securities Act, which together meet the
          requirements of Section 10(a) of the Securities Act (the "Final
          Prospectus"), such indemnity agreement shall not inure to the benefit
          of any such Holder, any such underwriter or any such controlling
          person, if a copy of the Final Prospectus was not furnished to person
          or entity asserting the loss, liability, claim or damage at or prior
          to the time such furnishing is required by the Securities Act, and (B)
          any such untrue statement or alleged untrue statement or omission or
          alleged omission based upon information furnished to the Company by
          such Holder, such indemnity agreement shall not inure to the benefit
          of any such Holder, any such underwriter or any such controlling
          person;

               (ii) Each Holder will severally, if Registrable Securities held
          by such Holder are included in the securities as to which such
          registration, qualification or compliance is being effected, indemnify
          the Company, each of its directors and officers, each underwriter of
          the Shares and each person who controls the Company within the meaning
          of Section 15 of the Securities Act, against all claims, losses,
          damages and liabilities (or actions in respect thereof), including any
          of the foregoing incurred in settlement of any litigation, commenced
          or threatened (subject to Section 11(f)(iii) below), arising out of or
          based on any untrue statement (or alleged untrue statement) of a
          material fact contained in any registration statement, prospectus or
          offering circular, or any amendment or supplement thereof, incident to
          any such registration, qualification or compliance, or based on any
          omission (or alleged


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          omission) to state therein a material fact required to be stated
          therein or necessary to make the statements therein not misleading, in
          light of the circumstances in which they were made, and will reimburse
          the Company, such directors and officers, each underwriter of the
          Shares and each person controlling the Company for reasonable legal
          and any other expenses reasonably incurred in connection with
          investigating or defending any such claim, loss, damage, liability or
          action as incurred, in each case to the extent, but only to the
          extent, that such untrue statement or omission or allegation thereof
          is made in reliance upon and in conformity with written information
          furnished to the Company by or on behalf of the Holder and stated to
          be specifically for use in preparation of such registration statement,
          prospectus or offering circular; provided that the indemnity shall not
          apply to the extent that such claim, loss, damage or liability results
          from the fact that a current copy of the prospectus that was made
          available to the Holder was not sent or given to the person asserting
          any such claim, loss, damage or liability at or prior to the written
          confirmation of the sale of the Registrable Securities confirmed to
          such person if such current copy of the prospectus would have cured
          the defect giving rise to such loss, claim, damage or liability.
          Notwithstanding the foregoing, in no event shall a Holder be liable
          for any such claims, losses, damages or liabilities in excess of the
          proceeds received by such Holder in the offering, except in the event
          of fraud by such Holder;

               (iii) Each party entitled to indemnification under this Section
          11(f) (the "Indemnified Party") shall give notice to the party
          required to provide indemnification (the "Indemnifying Party")
          promptly after such Indemnified Party has actual knowledge of any
          claim as to which indemnity may be sought, and shall permit the
          Indemnifying Party to assume the defense of any such claim or any
          litigation resulting therefrom, provided that counsel for the
          Indemnifying Party, who shall conduct the defense of such claim or
          litigation, shall be approved by the Indemnified Party (whose approval
          shall not unreasonably be withheld), and the Indemnified Party may
          participate in such defense at such Indemnified Party's expense, and
          provided further that the failure of any Indemnified Party to give
          notice as provided herein shall not relieve the Indemnifying Party of
          its obligations under this Subscription Agreement, unless such failure
          is prejudicial to the Indemnifying Party in defending such claim or
          litigation. An Indemnifying Party shall not be liable for any
          settlement of an action or claim effected without its written consent
          (which consent will not be unreasonably withheld);

               (iv) If the indemnification provided for in this Section 11(f) is
          held by a court of competent jurisdiction to be unavailable to an
          Indemnified Party with respect to any loss, liability, claim, damage
          or expense


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          referred to therein, then the Indemnifying Party, in lieu of
          indemnifying such Indemnified Party thereunder, shall contribute to
          the amount paid or payable by such Indemnified Party as a result of
          such loss, liability, claim, damage or expense in such proportion as
          is appropriate to reflect the relative fault of the Indemnifying Party
          on the one hand and of the Indemnified Party on the other in
          connection with the statements or omissions which resulted in such
          loss, liability, claim, damage or expense as well as any other
          relevant equitable considerations. The relative fault of the
          Indemnifying Party and of the Indemnified Party shall be determined by
          reference to, among other things, whether the untrue or alleged untrue
          statement of a material fact or the omission to state a material fact
          relates to information supplied by the Indemnifying Party or by the
          Indemnified Party and the parties' relative intent, knowledge, access
          to information and opportunity to correct or prevent such statement or
          omission.

          (g)  (i) Each Holder agrees that, upon receipt of any notice from the
          Company of the happening of any event requiring the preparation of a
          supplement or amendment to a prospectus relating to Registrable
          Securities so that, as thereafter delivered to the Holders, such
          prospectus will not contain any untrue statement of a material fact or
          omit to state any material fact required to be stated therein or
          necessary to make the statements therein not misleading, each Holder
          will forthwith discontinue disposition of Registrable Securities
          pursuant to the Registration Statement contemplated by Section 11(b)
          until its receipt of copies of the supplemented or amended prospectus
          from the Company and, if so directed by the Company, each Holder shall
          deliver to the Company all copies, other than permanent file copies
          then in such Holder's possession, of the prospectus covering such
          Registrable Securities current at the time of receipt of such notice;

               (ii) Each Holder agrees to suspend, upon request of the Company,
          any disposition of Registrable Securities pursuant to the Registration
          Statement and prospectus contemplated by Section 11(b) during (A) any
          period not to exceed two 30-day periods within any one 12-month period
          the Company requires in connection with a primary underwritten
          offering of equity securities and (B) any period, not to exceed one
          30-day period per circumstance or development, when the Company
          determines in good faith that offers and sales pursuant thereto should
          not be made by reason of the presence of material undisclosed
          circumstances or developments with respect to which the disclosure
          that would be required in such a prospectus is premature, would have
          an adverse effect on the Company or is otherwise inadvisable;

               (iii) As a condition to the inclusion of its Registrable
          Securities, each Holder shall furnish to the Company such information
          regarding such Holder and the distribution proposed by such Holder as
          the Company may


                                       12
<PAGE>

          request in writing or as shall be required in connection with any
          registration, qualification or compliance referred to in this Section
          11;

               (iv) Each Holder hereby covenants with the Company (A) not to
          make any sale of the Registrable Securities without effectively
          causing the prospectus delivery requirements under the Securities Act
          to be satisfied, and (B) if such Registrable Securities are to be sold
          by any method or in any transaction other than on a national
          securities exchange, in the over-the-counter market, in privately
          negotiated transactions, or in a combination of such methods, to
          notify the Company at least five business days prior to the date on
          which the Holder first offers to sell any such Shares;

               (v) Each Holder acknowledges and agrees that the Registrable
          Securities sold pursuant to a Registration Statement are not
          transferable on the books of the Company unless the stock certificate
          submitted to the transfer agent evidencing such Registrable Securities
          is accompanied by a certificate reasonably satisfactory to the Company
          to the effect that (A) the Registrable Securities have been sold in
          accordance with such Registration Statement and (B) the requirement of
          delivering a current prospectus has been satisfied;

               (vi) Each Holder agrees not to take any action with respect to
          any distribution deemed to be made pursuant to such Registration
          Statement, that constitutes a violation of Regulation M under the
          Exchange Act or any other applicable rule, regulation or law;

               (vii) At the end of the period during which the Company is
          obligated to keep the Registration Statement current and effective as
          described above, the Holders of Registrable Securities included in the
          Registration Statement shall discontinue sales of shares pursuant to
          such Registration Statement upon receipt of notice from the Company of
          its intention to remove from registration the shares covered by such
          Registration Statement which remain unsold, and such Holders shall
          notify the Company of the number of shares registered which remain
          unsold immediately upon receipt of such notice from the Company.

          (h) With a view to making available to the Holders the benefits of
     certain rules and regulations of the SEC which at any time permit the sale
     of the Registrable Securities to the public without registration, the
     Company agrees to use its reasonable best efforts to:

               (i) make and keep public information available, as those terms
          are understood and defined in Rule 144 under the Securities Act, at
          all times;

               (ii) file with the SEC in a timely manner all reports and


                                       13
<PAGE>

          other documents required of the Company under the Exchange Act; and

               (iii) so long as a Holder owns any unregistered Registrable
          Securities, furnish to such Holder upon any reasonable request a
          written statement by the Company as to its compliance with Rule 144
          under the Securities Act, and of the Exchange Act, a copy of the most
          recent annual or quarterly report of the Company, and such other
          reports and documents of the Company as such Holder may reasonably
          request in availing itself of any rule or regulation of the SEC
          allowing a Holder to sell any such securities without registration.

          (i) The rights to cause the Company to register Registrable Securities
     granted to the Holders by the Company under Section 11(a) may be assigned
     in full by a Holder, provided that such transfer may otherwise be effected
     in accordance with applicable securities laws; (ii) such Holder gives prior
     written notice to the Company; and (iii) such transferee agrees to comply
     with the terms and provisions of this Subscription Agreement, and such
     transfer is otherwise in compliance with this Subscription Agreement.
     Except as specifically permitted by this Section 11(i), the rights of a
     Holder with respect to Registrable Securities as set out herein shall not
     be transferable to any other Person, and any attempted transfer shall cause
     all rights of such Holder therein to be forfeited.

          (j) With the written consent of the Company and the Holders holding at
     least a majority of the Registrable Securities that are then outstanding,
     any provision of this Section 11 may be waived (either generally or in a
     particular instance, either retroactively or prospectively and either for a
     specified period of time or indefinitely) or amended. Upon the effectuation
     of each such waiver or amendment, the Company shall promptly give written
     notice thereof to the Holders, if any, who have not previously received
     notice thereof or consented thereto in writing.

     12. Acknowledgment. The undersigned acknowledges that the undersigned has
carefully read and fully understands this Subscription Agreement and its
representations.

     13. Governing Law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of the State of New York with the
exception of the choice of law provisions thereof.

     14. Counterparts. This Subscription Agreement shall be executed through the
use of separate signature pages or in any number of counterparts, and each of
such counterparts shall, for all purposes, constitute one agreement binding on
all parties.


                                       14
<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this day of ____________, 1999.


                                         -----------------------------------
                                         (Purchaser's Name)


                                         -----------------------------------
                                         (Purchaser's Signature)


                                         -----------------------------------

                                         -----------------------------------

                                         -----------------------------------
                                         (Purchaser's Address)


                                         -----------------------------------
                                         (Purchaser's Social Security or
                                         Taxpayer Identification Number)


                                         $
                                         -----------------------------------
                                         Subscription Amount


                                         -----------------------------------
                                         (Purchaser's Telephone Number)





                                       15
<PAGE>




                                   ACCEPTANCE


     The undersigned hereby accepts the foregoing Subscription Agreement this
_____ day of _____________, 1999.



Compositech Ltd.


By:
      -----------------------------------

Name:
      -----------------------------------

Title:
      -----------------------------------