EXHIBIT 10.56

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE PURSUANT
HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM AND SCOPE TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.


                                COMPOSITECH LTD.
                          COMMON STOCK PURCHASE WARRANT
                         VOID AFTER ____________________

     1 Number and Price of Shares Subject to Warrant. Subject to the terms and
conditions herein set forth, ______________________, his or her designees,
successors and assigns (together, the "Warrantholder") are entitled to purchase
from Compositech Ltd., a Delaware corporation (the "Company"), at any time or
from time to time after the date hereof and on or before ____________________,
in whole or in part, _______________ (_________) fully paid and non-assessable
shares of common stock, par value $.01 per share (the "Common Stock" and such
number of shares as adjusted as described below, the "Shares"), upon surrender
hereof to the Company and upon payment of the Purchase Price as hereinafter
defined. The purchase price per Share shall be $__________ (as may be adjusted
as described below, the "Purchase Price").

     2 Adjustments; Anti-Dilution Provisions.

     2.1. In the event of a change in the capital stock of the Company, such as
a stock dividend, stock split or combination or similar recapitalization, the
Warrantholder upon exercise hereof shall be entitled to receive, in lieu of the
number of shares of Common Stock which he would have been entitled to receive
upon exercise at that date had there been no such change, such number of shares
of Common Stock as such holder would have received pursuant to such change if
the exercise of this Warrant had been effected prior to such change and the
Purchase Price shall be adjusted proportionately.

     2.2. In the case of (i) any consolidation or merger of the Company, (ii)
any sale or transfer of all or substantially all the assets of the Company, or
(iii) any share exchange whereby the Common Stock is converted into other
securities or property, the Warrantholder shall have the right to exercise this
Warrant and receive upon such exercise the kind and amount of shares of stock or
other securities or property receivable upon the consolidation, merger, sale,
transfer or share exchange by a holder of the number of shares of Common Stock
for which this Warrant might have been exercised immediately prior to the
consolidation, merger, sale, transfer or share exchange.


     2.3. The Company shall, within a reasonable time period after written
request at any time of the Warrantholder, furnish or cause to be furnished to
such holder a certificate setting forth adjustments and readjustments regarding
(i) the number of Shares, (ii) the amount, if any, of other property at the time
receivable upon the exercise of this Warrant, or (iii) the Purchase Price.


<PAGE>

     3 Registration Rights

     (a) As used in this Section 3, 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 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 3 have been
     transferred in accordance with Section 3(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,


                                       2
<PAGE>

     (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 3(i).

          (vii) "Registration Expenses" shall mean all expenses incurred by the
     Company in complying with Section 3(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 3(b).

          (ix) "Registration Period" shall have the meaning ascribed to such
     term in Section 3(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 90 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 3(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.



                                       3
<PAGE>

     (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
     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


                                       4
<PAGE>

          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;

          (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


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<PAGE>

     contemplated by Section 3(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 3(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 3(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 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 3(f)(i) shall not apply to amounts paid in
          settlement of any such claim, loss, damages, liability, action or
          proceeding if such


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<PAGE>

          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 3(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 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


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<PAGE>

          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
          3(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 3(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


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<PAGE>

          expense 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 3(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 3(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


                                       9
<PAGE>

          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 request in writing or as shall be required in
          connection with any registration, qualification or compliance referred
          to in this Section 3;

               (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


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<PAGE>

          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 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 3(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 3(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 3 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.


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<PAGE>

     4 No Fractional Shares. No fractional Shares or scrip representing
fractional Shares shall be issued upon the exercise of this Warrant. All Shares
(including fractions thereof) issuable upon exercise of this Warrant or any part
hereof by the holder hereof shall be aggregated for purposes of determining
whether the conversion would result in the issuance of any fractional Share. If
any such conversion results in a fraction, an amount equal to such fraction
multiplied by the then current market price (as determined in good faith by the
board of directors of the Company) of one Share shall be paid to such holder in
cash by the Company.

     5 No Shareholder Rights. This Warrant shall not entitle its holder to any
of the rights of a shareholder of the Company.

     6 Reservation of Shares. The Company covenants that during the period this
Warrant is exercisable, the Company will reserve from its authorized and
unissued shares of Common Stock a sufficient number of shares to provide for the
issuance of the Shares upon the exercise of this Warrant and, from time to time,
will take all steps necessary to provide therefore, including any required
amendment to, its Restated Certificate of Incorporation.

     7 Exercise of Warrant.

     7.1. In order to exercise this Warrant, in whole or in part, the
Warrantholder shall deliver to the Company (i) a written notice of the
Warrantholder's election to exercise this Warrant, specifying the number of
Shares to be purchased and designating the Purchase Price to be applied, (ii)
cash or a check or checks payable to the order of the Company in an amount equal
to the product of the Purchase Price so designated per Share and the number of
Shares to be purchased at such time pursuant to the Warrant, and (iii) this
Warrant. Except as set forth in section 7.2, upon receipt of such items, the
Company shall, as promptly as practicable, and in any event within 20 days
thereafter, issue or cause to be issued and delivered to such holder a
certificate or, if requested by the holder, multiple certificates representing
the aggregate number of full Shares issuable upon such exercise, together with
cash in lieu of any fraction of a Share, as provided in section 4 above. This
Warrant shall be deemed to have been exercised and such certificate or
certificates shall be deemed to have been issued, and such holder or any other
person so designated to be named therein shall be deemed to have become a holder
of record of such Shares for all purposes, as of the date that said notice,
together with said cash or check or checks and this Warrant, are received by the
Company as aforesaid. If this Warrant shall have been exercised in part, the
Company shall, at the time of delivery of said certificate or certificates,
deliver to such holder a new Warrant evidencing the rights of such holder to
purchase the unpurchased Shares, or such other securities as may become subject
to the right to purchase by the holder hereof


                                       12
<PAGE>

under the terms hereof, called for by this Warrant, which new Warrant shall in
all other respects be identical to this Warrant.

     7.2. All Shares issuable upon the exercise of this Warrant shall be validly
issued, fully paid and nonassessable, and the Company shall pay all expenses in
connection with, and all taxes and other governmental charges that may be
imposed in respect of, the issue or delivery thereof other than any federal,
state or local income tax or other tax based upon gross or net income, owed by
the Warrantholder. The Company shall not be required, however, to pay any tax or
other charge imposed in connection with any transfer involved in the issue of
any certificate for Shares in any name other than that of the registered
Warrantholder, and in such case the Company shall not be required to issue or
deliver any stock certificate until such tax or other charge has been paid or it
has been established to the Company's satisfaction that no such tax or other
charge is due.

     8 Optional Redemption. After the Company shall have given to the
Warrantholder sixty days' notice and opportunity to exercise, the Company may
redeem this Warrant for $0.01 per Share if at any time twelve months subsequent
to the date of this Warrant, the Common Stock has traded for at least the 20
consecutive trading days prior to the giving of notice at or above 200% of the
per share Warrant price.

     9 Replacement of Warrants. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of any Warrant and,
in the case of any such loss, theft or destruction of any Warrant, on delivery
of an indemnity agreement or security reasonably satisfactory in form and amount
to the Company or, in the case of any such mutilation, upon surrender and
cancellation of such Warrant, the Company, at the expense of the holder will
execute and deliver, in lieu thereof, a new warrant of like tenor.

     10 Transfer of Warrant. This Warrant and all rights hereunder are
transferable upon surrender of this Warrant; provided, however, that (i) such
transfer must be effected in accordance with applicable securities laws, (ii)
the Company is, prior to such transfer, furnished with written notice of the
name and address of such transferee and the portion of the amount of Shares to
which the transferee is entitled, and (iii) immediately following such transfer
the further disposition of such securities by the transferee or assignee is
restricted under the Act. Upon such surrender, the Company, at the expense of
the transferee or transferor hereof, as the transferee and transferor may decide
between themselves, will issue and deliver to and on the order of the
Warrantholder, a new warrant of like tenor in the name of the new Warrantholder,
on payment by the Warrantholder of any applicable transfer taxes, calling in the
aggregate for the number of Shares called for by the Warrant surrendered.

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<PAGE>

     11 Remedies. The Company stipulates that the remedies at law of the
Warrantholder in the event of any default or threatened default by the Company
in the performance of or compliance with any of the terms of this Warrant are
not and will not be adequate, and that such terms may be specifically enforced
by a decree for the specific performance of any agreement contained herein or by
an injunction against a violation of any of the terms hereof or otherwise.

     12 Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be deemed to have been duly given if
delivered by hand, telecopied (with receipt confirmed), sent by overnight
courier service or mailed by certified or registered mail and shall be deemed to
be received on the date of receipt:

           (a)  If to the Company, to:

                Compositech Ltd.
                120 Ricefield Lane
                Hauppauge, New York 11788-2008
                Attention:  Mr. Samuel S. Gross

                with a copy to:

                Patterson, Belknap, Webb & Tyler LLP
                1133 Avenue of the Americas
                New York, New York 10036-6710
                Attention: Edward F. Cox, Esq.

or to such other person or address as the Company shall furnish to the
Warrantholder in writing.

           (b)  If to the Warrantholder, to:

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

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

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

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



or to such other person or address as the Warrantholder shall furnish to the
Company in writing.

     13 Miscellaneous. This Warrant shall be governed by the laws of the State
of New York applicable to agreements made and to be performed entirely within
such state. The headings in this Warrant are for purposes of convenience and
reference only, and shall not be deemed to constitute a part hereof. Neither
this Warrant nor any term hereof may be changed, waived,


                                       14
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discharged or terminated orally but only by an instrument in writing signed by
the Company and the registered holder hereof. The invalidity or unenforceability
of any provision hereof shall in no way affect the validity or enforceability of
any other provision.

     ISSUED as of the ______th day of _____________, 199___.


                               COMPOSITECH LTD.



                               By:___________________________
                                  Samuel S. Gross
                                  Executive Vice President
                                    and Treasurer



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