EXHIBIT 10.53




THIS COMMON STOCK PURCHASE  WARRANT AND THE SECURITIES  REPRESENTED  HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED  IN VIOLATION OF SUCH ACT, THE RULES AND  REGULATIONS  THEREUNDER OR
THE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT.


                    Number of Shares of Common Stock: 75,000
                                  Warrant No. I


                          COMMON STOCK PURCHASE WARRANT


                           To Purchase Common Stock of


                                Compositech Ltd.

     THIS IS TO CERTIFY  THAT The Shaar Fund Ltd.,  or  registered  assigns,  is
entitled,  at any time from the  Closing  Date (as  hereinafter  defined) to the
Expiration Date (as hereinafter  defined),  to purchase from Compositech Ltd., a
Delaware  corporation  (the  "Company"),  75,000  shares  of  Common  Stock  (as
hereinafter  defined and subject to adjustment as provided herein),  in whole or
in part, including fractional parts, at a purchase price per share equal to 110%
of the Market Price, subject to adjustment as specified herein, all on the terms
and conditions and pursuant to the provisions hereinafter set forth.


     1. DEFINITIONS

     As used  in this  Common  Stock  Purchase  Warrant  (this  "Warrant"),  the
following terms have the respective meanings set forth below:

     "Additional  Shares of Common  Stock" shall mean all shares of Common Stock
issued by the Company after the Closing Date, other than Warrant Stock.

     "Book  Value"  shall mean,  in respect of any share of Common  Stock on any
date herein specified, the consolidated book value of the Company as of the last
day of any month immediately preceding such date, divided by the number of Fully
Diluted Outstanding shares of Common Stock as determined in accordance with GAAP
(assuming  the payment of the exercise  prices for such shares) by Ernst & Young
LLP or any other firm of independent  certified public accountants of recognized
national  standing  selected  by the Company and  reasonably  acceptable  to the
Holder.

     "Business Day" shall mean any day that is not a Saturday or Sunday or a day
on which banks are required or permitted to be closed in the State of New York.


<PAGE>

     "Closing Date" shall have the meaning set forth in the Securities  Purchase
Agreement.

     "Commission" shall mean the Securities and Exchange Commission or any other
federal  agency  then   administering  the  Securities  Act  and  other  federal
securities laws.

     "Common  Stock" shall mean (except where the context  otherwise  indicates)
the Common Stock,  par value $0.01 per share,  of the Company as  constituted on
the  Closing  Date,  and any  capital  stock into which  such  Common  Stock may
thereafter  be changed,  and shall also include (i) capital stock of the Company
of any other  class  (regardless  of how  denominated)  issued to the holders of
shares of  Common  Stock  upon any  reclassification  thereof  which is also not
preferred as to dividends or assets over any other class of stock of the Company
and which is not subject to  redemption  and (ii) shares of common  stock of any
successor or acquiring  corporation received by or distributed to the holders of
Common Stock of the Company in the circumstances contemplated by Section 4.4.

     "Convertible  Securities"  shall mean evidences of indebtedness,  shares of
stock or other securities  which are convertible  into or exchangeable,  with or
without payment of additional  consideration in cash or property,  for shares of
Common Stock, either immediately or upon the occurrence of a specified date or a
specified event.

     "Current Market Price" means on any date of  determination  the closing bid
price of a Common  Share on such day as reported on the Nasdaq  SmallCap  Market
("Nasdaq");  provided, if such security bid is not listed or admitted to trading
on Nasdaq, as reported on the principal  national security exchange or quotation
system on which such security is quoted or listed or admitted to trading, or, if
not quoted or listed or admitted to trading on any national  securities exchange
or  quotation   system,   the  closing  bid  price  of  such   security  on  the
over-the-counter market on the day in question as reported by Bloomberg LP, or a
similar generally accepted reporting service, as the case may be.

     "Current  Warrant  Price" shall mean, in respect of a share of Common Stock
at any date herein specified,  the price at which a share of Common Stock may be
purchased  pursuant  to this  Warrant on such date,  as  specified  in the first
paragraph of this Warrant.

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
or  any  successor  federal  statute,  and  the  rules  and  regulations  of the
Commission thereunder, all as the same shall be in effect from time to time.

     "Exercise  Period"  shall mean the  period  during  which  this  Warrant is
exercisable pursuant to Section 2.1.

     "Expiration Date" shall mean November 5, 2004.

     "Fully Diluted  Outstanding" shall mean, when used with reference to Common
Stock, at any date as of which the number of shares thereof is to be determined,
all  shares of Common  Stock  Outstanding  at such date and all shares of Common
Stock  issuable in respect of


                                       2
<PAGE>

this  Warrant,  outstanding  on such  date,  and other  options or  warrants  to
purchase, or securities  convertible into, shares of Common Stock outstanding on
such date which would be deemed outstanding in accordance with GAAP for purposes
of determining Book Value or net income per share.

     "GAAP" shall mean generally  accepted  accounting  principles in the United
States of America as from time to time in effect.

     "Holder"  shall mean the Person in whose name the Warrant or Warrant  Stock
set forth herein is registered on the books of the Company  maintained  for such
purpose.

     "Market  Price" per Common  Share  means the  closing bid price of a Common
Share as reported on Nasdaq on the Closing Date.

     "Other Property" shall have the meaning set forth in Section 4.4.

     "Outstanding"  shall mean, when used with reference to Common Stock, at any
date as of which the number of shares  thereof is to be  determined,  all issued
shares of Common  Stock,  except shares then owned or held by or for the account
of the Company or any subsidiary thereof,  and shall include all shares issuable
in respect of  outstanding  scrip or any  certificates  representing  fractional
interests in shares of Common Stock.

     "Person" shall mean any individual, sole proprietorship, partnership, joint
venture,   trust,   incorporated   organization,    association,    corporation,
institution,  public benefit corporation, entity or government (whether federal,
state, county, city, municipal or otherwise,  including, without limitation, any
instrumentality, division, agency, body or department thereof).

     "Registration   Rights  Agreement"  shall  mean  the  Registration   Rights
Agreement  dated a date even  herewith  between  the  Company and The Shaar Fund
Ltd., as it may be amended from time to time.

     "Restricted  Common  Stock" shall mean shares of Common Stock which are, or
which upon their issuance on their exercise of this Warrant would be,  evidenced
by a certificate bearing the restrictive legend set forth in Section 9.1(a).

     "Securities Act" shall mean the Securities Act of 1933, as amended,  or any
successor  federal  statute,  and the rules and  regulations  of the  Commission
thereunder, all as the same shall be in effect at the time.

     "Securities   Purchase   Agreement"  shall  mean  the  Securities  Purchase
Agreement  dated as of a date even  herewith  between  the Company and The Shaar
Fund Ltd., as it may be amended from time to time.

     "Transfer" shall mean any disposition of any Warrant or Warrant Stock or of
any interest in either thereof, which would constitute a sale thereof within the
meaning of the Securities Act.



                                       3
<PAGE>

     "Transfer Notice" shall have the meaning set forth in Section 9.2.

     "Warrant  Price"  shall mean an amount equal to (i) the number of shares of
Common Stock being  purchased upon exercise of this Warrant  pursuant to Section
2.1,  multiplied  by (ii)  the  Current  Warrant  Price  as of the  date of such
exercise.

     "Warrant  Stock"  shall mean the shares of Common  Stock  purchased  by the
holders of the Warrants upon the exercise thereof.

     "Warrants"  shall mean this Warrant and all warrants  issued upon transfer,
division or combination  of, or in substitution  for, any thereof.  All Warrants
shall at all times be identical as to terms and conditions  and date,  except as
to the number of shares of Common Stock for which they may be exercised.


     2. EXERCISE OF WARRANT

     2.1 Manner of Exercise

     From and after the Closing Date and until 5:00 p.m.,  New York time, on the
Expiration Date, Holder may exercise this Warrant,  on any Business Day, for all
or any part of the number of shares of Common Stock purchasable hereunder.

     In order to  exercise  this  Warrant,  in  whole or in part,  Holder  shall
deliver to the Company at its principal office at 120 Ricefield Lane, Hauppauge,
New York 11788, or at the office or agency designated by the Company pursuant to
Section 12, (i) a written notice of Holder's  election to exercise this Warrant,
which notice shall specify the number of shares of Common Stock to be purchased,
(ii) to the  extent  such  exercise  is not being  effected  through a  Cashless
Exercise,  payment of the Warrant  Price in cash or wire  transfer or  cashier's
check drawn on a United States bank and (iii) this Warrant. Such notice shall be
substantially in the form of the subscription  form appearing at the end of this
Warrant as Exhibit A, duly  executed  by Holder or its agent or  attorney.  Upon
receipt of the items  referred  to in clauses  (i),  (ii) and (iii)  above,  the
Company shall, as promptly as practicable, and in any event within five Business
Days  thereafter,  execute or cause to be  executed  and  deliver or cause to be
delivered to Holder a certificate  or  certificates  representing  the aggregate
number of full shares of Common Stock issuable upon such exercise, together with
cash in lieu of any  fraction of a share,  as  hereinafter  provided.  The stock
certificate or certificates so delivered  shall be, to the extent  possible,  in
such  denomination  or  denominations  as Holder shall request in the notice and
shall be registered  in the name of Holder or,  subject to Section 9, such other
name as shall be designated in the notice.  This Warrant shall be deemed to have
been exercised and such certificate or certificates shall be deemed to have been
issued,  and 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 the  notice,  together  with  the cash or check or  checks  and this
Warrant, is received by the Company as described above and all taxes required to
be paid by Holder, if any, pursuant to Section 2.2 prior to the issuance of such
shares have been paid.  If this Warrant shall have been  exercised in part,  the
Company  shall,  at the time of  delivery  of the  certificate  or  certificates
representing  Warrant  Stock,  deliver to Holder a new  Warrant  evidencing  the
rights of Holder to purchase the  unpurchased  shares of


                                       4
<PAGE>

Common Stock called for by this  Warrant,  which new Warrant  shall in all other
respects  be  identical  with  this  Warrant,  or,  at the  request  of  Holder,
appropriate  notation  may be made on this  Warrant  and the  same  returned  to
Holder.  Notwithstanding any provision herein to the contrary, the Company shall
not be required to register  shares in the name of any Person who acquired  this
Warrant (or part hereof) or any Warrant Stock  otherwise than in accordance with
this Warrant.

     Simultaneously  with the exercise of this  Warrant,  payment in full of the
Warrant Price shall be made, at the option of the Holder,  (i) by payment of the
Warrant Price in cash or by wire  transfer or cashier's  check drawn on a United
States bank, (ii) through a net exercise without payment of the Warrant Price by
providing notice to the Company of the election to receive a number of shares of
Common  Stock in a Cashless  Exercise  equal to the product of (1) the number of
shares for which such Warrant is  exercisable  with payment of the Warrant Price
as of the date of exercise and (2) the Cashless  Exercise  Ratio or (iii) by any
combination  of (i) and (ii).  For  purposes of this  Agreement,  the  "Cashless
Exercise Ratio" shall equal a fraction,  the numerator of which is the excess of
the Current  Market  Price per share of the Common Stock on the date of exercise
over the Current Warrant Price as of the date of exercise and the denominator of
which is the Current  Market  Price per share of the Common Stock on the date of
exercise.  An exercise of a Warrant in accordance with provisions in (ii) in the
first  sentence  of this  paragraph  is  herein  called a  "Cashless  Exercise."
Following a Cashless  Exercise,  this Warrant  shall be canceled in all respects
with regard to the number of shares of Common  Stock issued in  accordance  with
the Cashless  Exercise plus the number of shares used as  consideration  for the
Cashless Exercise.

     2.2 Payment of Taxes and Charges

     All shares of Common  Stock  issuable  upon the  exercise  of this  Warrant
pursuant  to  the  terms  hereof  shall  be  validly  issued,   fully  paid  and
nonassessable,  freely tradable and without any preemptive  rights.  The Company
shall pay all expenses in connection with, and all taxes and other  governmental
charges that may be imposed  with respect to, the issuance or delivery  thereof,
unless  such tax or charge is  imposed  by law upon  Holder,  in which case such
taxes or charges  shall be paid by Holder.  The Company  shall not be  required,
however,  to pay any tax or other charge imposed in connection with any transfer
involved in the issuance of any  certificate for shares of Common Stock issuable
upon exercise of this Warrant in any name other than that of Holder, 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
satisfaction of the Company that no such tax or other charge is due.

     2.3 Fractional Shares

     The Company  shall not be required  to issue a  fractional  share of Common
Stock upon  exercise of any Warrant.  As to any fraction of a share which Holder
would  otherwise be entitled to purchase upon such  exercise,  the Company shall
pay a cash  adjustment  in respect of such final  fraction in an amount equal to
the same  fraction  of the  Market  Price per  share of  Common  Stock as of the
Closing Date.



                                       5
<PAGE>

     2.4 Continued Validity

     A holder of  shares  of  Common  Stock  issued  upon the  exercise  of this
Warrant, in whole or in part (other than a holder who acquires such shares after
the same have been publicly sold pursuant to a Registration  Statement under the
Securities  Act or sold pursuant to Rule 144  thereunder),  shall continue to be
entitled  with  respect to such shares to all rights to which it would have been
entitled  as Holder  under  Sections 9, 10 and 14 of this  Warrant.  The Company
will,  at the time of exercise of this  Warrant,  in whole or in part,  upon the
request of Holder,  acknowledge in writing,  in form reasonably  satisfactory to
Holder,  its continuing  obligation to afford Holder all such rights;  provided,
however,  that if Holder shall fail to make any such request, such failure shall
not affect the continuing obligation of the Company to afford to Holder all such
rights.

     3. TRANSFER, DIVISION AND COMBINATION

     3.1 Transfer

     Subject to  compliance  with  Section 9,  transfer of this  Warrant and all
rights  hereunder,  in whole or in part, shall be registered on the books of the
Company to be maintained for such purpose, upon surrender of this Warrant at the
principal  office of the  Company  referred  to in Section  2.1 or the office or
agency designated by the Company pursuant to Section 12, together with a written
assignment  of this Warrant  substantially  in the form of Exhibit B hereto duly
executed  by Holder or its agent or  attorney  and funds  sufficient  to pay any
transfer  taxes payable upon the making of such  transfer.  Upon such  surrender
and, if required, such payment, the Company shall, subject to Section 9, execute
and deliver a new Warrant or Warrants in the name of the  assignee or  assignees
and in the  denomination  specified in such instrument of assignment,  and shall
issue to the assignor a new Warrant  evidencing  the portion of this Warrant not
so assigned, and this Warrant shall promptly be canceled. A Warrant, if properly
assigned in compliance  with Section 9, may be exercised by a new Holder for the
purchase of shares of Common Stock without having a new warrant issued.

     3.2 Division and Combination

     Subject to Section 9, this  Warrant may be divided or  combined  with other
Warrants  upon  presentation  hereof  at the  aforesaid  office or agency of the
Company,  together with a written notice  specifying the names and denominations
in which  new  Warrants  are to be  issued,  signed  by  Holder  or its agent or
attorney.  Subject to compliance  with Section 3.1 and with Section 9, as to any
transfer  which may be involved in such  division  or  combination,  the Company
shall  execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice.

     3.3 Expenses

     The Company shall prepare, issue and deliver at its own expense (other than
transfer taxes) the new Warrants or Warrants under this Section 3.



                                       6
<PAGE>

     3.4 Maintenance of Books

     The Company agrees to maintain,  at its aforesaid  office or agency,  books
for the registration and the registration of transfer of the Warrants.

     4. ADJUSTMENTS

     The number of shares of Common Stock for which this Warrant is exercisable,
or the  price at which  such  shares  may be  purchased  upon  exercise  of this
Warrant,  shall be subject to adjustment  from time to time as set forth in this
Section 4. The Company  shall give Holder  notice of any event  described  below
which  requires an  adjustment  pursuant  to this  Section 4 at the time of such
event.

     4.1 Stock Dividends, Subdivisions and Combinations

     If at any time the Company shall:

     (a) take a record of the  holders  of its Common  Stock for the  purpose of
entitling  them to  receive a dividend  payable  in, or other  distribution  of,
Additional Shares of Common Stock;

     (b) subdivide its  outstanding  shares of Common Stock into a larger number
of shares of Common Stock; or

     (c) combine its outstanding shares of Common Stock into a smaller number of
shares of Common Stock;

then (i) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would own or be entitled to
receive  after the happening of such event,  and (ii) the Current  Warrant Price
shall be adjusted  to equal (A) the  Current  Warrant  Price  multiplied  by the
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  adjustment  divided  by (B) the  number of shares for
which this Warrant is exercisable immediately after such adjustment.

     4.2 Certain Other Distributions

     If at any time the Company shall take a record of the holders of its Common
Stock for the  purpose  of  entitling  them to  receive  any  dividend  or other
distribution of:

     (a) cash;

     (b) any evidences of its indebtedness, any shares of its stock or any other
securities or property of any nature  whatsoever  (other than cash,  Convertible
Securities or Additional Shares of Common Stock); or



                                       7
<PAGE>

     (c) any warrants or other rights to subscribe for or purchase any evidences
of its indebtedness, any shares of its stock or any other securities or property
of any nature whatsoever (other than cash,  Convertible Securities or Additional
Shares of Common Stock);

then Holder shall be entitled to receive  such  dividend or  distribution  as if
Holder had exercised the Warrant. A reclassification  of the Common Stock (other
than a change  in par  value,  or from par  value to no par value or from no par
value to par value) into shares of Common Stock and shares of any other class of
stock shall be deemed a distribution by the Company to the holders of its Common
Stock of such  shares of such other  class of stock  within the  meaning of this
Section 4.2 and, if the outstanding shares of Common Stock shall be changed into
a  larger  or  smaller  number  of  shares  of  Common  Stock  as a part of such
reclassification,  such change shall be deemed a subdivision or combination,  as
the case may be, of the outstanding shares of Common Stock within the meaning of
Section 4.1.

     4.3 Other Provisions Applicable to Adjustments under this Section

     The following  provisions  shall be applicable to the making of adjustments
of the number of shares of Common  Stock for which this  Warrant is  exercisable
and the Current Warrant Price provided for in this Section 4:

     (a) When Adjustments to be Made. The adjustments required by this Section 4
shall  be made  whenever  and as  often  as any  specified  event  requiring  an
adjustment shall occur.  For the purpose of any adjustment,  any specified event
shall be deemed to have  occurred  at the close of  business  on the date of its
occurrence.

     (b) Fractional  Interests.  In computing  adjustments under this Section 4,
fractional  interests in Common Stock shall be taken into account to the nearest
1/10th of a share.

     (c) When Adjustment not Required. If the Company shall take a record of the
holders  of its Common  Stock for the  purpose  of  entitling  them to receive a
dividend  or   distribution  or  subscription  or  purchase  rights  and  shall,
thereafter and before the distribution to stockholders thereof,  legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights,  then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment  previously made in respect thereof shall
be rescinded and annulled.

     (d) Challenge to Good Faith Determination.  Whenever the Board of Directors
of the Company  shall be required to make a  determination  in good faith of the
fair  value  of any  item  under  this  Section  4,  such  determination  may be
challenged in good faith by the Holder,  and any dispute shall be resolved by an
investment banking firm of recognized  national standing selected by the Company
and acceptable to Holder.

     4.4 Reorganization,  Reclassification, Merger, Consolidation or Disposition
         of Assets

     In case the Company shall  reorganize  its capital,  reclassify its capital
stock,  consolidate or merge with or into another corporation (where the Company
is not the surviving


                                       8
<PAGE>

corporation  or where there is a change in or  distribution  with respect to the
Common Stock of the Company),  or sell,  transfer or otherwise dispose of all or
substantially all its property,  assets or business to another  corporation and,
pursuant  to  the  terms  of  such  reorganization,   reclassification,  merger,
consolidation or disposition of assets,  shares of common stock of the successor
or acquiring  corporation,  or any cash,  shares of stock or other securities or
property of any nature whatsoever  (including  warrants or other subscription or
purchase  rights) in addition to or in lieu of common stock of the  successor or
acquiring  corporation ("Other Property"),  are to be received by or distributed
to the holders of Common Stock of the Company,  then Holder shall have the right
thereafter  to receive,  upon  exercise of the Warrant,  the number of shares of
common stock of the successor or acquiring  corporation or of the Company, if it
is the surviving corporation,  and Other Property receivable upon or as a result
of such reorganization, reclassification, consolidation or disposition of assets
by a holder of the number of shares of Common  Stock for which  this  Warrant is
exercisable immediately prior to such event. In case of any such reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and  punctual  observance  and  performance  of each and every  covenant and
condition of this  Warrant to be  performed  and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed  appropriate (as determined by resolution of the Board of Directors of
the Company) in order to provide for  adjustments  of shares of Common Stock for
which  this  Warrant  is  exercisable  which  shall be as nearly  equivalent  as
practicable to the  adjustments  provided for in this Section 4. For purposes of
this Section 4.4, "common stock of the successor or acquiring corporation" shall
include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing  provisions of
this  Section  4.4  still   similarly   apply  to  successive   reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

     4.5 Other Action Affecting Common Stock

     In case at any time or from time to time the Company  shall take any action
in respect of its Common Stock,  other than any action described in this Section
4, which would have a materially  adverse effect upon the rights of Holder,  the
number of shares of Common  Stock  and/or the purchase  price  thereof  shall be
adjusted in such manner as may be equitable in the circumstances,  as determined
in good faith by the Board of Directors of the Company.

     4.6 Certain Limitations

     Notwithstanding  anything herein to the contrary, the Company agrees not to
enter into any transaction which, by reason of any adjustment  hereunder,  would
cause  the  Current  Warrant  Price to be less  than the par  value per share of
Common Stock.



                                       9
<PAGE>

     5. NOTICES TO HOLDER

     5.1 Notice of Adjustments

     Whenever  the number of shares of Common  Stock for which  this  Warrant is
exercisable,  or whenever the price at which a share of such Common Stock may be
purchased upon exercise of the Warrants,  shall be adjusted  pursuant to Section
4, the Company shall forthwith prepare a certificate to be executed by the chief
financial officer of the Company setting forth, in reasonable  detail, the event
requiring the adjustment and the method by which such  adjustment was calculated
(including  a  description  of the basis on which the Board of  Directors of the
Company  determined the fair value of any evidences of  indebtedness,  shares of
stock,  other  securities  or  property or  warrants  or other  subscription  or
purchase rights referred to in Section 4.2),  specifying the number of shares of
Common Stock for which this Warrant is exercisable  and (if such  adjustment was
made pursuant to Section 4.4 or 4.5) describing the number and kind of any other
shares of stock or Other Property for which this Warrant is exercisable, and any
change in the purchase  price or prices  thereof,  after  giving  effect to such
adjustment  or change.  The Company shall  promptly  cause a signed copy of such
certificate  to be delivered to the Holder in accordance  with Section 14.2. The
Company  shall keep at its office or agency  designated  pursuant  to Section 12
copies  of all  such  certificates  and  cause  the  same  to be  available  for
inspection  at said office  during  normal  business  hours by the Holder or any
prospective purchaser of a Warrant designated by Holder.

     5.2 Notice of Corporate Action

     If at any time:

     (a) the Company  shall take a record of the holders of its Common Stock for
the purpose of entitling  them to receive a dividend or other  distribution,  or
any right to subscribe  for or purchase any evidences of its  indebtedness,  any
shares of stock of any class or any other securities or property,  or to receive
any other right; or

     (b)  there  shall  be  any  capital  reorganization  of  the  Company,  any
reclassification  or recapitalization of the capital stock of the Company or any
consolidation  or merger of the  Company  with,  or any sale,  transfer or other
disposition of all or substantially all the property,  assets or business of the
Company to, another corporation; or

     (c) there shall be a voluntary or involuntary  dissolution,  liquidation or
winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 30 days' prior written  notice of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up, and (ii) in the case of any such reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up, at least 30 days' prior written  notice of the date when the same shall take
place.  Such notice in accordance  with the foregoing


                                       10
<PAGE>

clause  also shall  specify (i) the date on which any such record is to be taken
for the purpose of such dividend,  distribution or right,  the date on which the
holders of Common Stock shall be entitled to any such dividend,  distribution or
right, and the amount and character thereof, and (ii) the date on which any such
reorganization,   reclassification,   merger,  consolidation,   sale,  transfer,
disposition,  dissolution,  liquidation  or  winding up is to take place and the
time,  if any such time is to be fixed,  as of which the holders of Common Stock
shall be entitled to exchange  their  shares of Common Stock for  securities  or
other property deliverable upon such reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up. Each such written notice shall be sufficiently  given if addressed to Holder
at the  last  address  of  Holder  appearing  on the  books of the  Company  and
delivered in accordance with Section 14.2.

     6. NO IMPAIRMENT

     The  Company  shall  not  by any  action,  including,  without  limitation,
amending  its  certificate  of  incorporation  or  through  any  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or other voluntary  action,  avoid or seek to avoid the observance or
performance  of any of the terms of this 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  to  protect  the rights of Holder
against  impairment.  Without  limiting the  generality  of the  foregoing,  the
Company  will (a) not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant above the amount payable  therefor
upon such exercise immediately prior to such increase in par value, (b) take all
such action as may be  necessary  or  appropriate  in order that the Company may
validly and legally  issue fully paid and  nonassessable  shares of Common Stock
upon the  exercise of this  Warrant,  and (c) use its best efforts to obtain all
such  authorizations,  exemptions  or consents from any public  regulatory  body
having jurisdiction thereof as may be necessary to enable the Company to perform
its obligations under this Warrant.

     Upon the request of Holder,  the Company will at any time during the period
this Warrant is outstanding  acknowledge  in writing,  in form  satisfactory  to
Holder,  the  continuing  validity of this  Warrant and the  obligations  of the
Company hereunder.

     7. RESERVATION AND AUTHORIZATION OF COMMON STOCK

     From and after the Closing Date, the Company shall at all times reserve and
keep  available  for issue upon the  exercise  of  Warrants  such  number of its
authorized  but unissued  shares of Common Stock as will be sufficient to permit
the  exercise in full of all  outstanding  Warrants.  All shares of Common Stock
which shall be so issuable, when issued upon exercise of any Warrant and payment
therefor in accordance with the terms of such Warrant, shall be duly and validly
issued and fully paid and nonassessable and not subject to preemptive rights.

     Before  taking any action  which would  cause an  adjustment  reducing  the
Current  Warrant Price below the then par value, if any, of the shares of Common
Stock  issuable  upon  exercise  of the  Warrants,  the  Company  shall take any
corporate  action  which may be  necessary in


                                       11
<PAGE>

order  that  the  Company   may  validly  and  legally   issue  fully  paid  and
nonassessable  shares of such  Common  Stock at such  adjusted  Current  Warrant
Price.

     Before  taking any action which would result in an adjustment in the number
of shares  of Common  Stock for which  this  Warrant  is  exercisable  or in the
Current  Warrant  Price,  the Company  shall obtain all such  authorizations  or
exemptions  thereof,  or consents  thereto,  as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.

     8. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

     In the case of all dividends or other  distributions  by the Company to the
holders of its Common  Stock with  respect to which any  provision  of Section 4
refers to the taking of record of such  holders,  the Company  will in each case
take such a record and will take such  record as of the close of  business  on a
Business  Day.  The  Company  will not at any  time,  except  upon  dissolution,
liquidation  or winding up of the  Company,  close its stock  transfer  books or
Warrant transfer books so as to result in preventing or delaying the exercise or
transfer of any Warrant.

     9. RESTRICTIONS ON TRANSFERABILITY

     The Warrants and the Warrant Stock shall not be  transferred,  hypothecated
or assigned before  satisfaction of the conditions  specified in this Section 9,
which  conditions are intended to ensure  compliance  with the provisions of the
Securities Act with respect to the Transfer of any Warrant or any Warrant Stock.
Holder,  by acceptance of this Warrant,  agrees to be bound by the provisions of
this Section 9.

     9.1 Restrictive Legend

     (a) Holder,  by accepting  this  Warrant and any Warrant  Stock agrees that
this Warrant and the Warrant  Stock  issuable  upon  exercise  hereof may not be
assigned or otherwise  transferred unless and until (i) the Company has received
an opinion of counsel for Holder that such securities may be sold pursuant to an
exemption  from  registration  under the  Securities  Act or (ii) a registration
statement relating to such securities has been filed by the Company and declared
effective by the Commission.

     Each  certificate for Warrant Stock issuable  hereunder shall bear a legend
as  follows  until  such  securities  have been sold  pursuant  to an  effective
registration statement under the Securities Act:

                    "THESE   SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
                    SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
                    OR THE SECURITIES  LAWS OF ANY STATE,  AND ARE BEING OFFERED
                    AND SOLD  PURSUANT  TO AN  EXEMPTION  FROM THE  REGISTRATION
                    REQUIREMENTS  OF THE  SECURITIES  ACT AND SUCH  LAWS.  THESE
                    SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO
                    AN


                                       12
<PAGE>

                    EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
                    PURSUANT TO AN  AVAILABLE  EXEMPTION  FROM THE  REGISTRATION
                    REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS."

     (b) Except as otherwise  provided in this  Section 9, the Warrant  shall be
stamped or otherwise  imprinted  with a legend in  substantially  the  following
form:

                    "THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT
                    BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS
                    AMENDED,  AND MAY NOT BE  TRANSFERRED  IN  VIOLATION OF SUCH
                    ACT, THE RULES AND REGULATIONS  THEREUNDER OR THE PROVISIONS
                    OF THIS WARRANT."

     9.2 Notice of Proposed Transfers

     Prior to any Transfer or  attempted  Transfer of any Warrants or any shares
of Restricted Common Stock, the Holder shall give ten days' prior written notice
(a  "Transfer  Notice")  to the  Company of  Holder's  intention  to effect such
Transfer,  describing the manner and circumstances of the proposed Transfer, and
obtain  from  counsel  to Holder  who shall be  reasonably  satisfactory  to the
Company,  an  opinion  that  the  proposed  Transfer  of such  Warrants  or such
Restricted  Common  Stock  may  be  effected  without   registration  under  the
Securities  Act. After receipt of the Transfer  Notice and opinion,  the Company
shall, within five days thereof, notify the Holder as to whether such opinion is
reasonably  satisfactory  and, if so, such holder shall thereupon be entitled to
Transfer such Warrants or such  Restricted  Common Stock, in accordance with the
terms of the Transfer Notice.  Each certificate,  if any, evidencing such shares
of Restricted  Common Stock issued upon such Transfer shall bear the restrictive
legend set forth in Section  9.1(a),  and the Warrant  issued upon such Transfer
shall bear the  restrictive  legend set forth in Section  9.1(b),  unless in the
opinion  of such  counsel  such  legend  is not  required  in  order  to  ensure
compliance  with the  Securities  Act.  Holder shall not be entitled to Transfer
such Warrants or such  Restricted  Common Stock until receipt of notice from the
Company under this Section 9.2(a) that such opinion is reasonably satisfactory.

     9.3 Required Registration

     Pursuant  to the terms and  conditions  set  forth in  Registration  Rights
Agreement, the Company shall prepare and file with the Commission not later than
the 30th day after the Closing Date, a  Registration  Statement  relating to the
offer and sale of the Common Stock  issuable  upon  exercise of the Warrants and
shall use its best efforts to cause the Commission to declare such  Registration
Statement  effective  under the Securities Act as promptly as practicable but no
later than 120 days after the Closing Date.



                                       13
<PAGE>

     9.4 Termination of Restrictions

     Notwithstanding  the foregoing  provisions  of Section 9, the  restrictions
imposed by this Section upon the  transferability  of the Warrants,  the Warrant
Stock  and the  Restricted  Common  Stock (or  Common  Stock  issuable  upon the
exercise  of the  Warrants)  and the legend  requirements  of Section  9.1 shall
terminate as to any  particular  Warrant or share of Warrant Stock or Restricted
Common Stock (or Common Stock  issuable  upon the exercise of the  Warrants) (i)
when and so long as such security shall have been  effectively  registered under
the  Securities  Act and  disposed of pursuant  thereto or (ii) when the Company
shall have  received an opinion of counsel  reasonably  satisfactory  to it that
such shares may be transferred without registration thereof under the Securities
Act.  Whenever the restrictions  imposed by Section 9 shall terminate as to this
Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive
from the  Company  upon  written  request of the  Holder,  at the expense of the
Company,  a new Warrant bearing the following legend in place of the restrictive
legend set forth hereon:

                    "THE RESTRICTIONS ON  TRANSFERABILITY  OF THE WITHIN WARRANT
                    CONTAINED  IN  SECTION 9 HEREOF  TERMINATED  ON  __________,
                    _____, AND ARE OF NO FURTHER FORCE AND EFFECT."

All Warrants issued upon  registration of transfer,  division or combination of,
or in  substitution  for,  any Warrant or Warrants  entitled to bear such legend
shall have a similar legend endorsed thereon.  Whenever the restrictions imposed
by this Section shall  terminate as to any share of Restricted  Common Stock, as
hereinabove  provided,  the holder thereof shall be entitled to receive from the
Company,  at the Company's expense,  a new certificate  representing such Common
Stock not bearing the restrictive legend set forth in Section 9.1(a).

     9.5 Listing on Securities Exchange

     If the  Company  shall  list any shares of Common  Stock on any  securities
exchange or quotation  system, it will, at its expense,  list thereon,  maintain
and, when necessary, increase such listing of, all shares of Common Stock issued
or, to the extent  permissible under the applicable  securities  exchange rules,
issuable upon the exercise of this Warrant so long as any shares of Common Stock
shall be so listed during any such Exercise Period.

     10. SUPPLYING INFORMATION

     The Company shall  cooperate with Holder in supplying  such  information as
may be  reasonably  necessary  for Holder to complete  and file any  information
reporting forms presently or hereafter required by the Commission as a condition
to the  availability of an exemption from the Securities Act for the sale of any
Warrant or Restricted Common Stock.

     11. LOSS OR MUTILATION

     Upon receipt by the Company from Holder of evidence reasonably satisfactory
to it of the ownership of and the loss, theft, destruction or mutilation of this
Warrant and indemnity


                                       14
<PAGE>

reasonably satisfactory to it (it being understood that the written agreement of
the  Holder  shall be  sufficient  indemnity),  and in case of  mutilation  upon
surrender and cancellation  hereof, the Company will execute and deliver in lieu
hereof  a new  Warrant  of  like  tenor  to  Holder;  provided,  in the  case of
mutilation no indemnity shall be required if this Warrant in  identifiable  form
is surrendered to the Company for cancellation.

     12. OFFICE OF THE COMPANY

     As  long as any of the  Warrants  remain  outstanding,  the  Company  shall
maintain an office or agency  (which may be the principal  executive  offices of
the Company) where the Warrants may be presented for exercise,  registration  of
transfer, division or combination as provided in this Warrant.

     13. LIMITATION OF LIABILITY

     No  provision  hereof,  in the absence of  affirmative  action by Holder to
purchase  shares of Common  Stock,  and no  enumeration  herein of the rights or
privileges of Holder hereof,  shall give rise to any liability of Holder for the
purchase price of any Common Stock or as a stockholder  of the Company,  whether
such liability is asserted by the Company or by creditors of the Company.

     14. MISCELLANEOUS

     14.1 Nonwaiver and Expenses

     No  course  of  dealing  or any  delay or  failure  to  exercise  any right
hereunder  on the part of Holder  shall  operate  as a waiver  of such  right or
otherwise prejudice Holder's rights, powers or remedies. If the Company fails to
make, when due, any payments provided for hereunder, or fails to comply with any
other provision of this Warrant, the Company shall pay to Holder such amounts as
shall  be  sufficient  to  cover  any  costs  and  expenses  including,  without
limitation,   reasonable   attorneys'   fees,   including   those  of  appellate
proceedings, incurred by Holder in collecting any amounts due pursuant hereto or
in otherwise enforcing any of its rights, powers or remedies hereunder.

     14.2 Notice Generally

     Except  as  may  be  otherwise   provided  herein,   any  notice  or  other
communication  or delivery  required or permitted  hereunder shall be in writing
and shall be delivered personally or sent by certified mail, postage prepaid, or
by a nationally  recognized overnight courier service, and shall be deemed given
when so delivered  personally or by overnight  courier  service,  or, if mailed,
three days after the date of deposit in the United States mails, as follows:



                                       15
<PAGE>

                  (a)      if to the Company, to:

                           Compositech Ltd.
                           120 Ricefield Lane
                           Hauppauge, New York  11788
                           Attention: Samuel Gross
                           (516) 436-5200
                           (506) 436-5203 (Fax)

                           with a copy to:

                           Patterson, Belknap, Webb & Tyler LLP
                           1133 Avenue of the Americas
                           New York, NY  10036
                           Attention:  Edward F. Cox, Esq.
                           (212) 336-2000
                           (212) 336-2222 (Fax)

                  (b)      if to the Holder, to:

                           The Shaar Fund Ltd.,
                           c/o Levinson Capital Management
                           2 World Trade Center, Suite 1820
                           New York, NY 10048
                           Attention:  Samuel Levinson
                           (212) 432-7711
                           (212) 432-7771 (Fax)

                           with a copy to:

                           Cadwalader, Wickersham & Taft
                           100 Maiden Lane
                           New York, NY 10038
                           Attention:  Dennis J. Block, Esq.
                           (212) 504-5555
                           (212) 504-5557 (Fax)

The  Company or the Holder may  change  the  foregoing  address by notice  given
pursuant to this Section 14.2.

     14.3 Indemnification

     The Company  agrees to indemnify and hold harmless  Holder from and against
any liabilities,  obligations,  losses, damages, penalties,  actions, judgments,
suits,  claims,  costs,  attorneys' fees, expenses and disbursements of any kind
which may be imposed upon,  incurred by or asserted against Holder in any manner
relating  to or arising  out of any failure by the Company to perform or observe
in any  material  respect  any of its  covenants,  agreements,  undertakings  or

                                       16
<PAGE>

obligations set forth in this Warrant; provided,  however, that the Company will
not be liable hereunder to the extent that any liabilities, obligations, losses,
damages,  penalties,  actions, judgments, suits, claims, costs, attorneys' fees,
expenses or disbursements are found in a final nonappealable judgment by a court
to have resulted from Holder's gross negligence, bad faith or willful misconduct
in its capacity as a stockholder or warrantholder of the Company.

     14.4 Remedies

     Holder in addition to being entitled to exercise all rights granted by law,
including recovery of damages,  will be entitled to specific  performance of its
rights under Section 9 of this Warrant. The Company agrees that monetary damages
would not be adequate  compensation  for any loss incurred by reason of a breach
by it of the  provisions of Section 9 of this Warrant and hereby agrees to waive
the defense in any action for specific performance that a remedy at law would be
adequate.

     14.5 Successors and Assigns

     Subject to the  provisions  of  Sections  3.1 and 9, this  Warrant  and the
rights  evidenced  hereby  shall inure to the benefit of and be binding upon the
successors  of the  Company  and the  successors  and  assigns  of  Holder.  The
provisions  of this  Warrant  are  intended to be for the benefit of all Holders
from time to time of this Warrant and, with respect to Section 9 hereof, holders
of  Warrant  Stock,  and shall be  enforceable  by any such  Holder or holder of
Warrant Stock.

     14.6 Amendment

     This  Warrant  and all other  Warrants  may be  modified  or amended or the
provisions hereof waived with the written consent of the Company and Holder.

     14.7 Severability

     Wherever  possible,  each provision of this Warrant shall be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of this Warrant shall be  prohibited  by or invalid  under  applicable
law, such provision shall only be ineffective to the extent of such  prohibition
or  invalidity,  without  invalidating  the  remainder of such  provision or the
remaining provisions of this Warrant.

     14.8 Headings

     The headings used in this Warrant are for the convenience of reference only
and shall not, for any purpose, be deemed a part of this Warrant.

     14.9 Governing Law

     THIS  WARRANT  SHALL  BE  GOVERNED  BY THE LAWS OF THE  STATE OF NEW  YORK,
WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW.



                                       17
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
and its corporate  seal to be impressed  hereon and attested by its Secretary or
an Assistant Secretary.

Dated:  November 5, 1999


                                         COMPOSITECH LTD.


                                         By:  /s/ Christopher F. Johnson
                                              ----------------------------------
                                              Name:  Christopher F. Johnson
                                              Title: President and CEO


Attest:



By:   /s/ Samuel S. Gross
      Name:  Samuel S. Gross
      Title:  Executive Vice President, Secretary and Treasurer







                                       18
<PAGE>

                                                                       EXHIBIT A

                                SUBSCRIPTION FORM

                 [To be executed only upon exercise of Warrant]



     The undersigned registered owner of this Warrant irrevocably exercises this
Warrant for the purchase of __________  shares of Common Stock,  par value $0.01
per share, of Compositech Ltd. and herewith makes payment  therefor,  all at the
price and on the terms and  conditions  specified  in this  Warrant and requests
that  certificates  for the shares of Common  Stock  hereby  purchased  (and any
securities or other property  issuable upon such exercise) be issued in the name
of and delivered to


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

whose address is


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

and,  if such  shares of Common  Stock  shall not  include  all of the shares of
Common Stock  issuable as provided in this  Warrant,  that a new Warrant of like
tenor and date for the balance of the shares of Common Stock issuable  hereunder
be delivered to the undersigned.


                                        ----------------------------------------
                                                (Name of Registered Owner)


                                        ----------------------------------------
                                              (Signature of Registered Owner)


                                        ----------------------------------------
                                                 (Street Address)


                                        ----------------------------------------
                                        (City)        (State)         (Zip Code)

                                        Notice:    The    signature    on   this
                                        subscription  must  correspond  with the
                                        name as  written  upon  the  face of the
                                        within  Warrant  in  every   particular,
                                        without alteration or enlargement or any
                                        change whatsoever.

                                      A-1
<PAGE>


                                                                       EXHIBIT B

                                 ASSIGNMENT FORM


     FOR VALUE RECEIVED the undersigned  registered owner of this Warrant hereby
sells,  assigns and transfers unto the Assignee named below all of the rights of
the  undersigned  under this  Warrant,  with  respect to the number of shares of
Common Stock set forth below:

                                                                No. of Shares of
Name and Address of Assignee                                      Common Stock
----------------------------                                      ------------




and does hereby irrevocably constitute and appoint

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

attorney-in-fact  to register  such  transfer on the books of  Compositech  Ltd.
maintained for the purpose, with full power of substitution in the premises.

Dated:


                                        ----------------------------------------
                                                     (Print Name)


                                        ----------------------------------------
                                                     (Signature)


                                        ----------------------------------------
                                               (Print Name of Witness)


                                        ----------------------------------------
                                                (Witness's Signature)

                                        Notice:    The    signature    on   this
                                        subscription  must  correspond  with the
                                        name as  written  upon  the  face of the
                                        within  Warrant  in  every   particular,
                                        without alteration or enlargement or any
                                        change whatsoever.


                                      B-1