Exhibit 10.45

                                 FIRST AMENDMENT

                                       TO

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT

     THIS FIRST AMENDMENT TO SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY
AGREEMENT (the "First Amendment") is made and entered into as of this 21st day
of April, 1999, between COMPOSITECH LTD., a Delaware corporation (the "Company")
and the Purchasers hereto (each of whom is individually referred to as a
"Purchaser" and all of whom collectively are referred to as the "Purchasers"),
in connection with an Additional Closing as contemplated in the Purchase
Agreement (defined below). Capitalized terms used and not otherwise defined in
this First Amendment shall have the meanings ascribed to them in the Purchase
Agreement.

                                   Background

     The Company has previously authorized the issuance, sale, and delivery of
up to $1,500,000 in original principal amount of the Company's Series 1 Secured
Convertible Bridge Financing Notes (the "Bridge Notes") in the Series 1 Bridge
Note Purchase And Security Agreement (the "Purchase Agreement") dated March 16,
1999, by and among the Company and the Purchasers. The First Closing under the
Purchase Agreement for the sale of $500,000 in original principal amount of
Bridge Notes took place pursuant to the terms of the Purchase Agreement on that
date, and the parties now wish to conduct an Additional Closing under the
Purchase Agreement (the "Second Closing") for the issuance, sale, and delivery
of $430,000 in original principal amount of Bridge Notes (the "Second Closing
Bridge Notes") contemporaneously herewith, and to amend the Purchase Agreement
to, inter alia, provide for additional Collateral as security for the Second
Closing Bridge Notes and to appoint a Purchaser as representative for all other
Purchasers with respect to certain actions that may be taken in the future with
respect to the Collateral.

                                    Agreement

     For and in consideration of the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and each Purchaser hereby agree as
follows:

                   Article 1. Amendments to Purchase Agreement

     Section 1.1. General Amendments. The Purchase Agreement shall hereby be
amended as follows:

          (a) Section 2.1 shall be amended to change the term "Bridge Notes" in
     the third line thereof to read "Bridge Notes issued on the First Closing
     Date."

          (b) Section 2.2 shall be amended such that the first three lines of
     the first sentence read "Upon the occurrence or existence of an "Event of
     Default" as defined in Section 10 of the Bridge Notes issued at the First
     Closing, each such Purchaser of such Bridge Notes, subject to the
     provisions of this Article 2, as amended, shall have the right to pursue
     all available remedies at law or in equity, including without limitation:"


                                      -1-
<PAGE>

          (c) Section 2.3 shall be amended by deleting in its entirety the text
     of such section and replacing it with the following:

     "On, before, or as soon as practicable after each Closing, the Company
     shall execute and deliver or cause to be executed and delivered for filing
     one or more Financing Statements with each of the Secretary of State of New
     York and the Clerk of Suffolk County, New York to perfect the security
     interest granted in connection with each such Closing."

          (d) Section 3.2(a) shall be amended by inserting into the second line
     thereof, after the phrase "perform each of this Agreement," the phrase "all
     amendments thereto," so that all amendments to the Purchase Agreement are
     included in the defined term "Transaction Agreements."

          (e) Section 3.3 shall be amended by inserting into the eighth line
     thereof, after the word "outstanding" and before the period at the end of
     such sentence, the phrase ", all as adjusted for issuances or
     authorizations of such stock subsequent to the First Closing Date."

          (f) Section 7.6 shall be amended by deleting in its entirety the text
     of such section and replacing it with the following:

          "The Company will maintain or cause to be maintained a perfected first
     priority security interest in favor of each group of Purchasers purchasing
     Bridge Notes at a Closing, with each such first priority security interest
     granted at each Closing having a value of approximately 200% of the
     aggregate principal amount of Bridge Notes purchased at each such Closing
     and then outstanding."

          (g) Article 7 "Affirmative Covenants" shall be amended by adding at
     the end of the first sentence in Section 7.17, before the period at the end
     of such sentence, as follows:

          ", provided however, that the Company at its option may secure the
     listing of all such shares required by this Section 7.17 at any time up to
     but not later than fifteen (15) days prior to the Registration Deadline (as
     defined in Section 2(a) of the Registration Rights Agreement)."

     Article 2. Second Closing Grant of Security Interest and Provision of
Collateral.

     Section 2.1. Additional Equipment as Security. In order to secure the
obligations of the Company due to the Purchasers under the Second Closing Bridge
Notes, in addition to the general credit of the Company, the Company hereby
grants to Purchasers of the Second Closing Bridge Notes, effective on the
Additional Closing Date established therefor, a continuing first priority
security interest in and a general lien upon the equipment listed and related
proceeds described on Exhibit A hereto and incorporated herein by reference (the
"Second Closing Collateral"). The Company and all Purchasers of Second Closing
Bridge Notes acknowledge and agree that the Equipment (and any proceeds related
thereto) pledged as collateral pursuant to the First Closing does not provide
security for the Second Closing Bridge Notes, and that such Bridge Notes are
secured solely by the Second Closing Collateral.

     Section 2.2. Remedies Upon Default under the Second Closing Bridge Notes.
Upon the occurrence or existence of an "Event of Default" as defined in Section
10 of the Second Closing Bridge Notes, and subject to the terms of Article 2 of
the Purchase Agreement, as specifically amended by this First Amendment, each
Purchaser of the Second Closing Bridge Notes shall have the right to pursue all
available remedies at law or in equity, including without limitation:


                                      -2-
<PAGE>

          (a) all of the rights and remedies available to a secured party under
     the Uniform Commercial Code as adopted in the State of New York and any
     other applicable law, all of which shall be cumulative and none of which
     shall be exclusive to the fullest extent permitted by law, and all other
     legal and equitable rights under this First Amendment and the Transaction
     Agreements which may be available to such Purchasers, all of which shall be
     cumulative;

          (b) the right to take possession of the Second Closing Collateral upon
     receipt by the Company of 24 hours' written notice of Purchasers' intention
     to do so, and to enter the offices of the Company during normal business
     hours to take possession of the Second Closing Collateral; the right of the
     Purchaser to (a) enter upon the premises of the Company or any of its
     subsidiaries, or any other place or places where the Second Closing
     Collateral is located and kept, through self-help and without judicial
     process, without first obtaining a final judgment or giving Company or any
     of its subsidiaries notice and opportunity for a hearing on the validity of
     the Purchaser's claim and without any obligation to pay rent to Company or
     any of its subsidiaries, and remove the Second Closing Collateral therefrom
     to the premises of Purchaser or any agent of Purchaser, for such time as
     Purchaser may desire, in order to effectively collect or liquidate the
     Second Closing Collateral; and/or (b) require Company to assemble the
     Second Closing Collateral and make it available to Purchaser at a place to
     be designated by the Purchaser, in its sole discretion.

          (c) the right to sell or otherwise dispose of all or any part of the
     Second Closing Collateral in its then condition, at public or private sale
     or sales, with such notice as may be required by law, in lots or in bulk,
     for cash or on credit, all as such Purchaser may deem advisable, and
     purchase all or any part of the Second Closing Collateral at public or, if
     permitted by law, private sale and, in lieu of actual payment of such
     purchase price, may set off the amount of such price against the Company
     obligations under the Second Closing Bridge Notes, and to apply the
     proceeds realized from such sale, after allowing two (2) business days for
     collection, first to the reasonable costs, expenses, and attorneys' fees
     and expenses incurred by such Purchaser for collection and for acquisition,
     storage, sale, and delivery of the Second Closing Collateral, secondly to
     interest due upon the Company obligations under the Second Closing Bridge
     Notes, and thirdly to the principal of the Company obligations under the
     Second Closing Bridge Notes; and

          (d) the right to proceed by an action or actions at law or in equity
     to obtain possession of the Second Closing Collateral, to recover the
     Company obligations under the Second Closing Bridge Notes and amounts
     secured hereunder or thereunder or to foreclose under this Agreement or the
     other Transaction Agreements and sell the Second Closing Collateral or any
     portion thereof, pursuant to a judgment or decree of a court or courts of
     competent jurisdiction, all without the necessity of posting any bond.

     Section 2.3. Legal Opinion of Company Counsel. The opinion of legal counsel
to the Company in substantially the form of Exhibit B attached hereto is issued
in connection with the Second Closing.


                                      -3-
<PAGE>

                    Article 3. Appointment of Representative.

     Section 3.1. Further Amendment of Article 2 of Purchase Agreement. Article
2 "Security Agreement" shall be further amended by adding at the end of that
Article 2 the following sections, numbered and containing the text as follows:


     "Section 2.5 Appointment of Purchaser Representative. Each Purchaser hereto
hereby irrevocably appoints SovCap Equity Advisors, Ltd., a corporation
organized under the laws of the Bahamas and a Purchaser hereunder, to act as the
sole and exclusive agent and representative (the "Representative") of such
Purchaser to act on behalf of such Purchaser and in such Purchaser's name,
place, and stead, to (i) exercise all rights of such Purchaser, and (ii) take
all action on behalf of Purchaser that may be taken by Purchaser with respect to
the collateral under this Agreement, the Bridge Notes, and the other Transaction
Agreements. Without limiting the generality of the foregoing:

          (a) The Representative shall, on behalf of all Purchasers, send all
     notices which shall or may be given by Purchasers, under the Transaction
     Agreements, declare Events of Default under this Agreement, the Bridge
     Notes, and the other Transaction Agreements, accelerate the Bridge Notes,
     rescind acceleration of the Bridge Notes, and enforce the Bridge Notes,
     this Agreement, and the other Transaction Agreements. The Representative
     reserves the right, in its sole discretion, in each instance without prior
     notice to the Purchasers, (i) to agree to the modification, waiver, or
     release of any of the terms of any of the Transaction Agreements,
     including, without limitation, the waiver or release of any of the
     conditions precedent for the purchase and sale of the Bridge Notes; (ii) to
     consent to any action or failure to act by the Company; and (iii) to
     exercise or refrain from exercising any powers, rights, or remedies that
     the Purchasers have or may have with respect to collateral under the
     Transaction Agreements; provided however, that the Representative shall
     not, without obtaining the prior written consent of each Purchaser (which
     consent shall not be unreasonably withheld or delayed), exercise any of
     such rights so as to knowingly release or waive any claim against the
     Company or any other person who may be liable with respect to the Bridge
     Notes if such action would have a materially adverse effect on the
     collection of the indebtedness evidenced by the Bridge Notes or the
     enforcement of the Transaction Agreements.

          If any Purchaser shall refuse to consent to any amendment,
     modification, waiver, release, or subordination requiring the written
     consent of the Purchasers, the Purchasers who consent to such amendment,
     modification, waiver, release, or subordination may, at their option, at
     any time thereafter (but shall not be obligated to) purchase the Bridge
     Note or Bridge Notes held by the non-consenting Purchaser or Purchasers by
     paying to such non-consenting Purchaser or Purchasers an amount equal to
     the unpaid principal and accrued but unpaid interest on the Bridge Note
     held by such non-consenting Purchaser or Purchasers.

          (b) The Representative shall collect, enforce, and bring any action on
     the Transaction Agreements and any collateral granted therein in the name
     of the Representative for the benefit of all Purchasers.

     Section 2.6 Assurances.


                                      -4-
<PAGE>

          (a) Each Purchaser hereby authorizes third parties with whom
     Representative deals in carrying out the responsibilities of Representative
     hereunder, to rely conclusively on the instructions and decisions of the
     Representative as to any action taken pursuant to and in accordance with
     the terms of this Agreement and the other Transaction Agreements without
     any further or additional approval or authorization from such Purchaser,
     including without limitation, the execution and delivery of any documents
     or instruments, or any other actions required to be taken by the
     Representative under this Agreement and the other Transaction Agreements,
     and no Purchaser shall have any cause of action against third parties with
     whom Representative deals in carrying out the responsibilities of
     Representative hereunder or under the other Transaction Agreements for any
     action taken by such third parties in reliance upon the instructions or
     decisions of the Representative;

          (b) All actions, decisions, and instructions of the Representative
     shall be conclusive and binding upon all of the Purchasers, and no
     Purchaser shall have any cause of action against the Representative for any
     actions taken, decision made or instruction given by the Representative
     under this Agreement, except for fraud or willful misconduct by
     Representative acting in such capacity hereunder.

     Section 2.7 Default and Acceleration Procedures.

          (a) Each Purchaser acknowledges and agrees that its respective rights
     in, to, and under any collateral granted in the Transaction Agreements are
     limited to the specific collateral securing the Bridge Notes purchased by
     each such Purchaser as granted by the Company pursuant to the Closing at
     which such Bridge Notes are purchased.

          (b) The Representative shall give all Purchasers written notice of any
     Event of Default under the Bridge Notes, this Agreement, or the other
     Transaction Agreements which, in the judgment of the Representative,
     adversely affects the respective interests of the Purchasers under any of
     the Transaction Agreements. In the event of any Event of Default
     thereunder, the Representative shall pursue any remedies available to
     Purchasers under the Transaction Agreements which the Representative in its
     sole discretion shall deem advisable, and Representative may also elect to
     postpone the pursuit of remedies if in its sole discretion and judgment it
     is appropriate under the circumstances to do so.

          (c) In the event proceedings are instituted for a sale under power of
     sale or a judicial foreclosure of the collateral provided under the
     Transaction Agreements, the provisions of the New York UCC, absent written
     agreement to the contrary, shall govern such proceedings and the actions
     taken pursuant thereto, as among the Representative and the Purchasers.

          (d) In the event the Representative acquires title to any of the
     collateral provided under the Transaction Agreements pursuant to a
     foreclosure or conveyance in lieu of foreclosure, title shall be taken in a
     form acceptable to the Representative and shall be held by or on behalf of
     the Representative for the benefit of only the Purchasers holding Bridge
     Notes which were secured by such collateral, in their Proportionate Share.
     The Representative shall manage such collateral in its ordinary course of
     business and in accordance with its customary practices and procedures for
     as long as such title is held in whole or in part in the name of or on
     behalf of the Representative. The Representative shall contemporaneously
     endeavor to sell such collateral on terms and conditions reasonably
     acceptable to the Representative.


                                      -5-
<PAGE>

          (e) If the Representative receives a payment after acceleration of the
     Bridge  Notes,  whether  pursuant to a demand for payment or as a result of
     legal proceedings against the Company, or from any source whatsoever,  such
     payment in respect of the specific Bridge Notes so paid shall be applied in
     the  following  order  (unless   mandated   otherwise  by  the  Transaction
     Agreements or validly by the express terms of such payment):

               (1) To the  expenses  incurred in effecting  such  recovery or in
          enforcing any right or remedy under the  Transaction  Agreements,  and
          any other expenses  theretofore incurred by the Representative and not
          previously reimbursed by the Company;

               (2) To accrued  interest,  payable by the  Company,  according to
          Purchaser's Proportionate Share of such accrued interest in respect of
          such Bridge Notes; and

               (3) To the  unpaid  principal  of such  Bridge  Notes  with  each
          Purchaser  receiving  such  Purchaser's  Proportionate  Share  of such
          principal.

          (f) The term  "Proportionate  Share"  shall  mean the  amount  of each
     Purchaser's  Bridge Note  purchased  at a specific  Closing  divided by the
     total amount of Bridge Notes purchased at such Closing.

     Section 2.8 Standard of Care of the Representative.

          (a) The  Representative  shall  endeavor  in good faith to perform all
     services and duties and exercise all powers hereunder specifically assigned
     and delegated to the Representative,  and the Representative  shall perform
     and  exercise,  and shall have the right and power to perform and exercise,
     such other services and powers as are reasonably  incidental  thereto.  The
     Representative  shall  not be liable to the  Purchasers,  however,  for any
     action or failure to act or any error of judgment, negligence,  mistake, or
     oversight by it or any of its agents,  officers,  employees,  or attorneys,
     with respect to the Transaction Agreements, provided the Representative has
     acted in good faith and has not been guilty of willful  misconduct or gross
     negligence.   Without  limiting  the  generality  of  the  foregoing,   the
     Representative  may consult with counsel or other advisors  selected by it,
     and the Representative  shall not be liable for any action taken or omitted
     to be  taken in good  faith by it in  accordance  with the  advice  of such
     counsel or other  advisors.  In performing  its  obligations  hereunder and
     under the Transaction Agreements, the Representative may rely in good faith
     on written and  telephonic  communications  received by the  Representative
     without investigating the genuineness thereof or the power and authority of
     the author of such communications.  Each Purchaser  acknowledges and agrees
     that the  Representative's  duties and obligations under this Agreement are
     administrative  and ministerial in nature,  and that the Representative has
     no fiduciary obligation to the Purchasers.

          (b)The  Representative  does not  assume,  and  shall  not  have,  any
     responsibility  or  liability,   express  or  implied,  for  the  adequacy,
     sufficiency,  validity,  collectability,  genuineness, or enforceability of
     any of the  Transaction  Agreements,  for the  financial  condition  of the
     Company, for compliance by the Company with the terms and conditions of the
     Transaction  Agreements,  or for the  accuracy  of any  financial  or other
     information  furnished  to the  Purchaser by the  Representative  or by any
     other  party.  The  Representative  shall not be required to  ascertain  or
     inquire as to the  performance  or  observance by the Company of any of the
     terms, conditions, provisions, covenants, or agreements contained in any of
     the Transaction Agreements or as to the


                                      -6-
<PAGE>

     use of the proceeds of the offering of the Bridge Notes or of the existence
     or possible existence of any Event of Default thereunder.

          (c) The  Representative  may accept  deposits from, lend money to, and
     generally  engage in any kind of banking,  trust,  financial  advisory,  or
     other business with the Company or any affiliate  thereof as if it were not
     performing  the duties  specified  herein,  and may  accept  fees and other
     consideration from the Company or affiliate for services in connection with
     such services, without having to account for the same to the Purchasers."

     Section 3.2. Provision for Updated Disclosure Schedule.  In connection with
the Second  Closing and this First  Amendment  executed  pursuant  thereto,  the
Company may in its  discretion  update its  disclosure  to Purchasers of certain
information required under Article 3 of the Purchase Agreement,  by attaching to
this First Amendment an updated Disclosure Schedule,  as indicated on Schedule 1
attached hereto and incorporated herein by reference.

     Section 3.3. No Further Amendment.  Except as specifically provided in this
First Amendment,  the Purchase Agreement and all its original terms,  covenants,
conditions,   and  agreements,   including  without   limitation  the  Company's
representations and warranties therein, shall remain in full force and effect as
originally executed by the parties thereto,  including the Purchasers  executing
Purchaser  signature pages to this First Amendment,  such execution being deemed
to be execution of the Purchase Agreement.

                            Article 4. Miscellaneous.

     Section 4.1. Entire Agreement.  Amendments.  This Agreement  supersedes all
other prior oral or written  agreements between the Purchasers under this Second
Closing,  the Company,  their affiliates and persons acting on their behalf with
respect  to the  matters  discussed  herein,  and this First  Amendment  and the
instruments  referenced  herein contain the entire  understanding of the parties
with  respect  to  the  matters  covered  herein  and  therein  and,  except  as
specifically set forth herein or therein,  neither the Company nor any Purchaser
makes any  representation,  warranty,  covenant,  or undertaking with respect to
such matters other than those contained in the Purchase Agreement,  which remain
in full force and effect as if made on the date  hereof.  No  provision  of this
First  Amendment may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.

     Section 4.2.  Governing Law. This First  Amendment shall be governed by and
interpreted in accordance  with the laws of the State of New York without regard
to the  principles of conflict of laws.  The parties agree that any  appropriate
State court located in New Castle County, Delaware or the Federal courts located
in the District of Delaware,  shall have jurisdiction of any case or controversy
arising under or in connection with this First Amendment and shall be the proper
forum in which to adjudicate such case or  controversy,  and the parties further
agree to submit to the personal jurisdiction of such court.

     Section  4.3.   Notices.   Any  notices,   consents,   waivers,   or  other
communications  required or  permitted to be given under the terms of this First
Amendment must be in writing and given as more fully provided for in Section 9.5
of the Purchase Agreement.

   [Remainder of page intentionally left blank; signatures begin on next page]


                                      -7-
<PAGE>

                             COMPANY SIGNATURE PAGE

                                       TO

                                 FIRST AMENDMENT

                                       TO

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT


                                 COMPANY

                                 COMPOSITECH, LTD.


                                 By: /s/ Samuel S. Gross
                                 ----------------------------------------------
                                      Samuel S. Gross, Executive Vice President


                                      -8-
<PAGE>

                            PURCHASER SIGNATURE PAGE

                                       TO

                     FIRST AMENDMENT TO SERIES 1 BRIDGE NOTE
                         PURCHASE AND SECURITY AGREEMENT

                                       AND

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT

                                              PURCHASER

                                              ARAB COMMERCE BANK, LTD.


                                              By:/s/ A. De Nazareth
                                                 -------------------------

                                              Name: A. De Nazareth

                                              Title: Secretary

================================================================================
                                     Arab Commerce Bank, Ltd.
Purchaser Name Address and           P.O. Box 309, Grand Cayman
Facsimile Number                     Cayman Islands
                                     London Fax No.: 0171-437-2413
--------------------------------------------------------------------------------

Principal Amount of Second           USD$100,000.00
Closing Bridge Notes Purchased

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

Purchaser's Legal Counsel
Address and
Facsimile Number

================================================================================

<PAGE>

                            PURCHASER SIGNATURE PAGE

                                       TO

                     FIRST AMENDMENT TO SERIES 1 BRIDGE NOTE
                         PURCHASE AND SECURITY AGREEMENT

                                       AND

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT

                                              PURCHASER

                                              CORRELLUS INTERNATIONAL LTD.

                                              By: /s/ Jan Lander
                                                  ------------------------

                                              Name: Jan Lander

                                              Title: Director


================================================================================
                                     Correllus International Ltd.
Purchaser Name Address and           Calle Azucera 37
Facsimile Number                     Torreblanca Del Sol
                                     296 40 Fuengirola
                                     Spain
                                     Fax No.: (34) 95 2477043
--------------------------------------------------------------------------------

Principal Amount of Second           USD$200,000.00
Closing Bridge Notes Purchased
--------------------------------------------------------------------------------

Purchaser's Legal Counsel
Address and
Facsimile Number
================================================================================

<PAGE>

                            PURCHASER SIGNATURE PAGE

                                       TO

                     FIRST AMENDMENT TO SERIES 1 BRIDGE NOTE
                         PURCHASE AND SECURITY AGREEMENT

                                       AND

              SERIES 1 BRIDGE NOTE PURCHASE AND SECURITY AGREEMENT

                                              PURCHASER

                                              SOVCAP EQUITY PARTNERS LTD.

                                              By: /s/ Barry W. Herman
                                                  ----------------------------

                                              Name: Barry W. Herman

                                              Title: President

================================================================================

                                     SOVCAP EQUITY PARTNERS LTD.
Purchaser Name Address and           Cumberland House
Facsimile Number                     #27 Cumberland Street
                                     P.O. Box CB 13016
                                     Nassau, New Providence, The Bahamas

--------------------------------------------------------------------------------
Principal Amount of Second           USD$130,000.00
Closing Bridge Notes Purchased
--------------------------------------------------------------------------------
                                     Balboni Law Group LLC
Purchaser's Legal Counsel            3475 Lenox Road, NE, Suite 990
Address and                          Atlanta, Georgia 30326  USA
Facsimile Number                     Fax No.: (404) 812-3101
================================================================================