EXHIBIT 10.50



                                                        Date __________________:

                                 PROMISSORY NOTE

For Value Received, Compositech Ltd., a Delaware corporation ("Maker"), promises
to  pay  to   _____________   ("Payee"),   the   principal   sum  of  $_________
(_____________)  ("Principal  Sum") on or before  the  ______  day from the date
hereof.  Interest  shall  accrue on the  Principal  Sum,  or the unpaid  balance
thereof, at the rate of twelve (12%) percent per annum, payable at maturity.

     In  consideration of the loan, the Payee shall receive warrants to purchase
_______ shares of Common Stock of the Maker at $___________  per share,  100% of
the closing market price on the day prior to the date hereof, exercisable within
two years from the date hereof.  The Company  will include the Stock  underlying
the  warrants or any to be issued in  conjunction  with the  default  provisions
below in a  registration  filing with the  Securities  and  Exchange  Commission
within 60 days of the date above.

     Maker shall have the right,  at any time,  and from time to time, to prepay
this Note, in whole or in part,  without  premium or penalty.  In the event that
Payee shall place this Note in the hands of an  Attorney or  otherwise  commence
any legal  action to recover  any sum due  hereunder,  Maker  shall also pay all
costs, including attorney's fees and court costs, incurred by Payee.

     The  borrower  shall be deemed to be in default of the loan if the complete
amount, plus accrued interest,  is not repaid within 10 days after maturity.  In
the event of a default,  instead of other remedy that Payee may have,  the Payee
may elect to convert all of the loan to common  stock of the Maker at the lesser
of a 50% discount to the closing bid price on the date written above,  or, a 50%
discount to the market price at the date of default (10 days after maturity).

     In the event of a default,  and in addition to any other  remedy that Payee
may have, Maker irrevocable  authorizes any Prothonotary,  Clerk of Court or any
Attorney of any Court of record to appear for Maker in such Court in term,  time
or vacation,  and confess judgment against Maker,  without process,  in favor of
Payee or any  Holder  of this Note for such  amount  as may  appear to be unpaid
hereof,  together with a reasonable attorney's fee of up to five (5%) percent of
the  amount due and owing on the  defaulted  Note,  and  consents  to  immediate
execution  upon such  judgment and hereby waives and releases the benefit of all
appraisement and inquisition of real estate, hereby voluntarily  condemning said
real estate and authorizing the entry of such condemnation upon any writ issued,
stay of execution  and all rights under the  exemption  laws of any State now in
force, or hereafter to be passed.


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     This  Note  shall be  binding  upon  Maker  and  shall be  governed  by and
construed in  accordance  with the laws of the State of New York.  This Note may
not be varied, amended of modified, except in writing, signed by Maker and Payee
or the Holder thereof.

     In Witness Whereof, Maker, intending to be legally bound hereby, has caused
this Note to be duly executed the day and year first above written.









WITNESS                                              COMPOSITECH LTD.


By_______________________________           By ___________________________
 Name:                                      Samuel S. Gross,
 Title:                                     Executive Vice President, Secretary
                                               and Treasurer



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