EXHIBIT 10.49

     AGREEMENT,  made as of the 1st day of May, 1999, by and between COMPOSITECH
LTD.,  a Delaware  corporation  having its  principal  place of  business at 120
Ricefield  Lane,  Hauppauge,  New York  ("Compositech")  and  TERADYNE,  INC., a
Massachusetts corporation having its principal place of business at 321 Harrison
Avenue, Boston, Massachusetts ("Teradyne").

                              W I T N E S S E T H :

     WHEREAS,  Compositech is engaged in the  manufacture  and sale of laminates
for printed circuit boards; and

     WHEREAS,   Compositech  has  developed  a  product   designated  as  CL200+
("CL200+") for use in its business; and

     WHEREAS, Teradyne is engaged in the manufacture and sale of backplanes; and

     WHEREAS,  the product of  Compositech  designated as CL200+ is suitable for
use by Teradyne in the backplanes manufactured by it; and

     WHEREAS,  the parties hereto are desirous of entering into an agreement for
the sale to, and purchase by,  Teradyne of the product  designated as CL200+ and
for the exchange of information  and  development of the products of each of the
parties hereto;

     NOW,  THEREFORE,  upon the terms and  conditions  set forth  herein,  it is
mutually agreed by the parties hereto as follows:

     1. Definitions: As used herein, the term:

     (a) "Products" shall mean the backplanes manufactured and sold by Teradyne.

     (b)  "Contract  Year" shall be the twelve  (12)  consecutive  month  period
commencing on June 1, 1999, and ending May 31, 2000.

     (c)  "CL200+"  shall  mean  the  descriptive  name  of  the  product  being
manufactured and sold by Compositech.

     2. Purchase and Sale of CL200+:

     (a)  Compositech  shall  manufacture,  sell and  deliver to  Teradyne,  and
Teradyne shall purchase and accept from  Compositech,  CL200+ in such quantities
as Teradyne  shall require and in accordance  with the  quantities  set forth in
Exhibit "A" annexed to this Agreement. Such purchases and sales shall be for the
selling prices shown on Exhibit "B".

     (b) Teradyne  shall order the CL200+ in the quantities set forth in Exhibit
"A" for delivery  pursuant to the purchase  order (each of which shall be in the
form of the purchase order annexed hereto as Exhibit "D"). In the event Teradyne
seeks to order  CL200+  in  quantities  in excess of one  hundred  fifty  (150%)
percent  of the  minimum  requirement,  it shall  notify  Compositech  as to the
quantity desired and Compositech shall be afforded five (5) business days within
which it would be required to respond as to the  availability of such quantities
and if it responds in an affirmative manner, purchase orders shall be placed for
the  additional  quantities  under the terms and conditions set forth in Exhibit
"D".

     (c) In order to permit an  orderly  availability  of CL200+  for  Teradyne,
Compositech  shall  furnish  Teradyne  with a two  (2)  week  supply  of  CL200+
commencing  on September 1, 1999,  which shall be delivered  and  maintained  at
Teradyne's  facility in Nashua, New Hampshire,  on a consignment basis and shall
be utilized by  Teradyne as needed  within the minimum and maximum  levels to be
agreed  upon before July 1, 1999,  and to be annexed to this  Agreement  and set
forth on Exhibit "C".

     3. Price and Terms:

     (a) The initial price for CL200+ sold to Teradyne  shall be as set forth on
Exhibit  "B",  which shall  include cost of delivery to  Teradyne's  facility in
Nashua, New Hampshire.


                                       1
<PAGE>

     (b) Payment for CL200+ sold by  Compositech  to Teradyne  shall be on a net
basis within thirty (30) days from the date of delivery.

     (c) Pricing may be adjusted  upwards or  downwards  upon  agreement  of the
parties  and  pricing  is to be  negotiated  in good faith by the  parties  with
respect  to  any  renewal  periods  based  upon  a  review  by  the  parties  of
Manufacturing  Part Cost  Comparison  Data  (MPCCD),  provided by  Teradyne. * .
Compositech  shall not use this  information  for any other purpose  without the
written consent of Teradyne.

     (d) In the event Teradyne  fails to order or  Compositech  fails to deliver
the minimum  requirements  in any month as set forth in Exhibit "A",  each party
shall  have the right to make up the  shortage  within the  following  three (3)
months.  Teradyne  orders and  Compositech  deliveries  in excess of the minimum
requirements  set  forth in  Exhibit  "A" may be used to offset  shortages  on a
cumulative basis during the Contract Year.

     4. Joint Efforts: It is expressly understood and agreed between the parties
that they shall use their best efforts to optimize the  suitability  for the use
of CL200+ for the  manufacture of the Product by Teradyne and,  toward that end,
the following shall occur:

     (a) Each of the parties hereto will document and verify CL200+  performance
in  Teradyne's  Product  fabrication  process and share such  findings  with the
other.

     (b)  Compositech  shall  provide   technical   interface  to  optimize  the
production  use of CL200+ at Teradyne and, in furtherance  thereof,  each of the
parties  shall  designate  a primary  technical  contact to work with the other.
Teradyne will furnish the technical  representative  of Compositech  with office
space and communication  systems access at the Teradyne facility in Nashua,  New
Hampshire.  Such  technical  representative  will  devote at least  fifty  (50%)
percent of his time in connection with the Teradyne Product development.

     (c)  Technical  review  meetings  will  be  held on a  monthly  basis  with
attendance by appropriate technical people designated by each of the parties.

     (d) Regular management meetings will be held to review product performance,
monitor progress and evaluation of sales and marketing monthly for the first six
(6)  months   following  the   commencement  of  this  Agreement  and  quarterly
thereafter.

     (e) Teradyne  may, at its  discretion,  provide  Compositech  with customer
contacts in its Product market.  Compositech will provide Teradyne with detailed
information  regarding  Compositech's prior contact with such customers and will
schedule  joint meetings where Teradyne deems it appropriate in order to support
the conversion of use of CL200+ in the Product.

     (f) The actions described in this section do not constitute a commitment or
obligation for Teradyne to continue purchasing CL200+.

     5. Claims, Warranties and Limitations of Liability:

     (a) Compositech  expressly  warrants that CL200+ sold hereunder shall be of
merchantable  quality,  free from defects in materials and workmanship,  and fit
for their intended use for the Product and that CL200+ will be  manufactured  in
accordance with applicable federal, state and local laws, regulations and orders
and specifications.

     (b) Compositech warrants that CL200+ does not infringe on any United States
or foreign patent, or on any other right of any other person.  Compositech shall
indemnify and hold Teradyne harmless against any claim of infringement of patent
or such other  rights  relating  to the  manufacture,  sale or use of CL200+ and
shall bear all costs and expenses, including reasonable attorneys' fees, arising
from or related to any such claim.  As used herein,  the term "claim"  includes,


* This  material  has  been  omitted  pursuant  to a  request  for  confidential
treatment.  The  material  has been  filed  with  the  Securities  and  Exchange
Commission.


                                       2


<PAGE>

without  limitation,  any claim for temporary or permanent  injunctive relief in
any action for such infringement of patent or other rights.

     (c)  Teradyne  shall  give  Compositech  written  notice  of any  breach of
warranty promptly after Teradyne's discovery thereof.

     (d)  Compositech  makes no indemnity,  representation  or warranty,  either
express or implied,  with respect to the CL200+,  except for the  warranties and
indemnities  expressly  set  forth in this  paragraph  5 and in no  event  shall
Compositech  be liable to Teradyne for special or  consequential  damages beyond
the  replacement  cost of the CL200+,  except as  provided  for in the Terms and
Conditions set forth in Exhibit "D".

     6. Joint Projects:

     (a) The parties hereto shall explore joint projects on a shared cost basis
commencing June 1, 1999, or thereafter. Joint projects may result in either
Jointly Designed Technology or Solely Designed Technology

     (b)  Jointly  Designed  Technology  (including  all  rights to patent  such
Technology)  shall be jointly owned by the designing parties and Solely Designed
Technology  (including  all rights to patent  such  Technology)  shall be solely
owned by the designing party.  Jointly Designed Technology is that architecture,
product,  part,  core,  cell or element  (Technology)  created when both parties
participate  in the  invention  and Solely  Designed  Technology  is  Technology
created when only one party participates in the invention. Implementing (such as
processing a design),  funding or defining  requirements for the Technology does
not constitute  participation in the invention of that  Technology.  Compositech
and Teradyne shall cooperate in obtaining  protection for intellectual  property
rights  related to Jointly  Designed  Technology  but  neither  Compositech  nor
Teradyne  shall patent  Jointly  Designed  Technology  without the prior written
consent of the other party.

     (c) For a period of ten (10) years after the date that (i) Jointly Designed
Technology;  or (ii) Compositech  Solely Designed  Technology which is funded by
Teradyne,  is  available  for  shipment  to  Teradyne  as  released  Technology,
Compositech  grants to Teradyne all rights which  Compositech owns or has in the
Jointly Designed Technology and/or Compositech Solely Designed Technology, on an
exclusive basis, for use only within the backplane marketplace.  During this ten
(10) year exclusivity  period,  Compositech  retains all rights which it owns or
has  in  the  Jointly  Designed   Technology  and  Compositech  Solely  Designed
Technology for use in any area outside the backplane marketplace.

     (d) In the event a joint project is  terminated  prior to  availability  of
shipment of the Jointly  Designed  Technology  or  Compositech  Solely  Designed
Technology  to Teradyne as released  Technology,  the ten (10) year  exclusivity
period  in (c)  above  shall  still  apply,  commencing  on the date of  project
termination.

     (e)  Compositech  agrees  to  manufacture  and/or  sell  to  Teradyne,   on
reasonable terms,  products  developed for Teradyne,  regardless of whether they
contain Jointly Designed Technology or Solely Designed Technology.

     (f)  Compositech  and Teradyne agree that each will not,  without the prior
written  consent  of the other  party,  disclose  results  of  Jointly  Designed
Technology to third parties.  The parties will negotiate a form of nondisclosure
agreement  for each joint  project,  which will include a provision  restricting
each party from disclosing the other party's  proprietary  information or Solely
Designed Technology.


                                       3
<PAGE>

     7.  Security of Supply:  In the event  Compositech  and its Canadian  joint
venture,  Lamines  CTEK,  Inc.,  cease to produce  CL200+ or fail to produce the
minimum  commitment of CL200+ or in the event  Compositech shall file a petition
in  bankruptcy,  make an assignment  for the benefit of creditors or fail within
ninety  (90) days  from the date of the  filing of an  involuntary  petition  in
bankruptcy  against  Compositech to have such petition  dismissed  within ninety
(90) days of the date of filing such  involuntary  petition,  then,  if Teradyne
desires to manufacture CL200+, the following shall occur:

     (a)  Compositech  shall  grant a  non-exclusive  license to Teradyne to use
patents,  know-how and all other  information and rights owned by Compositech in
connection  with CL200+.  Such  license  shall be limited to the internal use by
Teradyne or a  subcontractor  of Teradyne in the  manufacture of the Product and
Teradyne  shall  not have the  right to  sublicense  any or all of such  patents
without the express written consent of Compositech.

     (b)  Compositech  will sell to Teradyne  the custom  equipment  required to
produce CL200+ at *, Compositech  shall furnish Teradyne with a schedule showing
cost of equipment within sixty (60) days from the date of this Agreement.

     (c) At the request of  Teradyne,  Compositech  will furnish  Teradyne  with
persons  knowledgeable  in the  manufacturing  technology  at an hourly fee of *
Dollars plus out-of-pocket expenses.

     (d) In order to  further  secure  the  supply  of  CL200+  to be  delivered
pursuant  to this  Agreement,  Compositech  shall  deliver  to Testa,  Hurwitz &
Thibeault,  LLP, as Escrow Agent, an engineering and operation data package with
respect to CL200+.  It is expressly  agreed and understood that such engineering
and  operation  data package will be released to Teradyne only in the event of a
breach of this  Agreement  insofar as supply of CL200+ is  concerned  and in the
further  event that such  breach  shall not be cured  within the cure period set
forth in this  Agreement.  In the event Teradyne claims such a breach exists and
seeks access to the  engineering  and operation  data package,  it shall furnish
notice in writing to the Escrow Agent and Compositech  setting forth the details
and basis for such claimed breach.  Compositech  shall have a period of ten (10)
days to object to the turnover of the engineering and operation data package. In
such event,  the Escrow  Agent shall  continue to hold same in escrow until such
time  as  it  receives  instructions  to  release  same  by  both  Teradyne  and
Compositech or until it receives  direction by a court order or a  determination
by findings from an arbitration  proceeding.  In the event such objection is not
given by  Compositech  within such ten (10) day period,  the Escrow  Agent shall
turn over the  engineering  and  operation  data package to  Teradyne,  Teradyne
agrees that in such event, it shall utilize the said package for its own use and
shall  not  license  others or sell to others  or  disclose  to others  the data
contained in such package.  Upon  termination of this  Agreement,  other than by
reason of a breach of this  Agreement  by  Compositech,  the Escrow  Agent shall
return to Compositech  the  engineering  and operation data package and Teradyne
shall have no right to use same.

* This  material  has  been  omitted  pursuant  to a  request  for  confidential
treatment.  The  material  has been  filed  with  the  Securities  and  Exchange
Commission.


                                       4
<PAGE>

     (e) As consideration for the granting of the license to utilize the patents
and know-how of  Compositech,  Teradyne  shall pay to Compositech a royalty of *
cents per square foot of CL200+  produced by Teradyne.  Teradyne  shall  furnish
Compositech  with a statement as to the quantity of CL200+ produced each quarter
and shall make payment of the royalty reflected on such statement at the time of
the delivery of the statement.  Compositech  shall have the right to inspect the
books and records of Teradyne to verify the accuracy of the  statements  and the
royalty due to it.

     (f)  Notwithstanding  the  termination  of this Agreement at the end of the
Contract  Year or any  renewal  term,  the rights of  Teradyne  pursuant  to the
license  provided for in paragraph "7" of this  Agreement  shall  continue for a
period of ten (10)  years  following  the  termination  of this  Agreement  upon
condition that Teradyne pay royalties to Compositech  pursuant to this paragraph
"7" hereof.

     Notwithstanding  anything  contained in this  paragraph "7", the failure to
deliver  the minimum  quantities  of the Product as set forth in Exhibit "A" and
delivery under this Agreement shall not initiate  Teradyne's  right to a license
in the event  Compositech  does cure such shortfall and deliveries  within three
(3) months following such shortfall.

     8.  Restriction on Exclusive  License:  Compositech  expressly  agrees that
prior to December  31, 1999,  it shall not grant an exclusive  license to permit
the use of CL200+ for the manufacture of backplanes by any printed circuit board
manufacturer.  Compositech  agrees to discuss an exclusive license with Teradyne
for CL200+ for the  manufacture  of backplanes  following the  conclusion of the
first year of this Agreement.

     9. Term: The initial term of this Agreement shall be for the Contract Year.

     10. Renewal Periods:

     This Agreement  shall be renewed  annually upon the written consent of each
of the parties,  which  consent  shall be  evidenced by written  notice at least
sixty (60) days prior to the  expiration  of a Contract  Year.  Such election to
renew shall be conditioned  upon agreement  being reached between the parties as
to the  pricing and volume of the sales to Teradyne  during such  renewal  term,
which  agreement as to pricing and volume must be determined  within thirty (30)
days following the date the election to renew is given by the parties.

     11.  Confidentiality  and Disclosure of  Information:  From the date of the
execution  of this  Agreement,  the parties  expressly  agree that the terms and
conditions of a certain  Confidentiality  Agreement,  a copy of which is annexed
hereto  as  Exhibit  "E"  shall be  incorporated  into,  and be a part of,  this
Agreement  throughout  the term of this Agreement and a period of five (5) years
beyond the termination of this Agreement.

     12.  Assignability:  This  Agreement  may not be assigned  by either  party
without the prior written  consent of the other party,  which consent may not be
unreasonably withheld. Notwithstanding the foregoing, Compositech may assign the
Agreement  to a third  party who  purchases  substantially  all of the assets of
Compositech  and who is not  competitive  with  Teradyne.  For  purposes of this
provision,  the word "competitive"  shall mean engaged in the manufacture and/or
fabrication of backplanes.

* This  material  has  been  omitted  pursuant  to a  request  for  confidential
treatment.  The  material  has been  filed  with  the  Securities  and  Exchange
Commission.


                                       5
<PAGE>

13.  Benefit:  This Agreement  shall be binding upon and inure to the benefit of
each of the parties,  their successors and assigns. In the event that the assets
and  business  of a party  shall be  transferred  to some other  corporation  or
entity,  the rights of the party  hereunder may be enforced by such other entity
in its own name.

     14.  Construction:  This  Agreement  shall be  construed  and  enforced  in
accordance with the laws of the State of New York.

     15.  Notices:  All  notices,  request,  demands  and  other  communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
delivered or mailed by certified mail, return receipt requested, or by overnight
service or by facsimile,  if to Compositech,  at 120 Ricefield Lane,  Hauppauge,
New York  11788,  with copy to  Berkman,  Henoch,  Peterson & Peddy,  P.C.,  777
Zeckendorf Boulevard, Garden City, New York 11530, Attention: Jack M. Steingart,
Esq.,  or at such  other  address  as may be  furnished  to the  other  party in
writing,  or, if to Teradyne,  at 321  Harrison  Avenue,  Boston,  Massachusetts
02118,  with copy to Teradyne Legal  Department,  321 Harrison  Avenue,  Boston,
Massachusetts  02118,  or at such other address as it may have  furnished to the
other party in writing.

     16.  Arbitration.  By execution hereof,  the parties hereto expressly agree
that upon the request of any party,  whether  made before or within  thirty (30)
days after the institution of any legal proceeding,  any action,  dispute, claim
or controversy of any kind, whether in contract or in court, statutory or common
law, legal or equitable,  arising between the parties in any way, arising out of
any of the provisions  contained in this Agreement  shall be resolved by binding
arbitration  administered by the American  Arbitration  Association (the "AAA").
Judgment  upon the award of the  arbitrators  may be entered in any court having
competent  jurisdiction.  No provision of this Agreement nor the exercise of any
agreements  hereunder  shall  limit the right of any party,  and any party shall
have the right,  during any  dispute,  to seek,  use,  and employ  ancillary  or
preliminary   remedies,   such  as,  injunctive  relief,  from  a  court  having
jurisdiction  before,  during  or after the  pendency  of any  arbitration.  The
institution  and  maintenance  of any action for  judicial  relief or pursuit of
provisional or ancillary  remedies shall not constitute a waiver of the right of
any party to submit any  dispute to  arbitration  and  render  inapplicable  the
compulsory  arbitration  provisions  hereof  within  the time  limits  set forth
herein.  The  arbitrator  shall  resolve  all  disputes in  accordance  with the
applicable  substantive law. The  arbitrator's  finding of fact shall be binding
upon all parties and shall not be subject to further  review except as otherwise
allowed by applicable law.

     17. Counterparts: This Agreement may be executed simultaneously in four (4)
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the parties have duly executed this Agreement the day
and year first above written.

                                            COMPOSITECH LTD.

                                            By: /s/ Samuel S. Gross
                                                -----------------------

                                            TERADYNE, INC.

                                            By: /s/ Ronald J. Dias
                                                -----------------------


                                       6
<PAGE>

                                    EXHIBIT A

         Purchase Quantities -       Minimum

         July              1999         *
         August            1999         *
         September         1999         *
         October           1999         *
         November          1999         *
         December          1999         *
         January           2000         *
         February          2000         *
         March             2000         *
         April             2000         *
         May               2000         *
         June              2000         *

Minimum quantities - The quantity Teradyne is obligated to purchase. However
Teradyne and Compositech will work together to accommodate fluctuations in the
conversion process flexibly responding to Teradyne or Compositech issues.

Additional purchase quantities - Compositech Ltd. will respond to a written
request for product in excess of the minimum purchase quantities plus 50%
provided for herein within 30 days. Purchase quantities, if any, in excess of *
are subject to specific price negotiation.

*    This material has been omitted pursuant to a request for confidential
     treatment. The material has been filed with the Securities and Exchange
     Commission.

<PAGE>

COMPOSITECH LTD.
EXHIBIT B - CONFIDENTIAL
Teradyne Development Contract *
Laminate Price List                              CL 200+
================================================================================
Effective January 1, 1999 -December 31, 1999     U.S. Dollars per square foot

    Thickness           Tolerance     H/H          1/1         2/1        2/2
================================================================================
     0.002        +|-   0.00025        *            *           *           *
     0.0025       +|-   0.0005         *            *           *           *
     0.0028       +|-   0.0005         *            *           *           *
     0.003        +|-   0.0005         *            *           *           *
     0.0035       +|-   0.0005         *            *           *           *
     0.004        +|-   0.0005         *            *           *           *
     0.0045       +|-   0.0005         *            *           *           *
     0.005        +|-   0.0007         *            *           *           *
     0.0055       +|-   0.0007         *            *           *           *
     0.006        +|-   0.0007         *            *           *           *
     0.007        +|-   0.001          *            *           *           *
     0.008        +|-   0.001          *            *           *           *
     0.009        +|-   0.001          *            *           *           *
     0.010        +|-   0.001          *            *           *           *
     0.011        +|-   0.001          *            *           *           *
     0.012        +|-   0.0015         *            *           *           *
     0.013        +|-   0.0015         *            *           *           *
     0.014        +|-   0.0015         *            *           *           *

     Notes:

               1.   Shipments: FOB Nashua, NH

               2.   Terms: Net 30 Days from Date of Invoice

               3.   Minimum Order: 150 square feet

               4.   Shipping tolerances on quantity ordered will be plus 5 minus
                      5 percent

               5.   Price in effect at time of shipment will apply

               6.   Emergency orders: lead time seven (7) working days

               7.   CL 200+ for use in high Tg backplanes: *% price premium

               8.   Dropoff: calculated against 36" x 48", 42" x 48" and 48" x
                    56" sheet sizes

The data above is provided for informational purposes only. Values are typical
and are not guaranteed. Compositech Ltd. reserves the right to change them
without notice at any time and for any purpose. Each user should perform his or
her own tests to determine suitability for particular applications. No warranty
is made that the data shown herein are accurate or that any product will conform
to that data, and nothing herein is to be construed to imply a license under any
Compositech Ltd. patent. COMPOSITECH LTD. EXPRESSLY DISCLAIMS ALL WARRANTIES,
EXPRESS AND IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND SUITABILITY FOR
A PARTICULAR PURPOSE.

* This material has been omitted pursuant to a request for confidential
treatment. The material has been filed with the Securities and Exchange
Commission.