U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                   FORM 10-QSB

          (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2000

                                       OR

          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                                          SECURITIES EXCHANGE ACT OF 1934

        For the transition period from _______________ to _______________

                         Commission File Number 0-20701

                                COMPOSITECH LTD.
             (Exact Name of Registrant as specified in its charter)

         Delaware                                                 11-2710467
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                  120 Ricefield Lane, Hauppauge, New York 11788
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (631) 436-5200

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirement for the past 90 days. Yes _X_ No ___


     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock as of May 12, 2000:

      Common Stock $.01 par value                         19,786,477
      ---------------------------                         ----------
              Class                                    Number of shares

<PAGE>


                                COMPOSITECH LTD.


                                      Index

Part I - Financial Information                                              Page
------------------------------                                              ----

Item 1.  Financial Statements

         Balance Sheets as of March 31, 2000 (unaudited)
           and December 31, 1999...............................................2

         Statements of Operations (unaudited) for the three months
           ended March 31, 2000 and 1999...................................... 3

         Statements of Cash Flows (unaudited) for the three months
           ended March 31, 2000 and 1999.......................................4

         Notes to Financial Statements (unaudited).............................5

Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations...............................7

Part II - Other Information

Item 1.  Legal Proceedings....................................................11

Item 2.  Changes in Securities................................................11

Item 6.  Exhibits and Reports on Form 8-K.....................................12

Signature.....................................................................12

<PAGE>

                                COMPOSITECH LTD.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                                     March 31          December 31
                                                                                                       2000               1999
                                                                                                   ------------        ------------
ASSETS                                                                                             (unaudited)
<S>                                                                                                <C>                 <C>
Current assets:
  Cash and cash equivalents                                                                        $    101,110        $     73,197
  Accounts receivable trade - net                                                                                            82,783
  Inventories                                                                                             7,800              15,000
  Prepaid expenses and other                                                                             89,901              48,412
                                                                                                   ------------        ------------
        Total current assets                                                                            198,811             219,392

Property and equipment held for sale                                                                  2,000,000           2,000,000
Investment in joint venture                                                                                                 466,000
Deferred debt expense - net of accumulated amortization of $461,078                                                          49,163
Other assets and other deferred charges, net of accumulated amortization
       of $821,752 (2000) and $658,375 (1999)                                                           563,844             401,894
                                                                                                   ------------        ------------
Total assets                                                                                       $  2,762,655        $  3,136,449
                                                                                                   ============        ============

LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)
Current liabilities:
  Accounts payable                                                                                 $  1,894,586        $  1,814,421
  Deferred salaries                                                                                     142,287             152,362
  Accrued interest - $76,502 (2000) and $44,276 (1999) to stockholders                                  167,368             104,423
  Other accrued liabilities                                                                             668,163             642,762
  Loans and notes payable                                                                             2,114,072           2,976,935
  Notes payable to directors/stockholders                                                               158,333             158,333
                                                                                                   ------------        ------------
        Total current liabilities                                                                     5,144,809           5,849,236

Non-current liabilities:
  Notes payable to directors/stockholders                                                             1,420,000           1,420,000
  Deferred salaries - officers / directors                                                              936,116             913,135
  Accrued interest - directors/stockholders                                                             366,476             366,476
  Deferred licensing income                                                                                                 643,840
  Advances received                                                                                                         500,000
                                                                                                   ------------        ------------
        Total non-current liabilities                                                                 2,722,592           3,843,451


Commitments

Stockholders' (deficiency) :
  Undesignated  preferred stock;  authorized  3,799,780 shares,  none issued and
  outstanding  Series A convertible  preferred stock, par value $3.00 per share;
  authorized shares - 714,161,
    issued and outstanding shares - 379,998 (2000) and 393,997 (1999)                                 1,139,994           1,181,991
  Series C 8% convertible preferred stock, par value $0.01 per share;
    authorized shares - 200,000 issued and outstanding shares - 54,000                                  540,000             540,000
  Common stock, par value $.01 per share; authorized shares - 50,000,000,
    issued and outstanding shares - 20,503,504 (2000) and 18,023,613 (1999)                             205,035             180,236
  Additional paid-in capital                                                                         46,816,419          44,449,398
  Deficit                                                                                           (51,249,982)        (50,349,052)
                                                                                                   ------------        ------------
                                                                                                     (2,548,534)         (3,997,427)

  Less treasury shares to be received - 949,585 (2000) and 951,000 (1999)                            (1,744,388)         (1,746,987)
  Less notes receivable received for issuance of common stock                                          (811,824)           (811,824)
                                                                                                   ------------        ------------
    Total stockholders' (deficiency)                                                                 (5,104,746)         (6,556,238)
                                                                                                   ------------        ------------
Total liabilities and stockholders' (deficiency)                                                   $  2,762,655        $  3,136,449
                                                                                                   ============        ============
</TABLE>
See accompanying notes.


                                       2
<PAGE>

                                COMPOSITECH LTD.
                            STATEMENTS OF OPERATIONS
                                   (unaudited)



<TABLE>
<CAPTION>
                                                                                                        Three Months Ended
                                                                                                              March 31
                                                                                                ------------------------------------
                                                                                                    2000                   1999
                                                                                                ------------           -------------
<S>                                                                                             <C>                    <C>
Revenues:
  Sales                                                                                          $      --              $    95,980
  Licensing                                                                                             --                   12,590
                                                                                                ------------           ------------
       Total revenues                                                                                   --                  108,570
Costs and expenses:
  Manufacturing                                                                                         --                1,202,842
  Selling, general and administrative                                                                556,319                369,579
  Research and development                                                                              --                   67,386
                                                                                                ------------           ------------
      Total operating expenses                                                                       556,319              1,639,807

(Loss) from operations                                                                              (556,319)            (1,531,237)

Other income (expenses):
  Interest income                                                                                     16,507                 11,652
  Interest expense, net of interest capitalized                                                      (99,278)               (65,590)
  Amortization of debt discount and expenses                                                        (259,869)               (42,834)
  Other income (expense)                                                                              (1,971)                (4,500)
                                                                                                ------------           ------------
                                                                                                    (344,611)              (101,272)
                                                                                                ------------           ------------
(Loss) from operations before equity in operations of joint venture                                 (900,930)            (1,632,509)

Equity in operations of joint venture                                                                   --                   (5,513)
                                                                                                ------------           ------------
   Net (loss)                                                                                       (900,930)            (1,638,022)

Preferred stock dividends                                                                               --                   11,851
                                                                                                ------------           ------------
   (Loss) attributable to common stockholders                                                   ($   900,930)          ($ 1,649,873)
                                                                                                ============           ============

(Loss) per common share - basic and diluted                                                     ($      0.05)          ($      0.11)
                                                                                                ============           ============

Shares used in computing (loss) per common share                                                  18,185,433             14,627,528
                                                                                                ============           ============

</TABLE>
See accompanying notes.

                                       3
<PAGE>


                                COMPOSITECH LTD.
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                                      Three Months Ended
                                                                                                           March 31
                                                                                               -------------------------------
                                                                                                   2000               1999
                                                                                               ------------       ------------
<S>                                                                                            <C>                <C>
Cash Flows from Operating Activities

Net (loss)                                                                                     ($  900,930)       ($1,638,022)
Adjustments to reconcile net (loss) to net cash and
  cash equivalents used in operating activities:
    Depreciation and amortization, including capital leases                                          4,401            268,638
    Restructuring charges
    Loss on disposal of property and equipment
    Amortization of debt discount and expenses                                                     363,003             48,604
    Issuance of common stock as compensation to directors                                           30,500
    Equity in net (income) loss of joint venture                                                                        5,513
    Changes in operating assets and liabilities:
       Accounts receivable trade - net                                                              82,783              4,215
       Accounts receivable from joint venture                                                                         (57,232)
       Inventories                                                                                   7,200              7,154
       Prepaid expenses and other                                                                  (41,489)            27,096
       Other assets and other deferred charges                                                         810             16,500
       Accounts payable                                                                             80,165           (121,892)
       Deferred salaries                                                                            12,906             29,738
       Accrued interest                                                                             92,513             40,513
       Deferred licensing income                                                                                      (63,424)
       Other accrued liabilities                                                                    28,000             83,701
                                                                                               ------------       ------------
          Net cash and cash equivalents (used) in operating activities                            (240,138)        (1,348,898)

Cash Flows from Investing Activities

Purchase of property and equipment - net                                                                              (81,644)
Patent costs deferred                                                                               (2,637)           (10,113)
                                                                                               ------------       ------------
          Net cash and cash equivalents (used in) investing activities                              (2,637)           (91,757)

Cash Flows from Financing Activities

Net proceeds from issuance of common stock                                                          91,408          1,406,308
Net proceeds from exercise of warrants                                                             159,280
Net proceeds from loans and notes payable                                                           20,000            460,501
Payment of capital lease obligations                                                                                   (7,848)
                                                                                               ------------       ------------
        Net cash and cash equivalents provided by financing activities                             270,688          1,858,961

                                                                                               ------------       ------------
        Increase in cash and cash equivalents                                                       27,913            418,306
        Cash and cash equivalents at beginning of period                                            73,197            102,286
                                                                                               ------------       ------------
        Cash and cash equivalents at end of period                                              $   101,110        $   520,592
                                                                                               ============        ===========

Supplemental disclosures of cash flow information

2Noncash financing activities:
  Preferred Stock dividends on 7% Series B convertible preferred stock                                             $   11,851
  Issuance of common stock in repayment of promissory notes,
      including accrued interest                                                                $1,067,295
  Issuance of common stock as compensation for bridge financing                                                    $   12,500
  Issuance of common stock as compensation to directors                                         $   30,500

Cash paid for:
  Interest                                                                                      $    6,689         $   26,232
</TABLE>
See accompanying notes.

                                       4
<PAGE>

                                COMPOSITECH LTD.


                          Notes to Financial Statements
                                   (Unaudited)

                                 March 31, 2000

Note 1 - Basis of Presentation and Significant Accounting Policies

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with  the  instructions  to  Form  10-QSB  and  Article  10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  These financial statements should be read in conjunction
with the financial statements and notes thereto included in the Annual Report on
Form  10-KSB for the year ended  December  31,  1999 of  Compositech  Ltd.  (the
"Company"). In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating results for the three-month period ended March 31, 2000 are
not  necessarily  indicative  of the results  that may be expected  for the year
ended December 31, 2000.

Note 2 - Common Stock Issuances and Stock Options

     During January 2000,  pursuant to the Company's  Amended and Restated Stock
Award Plan (the "Award Plan"), the Company issued to its non-employee  directors
stock awards of 36,365 shares of its common stock,  vesting on a quarterly basis
over a one-year period, as payment of the annual $10,000 per year, per director,
retainer  for  the  year  2000  and  13,094  shares  of  its  common  stock,  as
compensation  for the 1999  meeting  attendance  of the Board of  Directors  and
related subcommittees.

         During  February 2000,  pursuant to the Award Plan, the Company granted
incentive options to its employees to purchase 600,000 shares of common stock at
$0.01 per share. These options are exercisable only in the event of a successful
transfer of the Company's  technology or financing to restart production,  while
still employed by the Company.

     During February 2000, the Compensation  Committee approved the repricing of
stock  options held by current  employees,  to an exercise  price of $1.4375 per
share,  the market price on the date  approved by the  Committee,  for all stock
options with exercise prices in excess of $1.4375 per share.  The  authorization
covered  options to purchase  584,544  shares of common stock,  of which 575,271
shares are  exercisable  as of the current date.  At March 31, 2000,  the market
price of the Company's  common stock was lower than the repriced  exercise price
and, therefore, there was no charge to earnings.

     In the three  months ended March 31,  2000,  13,999  shares of the Series A
convertible  preferred stock were converted at the existing conversion rate into
6,999 shares of common stock,  resulting in a decrease in  stockholders'  equity
relating to Series A convertible preferred

                                       5
<PAGE>

stock of $41,997,  an increase in stockholders'  equity relating to common stock
of $70 and an increase in additional paid-in capital of $41,927.

     During January 2000, in connection  with an agreement to provide  financial
public  relations and investor  relations  services,  the Company issued 500,000
shares of its common stock to a consultant.  The Company has estimated the value
of the stock at $323,500, which is being amortized over the twelve-month life of
the agreement.  This issuance  resulted in an increase in  stockholders'  equity
relating to common stock of $5,000 and an increase in additional paid-in capital
of $318,500.

     During  February 2000, in connection  with the settlement  agreement  which
terminated the Taiwan joint venture agreement, the Company issued 587,372 shares
of its  common  stock to its  former  joint  venture  partner,  resulting  in an
increase  in  stockholders'  equity  relating  to common  stock of $5,874 and an
increase in additional paid-in capital of $671,966 (see Note 3).

     During the three  months  ended March 31,  2000,  the Company  sold 158,747
shares of its common stock, in a private placement,  realizing  $91,408,  net of
expenses,  resulting in an increase in  stockholders'  equity relating to common
stock of $1,587 and an increase in additional paid-in capital of $89,821.

     During the three  months  ended March 31,  2000,  the Company  sold 141,583
shares  of its  common  stock in  connection  with  the  exercise  of  warrants,
realizing $159,280, resulting in an increase in stockholders' equity relating to
common  stock of  $1,415  and an  increase  in  additional  paid-in  capital  of
$157,865.

     During the three months ended March 31, 2000,  the Company  issued  273,442
shares  of its  common  stock  in  connection  with  the  repayment  of  certain
promissory notes payable totaling $169,167, including $20,000 which was borrowed
during January 2000,  resulting in an increase in stockholders'  equity relating
to common  stock of $2,735 and an  increase  in  additional  paid-in  capital of
$166,432.

     On March 31, 2000, the Company issued 789,563 shares of its common stock in
connection  with the conversion of the first tranche of a term note series which
totaled  $898,128,  including  accrued  interest,  resulting  in an  increase in
stockholders'  equity  relating  to common  stock of $7,896 and an  increase  in
additional paid-in capital of $890,232.

Note 3 - Joint Venture

     As of February 17, 2000,  the Company  reached a settlement  agreement with
its joint venture partner/licensee in Taiwan, which terminated the joint venture
agreement  and the license for use of the  Company's  proprietary  technology in
Taiwan.  Under the terms of the  settlement,  in  exchange  for the  issuance of
587,372 shares of its common stock to the licensee,  the Company retained the $1
million license down payment it received in 1998. Additionally,  in exchange for
returning the equity held by the Company in the  Taiwanese  joint  venture,  the
Company  retained the $500,000  advance it received to make the investment.  The
Company has  recorded  the value of the shares  issued in  connection  with this
settlement  at  $677,840,  representing  the net balance of the  accounts on its
balance sheet as of the agreement date,  relating to the investment in the joint
venture,  the deferred licensing income and the advances received on the sale of
common stock.

                                       6
<PAGE>

Note 4 - Subsequent Events

     Subsequent to March 31, 2000,  the Company sold 50,000 shares of its common
stock in a private placement to accredited  investors,  realizing  approximately
$34,500, net of expenses.

     During April 2000, the Company issued 182,558 shares of its common stock in
connection  with the repayment of certain  promissory  notes payable and accrued
interest  totaling  $106,953,  resulting in an increase in stockholders'  equity
relating to common stock of $1,826 and an increase in additional paid-in capital
of $105,127.

     On April 25, 2000, the Board of Directors for the Company's  Canadian joint
venture  approved the  dissolution  and  liquidation  of the joint  venture.  In
accordance with that action, the Company will receive back 949,585 shares of its
common stock,  which is adjusted from the 951,000  shares which were recorded as
treasury  shares to be  received in the  Company's  financial  statements  as of
December 31, 1999.

     During  May 2000,  the  holders of certain  term  notes  payable,  totaling
approximately $1,605,000 including accrued interest as of April 30, 2000, agreed
to an extension of the due date on such notes to June 2, 2000.

                                       7
<PAGE>

Item 2.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

     This Quarterly  Report on Form 10-QSB contains  forward-looking  statements
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the Securities  Exchange Act of 1934.  Actual results could differ materially
from those projected in the  forward-looking  statements as a result of a number
of important  factors.  For a discussion of important  factors that could affect
the Company's results, in addition to the discussions below, please refer to the
Company's  Annual Report on Form 10-KSB for the year ended December 31, 1999 and
the risk factors listed therein.

Overview

     Compositech Ltd. (the "Company"),  a Delaware corporation,  has developed a
proprietary   technology   for  the   manufacture  of  innovative  and  superior
copper-clad fiberglass epoxy laminates used to make printed circuit boards.

     On December 3, 1999, the Company suspended its manufacturing operations due
to a lack of adequate financing and refocused its resources on locating suitable
licensees,  joint venture partners or purchasers for its patented technology and
equipment  design.   The  Company  is  also  exploring   potential  mergers  and
acquisitions  or other strategic  transactions.  The Company has begun licensing
discussions with several potential licensees and hired  International  Licensing
Network as a  consultant.  In March 2000,  the  Company  formally  launched  its
licensing  program by sending proposals to a limited number of select candidates
supported   by   recommendation   letters  from   several   original   equipment
manufacturers and printed circuit board customers of the Company.

     The  accompanying  financial  statements  have been  prepared  assuming the
Company will continue as a going concern.  In addition to the matters  discussed
above,  the Company has incurred  recurring  operating  losses and has a working
capital  deficiency.  The Company requires,  and is negotiating for,  additional
funding from financing or other sources to satisfy its existing  liabilities and
cover future operating expenses until sufficient  revenues are generated.  Since
December 31, 1999, the Company has received limited private  placement  funding.
In addition,  the Company has initiated  discussions  with certain  creditors to
provide accommodations with regard to outstanding liabilities.  These conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  The financial statements do not include any adjustments to reflect the
possible future effects on the  recoverability  and  classification of assets or
the amounts and  classification  of liabilities that may result from the outcome
of this uncertainty.

                                       8
<PAGE>

Results of Operations

     In light of the Company's decision to suspend its manufacturing  operations
on December 3, 1999 and refocus its  resources on locating  suitable  licensees,
joint venture  partners or purchasers for its patented  technology and equipment
design,  management's  comparitive  analysis is limited to those areas for which
data is available for both periods.  During the first three months of 2000,  the
Company  did not record any sales,  manufacturing  or research  and  development
expenses.  Lease  related  obligations  of  the  idled  manufacturing  facility,
totaling  approximately  $50,000  were  charged to the  restructuring  provision
recorded as of December 31, 1999.

     Selling,  general  and  administrative  expenses  reflect  an  increase  of
$186,740,  to $556,319 for the three  months ended March 31, 2000 from  $369,579
for the three months ended March 31, 1999. Decreases in payroll related,  travel
and promotion  expenses were more than offset by an increase in non-cash charges
of  approximately  $130,000  due to  amortization  of the value of warrants  and
common  stock  issued in  exchange  for  professional  services  and $30,000 for
directors' compensation,  paid in common stock. For the three months ended March
31,  2000,  there  was  an  increase  of  approximately  $30,000  in  legal  and
professional  fees related to creditor  activities  and the pursuit of licensing
and financing  partners.  In addition,  the 1999 period  included a reduction of
approximately  $145,000 of expenses that were charged to the Company's  Canadian
joint venture, in accordance with the joint venture agreements.

     Interest expense  increased to $99,278 for the three months ended March 31,
2000 from $65,590 for the three  months  ended March 31,  1999.  The increase is
related to the borrowing cost of the term note series,  as well as the increases
in the prime  lending rate,  which  affects the interest  expense of some of the
stockholder loans and notes payable.  Amortization of debt discount and expenses
increased to $259,869 for the three months ended March 31, 2000 from $42,834 for
the three months ended March 31, 1999. The increase was comprised primarily of a
non-cash charge for debt premium of  approximately  $155,000 related to the term
note  series  as  well as an  increase  of  approximately  $53,000  of  non-cash
amortizations  of expenses related to the extension of the due dates on the term
note series.

     The foregoing resulted in the Company having a net loss of $900,930 for the
three months ended March 31, 2000 compared with  $1,632,509 for the three months
ended March 31, 1999. The decreased loss was attributable to the lower operating
costs due to the suspension of manufacturing  activities  offset partially by an
increase in the  amortization  of debt discount and expenses and other  non-cash
items.

                                       9
<PAGE>

Liquidity and Capital Resources

     The Company has incurred  significant  losses and has substantial  negative
cash flow since its inception.  The Company's independent auditors have included
an  explanatory  paragraph  in their  report  covering  the  December  31,  1999
financial  statements,  which  expresses  substantial  doubt about the Company's
ability to continue as a going concern.  The Company expects operating losses to
continue in 2000. As of March 31, 2000, the Company had  approximately  $101,000
of available  cash  resources.  However,  the Company  will  require  additional
funding to cover  current  operations,  which require  approximately  $120,000 a
month based on current  levels of  operations,  until  revenues from  licensing,
joint ventures or technology sales are sufficient.

     Current  liabilities  include   approximately   $1,658,000  of  convertible
promissory notes and term notes, which the Company anticipates will be converted
into shares of its common stock.  Non-current  liabilities include approximately
$936,000 in deferred salaries due to officers, accrued interest of approximately
$366,000  due  to   stockholders   and  notes  payable  of  $1,420,000   due  to
officers/directors, whose due dates have historically been extended in the event
the Company does not have the available cash resources to repay on the scheduled
due dates.

     The Company is negotiating for additional funding.  Such additional funding
may be raised  through  sources  including  license fees,  sales of equipment in
connection  with licensing  operations,  joint  ventures or other  collaborative
relationships,  as well as equity or debt  financing.  No assurance can be given
that funding will be sufficient  and  available or, if it is available,  that it
will be available on acceptable  terms. If additional funds are not available to
satisfy our past due accounts  payable and our  short-term or long-term  capital
requirements, we may not be able to continue as a going concern.


Three Months Ended March 31, 2000 Compared with Three Months Ended March 31,
1999

     Net cash and cash  equivalents  used in operating  activities  decreased to
$240,138 for the three months ended March 31, 2000 from $1,348,898 for the three
months ended March 31, 1999.  The decreased  level of  activities  and continued
deferral of salaries, accrued interest and other accrued liabilities contributed
to the lower use of cash during the first quarter of 2000.

     Net cash and cash  equivalents  used in  investing  activity  decreased  to
$2,637 for the three  months  ended March 31,  2000,  from $91,757 for the three
months ended March 31,  1999.  During the first  quarter of 2000,  there were no
expenditures for property and equipment,  which totaled $81,644 during the three
months ended March 31, 1999.

     Cash flows from  financing  activities  decreased to $270,688 for the three
months ended March 31, 2000,  from  $1,858,961  for the three months ended March
31,  1999.  The  primary  sources of the funds,  net of  expenses,  provided  by
financing  activities in the first quarter of 2000 were the private placement of
the  Company's  common  stock,  totaling  $91,408 and the sale of the  Company's
common stock through the exercise of warrants,  totaling  $159,280.  The primary
sources of the funds, net of expenses,  provided by financing  activities in the
first quarter of 1999 were the private  placement of the Company's common stock,
totaling  $1,406,308  and the  closing  of the first  tranche  of the term notes
series, totaling $430,000.

                                       10
<PAGE>

Part II - Other Information

Item 1. Legal Proceedings

       The Company is a party to the following legal proceedings :

1.   On April 3, 2000,  the Company  entered into a stipulation  agreement  with
     Reckson Operating  Partnership,  L.P.  ("Reckson") as a result of a summary
     proceeding  that was  instituted on March 14, 2000 in the District Court of
     the  County  of  Suffok,  NY by  Reckson  with  regard  to  non-payment  of
     approximately  $72,000  of rent and real  estate  taxes.  The  Company  and
     Reckson have agreed to a payment  schedule and to terminate  the  Company's
     lease as of June 30, 2000.

2.   On March 28,  2000,  the  Company  filed a verified  answer in regard to an
     action  commenced on January 11, 2000 in the Supreme  Court of State of New
     York by Yates Foil USA, Inc., which seeks damages of approximately $140,000
     for goods  sold and  delivered.  The  amount of the claim is accrued on the
     books of the Company as at December 31, 1999.

3.   The  Company  is also a party to  several  legal  proceedings  relating  to
     creditors which are not material.

Item 2.  Changes in Securities

     (c) Recent Sales of Unregistered Securities.
         ---------------------------------------
     During the three  months  ended March 31,  2000,  the Company  sold 158,747
shares  of its  common  stock  to  certain  accredited  investors  in a  private
placement,  for an aggregate offering of $91,408. In connection with the private
placement,  Trautman  Wasserman & Company,  Inc., the placement agent,  received
cash commissions of $8,458.

     The sales of the shares of common stock in the private  placement were made
in reliance upon the exemption  from  registration  under the  Securities Act of
1933,  as amended  (the  "Securities  Act"),  provided  by  Section  4(2) of the
Securities Act.

                                       11
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits

     Exhibit Number                                 Description

        10.70   Form of Investor Subscription Agreement between Compositech and
                certain investors in connection with a private placement of
                Compositech's common stock which had its most recent closing on
                April 13, 2000.

        10.71   Form of Amendment to Bridge Financing Notes between Compositech
                and certain investors dated March 31, 2000.

        10.72   Agreement between the Company and Sovereign Capital Advisors,
                LLC to extend the due date of a Secured Convertible Bridge
                Financing Note.

        10.73   Agreement between the Company and SovCap Equity Partners, Ltd.,
                Sovereign Capital Advisors LLC, Arab Commerce Bank, Ltd.,
                Correllus International Ltd. and Bronia GmbH dated April 21,
                2000, extending the due dates on certain Bridge Financing Notes
                till June 2, 2000.

        27      Financial Data Schedules ( Edgar version only )


(b) Reports on Form 8-K
                                                                    Financial
    Date of Report           Item Reported                      Statements Filed
    --------------    --------------------------------          ----------------
    March 7, 2000          Item 5 - Other Events                        No
                       (Announcing settlement agreement with
                         Taiwanese joint venture partners and
                         termination of merger negotiations with
                         Netdirect International Corporation.)

     All other items required in Part II have been filed previously or are not
applicable for the quarter ended March 31, 2000.


                                    Signature

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        COMPOSITECH LTD.


Dated: May 15, 2000                     /s/ Samuel S. Gross
                                        --------------------------------------
                                        Executive Vice President and Treasurer
                                       (Principal Accounting Officer and officer
                                        duly authorized to sign this report on
                                        behalf of the registrant)

                                       12
<PAGE>

                  THE TERMS OF THIS SUBSCRIPTION AGREEMENT, AS
                     SET FORTH BELOW, HAVE BEEN MODIFIED IN
                    ACCORDANCE WITH AN AGREEMENT BETWEEN THE
                           PURCHASERS AND THE COMPANY.

                                                                   EXHIBIT 10.70

                                COMPOSITECH LTD.

                         INVESTOR SUBSCRIPTION AGREEMENT
                           AND INVESTOR QUESTIONNAIRE

     THE SECURITIES OFFERED HEREBY IN THE FORM OF SHARES OF COMMON STOCK
     OF COMPOSITECH LTD. HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SHARES
     CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF
     EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY
     CONTAINED IN THIS AGREEMENT AND APPLICABLE FEDERAL AND STATE
     SECURITIES LAWS AND WILL NOT BE TRANSFERRED OF RECORD EXCEPT IN
     COMPLIANCE WITH THIS AGREEMENT AND SUCH LAWS.

                              * * * * * * *

     PLEASE REVIEW THIS SUBSCRIPTION AGREEMENT CAREFULLY. PLEASE NOTE
     THAT IN ADDITION TO SIGNING AND COMPLETING PAGE 15 OF THIS
     SUBSCRIPTION AGREEMENT, YOU ARE REQUIRED TO INITIAL THE APPLICABLE
     PARAGRAPHS OF SECTION 4.

                              * * * * * * *

Compositech Ltd.
120 Ricefield Lane
Hauppauge, NY 11788

Gentlemen:

     1. Subscription. Subject to the terms and conditions of this Subscription
Agreement, the undersigned hereby subscribes for and agrees to purchase
____________ shares of Common Stock, par value $.01 per share (the "Shares"), at
a price of $_________ per Share, of Compositech Ltd., a Delaware corporation
(the "Company"), a price agreed to between the undersigned and the Company on
the date of the purchase. The undersigned herewith delivers a certified or bank
check or wires funds, in accordance with the wire transfer instructions attached
hereto as Exhibit A, in the amount of $___________ which amount represents the
aggregate purchase price of the Shares.

     Except to the extent provided by applicable state securities laws, the
undersigned agrees that this subscription shall be irrevocable and shall survive
the death or disability of the undersigned. The undersigned further understands
that if and to the extent that this subscription is not accepted, in whole or in
part, any amount received by the Company from the undersigned

<PAGE>

will be returned to the undersigned without interest or deduction.

     2. Access to Information. The undersigned acknowledges that the Company has
made available to the undersigned, or the undersigned's personal advisors, the
opportunity to obtain additional information to evaluate the merits and risks of
the undersigned's investment in the Company.

     3. General Representations and Warranties. The undersigned hereby
represents and warrants to the Company and the other purchasers of Shares as
follows:

     (a) The Company has answered all inquiries that the undersigned has made of
         it concerning the Company, its business and financial condition or any
         other matter relating to the operation of the Company and the offer and
         sale of the Shares.

     (b) The undersigned has such knowledge and experience in financial and
         business matters in general, and financial and business matters of the
         type in which the Company will engage in particular, that the
         undersigned is capable of evaluating the merits and risks of an
         investment in the Company.

     (c) The undersigned is familiar with the nature of and risks attendant to
         an investment of this type, the undersigned is financially capable of
         bearing the economic risk of this investment and the undersigned can
         afford the loss of the total amount of the investment.

     (d) If the undersigned is a corporation, partnership, trust or other
         entity, it is duly organized and validly existing under the laws of the
         state and country of its incorporation or formation and the person
         executing this Subscription Agreement in a representative or fiduciary
         capacity has full power and authority to execute and deliver this
         Subscription Agreement in such capacity and on behalf of the
         subscribing corporation, partnership, trust or other entity. Such
         entity has full right and power to perform its obligations pursuant to
         this Subscription Agreement.

     4. Accredited Investor Status Representations and Warranties. Please
initial the applicable representation below ((a) or (b)) regarding the nature of
your status as an "Accredited Investor" as such term is defined in Rule 501(a)
of Regulation D ("Regulation D") promulgated under the Securities Act of 1933,
as amended (the "Securities Act").

     (a) INITIAL IF (i) AND (ii) BELOW ARE APPLICABLE ___________.

          (i) The undersigned is an individual who is such an "Accredited
     Investor" because: the undersigned is a director or executive officer of
     the Company; or the undersigned has a net worth, or joint net worth with
     the undersigned's spouse, in excess of $1,000,000 (which net worth includes
     the value of homes, home furnishings and automobiles); or the undersigned
     had an individual income in excess of $200,000 in each of the two most
     recent years, or joint income

                                       2
<PAGE>

     with the undersigned's spouse in excess of $300,000 in each of those years,
     and has a reasonable expectation of reaching the same income level in the
     current year; and

          (ii) The undersigned represents that the undersigned: (A) does not
     have an overall commitment to investments which are not readily marketable
     that is disproportionate to the undersigned's net worth, and that the
     undersigned's investment in the Shares will not cause such overall
     commitment to become excessive; and (B) has adequate net worth and means of
     providing for the undersigned's current needs and personal contingencies to
     sustain a complete loss of the undersigned's investment in the Company at
     the time of investment and has no need for liquidity in the undersigned's
     investment in the Shares.

OR

     (b) INITIAL IF THE FOLLOWING IS APPLICABLE: ___________.

     The undersigned is a corporation, partnership, trust, plan or other
organization, entity or institution which is an "Accredited Investor," as
defined in Regulation D.

     5. Investment Representations. The undersigned hereby represents and
warrants to the Company and the other purchasers of Shares as follows:

         (a) The undersigned understands that the Shares have not been
registered under the Securities Act or the securities laws of any state and that
the undersigned is purchasing the Shares for investment only; the undersigned
agrees and represents that the undersigned will not sell, assign, pledge or
otherwise dispose of any Shares or any portion thereof unless, in the opinion of
counsel for the Company, the same may be legally sold or disposed of without
registration or qualification under the applicable state or federal statutes, or
the Shares shall have been so registered or qualified and an appropriate
registration statement shall then be in effect; the undersigned understands that
the certificates representing the Shares will bear a legend containing the
foregoing restriction; and the undersigned understands that the undersigned must
bear the economic risk of the investment for an indefinite period of time.

         (b) The undersigned is fully aware that the Shares are being issued and
sold to the undersigned in reliance upon the exemption provided for in Section
4(2) of the Securities Act and Rule 506 promulgated thereunder and similar
exemptions provided under state securities laws on the grounds that no public
offering is involved and that the representations, warranties and agreements set
forth in this Subscription Agreement are essential to the claiming of such
exemptions.

         (c) The undersigned is purchasing the Shares with the undersigned's
personal funds and not with the funds of any other person, firm or entity; the
undersigned is acquiring the

                                       3
<PAGE>

Shares for the undersigned's personal account for investment only, and without
any intention of selling or distributing all or any part thereof; the
undersigned has no reason to anticipate any change in personal circumstances,
financial or otherwise, which would cause the undersigned to sell, distribute,
or necessitate or require any sale or distribution of the Shares; and no person
other than the undersigned has any beneficial interest in the Shares.

         (d) No representations, warranties or covenants have been made to the
undersigned by the Company or any officer, employee, agent, affiliate or
subsidiary of the Company, other than the representations, warranties and
covenants included in this Subscription Agreement.

     6. Representations, Warranties and Covenants of the Company. The Company
represents, warrants and covenants that:

         (a) The Company is duly organized, validly existing and in good
standing as a corporation under the laws of the State of Delaware.

         (b) The Company is duly qualified to do business as a foreign
corporation in good standing in each jurisdiction in which its activities or the
ownership or leasing of property require such qualification or where the failure
to so qualify would have a material adverse effect on the business, operations,
condition (financial or otherwise) or results of operations of the Company.

         (c) The outstanding shares of capital stock of the Company are duly
authorized, validly issued, fully paid and nonassessable; none of such shares
has been issued in violation of the preemptive rights of any shareholder of the
Company. The Shares, when issued in accordance with the terms thereof, will be
duly authorized, validly issued, fully paid and nonassessable; and none of the
Shares will be issued in violation of the preemptive rights of any shareholder
of the Company.

         (d) This Subscription Agreement has been duly authorized, executed and
delivered by the Company and constitutes a legal, valid and binding obligation
of the Company enforceable in accordance with its terms.

         (e) The Company is not in violation of any term or provision of (i) any
of its charter documents, including its certificate of incorporation or by-laws,
(ii) any material term or provision of any indenture, mortgage, deed of trust,
note agreement, or other agreement or instrument to which it is a party or by
which it is or may be bound or to which any of its assets, property or business
is or may be subject, (iii) any material term of any indebtedness or (iv) to the
best of the Company's knowledge, any statute or any judgment, decree, order,
rule or regulation of any court, regulatory body or administrative agency or
other federal, state or other governmental body, domestic or foreign, having
jurisdiction over its assets, property or business, which violation or
violations, either in any case or in the aggregate, might result in any material

                                       4
<PAGE>

adverse change, financial or otherwise, in its assets, properties, condition,
business, earnings or prospects, and the execution and delivery by the Company
of this Subscription Agreement, the consummation by the Company of the
transactions herein contemplated and compliance by the Company with the terms of
this Subscription Agreement will not result in any such violation.

     7. Indemnification. The undersigned agrees to indemnify and hold harmless
the Company, its officers, directors, employees, stockholders and affiliates,
and any person acting on behalf of the Company, from and against any and all
damage, loss, liability, cost and expense (including attorney's fees) which any
of them may incur by reason of the failure by the undersigned to fulfill any of
the terms and conditions of the Subscription Agreement, or by reason of any
breach of the representations, warranties and covenants made by the undersigned
herein, or in any other document provided by the undersigned to the Company. All
representations, warranties and covenants contained in this Subscription
Agreement, and the indemnification contained in this Section 7, shall survive
the acceptance of this Subscription Agreement by the Company.

     8. Transferability; Binding Effect. The undersigned hereby agrees that this
Subscription Agreement may not be sold, assigned, pledged, transferred or
otherwise disposed of, except as otherwise provided for herein, in any manner,
by the purchaser, without the prior written consent of the Company. This
Subscription Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns and the undersigned's heirs, personal
representatives, successors and permitted assigns.

     9. Acceptance of Subscription. The Company shall have the right to accept
or reject this Subscription Agreement, in whole or in part, and this
Subscription Agreement shall be deemed to be accepted only when the acceptance
attached hereto is signed by the Company.

     10. No Waiver. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by the undersigned, the undersigned
does not thereby or in any other manner waive any of the rights granted to the
undersigned under federal or state securities laws.

     11. Registration Rights

     (a) As used in this Section 11, the following terms shall have the
following meanings:

          (i) "Affiliate" shall mean, with respect to any person, any other
     person controlling, controlled by or under direct or indirect common
     control with such person (for the purposes of this definition "control,"
     when used with respect to any specified person, shall mean the power to
     direct the management and policies of such person, directly or indirectly,
     whether through ownership of voting securities, by contract or otherwise;
     and the terms

                                       5
<PAGE>

     "controlling" and "controlled" shall have meanings correlative to the
     foregoing).

          (ii) "Business Day" shall mean a day Monday through Friday on which
     banks are generally open for business in New York.

          (iii) "Holders" shall mean the undersigned and any person holding
     Registrable Securities to whom the rights under Section 11 have been
     transferred in accordance with Section 11(i).

          (iv) "Person" shall mean any person, individual, corporation,
     partnership, trust or other nongovernmental entity or any governmental
     agency, court, authority or other body (whether foreign, federal, state,
     local or otherwise).

          (v) The terms "register," "registered" and "registration" refer to the
     registration effected by preparing and filing a registration statement in
     compliance with the Securities Act, and the declaration or ordering of the
     effectiveness of such registration statement.

          (vi) "Registrable Securities" shall mean the Shares and any shares of
     common stock of the Company issued as a dividend or other distribution with
     respect to or in replacement of Shares; provided, however, that such
     securities shall only be treated as Registrable Securities if and only for
     so long as they (A) have not been disposed of pursuant to a registration
     statement declared effective by the SEC, (B) have not been sold in a
     transaction exempt from the registration requirements of the Securities Act
     so that all transfer restriction and restrictive legends with respect
     thereto are removed upon the consummation of such sale or (C) are held by a
     Holder or a permitted transferee pursuant to Section 11(i).

          (vii) "Registration Expenses" shall mean all expenses incurred by the
     Company in complying with Section 11(b) hereof, including, without
     limitation, all registration, qualification and filing fees, printing
     expenses, escrow fees, fees and expenses of counsel for the Company, blue
     sky fees and expense (for a reasonable number of states) and the expenses
     of any special audits incident to or required by any such registration (but
     excluding the fees of legal counsel for any Holder).

          (viii) "Registration Statement" shall have the meaning ascribed to
     such term in Section 11(b).

          (ix) "Registration Period" shall have the meaning ascribed to such
     term in Section 11(c).

                                       6
<PAGE>

          (x) "SEC" shall mean the U.S. Securities and Exchange Commission.

          (xi) "Selling Expenses" shall mean all underwriting discounts and
     selling commissions applicable to the sale of Registrable Securities and
     all fees and expenses of legal counsel for any Holder.

     (b) No later than 60 days after the purchase of Shares pursuant to this
Subscription Agreement (the "Filing Date"), the Company will file a registration
statement (the "Registration Statement") with the SEC and use its reasonable
best efforts to effect the registration, qualifications or compliances
(including, without limitation, the execution of any required undertaking to
file post-effective amendments, appropriate qualifications or exemptions under
applicable blue sky or other state securities laws and appropriate compliance
with applicable securities laws, requirements or regulations) as may be so
reasonably requested and as would permit or facilitate the sale and distribution
of all Registrable Securities. Notwithstanding the foregoing, the Company will
not be obligated to enter into any underwriting agreement for the sale of any of
the Shares.

     (c) All Registration Expenses incurred in connection with any registration,
qualification, exemption or compliance pursuant to Section 11(b) shall be borne
by the Company. All Selling Expenses relating to the sale of securities
registered by or behalf of Holders shall be borne by such Holders pro rata on
the basis of the number of securities so registered.

     (d) In the case of the registration, qualification, exemption or compliance
effected by the Company pursuant to this Subscription Agreement, the Company
will, upon reasonable request, inform each Holder as to the status of such
registration, qualification, exemption and compliance. At its expense the
Company will:

          (i) use its reasonable best efforts to keep such registration, and any
     qualification, exemption or compliance under state securities laws which
     the Company determines to obtain, continuously effective until at least the
     second anniversary of the Closing Date or until the Holders have completed
     the distribution described in the registration statement relating thereto,
     whichever first occurs. The period of time during which the Company is
     required hereunder to keep the Registration Statement effective is referred
     to herein as "the Registration Period." Notwithstanding the foregoing at
     the Company's election, the Company may cease to keep such registration,
     qualification or compliance effective with respect to any Registrable
     Securities and the registration rights of a Holder shall expire, at such
     time as the Holder may sell under Rule 144 under the Securities Act (or
     other exemption from registration acceptable to the Company) in a
     three-month period all Registrable Securities then held by such Holder;


                                      7
<PAGE>


          (ii) advise the Holders:

               (A) when the Registration Statement or any amendment thereto has
          been filed with the SEC and when the Registration Statement or any
          post-effective amendment thereto has become effective;

               (B) of any request by the SEC for amendments or supplements to
          the Registration Statement or the prospectus included therein or for
          additional information;

               (C) of the issuance by the SEC of any stop order suspending the
          effectiveness of the Registration Statement or the initiation of any
          proceeding for such purpose;

               (D) of the receipt by the Company of any notification with
          respect to the suspension of the qualification of the Shares included
          therein for sale in any jurisdiction or the initiation or threatening
          of any proceeding for such purpose; and

               (E) of the happening of any event that requires the making of any
          changes in the Registration Statement or the prospectus so that, as of
          such date, the statements therein are not misleading and do not omit
          to state a material fact required to be stated therein or necessary to
          make the statements therein (in the case of the prospectus, in the
          light of the circumstances under which they were made) not misleading;

          (iii) make every reasonable effort to obtain the withdrawal of any
     order suspending the effectiveness of any Registration Statement at the
     earliest possible time;

          (iv) during the Registration Period deliver to each Holder, without
     charge, as many copies of the prospectus included in such Registration
     Statement and any amendment or supplement thereto as such Holder may
     reasonably request; and the Company consents to the use, consistent with
     the provisions hereof, of the prospectus or any amendment or supplement
     thereto by each of the selling Holders of Registrable Securities in
     connection with the offering and sale of the Registrable Securities covered
     by the prospectus or any amendment or supplement thereto;

          (v) prior to any public offering of the Registrable Securities
     pursuant to any Registration Statement, register or qualify or obtain an

                                       8
<PAGE>

     exemption for offer and sale under the securities or blue sky laws of such
     jurisdictions as any such Holders reasonably request in writing, provided
     that the Company shall not for any such purpose be required to qualify
     generally to transact business as a foreign corporation in any jurisdiction
     where it is not so qualified or to consent to general service of process in
     any such jurisdiction, and do any and all other acts or things reasonably
     necessary or advisable to enable the offer and sale in such jurisdictions
     of the Registrable Securities covered by such Registration Statement;

          (vi) cooperate with the Holders to facilitate the timely preparation
     and delivery of certificates representing Registrable Securities to be sold
     pursuant to any Registration Statement free of any restrictive legends to
     the extent not required at such time and in such denomination and
     registered in such names as Holders may request at least three business
     days prior to sales of Registrable Securities pursuant to such Registration
     Statement; and

          (vii) upon the occurrence of any event contemplated by Section
     11(d)(ii)(E) above, the Company shall promptly prepare a post-effective
     amendment to the Registration Statement or a supplement to the related
     prospectus, or file any other required document so that, as thereafter
     delivered to purchasers of the Registrable Securities included therein not
     misleading, the prospectus will not include any untrue statement of a
     material fact or omit to state any material fact necessary to make the
     statements therein not misleading in the light of the circumstances under
     which they were made.

     (e) The Holders shall have no right to take any action to restrain, enjoin
or otherwise delay any registration pursuant to Section 11(b) hereof as a result
of any controversy that may arise with respect to the interpretation or
implementation of this Subscription Agreement.

          (f) (i) To the extent permitted by law, the Company will indemnify
     each Holder, each underwriter of the Registrable Securities and each person
     controlling such Holder within the meaning of Section 15 of the Securities
     Act, with respect to which any registration, qualification or compliance
     has been effected pursuant to this Subscription Agreement, against losses,
     damages and liabilities (or action in respect thereof), including any of
     the incurred in settlement of any litigation, commenced or threatened
     (subject to Section 11(f)(iii) below), arising out of or based on any
     untrue statement (or alleged untrue statement) of a material fact contained
     in any Registration Statement, prospectus or offering circular, or any
     amendment or supplement thereof, incident to any such registration,
     qualification or compliance, or based on any omission (or alleged omission)
     to state therein a material fact required to be stated therein or necessary
     to make the statements therein not misleading, in light of the
     circumstances in

                                       9
<PAGE>

     which they were made, and will reimburse each Holder, each underwriter of
     the Registrable Securities and each person controlling such Holder, for
     reasonable legal and any other expenses reasonably incurred in connection
     with investigating or defending any such claim, loss, damage, liability or
     action as incurred; provided that the Company will not be liable in any
     such case to the extent that any untrue statement or omission or allegation
     thereof is made in reliance upon and in conformity with written information
     furnished to the Company by or on behalf of such Holder and stated to be
     specifically for use in preparation of such registration statement,
     prospectus or offering circular; further provided that the indemnity
     contained in this Section 11(f)(i) shall not apply to amounts paid in
     settlement of any such claim, loss, damages, liability, action or
     proceeding if such settlement is effected without the consent of the
     Company (which consent shall not be unreasonably withheld), nor shall the
     Company be liable in any such case where the claim, loss, damage or
     liability arises out of or is related to the failure of the Holder to
     comply with the covenants and agreements contained in this Agreement with
     respect to the sales of Registrable Securities, and except that the
     foregoing indemnity agreement is subject to the conditions that insofar as
     it relates to (A) any such untrue statement or alleged untrue statement or
     omission or alleged omission made in the preliminary prospectus but
     eliminated or remedied in the amended prospectus filed with the SEC
     pursuant to Rule 424(b) or in the prospectus subject to completion and term
     sheet under Rule 434 of the Securities Act, which together meet the
     requirements of Section 10(a) of the Securities Act (the "Final
     Prospectus"), such indemnity agreement shall not inure to the benefit of
     any such Holder, any such underwriter or any such controlling person, if a
     copy of the Final Prospectus was not furnished to person or entity
     asserting the loss, liability, claim or damage at or prior to the time such
     furnishing is required by the Securities Act, and (B) any such untrue
     statement or alleged untrue statement or omission or alleged omission based
     upon information furnished to the Company by such Holder, such indemnity
     agreement shall not inure to the benefit of any such Holder, any such
     underwriter or any such controlling person;

          (ii) Each Holder will severally, if Registrable Securities held by
     such Holder are included in the securities as to which such registration,
     qualification or compliance is being effected, indemnify the Company, each
     of its directors and officers, each underwriter of the Shares and each
     person who controls the Company within the meaning of Section 15 of the
     Securities Act, against all claims, losses, damages and liabilities (or
     actions in respect thereof), including any of the foregoing incurred in
     settlement of any litigation, commenced or threatened (subject to Section
     11(f)(iii) below), arising out of or based on any untrue statement (or
     alleged untrue statement) of a material fact contained in any registration
     statement, prospectus or offering circular, or any amendment or supplement
     thereof, incident to any such registration, qualification or compliance, or
     based on any omission (or alleged omission) to state therein a material
     fact

                                       10
<PAGE>

     required to be stated therein or necessary to make the statements therein
     not misleading, in light of the circumstances in which they were made, and
     will reimburse the Company, such directors and officers, each underwriter
     of the Shares and each person controlling the Company for reasonable legal
     and any other expenses reasonably incurred in connection with investigating
     or defending any such claim, loss, damage, liability or action as incurred,
     in each case to the extent, but only to the extent, that such untrue
     statement or omission or allegation thereof is made in reliance upon and in
     conformity with written information furnished to the Company by or on
     behalf of the Holder and stated to be specifically for use in preparation
     of such registration statement, prospectus or offering circular; provided
     that the indemnity shall not apply to the extent that such claim, loss,
     damage or liability results from the fact that a current copy of the
     prospectus that was made available to the Holder was not sent or given to
     the person asserting any such claim, loss, damage or liability at or prior
     to the written confirmation of the sale of the Registrable Securities
     confirmed to such person if such current copy of the prospectus would have
     cured the defect giving rise to such loss, claim, damage or liability.
     Notwithstanding the foregoing, in no event shall a Holder be liable for any
     such claims, losses, damages or liabilities in excess of the proceeds
     received by such Holder in the offering, except in the event of fraud by
     such Holder;

          (iii) Each party entitled to indemnification under this Section 11(f)
     (the "Indemnified Party") shall give notice to the party required to
     provide indemnification (the "Indemnifying Party") promptly after such
     Indemnified Party has actual knowledge of any claim as to which indemnity
     may be sought, and shall permit the Indemnifying Party to assume the
     defense of any such claim or any litigation resulting therefrom, provided
     that counsel for the Indemnifying Party, who shall conduct the defense of
     such claim or litigation, shall be approved by the Indemnified Party (whose
     approval shall not unreasonably be withheld), and the Indemnified Party may
     participate in such defense at such Indemnified Party's expense, and
     provided further that the failure of any Indemnified Party to give notice
     as provided herein shall not relieve the Indemnifying Party of its
     obligations under this Subscription Agreement, unless such failure is
     prejudicial to the Indemnifying Party in defending such claim or
     litigation. An Indemnifying Party shall not be liable for any settlement of
     an action or claim effected without its written consent (which consent will
     not be unreasonably withheld);

          (iv) If the indemnification provided for in this Section 11(f) is held
     by a court of competent jurisdiction to be unavailable to an Indemnified
     Party with respect to any loss, liability, claim, damage or expense
     referred to therein, then the Indemnifying Party, in lieu of indemnifying
     such Indemnified Party thereunder, shall contribute to the amount paid or
     payable by

                                     11
<PAGE>

     such Indemnified Party as a result of such loss, liability, claim, damage
     or expense in such proportion as is appropriate to reflect the relative
     fault of the Indemnifying Party on the one hand and of the Indemnified
     Party on the other in connection with the statements or omissions which
     resulted in such loss, liability, claim, damage or expense as well as any
     other relevant equitable considerations. The relative fault of the
     Indemnifying Party and of the Indemnified Party shall be determined by
     reference to, among other things, whether the untrue or alleged untrue
     statement of a material fact or the omission to state a material fact
     relates to information supplied by the Indemnifying Party or by the
     Indemnified Party and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such statement or
     omission.

     (g) (i) Each Holder agrees that, upon receipt of any notice from the
     Company of the happening of any event requiring the preparation of a
     supplement or amendment to a prospectus relating to Registrable Securities
     so that, as thereafter delivered to the Holders, such prospectus will not
     contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, each Holder will forthwith discontinue
     disposition of Registrable Securities pursuant to the Registration
     Statement contemplated by Section 11(b) until its receipt of copies of the
     supplemented or amended prospectus from the Company and, if so directed by
     the Company, each Holder shall deliver to the Company all copies, other
     than permanent file copies then in such Holder's possession, of the
     prospectus covering such Registrable Securities current at the time of
     receipt of such notice;

          (ii) Each Holder agrees to suspend, upon request of the Company, any
     disposition of Registrable Securities pursuant to the Registration
     Statement and prospectus contemplated by Section 11(b) during (A) any
     period not to exceed two 30-day periods within any one 12-month period the
     Company requires in connection with a primary underwritten offering of
     equity securities and (B) any period, not to exceed one 30-day period per
     circumstance or development, when the Company determines in good faith that
     offers and sales pursuant thereto should not be made by reason of the
     presence of material undisclosed circumstances or developments with respect
     to which the disclosure that would be required in such a prospectus is
     premature, would have an adverse effect on the Company or is otherwise
     inadvisable;

          (iii) As a condition to the inclusion of its Registrable Securities,
     each Holder shall furnish to the Company such information regarding such
     Holder and the distribution proposed by such Holder as the Company may
     request in writing or as shall be required in connection with any
     registration, qualification or compliance referred to in this Section 11;

                                       12
<PAGE>

          (iv) Each Holder hereby covenants with the Company (A) not to make any
     sale of the Registrable Securities without effectively causing the
     prospectus delivery requirements under the Securities Act to be satisfied,
     and (B) if such Registrable Securities are to be sold by any method or in
     any transaction other than on a national securities exchange, in the
     over-the-counter market, in privately negotiated transactions, or in a
     combination of such methods, to notify the Company at least five business
     days prior to the date on which the Holder first offers to sell any such
     Shares;

          (v) Each Holder acknowledges and agrees that the Registrable
     Securities sold pursuant to a Registration Statement are not transferable
     on the books of the Company unless the stock certificate submitted to the
     transfer agent evidencing such Registrable Securities is accompanied by a
     certificate reasonably satisfactory to the Company to the effect that (A)
     the Registrable Securities have been sold in accordance with such
     Registration Statement and (B) the requirement of delivering a current
     prospectus has been satisfied;

          (vi) Each Holder agrees not to take any action with respect to any
     distribution deemed to be made pursuant to such Registration Statement,
     that constitutes a violation of Regulation M under the Exchange Act or any
     other applicable rule, regulation or law;

          (vii) At the end of the period during which the Company is obligated
     to keep the Registration Statement current and effective as described
     above, the Holders of Registrable Securities included in the Registration
     Statement shall discontinue sales of shares pursuant to such Registration
     Statement upon receipt of notice from the Company of its intention to
     remove from registration the shares covered by such Registration Statement
     which remain unsold, and such Holders shall notify the Company of the
     number of shares registered which remain unsold immediately upon receipt of
     such notice from the Company.

     (h) With a view to making available to the Holders the benefits of certain
rules and regulations of the SEC which at any time permit the sale of the
Registrable Securities to the public without registration, the Company agrees to
use its reasonable best efforts to:

          (i) make and keep public information available, as those terms are
     understood and defined in Rule 144 under the Securities Act, at all times;

          (ii) file with the SEC in a timely manner all reports and other
     documents required of the Company under the Exchange Act; and

                                       13
<PAGE>

          (iii) so long as a Holder owns any unregistered Registrable
     Securities, furnish to such Holder upon any reasonable request a written
     statement by the Company as to its compliance with Rule 144 under the
     Securities Act, and of the Exchange Act, a copy of the most recent annual
     or quarterly report of the Company, and such other reports and documents of
     the Company as such Holder may reasonably request in availing itself of any
     rule or regulation of the SEC allowing a Holder to sell any such securities
     without registration.

     (i) The rights to cause the Company to register Registrable Securities
granted to the Holders by the Company under Section 11(a) may be assigned in
full by a Holder, provided that such transfer may otherwise be effected in
accordance with applicable securities laws; (ii) such Holder gives prior written
notice to the Company; and (iii) such transferee agrees to comply with the terms
and provisions of this Subscription Agreement, and such transfer is otherwise in
compliance with this Subscription Agreement. Except as specifically permitted by
this Section 11(i), the rights of a Holder with respect to Registrable
Securities as set out herein shall not be transferable to any other Person, and
any attempted transfer shall cause all rights of such Holder therein to be
forfeited.

     (j) With the written consent of the Company and the Holders holding at
least a majority of the Registrable Securities that are then outstanding, any
provision of this Section 11 may be waived (either generally or in a particular
instance, either retroactively or prospectively and either for a specified
period of time or indefinitely) or amended. Upon the effectuation of each such
waiver or amendment, the Company shall promptly give written notice thereof to
the Holders, if any, who have not previously received notice thereof or
consented thereto in writing.

     12. Acknowledgment. The undersigned acknowledges that the undersigned has
carefully read and fully understands this Subscription Agreement and its
representations.

     13. Governing Law. This Subscription Agreement shall be governed by and
construed in accordance with the laws of the State of New York with the
exception of the choice of law provisions thereof.

     14. Counterparts. This Subscription Agreement shall be executed through the
use of separate signature pages or in any number of counterparts, and each of
such counterparts shall, for all purposes, constitute one agreement binding on
all parties.

                                       14
<PAGE>


     IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this     day of
              ----         ------------, -----.


                                            -------------------------------
                                            (Purchaser's Name)


                                            -------------------------------
                                            (Purchaser's Signature)



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

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

                                            -------------------------------
                                            (Purchaser's Address)



                                            -------------------------------
                                            (Purchaser's Social Security or
                                            Taxpayer Identification Number)



                                            $------------------------------
                                            Subscription Amount



                                            -------------------------------
                                            (Purchaser's Telephone Number)



15
<PAGE>


                                   ACCEPTANCE


     The undersigned hereby accepts the foregoing Subscription Agreement
this      day of               ,        .
     -----        -------------  -------


Compositech Ltd.


By:
   --------------------------------------

Name:
   --------------------------------------

Title:
   --------------------------------------



                                       16
<PAGE>

                                                                   Exhibit 10.71


                               FIRST AMENDMENT TO
                                COMPOSITECH LTD.
                     SERIES 1 BRIDGE FINANCING NOTE S1BFN-_


     THIS FIRST AMENDMENT TO SERIES 1 BRIDGE FINANCING NOTE S1BFN-8 (the
"Amendment") is made and entered into as of the 31st day of March, 2000, by and
between COMPOSITECH LTD., a Delaware corporation ("Maker" or the "Company")
and.,______________ ("Holder"). Capitalized terms used and not otherwise defined
herein shall the meanings ascribed to them in the Restated Bridge Note (as
defined below).

                                   Background

     Pursuant to the Purchase Agreement, Maker has previously issued, sold, and
delivered to Holder that certain Series 1 Bridge Financing Note, designated
S1BFN-__ (the "Original Bridge Note"), originally issued ______________ to
Holder in the original principal amount of US$____________ and due to mature one
hundred eighty days thereafter. Subsequently, the Original Bridge Note was
amended without additional consideration to extend the maturity date and restate
the principal amount (the "Restated Bridge Note"), and Holder exchanged the
Original Bridge Note for the Restated Bridge Note in the original principal
amount of US$_____________. Maker and Holder now desire to modify and amend the
Restated Bridge Note to provide for an extension to the Maturity Date to allow
the Company to file its registration statement with respect to the shares of
common stock underlying the Restated Bridge Note and Attached Repricing Warrant.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged,  Maker and Holder do hereby agree
to amend the Restated Bridge Note as follows:

                  ARTICLE 1. Amendment of Restated Bridge Note

     Section 1.1 Change of Maturity Date. The introductory paragraph of the
Restated Bridge Note shall be modified and amended by striking the date "March
31, 2000" in the seventh line and inserting into the seventh line in place of
such date the following: "April 21, 2000", so that the defined term "Maturity
Date" is redefined and definitively established as April 21, 2000.

     Section 1.2 Provisions for Interest Unchanged. The provisions in the
Restated Bridge Note for interest at the Note Rate up to the Maturity Date, as
now defined in Section 1.1 of this Amendment, and for interest at the Default
Rate thereafter, shall remain in full force and effect.

                            ARTICLE 2. Miscellaneous

     Section 2.1 Entire Agreement; Amendments. This Amendment supersedes all
other prior oral or written agreements between Holder, Maker, and their
respective affiliates and persons acting on their behalf with respect to the
matters specifically referred to herein, and this 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 Maker nor Holder makes any representation, warranty,
covenant, or undertaking with respect to such matters other than those contained
in the Restated Bridge Note or the Purchase Agreement, which remain in full
force and effect as

                                      -1-
<PAGE>

if made on the date hereof. No provision of this Amendment may be waived or
amended other than by an instrument in writing signed by the party to be charged
with enforcement.

     Section 2.2 Governing Law. This Amendment shall be governed by and
interpreted in accordance with the laws of the State of New York without regard
to its 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 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 2.3 Notices. Any notices, consents, waivers, or other
communications required or permitted to be given under the terms of this
Amendment must be in writing and given as more fully provided for in the
Restated Bridge Note and in Section 9.5 of the Purchase Agreement.


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


                                      -2-
<PAGE>


                                SIGNATURE PAGE TO
                                 FIRST AMENDMENT
                                       TO
                         SERIES 1 BRIDGE FINANCING NOTE
                                    S1BFN-__

     IN WITNESS WHEREOF, the Company as Maker under the Restated Bridge Note and
Holder have caused their duly authorized officers or agents to execute this
Amendment as of the day and year first written above.


                                  MAKER


                                  COMPOSITECH LTD.


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

Attest:

------------------------
Assistant Secretary



                                  HOLDER


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


                                  By:
                                      ------------------------------------------


                                  Name:
                                       -----------------------------------------


                                  Title:----------------------------------------

Attest/Witness:

-------------------------
Name:
     --------------------

Title:
     --------------------


                                      -3-
<PAGE>

                                                                   Exhibit 10.72


                                                   March 31, 2000

Sovereign Capital Advisors, LLC
3340 Peachtree Road, NE, Suite 2320
Atlanta, Georgia 30326
Facsimile:
Attention: Mr. Paul D. Hamm



Dear Sirs:

     Reference is made to the Series 1 Bridge Note Purchase and Security
Agreement, dated March 16, 1999, by and among Compositech Ltd. and the
Purchasers listed therein (the "Note Purchase Agreement"), as amended by that
certain First Amendment to the Series 1 Bridge Note Purchase and Security
Agreement, dated April 21, 1999 and executed by the Company and certain
Purchasers in connection with the Second Closing (the "First Amendment"), that
certain Second Amendment to the Series1 Bridge Note Purchase and Security
Agreement, dated July 28, 1999, and executed by the Company and certain
Purchasers in connection with the Third Closing (the "Second Amendment") and
that certain Letter Agreement, dated November 22, 1999, and executed by the
Company and the Purchasers (the "Letter Agreement", together with the Note
Purchase Agreement, the First Amendment and the Second Amendment, the "Purchase
Agreement"). Defined terms, used but not defined herein, have the meanings
ascribed thereto in the Purchase Agreement.

     The parties hereto agree that the Secured Convertible Bridge Financing Note
of Compositech Ltd. in the amount of $98,327.00 issued to Sovereign Capital
Advisors, LLC (the "Placement Agent") on October 4, 1999 to evidence the
placement fee owed to the Placement Agent as part of the cancellation of the
original Bridge Notes and issuance of replacement Bridge Notes on October 4,
1999 (the "Placement Note") be amended by striking the date "March 31, 2000" in
the seventh line of the Placement Note and inserting into the seventh line in
place of such date "June 2, 2000" so that the defined term "Maturity Date" is
redefined and definitively established as June 2, 2000.

     The provisions of the Placement Note for interest at the Note Rate up to
the Maturity Date, as now defined in this Agreement, and for interest at the
Default Rate thereafter, shall remain in full force and effect.

     This Agreement supersedes all other prior oral or written agreements
between the Company and the Placement Agent and their respective affiliates and
persons acting on their behalf with respect to the matters specifically referred
to herein, and this Agreement 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 the Placement Agent make any representation, warranty, covenant or

<PAGE>

undertaking with respect to such matters other than those contained in the
Placement Note or the Placement Agency Agreement, dated March 16, 1999, by and
between the Company and the Placement Agent (the "Placement Agency Agreement")
which remain in full force and effect as if made on the date hereof. No
provision of this Agreement may be waived or amended other than by an instrument
in writing signed by the party to be charged with enforcement.

     All notices and other communications hereunder shall be in writing and
shall be delivered as provided for in the Placement Agency Agreement, as
follows:

                  If to the Placement Agent to:

                       Sovereign Capital Advisors, LLC
                       3340 Peachtree Road, N.E.
                       Suite 2320
                       Atlanta, Georgia 30326
                       Attention: Don Odom
                       Tel: (404) 814-3737
                       Fax: (404) 812-3738

                  With a copy to:

                       Balboni Law Group, LLC
                       3475 Lenox Road
                       Suite 990
                       Atlanta, Georgia 30326
                       Attention: Geraldo M. Balboni II, Esq.
                       Tel: (404) 812-3100
                       Fax: (404) 812-3101

                  If to the Company to:

                       Compositech Ltd.
                       120 Ricefield Lane
                       Hauppauge, New York 11788
                       Attention: Samuel S. Gross
                       Facsimile Number: (631) 436-5203



                  With a copy to:

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


<PAGE>


     This Agreement shall be governed by the laws of the State of New York
without regard to the conflicts of law doctrine of such state.

     This Agreement may be executed in counterparts, each of which shall
constitute an integral original part of one and the same original instrument.

     If the foregoing correctly sets forth the understanding among us, please
indicate your agreement and acceptance by signing below.


                                   Sincerely,


                                   COMPOSITECH LTD.


                                   By:
                                      ---------------------------------
                                       Samuel Gross
                                       Executive Vice President


Acknowledged, agreed and accepted by the undersigned:

SOVEREIGN CAPITAL ADVISORS, LLC


By:
   -----------------------------
       Authorized Signatory


<PAGE>


                                                                   Exhibit 10.73


                                                   April 21, 2000

SovCap Equity Partners, Ltd.
Sovereign Capital Advisors, LLC
3340 Peachtree Road, NE, Suite 2320
Atlanta, Georgia 30326
Facsimile (404) 814-3738
Attention: Mr. Paul D. Hamm

Arab Commerce Bank, Ltd.
P.O. Box 309, Grand Cayman
Cayman Islands
Facsimile: 0171-437-2413
Attention: A. De Nazareth

Correllus International Ltd.
Calle Azucera 37
Torreblanca Del Sol
296 40 Fuengirola, Spain
Facsimile: (34) 95-2477043
Attention: Jan Lander

Bronia GmbH
Baarerstrasse 73, Postfach 2515
6302 Zug, Switzerland
Facsimile:
Attention: Bernard Muller

Dear Sirs:

     Reference is made to the Series 1 Bridge Note Purchase and Security
Agreement, dated March 16, 1999, by and among Compositech Ltd. and the
Purchasers listed therein (the "Note Purchase Agreement"), as amended by that
certain First Amendment to the Series 1 Bridge Note Purchase and Security
Agreement, dated April 21, 1999 and executed by the Company and certain
Purchasers in connection with the Second Closing (the "First Amendment"), that
certain Second Amendment to the Series 1 Bridge Note Purchase and Security
Agreement, dated July 28, 1999, and executed by the Company and certain
Purchasers in connection with the Third Closing (the "Second Amendment") and
that certain Letter Agreement, dated November 22, 1999, and executed by the
Company and the Purchasers (the "Letter Agreement", together with the Note
Purchase Agreement, the First Amendment and the Second Amendment, the "Purchase
Agreement"). Defined terms, used but not defined herein, have the meanings
ascribed thereto in the Purchase Agreement or the Restated Bridge Notes (as
defined below).

<PAGE>



     The parties hereto agree that the following Restated Bridge Notes, dated as
of October 4, 1999, as amended by the First Amendment to each of these Restated
Bridge Notes, dated March 31, 2000, in the following denominations and in the
name of the following Purchasers (collectively, the "Restated Bridge Notes"),
are hereby amended by striking the date "April 21, 2000" in the seventh line and
inserting into the seventh line in place of such date "June 2, 2000" so that
the defined term "Maturity Date" is redefined and definitively established as
June 2, 2000:

     SovCap Equity Partners, Ltd.         $189,025.00 S1BFN-8
     Correllus International Ltd.         $290,808.00 S1BFN-9
     Arab Commerce Bank Ltd.              $145,404.00 S1BFN-10
     Bronia GmbH                          $334,500.00 S1BFN-11
     SovCap Equity Partners, Ltd.         $267,600.00 S1BFN-12

     The provisions of the Restated Bridge Notes for interest at the Note Rate
up to the Maturity Date, as now defined in this Agreement, and for interest at
the Default Rate thereafter, shall remain in full force and effect.

     This Agreement supersedes all other prior oral or written agreements
between the Purchasers, the Company and their respective affiliates and persons
acting on their behalf with respect to the matters specifically referred to
herein, and this Agreement and the instruments referenced herein along with the
Transaction Agreements 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 the Purchasers make any
representation, warranty, covenant or undertaking with respect to such matters
other than those contained in the Restated Bridge Notes or the Purchase
Agreement, which remain in full force and effect as if made on the date hereof.
No provision of this Agreement may be waived or amended other than by an
instrument in writing signed by the party to be charged with enforcement.

     All  notices  and other  communications  hereunder  shall be in writing and
shall be delivered as provided for in the Purchase Agreement, as follows:

     If to a Purchaser to the address as set forth below such Purchaser's name
as set forth on their respective Purchaser Signature Page to the Purchase
Agreement;

     With a copy to:

     Sovereign Capital Advisors, LLC
     3340 Peachtree Road, N.E.
     Suite 2265
     Atlanta, Georgia 30326
     Attention: Paul Hamm or Don Odom
     Tel: (404) 814-3737
     Fax: (404) 812-3738

     If to the Company to:

     Compositech Ltd.
     120 Ricefield Lane
     Hauppauge, New York 11788
     Attention: Samuel S. Gross
     Facsimile Number: (631) 436-5203

     With a copy to:

     Patterson, Belknap, Webb & Tyler LLP

<PAGE>

     1133 Avenue of the Americas
     New York, New York 10036
     Attention: Edward F. Cox
     Facsimile Number (212) 336-2222

     This Agreement shall be governed by the laws of the State of New York
without regard to the conflicts of law doctrine of such state.

     This Agreement may be executed in counterparts, each of which shall
constitute an integral original part of one and the same original instrument.

     If the foregoing correctly sets forth the understanding among us, please
indicate your agreement and acceptance by signing below.


                                   Sincerely,


                                   COMPOSITECH LTD.


                                   By:
                                      --------------------------------
                                       Samuel Gross
                                       Executive Vice President


Acknowledged, agreed and accepted by the undersigned:

SOVCAP EQUITY PARTNERS LTD.


By:
   -----------------------------
      Authorized Signatory


ARAB COMMERCE BANK, LTD.


By:
   --------------------------------
      Authorized Signatory

<PAGE>

CORRELLUS INTERNATIONAL LTD.


By:
   --------------------------------
      Authorized Signatory


BRONIA GMBH


By:
   --------------------------------
      Authorized Signatory

 SOVEREIGN CAPITAL ADVISORS, LLC


By:
   --------------------------------
      Authorized Signatory