Exhibit 10.10

                                COMPOSITECH LTD.
                      AMENDED AND RESTATED STOCK AWARD PLAN


     1. Purpose

     The purpose of this Stock Award Plan (the "Plan") is to provide to selected
officers,   directors,   employees  and  consultants   and  other   non-employee
individuals  providing or expected to provide valuable services  contributing to
the growth and success of Compositech  Ltd. (the  "Company"),  an opportunity to
obtain or increase a proprietary interest in the Company, or to benefit from the
appreciation  in the value of the Company's  Common  Stock,  par value $0.01 per
share (the "Common  Stock"),  as an incentive to such persons to continue and to
increase their efforts to benefit the Company and to continue their relationship
with the Company.

     2. Administration

     The Plan shall be  administered  by, and all decisions  and  determinations
concerning  the  Plan  shall be made  solely  by,  the  Award  Committee  or any
successor committee (the "Committee") appointed by the Board of Directors of the
Company  (the  "Board").  The  Committee  shall  consist  of no less than  three
"non-employee  directors," as such term is defined in Rule 16b-3(b)(3) under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"). The Committee
may establish, modify or rescind any rules or regulations for the conduct of its
business and the  administration of the Plan, in any case, not inconsistent with
the express  provisions of the Plan, the By-laws or the Restated  Certificate of
Incorporation  of the Company or any  resolutions of the Board.  Any decision of
the Committee in the administration of the Plan, shall be final,  conclusive and
binding on all persons.  Any action of the Committee shall be taken by a vote or
written  consent of a majority  of its  members  except  that the members of the
Committee  may  authorize any one or more of their number to execute and deliver
documents on behalf of the Committee. No member of the Committee shall be liable
for any action taken, or determination made, in good faith.

     3. Eligibility and Participation

     Officers,  directors  and  employees  of the Company  shall be eligible for
selection to participate  in the Plan.  Non-employee  individuals,  providing or
expected to provide  valuable  services to the  Company,  as the  Committee  may
determine,  also shall be eligible  for  selection to  participate  in the Plan.
Notwithstanding  the  foregoing,  only  persons  employed by the Company (or any
subsidiary  thereof) shall be eligible to receive  options  intended to meet the
requirements  of Section 422 of the Internal  Revenue  Code of 1986,  as amended
("Incentive Stock Options" or "ISOs"), hereunder.

     4. Awards under the Plan

     (a) "Awards" under the Plan shall mean and include any one or a combination
of ISOs, nonqualified stock options ("NQSOs," and together with ISOs, "Options")
and shares of Common Stock subject to restrictions  ("Restricted Stock"). Awards
shall be represented by, or issued  pursuant to,  agreements in such form as the
Committee  may from time to time  approve,  which  agreements  need not  contain
uniform  terms and  conditions  but shall  comply with and be subject to all the
terms,  conditions  and  restrictions  of the  Plan  ("Award  Agreements").  The
Committee  shall have the  authority to accelerate  the vesting  periods for all
Options granted by the Committee under the Plan.



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     (b) Subject to  adjustment  as provided in paragraph 7 below,  there may be
issued  under the Plan  pursuant  to Awards  an  aggregate  of not more than One
Million Six Hundred  Seventy-Five  Thousand  (1,675,000) shares of Common Stock;
provided,  however,  that if an Option shall expire or terminate  without having
been exercised in full, or if any shares of Restricted  Stock shall be forfeited
by a recipient  thereof,  any unissued shares of Common Stock which were covered
by that Award may be added to the shares  otherwise  available  for Awards to be
granted  pursuant  to the Plan.  The  Company  hereby  reserves  One Million Six
Hundred  Seventy-Five  Thousand  (1,675,000) shares of Common Stock for issuance
under the Plan.

     (c) A participant who has been awarded an Option  hereunder (an "Optionee")
(and any person  succeeding to the Optionee's  rights pursuant hereto) shall not
have any rights as a  stockholder  with  respect  to any shares of Common  Stock
issuable  pursuant  to any  Option  until  the date of the  issuance  of a stock
certificate  to the Optionee  for the shares.  Except as provided in paragraph 7
below, no adjustment shall be made for dividends,  distributions or other rights
(whether  ordinary or  extraordinary,  and whether in cash,  securities or other
property) for which the record date is prior to the date a stock  certificate is
issued.  A participant who has been awarded  Restricted  Stock hereunder  shall,
except for the  restrictions on transfer,  be the owner of such Restricted Stock
and shall have all the rights of a stockholder.

     5. Options

     Each Option  granted under the Plan shall comply with the  following  terms
and conditions:

     (a) An Option  exercise  price shall be  determined by the Committee in its
sole  discretion,  but in the case of an ISO, such  exercise  price shall be not
less than the Fair Market Value, as hereinafter  defined, of the Common Stock on
the date of grant.

     (b) The term of an Option shall be determined by the  Committee,  but in no
event shall any ISO be  exercisable  more than ten years after the date on which
it was granted.

     (c) An Option shall not be transferable  by the Optionee  otherwise than by
will or the applicable laws of descent and distribution and shall be exercisable
during the Optionee's lifetime only by the Optionee.

     (d) An Option shall not be exercisable:

          (i) prior to six months from the date it is granted;

          (ii)  unless  payment in full is made for the  shares of Common  Stock
     being  acquired  thereunder  at the time of exercise  (A) in United  States
     dollars by cash or check,  (B) by tendering to the Company shares of Common
     Stock  owned by the person  exercising  the Option and having a Fair Market
     Value  equal  to  the  cash  price  applicable  to  the  Option,  (C)  by a
     combination  of  United  States  dollars  and  shares  of  Common  Stock as
     aforesaid, or (D) with the prior approval of the Committee, by tendering to
     the Company a promissory note on which such person exercising the Option is
     personally liable and which is in a form satisfactory to the Committee; and

          (iii) unless the person exercising the Option fulfills the eligibility
     requirements in paragraph 3 above at all times during the period  beginning
     with  the  date of  grant  of the  Option  and  ending  on the date of such
     exercise,  except that each Award  Agreement  with respect to an Option may
     specify the


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     conditions and circumstances  under which an unexercised  Option may or may
     not be exercised in the event that the relationship between the Company and
     the Optionee is terminated prior to the expiration date of the Option.

     (e)  An  outstanding,   unexercised  and  unexpired   Option  shall  become
exercisable in full in the event of a "change in control" of the Company and the
Committee  may in its  discretion  provide that in such event such  outstanding,
unexercised  and unexpired  Options may be surrendered for cash in the amount by
which the fair  market  value of the  Company's  Common  Stock  subject  to such
Options  immediately  prior to the  "change in  control"  as  determined  by the
Committee  exceeds the  exercise  price of such Common  Stock at such time.  The
Committee  also has the  discretion  to provide that Options will continue to be
exercisable  following  the change in control for the  consideration  that would
have been  receivable  at the time of the change in control if the  options  had
been exercised  immediately prior thereto. A "change in control" means generally
(i) the merger or  consolidation of the Company as a result of which the Company
is not the surviving  entity,  (ii) the sale of all or substantially  all of the
assets of the Company, (iii) the acquisition by another person of 80% or more of
the then  outstanding  shares  of  Common  Stock  or (iv) the  recapitalization,
reorganization, dissolution or liquidation of the Company.

     For purposes  hereof  "Fair Market  Value" shall mean the fair market value
per share of the  Company's  Common Stock as determined by the Committee in good
faith;  provided,  however,  that if the  Company's  Common  Stock is  listed or
admitted to trading on a securities  exchange registered under the Exchange Act,
or as a national  market  security on the  National  Association  of  Securities
Dealers, Inc., Automated Quotations System ("NASDAQ") or any similar system then
in use,  the Fair Market  Value per share  shall be the average of the  reported
high and low sales  price on the date in  question  (or if there was no reported
sale on such  date,  on the last  preceding  date on  which  any  reported  sale
occurred) on the principal  securities exchange or system on which such share is
listed or  admitted  to  trading,  or if a share is not  listed or  admitted  to
trading on any such  exchange and is not listed as national  market  security on
NASDAQ  but is  quoted on NASDAQ or any  similar  system  then in use,  the Fair
Market  Value per share  shall be the  average of the  closing  high bid and low
asked quotations on such system for such share on the date in question.

     6. Restricted Stock

     An Award of Restricted  Stock hereunder shall entitle the holder thereof to
receive  shares of Common  Stock which shall be  forfeited  if the  relationship
between the Company and such holder terminates during the Restricted  Period, as
defined  below,  for any reason other than those set forth in the related  Award
Agreement.  For purposes hereof,  "Restricted  Period" shall mean that period as
determined by the Committee  during which the shares of Restricted Stock awarded
to a participant may be forfeited.  The Committee may at any time provide that a
Restricted  Period  shall  terminate  upon  the  attainment  of any  performance
objective  established  by the  Committee.  Upon  termination  of the Restricted
Period,  the shares of Restricted Stock shall be delivered to the recipient free
and clear of all such restrictions.

     7. Dilution and Other Adjustment

     In the event of any change in the outstanding shares of Common Stock of the
Company by reason of any stock split, stock dividend, recapitalization,  merger,
consolidation,  reorganization,  combination  or  exchange  of  shares  or other
similar event, the number or kind of shares issued,  or that may be issued under
the Plan pursuant to paragraph 4 above shall be  automatically  adjusted to give
effect to the  occurrence  of such event  (and,  in the case of an  Option,  the
number or kind of shares  subject to, or the Option price per share  under,  any
outstanding  Option shall be automatically  adjusted) so that the


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proportionate  interest of the  participant  shall be  maintained  as before the
occurrence of such event. Any adjustment in outstanding Options pursuant to this
paragraph 7 shall be made  without  change in the total  Option  exercise  price
applicable to the  unexercised  portion of such Options and with a corresponding
adjustment  in the Option  exercise  price per share.  No  fractional  shares of
Common Stock shall be issued pursuant to any adjustment  referred to herein, and
any fractions  resulting  from any such  adjustment  shall be eliminated in each
case by rounding  downward to the  nearest  whole  share.  Any  adjustment  made
pursuant to this paragraph 7 shall be conclusive and binding for all purposes of
the Plan.

     8. Miscellaneous

     (a) No person  shall have any claim or right to be  granted an Award  under
the Plan.  Neither the Plan nor any action taken hereunder shall be construed as
giving  any  person any right to be  retained  in any way in the  service of the
Company.

     (b) No shares of Common Stock shall be issued  hereunder unless counsel for
the Company  shall be satisfied,  that such issuance will be in compliance  with
applicable federal, state and other securities laws.

     (c) It shall be a  condition  to the  obligation  of the  Company  to issue
shares of Common  Stock upon  exercise  of an Option,  or  deliver  shares  upon
termination of a Restricted Period, as the case may be, that the participant (or
any  beneficiary or person  entitled to act under  paragraph 9 below) pay to the
Company, upon its demand, any taxes required to be withheld.

     (d) The expenses of the Plan shall be borne by the Company.

     (e)  By  accepting  any  Award  or  other  benefit  under  the  Plan,  each
participant  and each person claiming under or through him shall be conclusively
deemed to have indicated his acceptance and ratification of, and consent to, any
action taken under the Plan by the Company or the Committee.

     9. Total Disability or Death

     (a) Except as  otherwise  provided in the Award  Agreement,  if an employee
Optionee  terminates  employment  with the  Company as the  result,  in the sole
judgment of the Committee,  of his becoming totally disabled, the Optionee shall
be  entitled to  exercise  any Option to the extent his right to  exercise  such
Option  had  accrued  at the  date  of  termination  of  employment  and had not
previously been exercised,  for a period of three months after such termination,
subject, in any case, to all other provisions of the Plan.

     (b) Except as otherwise  provided in the Award  Agreement,  if the employee
Optionee should die either (i) while employed by the Company, or (ii) during any
period in which the Optionee may exercise the Option  following  termination  of
employment,  then the person or persons to whom the Optionee's  rights under the
Option shall pass by will or by the applicable laws of descent and  distribution
(including, without limitation, the executors,  administrators or other personal
representatives  of the  Optionee  or his or her  estate)  shall be  entitled to
exercise the Option to the extent his right to exercise  such Option had accrued
at the date of termination of employment and had not previously  been exercised,
for a period of twelve months from the date of such death, subject, in any case,
to all other provisions of the Plan.



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     10. Amendment or Termination

     The Plan may be  terminated at any time or amended at any time or from time
to time by the  Committee  as the  Committee  shall  deem  advisable;  provided,
however,  that except as provided in paragraph 7 above,  the  Committee may not,
without  further  approval by the  stockholders  of the  Company,  increase  the
maximum number of shares of Common Stock as to which Options may be granted,  or
awarded as Restricted Stock,  under the Plan,  materially  increase the benefits
accruing to participants  under the Plan or change the class of persons eligible
to receive  Awards under the Plan. No amendment or termination of the Plan shall
materially and adversely affect any right of any participant with respect to any
Award theretofore granted without such participant's written consent. No ISO may
be granted after the tenth anniversary of the effective date of the Plan.

     11. Effectiveness

     The Plan shall not be effective and no Award granted  hereunder  shall have
effect  unless and until the Plan has been approved and adopted by a majority in
voting power of the stockholders of the Company.



Amended June 23, 1998








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