EXHIBIT 10.52

                          REGISTRATION RIGHTS AGREEMENT


     THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated as of  November 5, 1999 (this
"Agreement"),  by and between  Compositech  Ltd., a Delaware  corporation,  with
principal executive offices located at 120 Ricefield Lane,  Hauppauge,  New York
11788 (the "Company"), and The Shaar Fund Ltd. (the "Initial Investor").

     WHEREAS,  upon the terms and subject to the  conditions  of the  Securities
Purchase  Agreement  dated as of even date herewith,  by and between the Initial
Investor and the Company (the "Securities Purchase Agreement"),  the Company has
agreed to issue and sell to the Initial  Investor (i) 54,000  shares of Series C
8%  Convertible  Preferred  Stock,  par value  $0.01 per  share  (the  "Series C
Preferred Shares") which, upon the terms of and subject to the conditions of the
Company's  Certificate of Designation of Series C 8% Convertible Preferred Stock
(the "Certificate of Designation"), are convertible into shares of the Company's
common stock,  par value $0.01 per share (the "Common  Stock"),  and (ii) Common
Stock Purchase Warrants (the "Warrants") to purchase shares of Common Stock; and

     WHEREAS,  to induce  the  Initial  Investor  to  execute  and  deliver  the
Securities Purchase Agreement, the Company has agreed to provide with respect to
the Common  Stock  issued or issuable in lieu of cash  dividend  payments on the
Series C Preferred Shares,  upon conversion of the Preferred Shares and exercise
of the Warrants certain registration rights under the Securities Act;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein,  the parties  hereto,  intending to be legally bound,  hereby
agree as follows:

     1. Definitions

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

          (i)  "Affiliate,"  of any specified  Person means any other Person who
     directly,  or indirectly through one or more intermediaries,  is in control
     of, is  controlled  by, or is under common  control  with,  such  specified
     Person.  For  purposes of this  definition,  control of a Person  means the
     power,  directly or  indirectly,  to direct or cause the  direction  of the
     management  and policies of such Person  whether by  contract,  securities,
     ownership or otherwise;  and the terms  "controlling" and "controlled" have
     the respective meanings correlative to the foregoing.

          (ii)  "Closing  Date" means the date and time of the issuance and sale
     of the Series C Preferred Shares and the Warrants.

          (iii) "Commission" means the Securities and Exchange Commission.



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          (iv)  "Current  Market Price" on any date of  determination  means the
     closing bid price of a share of the Common Stock on such day as reported on
     the Nasdaq SmallCap Market  ("Nasdaq");  provided,  if such security is not
     listed or admitted to trading on the Nasdaq,  as reported on the  principal
     national  security  exchange or quotation  system on which such security is
     quoted or listed or  admitted  to  trading,  or, if not quoted or listed or
     admitted  to trading  on any  national  securities  exchange  or  quotation
     system,  the  closing bid price of such  security  on the  over-the-counter
     market on the day in question as  reported  by  Bloomberg  LP, or a similar
     generally accepted reporting service, as the case may be.

          (v)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
     amended, and the rules and regulations of the Commission thereunder, or any
     similar successor statute.

          (vi) "Investor"  means each of the Initial Investor and any transferee
     or assignee of Registrable  Securities  which agrees to become bound by all
     of the terms and provisions of this Agreement in accordance  with Section 8
     hereof.

          (vii) "Person" means any individual, partnership, corporation, limited
     liability company, joint stock company, association,  trust, unincorporated
     organization, or a government or agency or political subdivision thereof.

          (viii)   "Prospectus"   means  the  prospectus   (including,   without
     limitation,  any  preliminary  prospectus  and any final  prospectus  filed
     pursuant to Rule 424(b) under the Securities Act,  including any prospectus
     that discloses  information  previously  omitted from a prospectus filed as
     part of an effective  registration statement in reliance on Rule 430A under
     the Securities Act) included in the Registration  Statement,  as amended or
     supplemented by any prospectus  supplement with respect to the terms of the
     offering  of any  portion  of the  Registrable  Securities  covered  by the
     Registration  Statement and by all other amendments and supplements to such
     prospectus,  including  all  material  incorporated  by  reference  in such
     prospectus and all documents filed after the date of such prospectus by the
     Company under the Exchange Act and incorporated by reference therein.

          (ix) "Public  Offering" means an offer  registered with the Commission
     and the  appropriate  state  securities  commissions  by the Company of its
     Common Stock and made pursuant to the Securities Act.

          (x) "Registrable Securities" means the Common Stock issued or issuable
     (i) in lieu of cash  dividend  payments on the Series C  Preferred  Shares,
     (ii) upon  conversion or  redemption of the Preferred  Shares or (iii) upon
     exercise of the Warrants;  provided, however, a share of Common Stock shall
     cease to be a Registrable  Security for purposes of this  Agreement when it
     no longer is a Restricted Security.

          (xi)  "Registration  Statement" means a registration  statement of the
     Company filed on an appropriate form under the Securities Act providing for
     the  registration  of, and the sale on a continuous or delayed basis by the
     holders of, all of the


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<PAGE>

     Registrable  Securities  pursuant  to Rule 415  under the  Securities  Act,
     including the Prospectus  contained therein and forming a part thereof, any
     amendments  to  such   registration   statement  and  supplements  to  such
     Prospectus,  and  all  exhibits  to  and  other  material  incorporated  by
     reference in such registration statement and Prospectus.

          (xii) "Restricted  Security" means any share of Common Stock issued or
     issuable  in lieu of cash  dividend  payments  on the  Series  C  Preferred
     Shares,  upon conversion or redemption of the Preferred  Shares or exercise
     of the Warrants except any such share that (i) has been registered pursuant
     to an effective registration statement under the Securities Act and sold in
     a manner  contemplated  by the  prospectus  included  in such  registration
     statement,  (ii)  has  been  transferred  in  compliance  with  the  resale
     provisions of Rule 144 under the Securities Act (or any successor provision
     thereto) or is transferable pursuant to paragraph (k) of Rule 144 under the
     Securities Act (or any successor provision thereto), or (iii) otherwise has
     been  transferred  and a new share of Common  Stock not subject to transfer
     restrictions under the Securities Act has been delivered by or on behalf of
     the Company.

          (xiii)  "Securities Act" means the Securities Act of 1933, as amended,
     and the rules and regulations of the Commission thereunder,  or any similar
     successor statute.

     (b) All  capitalized  terms used and not defined herein have the respective
meaning assigned to them in the Securities Purchase Agreement.

     2. Registration

     (a) Filing and Effectiveness of Registration  Statement.  The Company shall
prepare  and file with the  Commission  not later than 30 days after the Closing
Date a Registration  Statement relating to the offer and sale of the Registrable
Securities  in the amount of 1,250,000  shares of Common Stock and shall use its
best  efforts to cause the  Commission  to declare such  Registration  Statement
effective  under the Securities  Act as promptly as practicable  but in no event
later than 120 days after the Closing Date.  The Company shall promptly (and, in
any  event,  no  more  than  24  hours  after  it  receives  comments  from  the
Commission),  notify the Buyer when and if it  receives  any  comments  from the
Commission on the  Registration  Statement  and promptly  forward a copy of such
comments, if they are in writing, to the Buyer. At such time after the filing of
the  Registration  Statement  pursuant to this  Section  2(a) as the  Commission
indicates,  either  orally or in writing,  that it has no further  comments with
respect  to such  Registration  Statement  or that it is  willing  to  entertain
appropriate  requests for  acceleration of  effectiveness  of such  Registration
Statement,  the Company shall promptly,  and in no event later than two business
days after  receipt of such  indication  from the  Commission,  request that the
effectiveness of such Registration  Statement be accelerated within two business
days of the Commission's receipt of such request. Except as set forth on Exhibit
A hereto, the Company shall not include any other securities in the Registration
Statement  relating  to the offer and sale of the  Registrable  Securities.  The
Company  shall  notify  the  Initial   Investor  by  written  notice  that  such
Registration  Statement has been declared  effective by the Commission within 24
hours of such declaration by the Commission.



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     (b)  Registration  Default.  If the  Registration  Statement  covering  the
Registrable  Securities  required to be filed by the Company pursuant to Section
2(a), is not (i) filed with the Commission within 30 days after the Closing Date
or (ii) declared  effective by the Commission  within 120 days after the Closing
Date (either of which, without duplication, an "Initial Date"), then the Company
shall make the payments to the Initial Investor as provided in the next sentence
as liquidated damages and not as a penalty. The amount to be paid by the Company
to the Initial  Investor  shall be  determined as of each  Computation  Date (as
defined  below),  and such amount shall be equal to 2% (the  "Liquidated  Damage
Rate") of the Purchase Price (as defined in the Securities  Purchase  Agreement)
from the Initial  Date to the first  Computation  Date and for each  Computation
Date  thereafter,  calculated  on a pro rata  basis  to the  date on  which  the
Registration  Statement is filed with (in the event of an Initial Date  pursuant
to clause (i) above) or declared  effective  by (in the event of an Initial Date
pursuant to clause (ii) above) the Commission (the "Periodic  Amount") provided,
however,  that in no event shall the  liquidated  damages be less than  $25,000;
provided,  further,  however, that if the Registration Statement is not declared
effective by the Commission  within 210 days after the Initial Date set forth in
clause  (ii)  above,  then the  Liquidated  Damage  Rate shall  increase  to 4%;
provided, further, however, that the Liquidated Damage Rate shall increase by 1%
for each 30 day period  after the 210th day after the Initial  Date set forth in
clause (ii) above that the Registration  Statement is not declared  effective by
the  Commission.  The full  Periodic  Amount shall be paid by the Company to the
Initial  Investor by wire transfer of immediately  available  funds within three
days after each Computation Date.

     As used in this Section 2(b), "Computation Date" means the date which is 30
days after the Initial Date and, if the  Registration  Statement  required to be
filed by the Company  pursuant to Section 2(a) has not theretofore been declared
effective  by the  Commission,  each date  which is 30 days  after the  previous
Computation Date until such Registration Statement is so declared effective.

     (c)  Eligibility  for Use of Form S-3. The Company agrees that at such time
as it meets all the  requirements  for the use of  Securities  Act  Registration
Statement on Form S-3 it shall file all reports and  information  required to be
filed  by it with the  Commission  in a timely  manner  and take all such  other
action so as to maintain such eligibility for the use of such form.

     (d)  Additional  Registration  Statement.  In the event the Current  Market
Price  declines  to $0.50 per share or less and each  time  thereafter  that the
Current  Market Price  declines by 20% (each such date, a "Decline  Date"),  the
Company  shall,  to the extent  required  by the  Securities  Act  (because  the
additional shares were not covered by the Registration  Statement filed pursuant
to Section  2(a)),  as reasonably  determined by the Initial  Investor,  file an
additional Registration Statement (an "Additional  Registration Statement") with
the Commission for such additional number of Registrable  Securities as would be
issuable upon  conversion  of the Preferred  Shares and exercise of the Warrants
(the  "Additional  Registrable  Securities")  in  addition  to those  previously
registered,  assuming  (x) with  respect  to the first  Additional  Registration
Statement,  a  Conversion  Price of $0.50 per share and (y) with respect to each
succeeding  Additional  Registration  Statement,  a Conversion Price of 20% less
than the  Conversion  Price  assumed with respect to the  immediately  preceding
Additional Registration Statement.  The Company shall, to the extent required by
the Securities Act, as reasonably  determined by the


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<PAGE>

Initial  Investor,  prepare and file with the Commission not later than the 30th
day thereafter,  a Registration Statement relating to the offer and sale of such
Additional  Registrable  Securities  and shall use its best efforts to cause the
Commission to declare such Registration Statement effective under the Securities
Act as  promptly  as  practicable  but not later  than 60 days  thereafter.  The
Company  shall not include any other  securities in the  Registration  Statement
relating to the offer and sale of such Additional Registrable Securities.

     If  the  Additional  Registration  Statement  is not  (i)  filed  with  the
Commission  within 30 days after the Decline Date or (ii) declared  effective by
the Commission  within 90 days after the Decline Date (either of which,  without
duplication, an "Additional Registration Date"), then the Company shall make the
payments  to the  Initial  Investor  at the  Liquidated  Damage  Rate  from  the
Additional  Registration  Date to the first Additional  Computation Date and for
each Additional  Computation Date thereafter,  calculated on a pro rata basis to
the date on which the  Additional  Registration  Statement is filed with (in the
event of an  Additional  Registration  Date  pursuant  to clause  (i)  above) or
declared effective by (in the event of an Additional  Registration Date pursuant
to  clause  (ii)  above)  the  Commission  (the  "Additional  Periodic  Amount")
provided,  however,  that in no event shall the liquidated  damages be less than
$25,000;  provided,  further,  however,  that  if  the  Additional  Registration
Statement is not declared  effective by the Commission within 120 days after the
Additional Registration Date set forth in clause (ii) above, then the Liquidated
Damage  Rate  shall  increase  to  4%;  provided,  further,  however,  that  the
Liquidated  Damage Rate shall  increase  by 1% for each 30 day period  after the
120th day after the Additional  Registration Date set forth in clause (ii) above
that the  Additional  Registration  Statement is not  declared  effective by the
Commission.  The full Additional Periodic Amount shall be paid by the Company to
the Initial  Investor by wire  transfer of  immediately  available  funds within
three days after each Additional Computation Date.

     As used in this Section 2(d), "Additional  Computation Date" means the date
which is 30 days after the Additional  Registration  Date and, if the Additional
Registration  Statement  required  to be filed by the  Company  pursuant to this
Section 2(d) has not theretofore been declared effective by the Commission, each
date which is 30 days after the previous Additional  Computation Date until such
Additional Registration Statement is so declared effective.

          (e) (i) If the  Company  proposes  to  register  any of its  warrants,
     Common Stock or any other  shares of common stock of the Company  under the
     Securities  Act (other  than a  registration  (A) on Form S-8 or S-4 or any
     successor  or similar  forms,  (B)  relating  to Common  Stock or any other
     shares of common stock of the Company  issuable  upon  exercise of employee
     share options or in connection with any employee benefit or similar plan of
     the Company or (C) in connection  with a direct or indirect  acquisition by
     the Company of another Person or any transaction with respect to which Rule
     145 (or any successor provision) under the Securities Act applies), whether
     or not for sale for its own  account,  it will each such time,  give prompt
     written notice at least 20 days prior to the anticipated filing date of the
     registration  statement  relating to such  registration  to each  Investor,
     which notice shall set forth such Investor's rights under this Section 3(e)
     and  shall  offer  such  Investor  the   opportunity  to  include  in  such
     registration  statement  such  number  of  Registrable  Securities  as such
     Investor may request.  Upon the written request


                                      -5-
<PAGE>

     of any  Investor  made  within 10 days after the receipt of notice from the
     Company (which  request shall specify the number of Registrable  Securities
     intended to be disposed of by such Investor), the Company will use its best
     efforts  to  effect  the  registration  under  the  Securities  Act  of all
     Registrable  Securities  that the Company has been so requested to register
     by each Investor,  to the extent requisite to permit the disposition of the
     Registrable Securities so to be registered;  provided, however, that (A) if
     such registration  involves a Public Offering,  each Investor must sell its
     Registrable Securities to any underwriters selected by the Company with the
     consent of such  Investor on the same terms and  conditions as apply to the
     Company  and (B)  if,  at any  time  after  giving  written  notice  of its
     intention to register any Registrable Securities pursuant to this Section 3
     and prior to the  effective  date of the  registration  statement  filed in
     connection  with such  registration,  the Company  shall  determine for any
     reason not to register such Registrable Securities,  the Company shall give
     written  notice to each Investor and,  thereupon,  shall be relieved of its
     obligation to register any  Registrable  Securities in connection with such
     registration.  The  Company's  obligations  under this  Section  2(e) shall
     terminate  on the  date  that  the  registration  statement  to be filed in
     accordance with Section 2(a) is declared effective by the Commission.

          (ii) If a registration pursuant to this Section 2(e) involves a Public
     Offering and the managing  underwriter thereof advises the Company that, in
     its view, the number of shares of Common Stock, Warrants or other shares of
     Common Stock that the Company and the  Investors  intend to include in such
     registration  exceeds  the  largest  number of  shares  of Common  Stock or
     Warrants  (including  any other  shares of Common  Stock or Warrants of the
     Company) that can be sold without  having an adverse  effect on such Public
     Offering (the "Maximum  Offering  Size"),  the Company will include in such
     registration  only such number of shares of Common  Stock or  Warrants,  as
     applicable, as does not exceed the Maximum Offering Size, and the number of
     shares in the Maximum  Offering Size shall be allocated  pro-rata among the
     Investors, the Company and any other sellers of Common Stock or Warrants in
     such  Public  Offering  ("Third-Party  Sellers").  If,  as a result  of the
     proration provisions of this Section 2(e)(ii), any Investor is not entitled
     to include  all such  Registrable  Securities  in such  registration,  such
     Investor  may elect to  withdraw  its  request to include  any  Registrable
     Securities in such registration.  With respect to registrations pursuant to
     this  Section  2(e),  the number of  securities  required  to  satisfy  any
     underwriters'  over-allotment  option shall be allocated among the Company,
     the  Investors  and any  Third  Party  Seller  pro rata on the basis of the
     relative number of securities  offered for sale under such  registration by
     each of the Investors,  the Company and any such Third Party Sellers before
     the exercise of such over-allotment option.


     3. Obligations of the Company

     In connection  with the  registration of the  Registrable  Securities,  the
Company shall:



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     (a)  Promptly  (i) prepare  and file with the  Commission  such  amendments
(including   post-effective   amendments)  to  the  Registration  Statement  and
supplements  to the  Prospectus  as may be  necessary  to keep the  Registration
Statement  continuously  effective and in compliance  with the provisions of the
Securities  Act applicable  thereto so as to permit the Prospectus  forming part
thereof to be current and useable by  Investors  for resales of the  Registrable
Securities  for a period of five years  from the date on which the  Registration
Statement is first declared  effective by the Commission (the "Effective  Time")
or such shorter period that will terminate when all the  Registrable  Securities
covered  by the  Registration  Statement  have been  sold  pursuant  thereto  in
accordance with the plan of distribution provided in the Prospectus, transferred
pursuant to Rule 144 under the  Securities  Act or  otherwise  transferred  in a
manner that  results in the delivery of new  securities  not subject to transfer
restrictions under the Securities Act (the "Registration  Period") and (ii) take
all  lawful  action  such that each of (A) the  Registration  Statement  and any
amendment  thereto  does  not,  when it  becomes  effective,  contain  an untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein or necessary to make the statements  therein,  not misleading and
(B) the Prospectus forming part of the Registration Statement, and any amendment
or  supplement  thereto,  does not at any time  during the  Registration  Period
include an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances under which they were made, not misleading.

     (b) During the  Registration  Period,  comply  with the  provisions  of the
Securities Act with respect to the Registrable Securities of the Company covered
by the  Registration  Statement  until  such  time  as all of  such  Registrable
Securities  have been  disposed of in  accordance  with the intended  methods of
disposition by the Investors as set forth in the Prospectus  forming part of the
Registration Statement;

     (c) (i)  Prior  to the  filing  with  the  Commission  of any  Registration
Statement (including any amendments thereto) and the distribution or delivery of
any Prospectus  (including any  supplements  thereto),  provide (A) draft copies
thereof to the Investors and reflect in such  documents all such comments as the
Investors (and their counsel)  reasonably may propose and (B) to the Investors a
copy of the  accountant's  consent  letter to be included in the filing and (ii)
furnish to each  Investor  whose  Registrable  Securities  are  included  in the
Registration  Statement  and its legal counsel  identified  to the Company,  (A)
promptly  after the same is prepared  and publicly  distributed,  filed with the
Commission,  or received by the Company, one copy of the Registration Statement,
each Prospectus,  and each amendment or supplement thereto,  and (B) such number
of copies of the Prospectus and all amendments and supplements  thereto and such
other documents,  as such Investor may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Investor;

     (d) (i)  Register  or qualify  the  Registrable  Securities  covered by the
Registration  Statement  under  such  securities  or  "blue  sky"  laws  of such
jurisdictions  as  the  Investors  who  hold  a   majority-in-interest   of  the
Registrable  Securities being offered reasonably request,  (ii) prepare and file
in such jurisdictions such amendments (including post-effective  amendments) and
supplements  to such  registrations  and  qualifications  as may be necessary to
maintain the effectiveness  thereof at all times during the Registration Period,
(iii) take all such other lawful  actions as may be  necessary to maintain  such
registrations and  qualifications in effect


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at all times during the Registration Period, and (iv) take all such other lawful
actions reasonably necessary or advisable to qualify the Registrable  Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection  therewith or as a condition thereto to (A) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d),  (B) subject  itself to general  taxation in any such
jurisdiction  or (C) file a general  consent  to  service of process in any such
jurisdiction;

     (e) As promptly as practicable  after becoming aware of such event,  notify
each  Investor  of the  occurrence  of any  event,  as a  result  of  which  the
Prospectus included in the Registration  Statement,  as then in effect, includes
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the  circumstances  under  which they were made,  not  misleading,  and
promptly  prepare an amendment to the  Registration  Statement and supplement to
the  Prospectus  to correct such untrue  statement  or  omission,  and deliver a
number of copies of such  supplement  and  amendment  to each  Investor  as such
Investor may reasonably request;

     (f) As promptly as practicable  after becoming aware of such event,  notify
each Investor who holds  Registrable  Securities being sold (or, in the event of
an  underwritten  offering,  the managing  underwriters)  of the issuance by the
Commission  of any stop order or other  suspension of the  effectiveness  of the
Registration  Statement at the earliest possible time and take all lawful action
to effect  the  withdrawal,  recession  or  removal  of such stop order or other
suspension;

     (g)  Cause  all the  Registrable  Securities  covered  by the  Registration
Statement  to be listed  on the  principal  national  securities  exchange,  and
included in an inter-dealer quotation system of a registered national securities
association, on or in which securities of the same class or series issued by the
Company are then listed or included;

     (h) Maintain a transfer agent and registrar,  which may be a single entity,
for  the  Registrable  Securities  not  later  than  the  effective  date of the
Registration Statement;

     (i)  Cooperate  with the Investors who hold  Registrable  Securities  being
offered to facilitate the timely  preparation and delivery of  certificates  for
the Registrable  Securities to be offered pursuant to the registration statement
and  enable  such  certificates  for the  Registrable  Securities  to be in such
denominations  or amounts,  as the case may be, as the Investors  reasonably may
request and  registered in such names as the Investor may request;  and,  within
three business days after a registration  statement  which includes  Registrable
Securities  is declared  effective  by the  Commission,  deliver and cause legal
counsel  selected  by the  Company  to  deliver  to the  transfer  agent for the
Registrable   Securities  (with  copies  to  the  Investors  whose   Registrable
Securities  are  included  in  such   registration   statement)  an  appropriate
instruction and, to the extent necessary, an opinion of such counsel;

     (j) Take all such other lawful actions reasonably necessary to expedite and
facilitate the disposition by the Investors of their  Registrable  Securities in
accordance with the intended methods  therefor  provided in the Prospectus which
are customary under the circumstances;



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     (k) Make generally available to its security holders as soon as practicable
after (i) the  effective  date (as defined in Rule 158(c)  under the  Securities
Act)  of the  Registration  Statement,  and  (ii)  the  effective  date  of each
post-effective  amendment to the Registration  Statement, as the case may be, an
earnings  statement of the Company and its  subsidiaries  complying with Section
11(a) of the  Securities  Act and the rules and  regulations  of the  Commission
thereunder;

     (1)  In  the  event  of  an  underwritten  offering,  promptly  include  or
incorporate  in a  Prospectus  supplement  or  post-effective  amendment  to the
Registration  Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all required filings of such Prospectus  supplement or post-effective  amendment
as soon as  practicable  after it is  notified  of the matters to be included or
incorporated in such Prospectus supplement or post-effective amendment;

     (m)  (i)  Make  reasonably  available  for  inspection  by  Investors,  any
underwriter  participating  in any  disposition  pursuant  to  the  Registration
Statement,  and  any  attorney,  accountant  or  other  agent  retained  by such
Investors or any such  underwriter  all relevant  financial  and other  records,
pertinent   corporate   documents   and   properties  of  the  Company  and  its
subsidiaries,  and (ii) cause the Company's officers, directors and employees to
supply  all  information  reasonably  requested  by such  Investors  or any such
underwriter,  attorney,  accountant or agent in connection with the Registration
Statement, in each case, as is customary for similar due diligence examinations;
provided,  however,  that  all  records,  information  and  documents  that  are
designated  in  writing  by  the  Company,   in  good  faith,  as  confidential,
proprietary  or  containing  any material  nonpublic  information  shall be kept
confidential by such Investors and any such underwriter, attorney, accountant or
agent (pursuant to an appropriate  confidentiality  agreement in the case of any
such  holder or agent),  unless  such  disclosure  is made  pursuant to judicial
process in a court  proceeding  (after first  giving the Company an  opportunity
promptly  to seek a  protective  order  or  otherwise  limit  the  scope  of the
information  sought to be  disclosed)  or is required  by law, or such  records,
information or documents  become  available to the public generally or through a
third party not in violation of an accompanying  obligation of  confidentiality;
and  provided,  further,  that,  if the  foregoing  inspection  and  information
gathering would otherwise  disrupt the Company's  conduct of its business,  such
inspection and information  gathering shall, to the maximum extent possible,  be
coordinated on behalf of the Investors and the other parties entitled thereto by
one firm of counsel  designed  by and on behalf of the  majority  in interest of
Investors and other parties;

     (n) In connection with any underwritten offering, make such representations
and warranties to the Investors  participating in such underwritten offering and
to the managers,  in form,  substance and scope as are  customarily  made by the
Company to underwriters in secondary underwritten offerings;

     (o) In  connection  with any  underwritten  offering,  obtain  opinions  of
counsel  to the  Company  (which  counsel  and  opinions  (in  form,  scope  and
substance)  shall be reasonably  satisfactory to the managers)  addressed to the
underwriters,  covering  such  matters as are  customarily  covered in  opinions
requested in secondary  underwritten offerings (it being agreed that the matters
to be covered by such opinions shall include, without limitation, as of the date
of


                                      -9-
<PAGE>

the opinion and as of the Effective Time of the  Registration  Statement or most
recent  post-effective  amendment thereto,  as the case may be, the absence from
the  Registration   Statement  and  the  Prospectus,   including  any  documents
incorporated by reference therein,  of an untrue statement of a material fact or
the omission of a material  fact  required to be stated  therein or necessary to
make the  statements  therein  (in the case of the  Prospectus,  in light of the
circumstances  under which they were made) not misleading,  subject to customary
limitations);

     (p) In connection  with any  underwritten  offering,  obtain "cold comfort"
letters and updates  thereof  from the  independent  public  accountants  of the
Company (and, if  necessary,  from the  independent  public  accountants  of any
subsidiary  of the Company or of any business  acquired by the Company,  in each
case for which  financial  statements and financial data are, or are required to
be,  included in the  Registration  Statement),  addressed  to each  underwriter
participating  in such  underwritten  offering (if such underwriter has provided
such letter,  representations  or documentation,  if any, required for such cold
comfort  letter to be so addressed),  in customary form and covering  matters of
the type  customarily  covered  in "cold  comfort"  letters in  connection  with
secondary underwritten offerings;

     (q) In connection with any  underwritten  offering,  deliver such documents
and certificates as may be reasonably required by the managers, if any; and

     (r) In the event that any  broker-dealer  registered under the Exchange Act
shall  be an  "Affiliate"  (as  defined  in Rule  2729(b)(1)  of the  rules  and
regulations of the National  Association of Securities Dealers,  Inc. (the "NASD
Rules") (or any successor  provision thereto)) of the Company or has a "conflict
of interest" (as defined in Rule  2720(b)(7) of the NASD Rules (or any successor
provision  thereto)) and such broker-dealer  shall underwrite,  participate as a
member  of  an  underwriting  syndicate  or  selling  group  or  assist  in  the
distribution  of  any  Registrable   Securities   covered  by  the  Registration
Statement,  whether  as a  holder  of  such  Registrable  Securities  or  as  an
underwriter,  a  placement  or sales  agent or a broker  or  dealer  in  respect
thereof, or otherwise,  the Company shall assist such broker-dealer in complying
with the requirements of the NASD Rules, including,  without limitation,  by (A)
engaging a "qualified  independent  underwriter" (as defined in Rule 2720(b)(15)
of the NASD Rules (or any successor  provision  thereto)) to  participate in the
preparation  of  the  Registration   Statement   relating  to  such  Registrable
Securities,  to exercise usual standards of due diligence in respect thereof and
to recommend  the public  offering  price of such  Registrable  Securities,  (B)
indemnifying  such  qualified  independent  underwriter  to  the  extent  of the
indemnification of underwriters  provided in Section 5 hereof, and (C) providing
such  information  to such  broker-dealer  as may be  required in order for such
broker-dealer to comply with the requirements of the NASD Rules.

     4. Obligations of the Investors

     In connection  with the  registration of the  Registrable  Securities,  the
Investors shall have the following obligations:

     (a) It shall be a condition  precedent to the obligations of the Company to
complete  the  registration  pursuant  to this  Agreement  with  respect  to the
Registrable Securities of


                                      -10-
<PAGE>

a  particular  Investor  that such  Investor  shall  furnish to the Company such
information  regarding  itself,  the  Registrable  Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities
and shall execute such  documents in connection  with such  registration  as the
Company  may  reasonably  request.  As  least  seven  days  prior  to the  first
anticipated filing date of the Registration Statement,  the Company shall notify
each Investor of the  information  the Company  requires from each such Investor
(the  "Requested  Information")  if such  Investor  elects  to  have  any of its
Registrable Securities included in the Registration  Statement.  If at least two
business days prior to the anticipated  filing date the Company has not received
the Requested Information from an Investor (a "Non-Responsive  Investor"),  then
the Company may file the Registration  Statement without  including  Registrable
Securities of such  Non-Responsive  Investor and have no further  obligations to
the Non-Responsive Investor;

     (b) Each Investor by its acceptance of the Registrable Securities agrees to
cooperate with the Company in connection  with the preparation and filing of the
Registration Statement hereunder,  unless such Investor has notified the Company
in writing of its election to exclude all of its Registrable Securities from the
Registration Statement; and

     (c) Each Investor  agrees that, upon receipt of any notice from the Company
of the occurrence of any event of the kind described in Section 3(e) or 3(f), it
shall immediately discontinue its disposition of Registrable Securities pursuant
to the Registration  Statement  covering such Registrable  Securities until such
Investor's  receipt of the  copies of the  supplemented  or  amended  Prospectus
contemplated  by Section 3(e) and, if so directed by the Company,  such Investor
shall  deliver to the Company (at the  expense of the  Company) or destroy  (and
deliver  to the  Company  a  certificate  of  destruction)  all  copies  in such
Investor's  possession,  of the Prospectus covering such Registrable  Securities
current at the time of receipt of such notice.

     5. Expenses of Registration

     All expenses,  other than underwriting discounts and commissions,  incurred
in connection with registrations,  filings or qualifications pursuant to Section
3,  but  including,   without  limitation,   all  registration,   listing,   and
qualifications fees, printing and engraving fees,  accounting fees, and the fees
and  disbursements  of counsel for the Company,  and the reasonable  fees of one
firm of counsel to the  holders of a majority  in  interest  of the  Registrable
Securities shall be borne by the Company.

     6. Indemnification and Contribution

     (a) The Company  shall  indemnify  and hold harmless each Investor and each
underwriter,   if  any,  which   facilitates   the  disposition  of  Registrable
Securities,  and each of their respective officers and directors and each person
who controls  such Investor or  underwriter  within the meaning of Section 15 of
the  Securities  Act or Section 20 of the  Exchange  Act (each such person being
sometimes  hereinafter referred to as an "Indemnified  Person") from and against
any losses,  claims,  damages or  liabilities,  joint or several,  to which such
Indemnified  Person may become  subject under the  Securities  Act or otherwise,
insofar as such losses,  claims,


                                      -11-
<PAGE>

damages or liabilities (or actions in respect thereof) arise out of or are based
upon an  untrue  statement  or  alleged  untrue  statement  of a  material  fact
contained in any  Registration  Statement or an omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein,  not  misleading,  or arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Prospectus  or an omission or alleged  omission to state therein a material fact
required to be stated  therein or necessary to make the statements  therein,  in
the light of the circumstances  under which they were made, not misleading;  and
the  Company  hereby  agrees  to  reimburse  such  Indemnified  Person  for  all
reasonable  legal  and  other  expenses  incurred  by  them in  connection  with
investigating  or defending  any such action or claim as and when such  expenses
are  incurred;  provided,  however,  that the Company shall not be liable to any
such  Indemnified  Person in any such  case to the  extent  that any such  loss,
claim,  damage  or  liability  arises  out of or is  based  upon  (i) an  untrue
statement  or  alleged  untrue  statement  made in, or an  omission  or  alleged
omission from, such Registration Statement or Prospectus in reliance upon and in
conformity with written information furnished to the Company by such Indemnified
Person  expressly  for use therein or (ii) in the case of the  occurrence  of an
event of the type specified in Section 3(e), the use by the  Indemnified  Person
of an outdated or  defective  Prospectus  after the Company has provided to such
Indemnified  Person an updated  Prospectus  correcting  the untrue  statement or
alleged  untrue  statement or omission or alleged  omission  giving rise to such
loss, claim, damage or liability.

     (b)  Indemnification  by the  Investors  and  Underwriters.  Each  Investor
agrees,  as a consequence of the inclusion of any of its Registrable  Securities
in a Registration Statement, and each underwriter, if any, which facilitates the
disposition  of  Registrable   Securities  shall  agree,  as  a  consequence  of
facilitating  such  disposition  of  Registrable  Securities,  severally and not
jointly,  to  (i)  indemnify  and  hold  harmless  the  Company,  its  directors
(including any person who, with his or her consent, is named in the Registration
Statement  as a director  nominee of the  Company),  its  officers  who sign any
Registration  Statement and each person, if any, who controls the Company within
the  meaning  of either  Section 15 of the  Securities  Act or Section 20 of the
Exchange Act,  against any losses,  claims,  damages or liabilities to which the
Company or such other persons may become  subject,  under the  Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon an untrue  statement or alleged
untrue statement of a material fact contained in such Registration  Statement or
Prospectus or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein  (in light of the  circumstances  under which they were
made,  in the  case of the  Prospectus),  not  misleading,  in each  case to the
extent,  but only to the extent,  that such untrue  statement or alleged  untrue
statement  or omission  or alleged  omission  was made in  reliance  upon and in
conformity with written  information  furnished to the Company by such holder or
underwriter  expressly for use therein;  provided,  however, that no Investor or
underwriter  shall be liable under this Section 6(b) for any amount in excess of
the net proceeds paid to such Investor or  underwriter in respect of shares sold
by it, and (ii) reimburse the Company for any legal or other  expenses  incurred
by the Company in connection with  investigating or defending any such action or
claim as such expenses are incurred.

     (c) Notice of  Claims,  etc.  Promptly  after  receipt  by a party  seeking
indemnification  pursuant to this Section 6 (an "Indemnified  Party") of written
notice of any


                                      -12-
<PAGE>

investigation,   claim,   proceeding   or  other  action  in  respect  of  which
indemnification  is being  sought  (each,  a  "Claim"),  the  Indemnified  Party
promptly  shall notify the party against whom  indemnification  pursuant to this
Section  6 is  being  sought  (the  "Indemnifying  Party")  of the  commencement
thereof;  but the omission to so notify the Indemnifying Party shall not relieve
it from any  liability  that it  otherwise  may have to the  Indemnified  Party,
except to the extent that the  Indemnifying  Party is materially  prejudiced and
forfeits  substantive  rights  and  defenses  by  reason  of  such  failure.  In
connection  with any  Claim as to which  both  the  Indemnifying  Party  and the
Indemnified  Party are  parties,  the  Indemnifying  Party  shall be entitled to
assume the defense thereof. Notwithstanding the assumption of the defense of any
Claim by the Indemnifying  Party, the Indemnified  Party shall have the right to
employ  separate  legal counsel and to participate in the defense of such Claim,
and the Indemnifying Party shall bear the reasonable fees,  out-of-pocket  costs
and expenses of such  separate  legal counsel to the  Indemnified  Party if (and
only if): (x) the  Indemnifying  Party shall have agreed to pay such fees, costs
and  expenses,  (y) the  Indemnified  Party  and the  Indemnifying  Party  shall
reasonably have concluded that  representation  of the Indemnified  Party by the
Indemnifying  Party by the same legal  counsel would not be  appropriate  due to
actual or, as reasonably  determined by legal counsel to the Indemnified  Party,
potentially  differing  interests  between  such  parties in the  conduct of the
defense  of such  Claim,  or if there  may be legal  defenses  available  to the
Indemnified  Party that are in addition to or disparate from those  available to
the  Indemnifying  Party,  or (z) the  Indemnifying  Party  shall have failed to
employ legal counsel  reasonably  satisfactory to the Indemnified Party within a
reasonable period of time after notice of the commencement of such Claim. If the
Indemnified Party employs separate legal counsel in circumstances  other than as
described in clauses (x), (y) or (z) above, the fees, costs and expenses of such
legal counsel shall be borne  exclusively by the  Indemnified  Party.  Except as
provided above, the  Indemnifying  Party shall not, in connection with any Claim
in the same  jurisdiction,  be liable for the fees and expenses of more than one
firm of counsel for the  Indemnified  Party  (together  with  appropriate  local
counsel).  The Indemnified Party shall not, without the prior written consent of
the  Indemnifying  Party (which  consent  shall not  unreasonably  be withheld),
settle or compromise any Claim or consent to the entry of any judgment that does
not  include  an  unconditional  release  of the  Indemnifying  Party  from  all
liabilities with respect to such Claim or judgment.

     (d) Contribution.  If the indemnification provided for in this Section 6 is
unavailable  to or  insufficient  to hold harmless an  Indemnified  Person under
subsection  (a) or (b)  above in  respect  of any  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof)  referred  to  therein,  then each
Indemnifying  Party  shall  contribute  to the  amount  paid or  payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities (or
actions in respect  thereof) in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and the Indemnified Party in connection
with the statements or omissions which resulted in such losses,  claims, damages
or liabilities  (or actions in respect  thereof),  as well as any other relevant
equitable  considerations.  The relative  fault of such  Indemnifying  Party and
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged  omission to state a material  fact relates to  information  supplied by
such Indemnifying  Party or by such Indemnified Party, and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement or omission.  The parties hereto agree that it would not be just
and equitable if


                                      -13-
<PAGE>

contribution  pursuant  to  this  Section  6(d)  were  determined  by  pro  rata
allocation (even if the Investors or any underwriters were treated as one entity
for such  purpose)  or by any other  method of  allocation  which  does not take
account of the equitable  considerations  referred to in this Section 6(d).  The
amount  paid or  payable  by an  Indemnified  Party as a result  of the  losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
shall be  deemed  to  include  any legal or other  fees or  expenses  reasonably
incurred by such Indemnified Party in connection with investigating or defending
any such  action or  claim.  No person  guilty of  fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation. The obligations of the Investors and any underwriters in this
Section 6(d) to contribute  shall be several in proportion to the  percentage of
Registrable  Securities registered or underwritten,  as the case may be, by them
and not joint.

     (e)  Notwithstanding  any other  provision  of this  Section 6, in no event
shall any (i)  Investor be required to  undertake  liability to any person under
this Section 6 for any amounts in excess of the dollar amount of the proceeds to
be  received  by such  Investor  from  the sale of such  Investor's  Registrable
Securities  (after  deducting  any fees,  discounts and  commissions  applicable
thereto)  pursuant to any  Registration  Statement under which such  Registrable
Securities are to be registered under the Securities Act and (ii) underwriter be
required  to  undertake  liability  to any Person  hereunder  for any amounts in
excess of the aggregate  discount,  commission or other compensation  payable to
such underwriter with respect to the Registrable  Securities  underwritten by it
and distributed pursuant to the Registration Statement.

     (f) The  obligations  of the  Company  under  this  Section  6 shall  be in
addition  to  any  liability  which  the  Company  may  otherwise  have  to  any
Indemnified  Person and the  obligations  of any  Indemnified  Person under this
Section 6 shall be in addition to any liability  which such  Indemnified  Person
may otherwise have to the Company.  The remedies  provided in this Section 6 are
not exclusive and shall not limit any rights or remedies  which may otherwise be
available to an indemnified party at law or in equity.

     7. Rule 144

     With a view to making  available to the  Investors the benefits of Rule 144
under  the  Securities  Act or any  other  similar  rule  or  regulation  of the
Commission  that may at any time permit the Investors to sell  securities of the
Company to the public without  registration  ("Rule 144"), the Company agrees to
use its best efforts to:

     (a) comply with the provisions of paragraph (c) (1) of Rule 144; and

     (b) file with the  Commission  in a timely  manner  all  reports  and other
documents  required to be filed by the  Company  pursuant to Section 13 or 15(d)
under the  Exchange  Act;  and,  if at any time it is not  required to file such
reports but in the past had been required to or did file such reports,  it will,
upon the request of any Investor,  make available other  information as required
by, and so long as  necessary  to permit  sales of, its  Registrable  Securities
pursuant to Rule 144.



                                      -14-
<PAGE>

     8. Assignment

     The rights to have the Company register Registrable  Securities pursuant to
this Agreement shall be automatically assigned by the Investors to any permitted
transferee of all or any portion of such  Registrable  Securities (or all or any
portion of any Preferred  Shares or Warrant of the Company which is  convertible
into such  securities)  only if: (a) the  Investor  agrees in  writing  with the
transferee  or assignee to assign such rights,  and a copy of such  agreement is
furnished to the Company within a reasonable time after such assignment, (b) the
Company  is,  within a  reasonable  time  after  such  transfer  or  assignment,
furnished with written notice of (i) the name and address of such  transferee or
assignee and (ii) the securities with respect to which such registration  rights
are being  transferred or assigned,  (c) immediately  following such transfer or
assignment,  the  securities  so  transferred  or assigned to the  transferee or
assignee  constitute  Restricted  Securities,  and (d) at or before the time the
Company received the written notice  contemplated by clause (b) of this sentence
the transferee or assignee agrees in writing with the Company to be bound by all
of the provisions contained herein.

     9. Amendment and Waiver

     Any provision of this Agreement may be amended and the  observance  thereof
may  be  waived  (either  generally  or  in a  particular  instance  and  either
retroactively  or  prospectively),  only with the written consent of the Company
and Investors who hold a majority-in-interest of the Registrable Securities. Any
amendment or waiver  effected in accordance with this Section 9 shall be binding
upon each Investor and the Company.

     10. Changes in Common Stock

     If, and as often as,  there are any  changes in the Common  Stock by way of
stock split, stock dividend, reverse split, combination or reclassification,  or
through merger,  consolidation,  reorganization or  recapitalization,  or by any
other means,  appropriate  adjustment shall be made in the provisions hereof, as
may be required, so that the rights and privileges granted hereby shall continue
with respect to the Common Stock as so changed.

     11. Miscellaneous

     (a) A person  or  entity  shall be  deemed  to be a holder  of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

     (b) If,  after the date hereof and prior to the  Commission  declaring  the
Registration  Statement to be filed pursuant to Section 2(a) effective under the
Securities  Act, the Company grants to any Person any  registration  rights with
respect to any Company  securities which are more favorable to such other Person
than those provided in this  Agreement,  then the Company  forthwith shall grant
(by means of an amendment to this Agreement or otherwise) identical registration
rights to all Investors hereunder.



                                      -15-
<PAGE>

     (c)  Except  as may be  otherwise  provided  herein,  any  notice  or other
communication  or delivery  required or permitted  hereunder shall be in writing
and shall be delivered personally or sent by certified mail, postage prepaid, or
by a nationally  recognized overnight courier service, and shall be deemed given
when so delivered  personally or by overnight  courier  service,  or, if mailed,
three days after the date of deposit in the United States mails, as follows:

                           (i)      if to the Company, to:

                                    Compositech Ltd.
                                    120 Ricefield Lane
                                    Hauppage, New York 11788
                                    Attention: Samuel Gross
                                    (516) 436-5200
                                    (516) 436-5203 (Fax)

                                    with a copy to:

                                    Patterson, Belknap, Webb & Tyler LLP
                                    1133 Avenue of the Americas
                                    New York, NY  10036
                                    Attention:  Edward F. Cox, Esq.
                                    (212) 336-2000
                                    (212) 336-2222 (Fax)

                           (ii)     if to the Initial Investor, to:

                                    The Shaar Fund Ltd.,
                                    c/o Levinson Capital Management
                                    2 World Trade Center, Suite 1820
                                    New York, NY  10048
                                    Attention:  Samuel Levinson
                                    (212) 432-7711
                                    (212) 432-7771 (Fax)

                                    with a copy to:

                                    Cadwalader, Wickersham & Taft
                                    100 Maiden Lane
                                    New York, NY 10038
                                    Attention:  Dennis J. Block, Esq.
                                    (212) 504-5555
                                    (212) 504-5557 (Fax)

                           (iii) if to any other  Investor,  at such  address as
         such Investor shall have provided in writing to the Company.



                                      -16-
<PAGE>

The  Company,  the Initial  Investor or any  Investor  may change the  foregoing
address by notice given pursuant to this Section 11(c).

     (d)  Failure  of any  party to  exercise  any right or  remedy  under  this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

     (e) THIS AGREEMENT  SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH
THE  LAWS  OF THE  STATE  OF NEW  YORK.  EACH  OF THE  PARTIES  CONSENTS  TO THE
JURISDICTION  OF THE FEDERAL  COURTS WHOSE  DISTRICTS  ENCOMPASS ANY PART OF THE
CITY OF NEW YORK OR THE STATE  COURTS OF THE  STATE OF NEW YORK  SITTING  IN THE
CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS AGREEMENT AND
HEREBY WAIVES,  TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION  INCLUDING
ANY  OBJECTION  BASED ON  FORUM  NON  CONVENIENS,  TO THE  BRINGING  OF ANY SUCH
PROCEEDING IN SUCH JURISDICTIONS.

     (f)  The  remedies  provided  in  this  Agreement  are  cumulative  and not
exclusive of any remedies provided by law. If any term,  provision,  covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an  alternative  means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

     (g) The  Company  shall not enter into any  agreement  with  respect to its
securities  that is  inconsistent  with the  rights  granted  to the  holders of
Registrable  Securities  in this  Agreement  or  otherwise  conflicts  with  the
provisions  hereof.  The  Company  is not  currently  a party  to any  agreement
granting any  registration  rights with respect to any of its  securities to any
person which  conflicts  with the Company's  obligations  hereunder or gives any
other party the right to include any  securities in any  Registration  Statement
filed  pursuant  hereto,  except  for such  rights  and  conflicts  as have been
irrevocably waived or as stated on Exhibit A. Without limiting the generality of
the  foregoing,  without  the  written  consent of the  holders of a majority in
interest  of the  Registrable  Securities,  the  Company  shall not grant to any
person the right to  request  it to  register  any of its  securities  under the
Securities  Act unless the rights so granted  are  subject in all respect to the
prior rights of the holders of Registrable  Securities set forth herein, and are
not otherwise in conflict or inconsistent with the provisions of this Agreement.
The restrictions on the Company's rights to grant registration rights under this
paragraph  shall  terminate on the date the  Registration  Statement to be filed
pursuant to Section 2(a) is declared effective by the Commission.



                                      -17-
<PAGE>

     (h)  This  Agreement,   the  Securities  Purchase  Agreement,   the  Escrow
Instructions,  dated as of a date even  herewith  (the  "Escrow  Instructions"),
between the Company, the Initial Investor and Cadwalader, Wickersham & Taft, the
Preferred  Shares and the Warrants  constitute  the entire  agreement  among the
parties  hereto  with  respect  to  the  subject  matter  hereof.  There  are no
restrictions,  promises, warranties or undertakings,  other than those set forth
or referred to herein. This Agreement,  the Securities  Purchase Agreement,  the
Escrow  Instructions,  the Certificate of Designation and the Warrants supersede
all prior agreements and  undertakings  among the parties hereto with respect to
the subject matter hereof.

     (i) Subject to the  requirements of Section 8 hereof,  this Agreement shall
inure to the benefit of and be binding upon the  successors  and assigns of each
of the parties hereto.

     (j) All  pronouns  and  any  variations  thereof  refer  to the  masculine,
feminine or neuter, singular or plural, as the context may require.

     (k) The headings in this  Agreement are for  convenience  of reference only
and shall not limit or otherwise affect the meaning thereof.

     (1) The Company acknowledges that any failure by the Company to perform its
obligations  under Section 3, or any delay in such  performance  could result in
direct  damages to the Investors and the Company agrees that, in addition to any
other liability the Company may have by reason of any such failure or delay, the
Company shall be liable for all direct damages caused by such failure or delay.

     (m) This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement. A facsimile transmission of this signed Agreement shall be legal
and binding on all parties hereto.


                            [SIGNATURE PAGE FOLLOWS.]



                                      -18-
<PAGE>

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed and delivered as of the date first above written.


                                          COMPOSITECH LTD.


                                          By:  /s/ Christopher F. Johnson
                                               --------------------------------
                                               Name:  Christopher F. Johnson
                                               Title: President and CEO


                                          THE SHAAR FUND LTD.


                                          By:  /s/  Samuel Levinson
                                               --------------------------------
                                               Name:  Samuel Levinson
                                               Title: Managing Director



                                      -19-