Exhibit 10.47

                                SECOND AMENDMENT
                                       TO
                          REGISTRATION RIGHTS AGREEMENT

     THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the "Second
Amendment") is made and entered into as of this 28th day of July, 1999, between
COMPOSITECH LTD., a Delaware corporation (the "Company") and the Purchasers
thereto (each of whom is individually referred to as a "Purchaser" and all of
whom collectively are referred to as the "Purchasers"), pursuant to an
Additional Closing as contemplated in the Purchase Agreement (defined below).
Capitalized terms used and not otherwise defined in this Second Amendment shall
have the meanings ascribed to them in the Registration Rights Agreement or the
Purchase Agreement, as amended.

                                   Background

     The Company has previously authorized the issuance, sale, and delivery of
up to $1,500,000 in original principal amount of the Company's Series 1 Secured
Convertible Bridge Financing Notes (the "Bridge Notes") in the Series 1 Bridge
Note Purchase And Security Agreement (the "Purchase Agreement") dated March 16,
1999, by and among the Company and the Purchasers. In connection with the sale
and issuance of the Bridge Notes that may be converted into shares of common
stock ("Common Stock") of the Company, the Company has also issued warrants to
Purchasers of the Bridge Notes that may also be converted into Common Stock
under certain circumstances. As part of its obligations under the Purchase
Agreement, the Company and Purchasers executed a Registration Rights Agreement
(the "Registration Rights Agreement") dated March 16, 1999, providing for the
registration of the Common Stock, as amended by that certain First Amendment to
Registration Rights Agreement dated April 21, 1999 and executed by the Company
and certain Purchasers in connection with the Second Closing. The parties now
wish to conduct an Additional Closing under the Purchase Agreement
contemporaneously herewith, are further amending the Purchase Agreement in
accordance therewith, and also wish to further amend the Registration Rights
Agreement to provide for a change in timing for the filing of a Registration
Statement.

                                    Agreement


     For and in consideration of the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and each Purchaser hereby agree as
follows:

                       Article 1. Amendment of Section 2.

     Section 1.1. Amendment of Text to Article 2 of Registration Rights
Agreement. Article 2 "Registration" shall be amended by deleting the first
sentence in its entirety and replacing it with the following:

     "The Company shall prepare and file with the SEC a Registration Statement
or Registration Statements (as is necessary) on Form S-3 (or, if such form is
unavailable for such a registration, on such other form as is available for such
a registration, subject to the consent of each Purchaser and the provisions of
Section 2(e), which consent will not be unreasonably withheld), covering the
resale of all of the Registrable Securities, on or before the thirtieth (30th)
day following the Third Closing Date (the "Filing Deadline")."


                                      -1-
<PAGE>

     Section 1.2. No Further Amendment. Except as provided above in this Second
Amendment, the Purchase Agreement and all its original terms, covenants,
conditions, and agreements shall remain in full force and effect as originally
executed by the parties thereto all of whom shall continue to be bound by the
terms thereof.

                            Article 2. Miscellaneous.

     Section 2.1. Entire Agreement. Amendments. This Agreement supersedes all
other prior oral or written agreements between the Purchasers under this Third
Closing, the Company, their affiliates and persons acting on their behalf with
respect to the matters discussed herein, and this Second Amendment to
Registration Rights Agreement, and the instruments referenced herein and therein
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 any Purchaser makes any representation,
warranty, covenant, or undertaking with respect to such matters other than those
contained in the Registration Rights Agreement, as amended, or the Purchase
Agreement, as amended, as applicable, both of which remain in full force and
effect as if made on the date hereof. No provision of this Second 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 Second Amendment shall be governed by and
interpreted in accordance with the laws of the State of New York without regard
to the 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 Second 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 Second
Amendment must be in writing and given as more fully provided for in Section 11
of the Registration Rights Agreement.

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


                                      -2-
<PAGE>

                             COMPANY SIGNATURE PAGE
                                       TO
                                SECOND AMENDMENT
                                       TO
                          REGISTRATION RIGHTS AGREEMENT


                                   COMPANY

                                   COMPOSITECH, LTD.


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


                                      -3-
<PAGE>

                            PURCHASER SIGNATURE PAGE
                                       TO
                                SECOND AMENDMENT
                                       TO
                          REGISTRATION RIGHTS AGREEMENT


                                      PURCHASER


                                      SOVCAP EQUITY PARTNERS LTD.


                                      By: /s/ Barry W. Herman
                                          -----------------------

                                      Name: Barry W. Herman

                                      Title: President

================================================================================
                                    SOVCAP EQUITY PARTNERS LTD.
Purchaser Name Address and          Cumberland House
Facsimile Number                    #27 Cumberland Street
                                    P.O. Box CB 13016
                                    Nassau, New Providence, The Bahamas
--------------------------------------------------------------------------------

Principal Amount of  Bridge Notes   USD$830,000.00
Purchased
--------------------------------------------------------------------------------
                                    Balboni Law Group LLC
Purchaser's Legal Counsel           3475 Lenox Road, NE, Suite 990
Address and                         Atlanta, Georgia 30326  USA
Facsimile Number                    Fax No.: (404) 812-3101
================================================================================

<PAGE>

                            PURCHASER SIGNATURE PAGE
                                       TO
                                SECOND AMENDMENT
                                       TO
                          REGISTRATION RIGHTS AGREEMENT


                                      PURCHASER


                                      ARAB COMMERCE BANK, LTD.


                                      By:/s/ A. De Nazareth
                                         ---------------------

                                      Name: A. De Nazareth

                                      Title: Secretary

================================================================================
                                    Arab Commerce Bank, Ltd.
Purchaser Name Address and          P.O. Box 309, Grand Cayman
Facsimile Number                    Cayman Islands
                                    London Fax No.: 0171-437-2413
--------------------------------------------------------------------------------

Principal Amount of Bridge Notes    USD$100,000.00
Purchased
--------------------------------------------------------------------------------

Purchaser's Legal Counsel
Address and
Facsimile Number
================================================================================

<PAGE>

                            PURCHASER SIGNATURE PAGE
                                       TO
                                SECOND AMENDMENT
                                       TO
                          REGISTRATION RIGHTS AGREEMENT


                                      PURCHASER


                                      CORRELLUS INTERNATIONAL LTD.


                                      By: /s/ Jan Lander
                                          ------------------------

                                      Name: Jan Lander

                                      Title: Director

================================================================================
                                    Correllus International Ltd.
Purchaser Name Address and          Calle Azucera 37
Facsimile Number                    Torreblanca Del Sol
                                    296 40 Fuengirola
                                    Spain
                                    Fax No.: (34) 95 2477043
--------------------------------------------------------------------------------

Principal Amount of Bridge Notes    USD$200,000.00
Purchased
--------------------------------------------------------------------------------

Purchaser's Legal Counsel
Address and
Facsimile Number
================================================================================

<PAGE>

                            PURCHASER SIGNATURE PAGE
                                       TO
                                SECOND AMENDMENT
                                       TO
                          REGISTRATION RIGHTS AGREEMENT


                                      PURCHASER


                                      BRONIA GmbH


                                      By: /s/ Bernard Muller
                                          ----------------------

                                      Name: Bernard Muller

                                      Title: President

================================================================================
                                    Bronia GmbH
Purchaser Name Address and          Baarerstrasse 73, Postfach 2515
Facsimile Number                    6302 Zug
                                    Switzerland
--------------------------------------------------------------------------------

Principal Amount of Bridge Notes    USD$250,000.00
Purchased
--------------------------------------------------------------------------------

Purchaser's Legal Counsel
Address and
Facsimile Number
================================================================================