Rights Agreement

Registration Rights Agreement Made and Entered Into as of the 16th Day Of

by Compositech Ltd
October 27th, 1997




     REGISTRATION  RIGHTS  AGREEMENT MADE AND ENTERED INTO AS OF THE 16TH DAY OF
OCTOBER, 1997




BY AND AMONG:                           COMPOSITECH LTD., a body corporate, duly
                                        incorporated  according  to the  laws of
                                        the State of  Delaware,  having its head
                                        office and  principal  place of business
                                        in the Hamlet of Hauppauge, State of New
                                        York

                                        (hereinafter    referred   to   as   the
                                        "Company" or "Compositech")

                                        PARTY OF THE FIRST PART


AND:                                    SOCIETE INNOVATECH DU GRAND MONTREAL,  a
                                        body politic, duly constituted according
                                        to An Act respecting  Societe Innovatech
                                        du Grand Montreal,  R.S.Q.,  ch. S-17.2,
                                        having  its head  office  and  principal
                                        place  of   business   in  the  City  of
                                        Montreal, Province of Quebec,

                                        (hereinafter      referred     to     as
                                        "Innovatech")

                                        PARTY OF THE SECOND PART


AND:                                    INDUSTRIES  DEVMA INC., a body  politic,
                                        duly   incorporated   according  to  the
                                        Companies Act (Quebec),  having its head
                                        office and  principal  place of business
                                        in the  City of  Montreal,  Province  of
                                        Quebec,

                                        (herein after referred to as "DEVMA")

                                        PARTY OF THE THIRD PART


AND:                                    FONDS DE SOLIDARITE DES  TRAVAILLEURS DU
                                        QUEBEC  (F.T.Q.),  a body politic,  duly
                                        incorporated   according   to  the   Act
                                        establishing the Fonds De Solidarite des
                                        Travailleurs du Quebec (F.T.Q.),  having
                                        its head office and  principal  place of
                                        business   in  the  City  of   Montreal,
                                        Province of Quebec,

                                        (hereinafter referred to as "Fonds")





                                        PARTY OF THE FOURTH PART


AND:                                    FONDS  REGIONAL  DE  SOLIDARITE  ILE  DE
                                        MONTREAL, limited partnership, a limited
                                        partnership  organized under the laws of
                                        the    Province   of   Quebec,    herein
                                        represented by Gestion du Fonds Regional
                                        de Solidarite Ile de Montreal, Inc., its
                                        general partner,  having its head office
                                        and  principal  place of business in the
                                        City of Montreal, Province of Quebec.

                                        (hereinafter refereed to as "FR")

                                        PARTY OF THE FIFTH PART


      SECTION 1. - PREAMBLE

      1.1  WHEREAS,   concurrently   with  the  execution  of  this   Agreement,
Innovatech,  Devma,  Fonds and FR have subscribed for shares of the common stock
of the Company, par value $.01 per share ("Company Shares");

      1.2 WHEREAS concurrently with the execution of this Agreement, Innovatech,
Devma,  Fonds,  FR and the  Company  have  subscribed  for common  shares in the
capital  stock of CTEK  Laminates  Inc., a Canadian  corporation  ("CTEK"),  and
whereas each of the  Investors may from time to time  subscribe  for  additional
common  shares in the capital  stock of CTEK (the  common  shares in the capital
stock of CTEK being hereinafter referred to as the "CTEK Shares");

      1.3 WHEREAS the Company has agreed to grant to each of Innovatech,  Devma,
Fonds and FR the right to  exchange  its CTEK  Shares  for  shares of the Common
Stock of the Company (the "Exchange Shares") on the terms and conditions set out
in the Stock Exchange Agreement;

      1.4 WHEREAS  Innovatech,  Devma,  Fonds and FR have agreed to grant to the
Company the right to cause  Innovatech,  Devma,  Fonds and FR to exchange  their
CTEK Shares for Exchange Shares on the terms and conditions set out in the Stock
Exchange Agreement;

      1.5 WHEREAS the Company has agreed to provide for the  registration of the
Company Shares and the Exchange  Shares on the terms and conditions  hereinafter
set forth;

                   NOW, THEREFORE, THIS AGREEMENT WITNESSETH:



                                      -2-




      SECTION 2. - DEFINITIONS

      2.1 Definitions. In this Agreement:

      2.1.1  Capitalized  terms used but not otherwise defined herein shall have
the meanings  ascribed  thereto in that certain  Shareholders  Agreement of even
date hereof by and among the parties hereto and CTEK.

      2.1.2 "Investors" shall mean, collectively,  Innovatech,  Devma, Fonds and
FR.

      2.1.3  "Management  Lock-ups"  shall  mean all  those  certain  agreements
entered into by Jonas  Medney,  Fred E. Klimpl,  Willard T.  Jackson,  Samuel S.
Gross, John F. Gahran, and James Taylor, the forms of which agreements was filed
as Exhibit 10.21 to Compositech's  Registration  Statement on Form SB-2 File No.
333-3564-NY.

      2.1.4 "Other  Securities"  shall have the meaning set forth in Section 4.4
below.

      2.1.5 "Registering  Investors" shall have the meaning set forth in Section
5.1(a)(ii) below.

      2.1.6  "Registrable  Securities"  shall  mean the  Company  Shares and the
Exchange  Shares and any securities of Compositech  distributed  with respect to
such shares.

      2.1.7  "Registration  Expenses"  shall mean all  expenses  incident to the
Company's   performance  of  or  compliance  with  the  registration  and  other
requirements  set forth in this Agreement  including,  without  limitation,  the
following:  (i) the fees,  disbursements  and  expenses  of all  counsel  to the
Company and all accountants in connection with the registration  statement,  any
preliminary  prospectus or final  prospectus,  any other offering  documents and
amendments  and  supplements  thereto  and the  mailing  and  delivery of copies
thereof to  underwriters  and dealers;  (ii) all expenses in connection with the
preparation,  printing and filing of the registration statement, any preliminary
prospectus or final  prospectus,  any other offering document and amendments and
supplements   thereto  and  the  mailing  and  delivery  of  copies  thereof  to
underwriters and dealers; (iii) the cost of printing or producing any agreements
among underwriters,  underwriting  agreements,  and blue sky or legal investment
memoranda, any selling agreements and any other documents in connection with the
offering, sale or delivery of the Registrable Securities to be disposed of; (iv)
all expenses in connection with the qualification of the Registrable  Securities
to be disposed of for offering and sale under state securities  laws,  including
the fees and  disbursements  of counsel for the  underwriters in connection with
such  qualification  and in  connection  with any blue sky and legal  investment
surveys; (v) fees, including,  without limitation,  any filing fees, incident to
securing any required review by the National  Association of Securities Dealers,
Inc. of the terms of the sale of the  Registrable  Securities  to be disposed of
(or any similar  review  required  by any other  market or exchange on which the
Registrable  Securities  then trade);  (vi) the cost and charges of any transfer
agent or registrar in connection  with the  registration of exchange or transfer
of  the  Registrable  Securities  to be  disposed  of;  (vii)  the  fees  of any
nationally recognized rating agency for rating the Registrable  Securities to be
disposed of; and (viii) all stock  exchange  listing  fees;  provided,  however,
that,



                                      -3-




notwithstanding  any of the above,  under no  circumstances  shall  Registration
Expenses  include fees,  disbursements or expenses of counsel to the Registering
Investors.

      2.1.8 "SA Person" shall have the meaning set forth in Section 4.2 below.

      2.1.9 "SEC" shall have the meaning set forth in Section 4.1 below.

      2.1.10 "Total Number of Includible  Securities" shall have the meaning set
forth in Section 4.4(b) below.

      SECTION 3. - EFFECTIVENESS

      3.1 Effectiveness of Registration Rights. The registration rights pursuant
to Section 4 hereof shall become effective on July 2, 1998, or such earlier date
that any of the Management  Lock-ups expire,  as the case may be (the "Effective
Date"),  and terminate (a) in the case of the Company Shares, two (2) years from
the date hereof, and (b) in the case of each Exchange Share, two (2) years after
its issuance pursuant to the Stock Exchange  Agreement (it being understood that
the  Exchange  Shares  may be  issued  from time to time for so long as any CTEK
Shares remain outstanding).

      3.2  Registration  Not  Required.  The Company  shall not be  obligated to
effect any  registration  pursuant to Section 4 hereof if the intended method or
methods of  disposition  of the  Registrable  Securities by the Investors may be
effected without  registration under the Securities Act of 1993, as amended (the
"Securities Act"), and any certificate  evidencing the Registrable Securities so
to be disposed  need not bear the  restrictive  legend with respect  thereto set
forth in the  Subscription  Agreement  among the Investors and the Company dated
the date hereof (the "U.S.  Subscription  Agreement")  and/or the Stock Exchange
Agreement,  as the case may be,  and the  Company  agrees to  promptly  take all
customary  actions  necessary  to permit such  disposition,  including,  without
limitation,   providing  the  Company's   transfer   agent  with  all  necessary
instructions,  and, to the extent  necessary,  causing counsel to the Company to
deliver an opinion that the Registrable  Securities may be reissued without such
legend.

      SECTION 4. - REGISTRATION

      4.1 Demand  Registration.  Upon written notice from time to time by any of
the  Investor(s)  (the  "Registering  Investors")  given no earlier than 90 days
prior to the Effective Date requesting that the Company effect the  registration
under the  Securities  Act of all or part of the  Registrable  Securities  owned
beneficially  and of record by the  Registering  Investors,  which  notice shall
specify  the  intended  method or methods  of  disposition  of such  Registrable
Securities,  and be  simultaneously  copied to any Investor not included in said
Registering Investors (the "Request Notification"), the Company shall be obliged
to file  with  the  U.S.  Securities  and  Exchange  Commission  (the  "SEC")  a
registration  statement  within 60 days of the Request  Notification and use its
commercially  reasonable best efforts to cause such registration statement to be
declared effective (as promptly as reasonably practicable, but in no event prior
to the  Effective  Date),  under the  Securities  Act, for  disposition  of such
Registrable  Securities and the Registrable  Securities of any other Investor(s)
requesting to include all or part of the Registrable Securities



                                      -4-




owned  beneficially and of record by it in such  registration  within 10 days of
receipt of the Request  Notification (such Investor(s) upon such request,  shall
also be  "Registering  Investors"),  in accordance  with the intended  method or
methods of disposition stated in such request notification; provided that:

          (a) if the Company shall have previously  effected a registration with
     respect to Registrable  Securities  pursuant to this Section 4.1 or Section
     4.4 below (and, in the case of registration  pursuant to Section 4.4 below,
     provided that,  subject to Section  4.4(b),  the Company has registered all
     Registrable  Securities requested by the Investors pursuant to Section 4.4)
     the Company shall not be required to effect a registration pursuant to this
     Section  4.1  until a  period  of 120  days  shall  have  elapsed  from the
     effective date of the most recent such previous registration;

          (b) if, in the reasonable  judgment of the Company,  a registration at
     the time and on the terms requested would adversely affect any financing by
     the  Company  that had been  planned by the  Company  prior to the  Request
     Notification,  the Company  shall not be required to file any  registration
     statement  pursuant to this Section 4.1 until 120 days after  completion or
     abandonment of such financing,  provided that the Company may not defer the
     filing of a  registration  statement  pursuant to this clause (b) or clause
     (d) below for more than 120 days in the aggregate in any 12-month period;

          (c) the Company shall not be required to file a registration statement
     if,  as a  result,  the  Company  would  be  required  to  include  in such
     registration  statement  (i) audited  financial  statements  as of any date
     other  than a fiscal  year end or any other  date as of which  the  Company
     shall  have  audited  financial  statements  or (ii)  pro  forma  financial
     statements  pursuant to Regulation S-X under the Securities Act if such pro
     forma statements cannot be reasonably  prepared in a timely fashion,  until
     such audited  financial  statements or such pro forma financial  statements
     have been prepared; provided that the Company shall use its best efforts to
     prepare within 90 days from the Request  Notification any audited financial
     statements or pro forma financial statements required to be included;

          (d) if the  Company  determines  in good  faith  that the  filing of a
     registration statement would require the disclosure of material information
     which the  Company has a good faith  business  purpose  for  preserving  as
     confidential or the Company is unable to comply with the SEC  requirements,
     the  Company  shall  not be  required  to file any  registration  statement
     pursuant  to this  Section 4.1 until the earlier of (i) the date upon which
     such material  information is disclosed to the public (it being  understood
     that nothing herein shall require such disclosure) or ceases to be material
     or (ii) 90 days after the  Company  makes  such good  faith  determination,
     provided  that the  Company  may not  defer the  filing  of a  registration
     statement pursuant to this clause (d) or clause (b) above for more than 120
     days in the aggregate in any 12-month period; and

          (e) any Investor which is not included among the Registering Investors
     in a given demand and who had not  notified  the Company  within 10 days of
     receipt of a copy of the Request Notification that it wished to include all
     or part of the Registrable  Securities owned  beneficially and of record by
     it shall be deemed for all purposes to have



                                      -5-




     waived,  and be precluded from exercising,  any registration  rights in the
     applicable registration pursuant to this Section 4.1; and

          (f) if, in any case, the Company shall under any of foregoing  clauses
     (a) through (d) postpone the filing of a registration  statement  requested
     by the Registering Investors,  it shall be a condition to such postponement
     that no executive  officer or director of the Company sell any shares owned
     beneficially  or of record by him during  the period of such  postponement,
     and the  Registering  Investors  shall  have the  right  for 30 days  after
     receipt  of  the  notice  of  postponement  to  withdraw  the  request  for
     registration by giving written notice to the Company,  and, in the event of
     such withdrawal,  such request for registration shall not be counted as one
     of the three (3) registrations contemplated under Section 4.3(b) below.

      4.2 Third  Person  Shares.  The Company  shall have the right to cause the
registration  of  securities  for sale for the account of any Person  within the
meaning  of  the  Securities  Act  (an  "SA  Person")  in  any  registration  of
Registrable Securities requested pursuant to this Section 4.

      4.3 Registration Expenses.

          (a) Subject to the  limitations  set forth under Section 4.3(b) below,
     the Company shall pay any and all Registration Expenses with respect to any
     such  registration;  provided the Registering  Investors shall bear (i) any
     and  all  transfer  taxes  applicable  to  their   respective   Registrable
     Securities  registered  thereunder,  and (ii) their respective  shares (pro
     rata in accordance with their respective numbers of Registrable  Securities
     relative to all securities  included in such  registration)  of any and all
     commissions,  discounts or other  compensation  payable to any underwriters
     (including fees and expenses of  underwriters'  counsel) in respect of such
     Registrable  Securities  and the fees and  expenses  of their own  counsel;
     provided,  however, that in no event shall the Investors be required to pay
     any  internal  costs of the Company or shall the Company be required to pay
     any internal costs of the Investors.

          (b)  Notwithstanding  anything to the contrary herein, the Company (i)
     shall only be required to pay Registration Expenses in respect of three (3)
     registrations  pursuant to Section  4.1,  and (ii) shall be required to pay
     all the  Registering  Investors'  Registration  Expenses  in respect of any
     registration  pursuant to Section 4.4 if the Company receives the Piggyback
     Request (as such term is defined below) in respect of such  registration on
     a date  prior to the date that it  receives  the  Request  Notification  in
     respect of the third  registration  pursuant to Section 4.1 (such date, the
     "Third  Notification  Date").  Accordingly,  if the  Company  (x)  shall be
     required  to effect more than three (3)  registrations  pursuant to Section
     4.1, or (y) shall be required to effect a registration  pursuant to Section
     4.4  pursuant to a Piggyback  Request  made on or after Third  Notification
     Date, each  Registering  Investor agrees to pay its portion of the expenses
     of any  such  additional  registration  pro  rata in  proportion  that  its
     Registrable  Securities included in such registration statement bear to the
     whole number of securities included in such registration statement.



                                      -6-




      4.4 Piggyback Registration. If the Company proposes to register any of its
voting securities ("Other Securities") for public sale under the Securities Act,
on a form  and in a  manner  which  would  permit  registration  of  Registrable
Securities for sale to the public under the Securities  Act, it will give prompt
written  notice to each of the Investors of its intention to do so, and upon the
written request (which request shall specify the Registrable Securities intended
to be  disposed  of by such  Investor  and the  intended  method of  disposition
thereof)  of any  Investor  delivered  to the  Company  within 10 days after the
giving of any such notice (the  "Piggyback  Request")  the Company  will use its
reasonable  efforts to effect,  in connection with the registration of the Other
Securities,  the  registration  under  the  Securities  Act of  all  Registrable
Securities which the Company has been so requested to register by the Investors,
to the  extent  required  to permit  the  disposition  (in  accordance  with the
intended method or methods  thereof as aforesaid) of the Registrable  Securities
so to be registered; provided that:

          (a) If, at any time after giving such written  notice of its intention
     to register any Other  Securities  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  the  Other
     Securities,  the Company may, at its election,  give written notice of such
     determination  to the Investors and thereupon the Company shall be relieved
     of its  obligations to register such  Registrable  Securities in connection
     with the registration of such Other Securities (but not from its obligation
     to pay Registration Expenses to the extent incurred in connection therewith
     as provided in Section 4.3), without prejudice,  however,  to the rights of
     the  Investors,  to  request  that  such  registration  be  effected  as  a
     registration under Section 4.1.

          (b) The Company  will not be required  to effect any  registration  of
     Registrable  Securities  under this Section 4.4 if, and to the extent that,
     the underwriters (or any managing  underwriter) shall advise the Company in
     writing  that,  in their  reasonable  opinion,  inclusion of such number of
     shares of Registrable  Securities  (after excluding from such  registration
     any Registrable Securities proposed to be included by any executive officer
     or director of the Company) will adversely affect the price or distribution
     of the securities to be offered solely for the account of the Company. Such
     advice shall include a statement as to the  underwriters'  (or any managing
     underwriter's)  opinion  as to the number of shares  which may be  included
     without  adversely  affecting the price or  distribution  of the securities
     solely for the account of the Company  (such total  number of shares  which
     such advice states may be so included being the "Total Number of Includible
     Securities").  The Company shall promptly furnish the Investors with a copy
     of such written advice. In the event that the number of shares requested to
     be included by Investors together with the number of other shares requested
     to be included by any selling  securityholders  (after  excluding from such
     registration  any  Registrable  Securities  proposed  to be included by any
     executive officer or director of the Company) requesting  inclusion of such
     securityholders'  securities pursuant to registration rights granted by the
     Company  exceeds the Total Number of Includible  Securities,  the aggregate
     number of shares of Registrable  Securities held by any Investors  entitled
     to be  included  in the public sale shall be the product of (i) a fraction,
     the  numerator of which is the total  number of such shares of  Registrable
     Securities  held by such Investors  requested to be included in such public
     sale and the  denominator  of which is the total number of such  Investor's
     shares of  



                                      -7-




     Registrable  Securities  requested  to be included in such public sale plus
     the  number  of  other   shares   requested   to  be   included   by  other
     securityholders   (including,  but  not  limited  to  other  Investors,  if
     applicable   (after  excluding  from  such   registration  any  Registrable
     Securities  proposed to be included by any executive officer or director of
     the Company))  pursuant to  registration  rights granted by the Company and
     (ii) the Total Number of Includible Securities.

          (c) The Company  shall not be required to effect any  registration  of
     Registrable   Securities   under  this  Section  4.4   incidental   to  the
     registration   of  any  of  its  securities  in  connection  with  mergers,
     acquisitions,  exchange offers,  subscription offers, dividend reinvestment
     plans or stock option or other employee benefit plans.

          (d) No  registration  of  Registrable  Securities  effected under this
     Section  4.4  shall  relieve  the  Company  of  its  obligation  to  effect
     registrations of Registrable Securities pursuant to Section 4.1.

      SECTION 5. - REGISTRATION PROCEDURES.

      5.1 Registration and Qualification.

          (a) If and whenever the Company is required to undertake to effect the
     registration  of any  Registrable  Securities  under the  Securities Act as
     provided  hereunder,   the  Company  will  as  promptly  as  is  reasonably
     practicable:

               (i) prepare,  file and cause to become  effective a  registration
          statement under the Securities Act for such Registrable  Securities in
          accordance with the applicable  time periods and other  conditions set
          forth in the relevant provision hereof;

               (ii)  prepare  and  file  with  the  SEC  such   amendments   and
          supplements to such registration  statement and the prospectus used in
          connection  therewith as may be  necessary  to keep such  registration
          statement   effective  and  to  comply  with  the  provisions  of  the
          Securities  Act with  respect to the  disposition  of all  Registrable
          Securities  until the earlier of such time as all of such  Registrable
          Securities  have been  disposed  of in  accordance  with the  intended
          methods  of   disposition   by  the   Investor(s)   included  in  such
          registration  (as the case may be, the  "Registering  Investors")  set
          forth in such  registration  statement or the  expiration  of 365 days
          after such registration statement becomes effective;

               (iii) furnish to the Registering Investors and to any underwriter
          of such Registrable Securities such number of conformed copies of such
          registration  statement  and of each  such  amendment  and  supplement
          thereto  (in the case of the  Registering  Investors  or any  managing
          underwriter,  including  all  exhibits),  such number of copies of the
          prospectus  included in such  registration  statement  (including each
          preliminary  prospectus and any summary prospectus) or filed under the
          Securities Act, in conformity with the  requirements of the Securities
          Act,  such



                                      -8-




          documents as may be  incorporated  by  reference in such  registration
          statement or prospectus,  and such other documents, as the Registering
          Investors or such underwriter may reasonably request;

               (iv) undertake to register or qualify all Registrable  Securities
          covered by such registration  statement under such other securities or
          blue sky laws of such  jurisdictions  as the Registering  Investors or
          any  underwriter  of  such  Registrable  Securities  shall  reasonably
          request,  and do any  and all  other  acts  and  things  which  may be
          necessary or reasonably advisable to enable the Registering  Investors
          or any underwriter to consummate the disposition in such jurisdictions
          of the Registering  Investors'  Registrable Securities covered by such
          registration statement, except that the Company shall not for any such
          purpose be required to qualify  generally  to do business as a foreign
          corporation in any jurisdiction wherein it is not so qualified,  or to
          subject itself to taxation in any such jurisdiction,  or to consent to
          general service of process in any such jurisdiction;

               (v) in  the  case  of  any  underwritten  offering,  cause  to be
          furnished to the Registering Investors and the underwriters, addressed
          to them, (A) an opinion of counsel for the Company,  dated the date of
          the  closing  under  the  underwriting   agreement   relating  to  any
          underwritten  offering,  and  (B) a  "comfort"  letter  signed  by the
          independent  accountants  who have  reported the  Company's  financial
          statements   included  in  such   registration   statement,   covering
          substantially  the same  matters  with  respect  to such  registration
          statement  (and the prospectus  included  therein) and, in the case of
          such  accountants'  letter,  with respect to events  subsequent to the
          date of such  financial  statements,  as are  customarily  covered  in
          opinions   of   issuer's   counsel   and  in   accountants'   letters,
          respectively,   delivered  to  underwriters  in  underwritten   public
          offerings of securities;

               (vi)  immediately  notify the  Registering  Investors at any time
          when a  prospectus  relating  to a  registration  hereunder  is or was
          required to be delivered under the Securities Act, of the happening of
          any  event  as a result  of  which  the  prospectus  included  in such
          registration  statement,  as then in effect,  includes  or included an
          untrue  statement of a material  fact or omits or omitted to state any
          material fact required to be stated therein or necessary, in the light
          of the circumstances then existing, to make the statements therein not
          misleading,  and  promptly  prepare  and  furnish  to the  Registering
          Investors  a  reasonable  number of copies  of a  supplement  to or an
          amendment  of  such  prospectus  as  may  be  necessary  so  that,  as
          thereafter delivered to the purchasers of such Registrable Securities,
          such  prospectus  shall not include an untrue  statement of a material
          fact or omit to state a material fact required to be stated therein or
          necessary,  in light of the circumstances  then existing,  to make the
          statements therein not misleading; and

               (vii) use reasonable  efforts  to do any and all  other  acts the
          Registering  Investors may reasonably  request and which are customary
          for a registration of equity securities.



                                      -9-




          (b) The Company may require the Registering  Investors to furnish such
     information  regarding the  Registering  Investors and the  distribution of
     such securities as the Company may from time to time reasonably  request in
     writing and as shall be required  by law or by the SEC in  connection  with
     any registration.

          (c) Each of the Registering Investors agrees that, upon receipt of any
     notice from the Company of the happening of any event of the kind described
     in Section 5.1(a)(vi) hereof, such Registering  Investor shall use its best
     efforts to discontinue  forthwith  disposition  of  Registrable  Securities
     pursuant to the registration statement covering such Registrable Securities
     until the Registering  Investor's receipt of the copies of the supplemented
     or amended prospectus contemplated by Section 5.1(a)(vi) hereof.

      5.2 Underwriting.

          (a) If  requested  by the managing  underwriter  for any  underwritten
     offering of Registrable  Securities  pursuant to a  registration  requested
     hereunder,  the Company will enter into an underwriting  agreement with the
     underwriters   for  such   offering,   such   agreement   to  contain  such
     representations  and  warranties  by the  Company  and such other terms and
     provisions as are  customarily  contained in  underwriting  agreements with
     respect  to  secondary   distributions,   including,   without  limitation,
     indemnities and contribution to the effect provided in Section 7 hereof and
     the provision of opinions of counsel and accountants' letters to the effect
     provided in Section 5.1(a)(v) hereof. The Registering  Investors shall be a
     party  to any  such  underwriting  agreement  and the  representations  and
     warranties by, and the other  agreements on the part of, the Company to and
     for the  benefit  of such  underwriters,  shall also be made to and for the
     benefit of the Registering Investors.

          (b) In the event that any  registration  pursuant to Section 4.4 shall
     involve,  in whole or in part, an  underwritten  offering,  the Company may
     require the Registrable  Securities to be included in such  underwriting on
     the  same  terms  and  conditions  as  shall  be  applicable  to the  Other
     Securities being sold through underwriters under such registration.  In any
     such  case,  the   Registering   Investors  shall  be  party  to  any  such
     underwriting agreement,  such agreement shall contain such representations,
     warranties and covenants by the Registering  Investors and such other terms
     and provisions as are customarily contained in underwriting agreements with
     respect  to  secondary   distributions,   including,   without  limitation,
     indemnities  and  contribution  to the effect provided in Section 7 hereof.
     The representations  and warranties in such underwriting  agreement by, and
     the other  agreements on the part of, the Company to and for the benefit of
     such  underwriters,  shall  also be made  to and  for  the  benefit  of the
     Registering Investors.

      SECTION 6. - PREPARATION; REASONABLE INVESTIGATION.

      In  connection  with  the  preparation  and  filing  of each  registration
statement hereunder registering Registrable Securities under the Securities Act,
the Company will give the Registering  Investors and the  underwriters,  if any,
and their respective counsel and accountants  (collectively,  the "Inspectors"),
such reasonable and customary access to its books and records



                                      -10-




(collectively,  the "Records") and such opportunities to discuss the business of
the Company  with its  officers  and the  independent  accountants  who have its
financial  statements as shall be necessary,  in the opinion of the  Registering
Investors  and such  underwriters  or their  respective  counsel,  to  conduct a
reasonable investigation within the meaning of the Securities Act. Records which
the Company  reasonably  determines to be confidential and which it notifies the
Inspectors in writing are confidential shall not be disclosed by the Inspectors.
Each of the Investors agrees that it will, upon learning that disclosure of such
Records  is  sought in a court of  competent  jurisdiction,  give  notice to the
Company.

      SECTION 7. - INDEMNIFICATION AND CONTRIBUTION.

          (a)  Indemnification  by the Company.  The Company agrees to indemnify
     and hold harmless each SA Person who  participates as an underwriter,  each
     of the  Registering  Investors,  each  of  their  respective  officers  and
     directors and each SA Person,  if any, who controls any such underwriter or
     the  Registering  Investors  within  the  meaning  of  Section  15  of  the
     Securities Act as follows:

               (i)  against  any  and  all  loss,  claim,   damage  and  expense
          whatsoever,  as  incurred,  arising  out of or  caused  by any  untrue
          statement or alleged untrue  statement of a material fact contained in
          any  registration  statement  (or any amendment  thereto)  pursuant to
          which Registrable Securities were registered under the Securities Act,
          including all  documents  incorporated  therein by  reference,  or the
          omission or alleged omission  therefrom of a material fact required to
          be stated  therein or  necessary  to make the  statements  therein not
          misleading  or arising out of any untrue  statement or alleged  untrue
          statement  or a material  fact  contained  in any  prospectus  (or any
          amendment or supplement  thereto) or the omission or alleged  omission
          therefrom of a material fact necessary in order to make the statements
          therein, in the light of the circumstances under which they were made,
          not misleading;

               (ii)  against  any and all loss,  liability,  claim,  damage  and
          expense whatsoever, as incurred, to the extent of the aggregate amount
          paid in settlement of any litigation,  or  investigation or proceeding
          by any governmental agency or body, commenced or threatened, or of any
          claim whatsoever based upon any such untrue statement or omission,  or
          any such alleged untrue  statement or omission,  if such settlement is
          effected with the written consent of the Company; and

               (iii) against  any  and  all  expense   whatsoever,  as  incurred
          (including  fees and  disbursements  of one (1)  counsel  only  chosen
          collectively  by the  Registering  Investors  or by any  underwriter),
          reasonably  incurred in investigating,  preparing or defending against
          any litigation,  or  investigation  or proceeding by any  governmental
          agency or body, commenced or threatened, or any claim whatsoever based
          upon any such untrue statement or omission, or any such alleged untrue
          statement or omission, to the extent that any such expense is not paid
          under clause (i) or (ii) above; provided, however, that this indemnity
          agreement  does not apply to any  loss,  liability,  claim,  damage or
          expense to the extent arising out of or



                                      -11-




          caused by any untrue statement or omission or alleged untrue statement
          or  omission  made in reliance  upon and in  conformity  with  written
          information  furnished to the Company by the Registering  Investors or
          any underwriter expressly for use in a registration  statement (or any
          amendment  thereto) or any  prospectus (or any amendment or supplement
          thereto);  and provided further that this indemnity agreement does not
          apply to any loss, liability,  claim, damage or expense arising out of
          or  caused  by  the  Registering   Investor's  continued  circulation,
          subsequent  to  the  Registering  Investor's  receipt  of  the  notice
          described in Section 5.1(a)(vi) hereof, of a prospectus  including the
          untrue  statement of a material fact or omission of a material fact as
          to which such notice was provided.

          (b)  Indemnification  by  the  Investors.   Each  of  the  Registering
     Investors  agrees  to  indemnify  and hold  harmless  the  Company  and any
     underwriter, and each of their respective directors and officers (including
     each  officer of the Company who signed the  registration  statement),  and
     each SA Person, if any, who controls the Company or any underwriter  within
     the meaning of Section 15 of the Securities Act,  against any and all loss,
     liability,  claim,  damage and expense described in the indemnity contained
     in Section 7a) hereof,  as incurred,  with respect to untrue  statements or
     omissions,  or  alleged  untrue  statements  or  omissions,   made  in  the
     registration statement (or any amendment thereto) or any prospectus (or any
     amendment or supplement  thereto) in reliance  upon and in conformity  with
     written information  furnished to the Company by such Registering  Investor
     expressly for use in the registration  statement (or any amendment thereto)
     or such prospectus (or any amendment or supplement thereto).

          (c)  Indemnification  by Underwriter.  Anything in Section 7(a) to the
     contrary  notwithstanding,   the  Company's  obligation  to  indemnify  any
     underwriter pursuant to Section 7(a) in an underwritten offering (or any SA
     Person controlling such underwriter within the meaning of Section 15 of the
     Securities Act) shall be conditioned upon the  underwriting  agreement with
     such  underwriter  containing an agreement by such underwriter to indemnify
     and hold harmless the Company and the  Registering  Investors,  and each of
     their  respective  directors  and officers  (including  each officer of the
     Company who signed the registration statement),  and each SA Person if any,
     who controls the Company,  or the Registering  Investors within the meaning
     of Section 15 of the Securities Act,  against any and all loss,  liability,
     claim,  damage and expense described in the indemnity  contained in Section
     7(a) hereof,  as incurred,  with respect to untrue statements or omissions,
     or  alleged  untrue  statements  or  omissions,  made  in the  registration
     statement (or any amendment thereto) or any prospectus (or any amendment or
     supplement  thereto)  in  reliance  upon  and in  conformity  with  written
     information  furnished to the Company by such underwriter expressly for use
     in the registration statement (or any amendment thereto) or such prospectus
     (or any amendment or supplement thereto).

          (d) Conduct of  Indemnification  Proceedings.  Each indemnified  party
     shall give prompt notice to each indemnifying party of any action commenced
     against it in  respect  of which  indemnity  may be sought  hereunder,  but
     failure so to notify an  indemnifying  party  shall not relieve it from any
     liability  which it may have  otherwise  than on account of this  indemnity
     agreement.  An indemnifying  party may, at its own expense,  participate in
     and



                                      -12-




     direct  the  defense of such  action.  In no event  shall the  indemnifying
     parties be liable for the fees and  expenses  of more than one  counsel for
     all  indemnified  parties in connection with any one action or separate but
     similar or related actions in the same jurisdiction arising out of the same
     general allegations or circumstances.

          (e)  Contribution.   In  order  to  provide  for  just  and  equitable
     contribution in circumstances in which the indemnity agreement provided for
     in this  Section  7 is for any  reason  held to be  unenforceable  although
     applicable  in  accordance  with its terms,  the Company,  the  Registering
     Investors and any  underwriter  shall  contribute to the aggregate  losses,
     liabilities,  claims,  damages and expenses of the nature  contemplated  by
     such indemnity agreement incurred by the Company, the Registering Investors
     and  any  underwriter,  in  such  proportions  that  the  underwriters  are
     responsible  for  that  portion  represented  by the  percentage  that  the
     underwriting  discount  appearing on the cover page of the prospectus bears
     to the initial public offering price appearing  thereon and the Company and
     the  Registering  Investors  are  responsible  for the  balance;  provided,
     however, that no SA Person guilty of fraudulent  misrepresentation  (within
     the meaning of Section  11(f) of the  Securities  Act) shall be entitled to
     contribution  from any SA  Person  who was not  guilty  of such  fraudulent
     misrepresentation, and provided further that as between the Company and the
     respective  Registering  Investors,  such parties  shall  contribute to the
     aggregate losses,  liabilities,  claims, damages and expenses of the nature
     contemplated  by such  indemnity  agreement in such  proportion as shall be
     appropriate to reflect (i) the relative  benefits  received by the Company,
     on the one hand,  and the  respective  Registering  Investors  on the other
     hand,  from  the  offering  of the  Registrable  Securities  and any  other
     securities  included in such  offering,  and (ii) the relative fault of the
     Company, on the one hand, and the respective Registering Investors,  on the
     other,  with respect to the statements or omissions  which resulted in such
     loss, liability, claim, damage or expense, or action in respect thereof, as
     well as any other relevant equitable considerations.  The relative benefits
     received by the Company,  on the one hand, and the  respective  Registering
     Investors on the other, with respect to such offering shall be deemed to be
     in the same  proportion as the sum of the total  purchase price paid to the
     Company  by  the  Registering  Investors  in  respect  of  the  Registrable
     Securities  plus the total net proceeds from the offering of any securities
     included  in such  offering  (before  deducting  expenses)  received by the
     Company  bears to the  amount  by which the  total  net  proceeds  from the
     offering of Registrable  Securities (before deducting expenses) received by
     the Investors with respect to such offering exceeds the purchase price paid
     to the Company in respect of the Registrable  Securities,  and in each case
     the net proceeds  received  from such  offering  shall be determined as set
     forth on the table to the cover page of the prospectus.  The relative fault
     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 the
     Company or the Registering  Investors,  the intent of the parties and their
     relative  knowledge,  access to information  and  opportunity to correct or
     prevent such  statement or omission.  Each of the Company and the Investors
     agrees that it would not be just and equitable if contribution  pursuant to
     this Section 7 were to be determined by pro rata allocation or by any other
     method  of  allocation  which  does not take  into  account  the  equitable



                                      -13-




     considerations  referred  herein.  For  purposes of this Section 7, each SA
     Person, if any, who controls Registering Investors or an underwriter within
     the meaning of Section 15 of the  Securities Act shall have the same rights
     to  contribution  as Registering  Investors or such  underwriter,  and each
     director  of the  Company,  each  officer  of the  Company  who  signed the
     registration  statement,  and each Person, if any, who controls the Company
     within the meaning of Section 15 of the  Securities Act shall have the same
     rights to contribution as the Company.

      SECTION 8. - PERMITTED ASSIGNMENT.

      An Investor may assign  rights  hereunder in  connection  with any sale of
Company Shares,  CTEK Shares and/or Exchange Shares which is consistent with the
restrictions and representations  contained in the U.S. Subscription  Agreement,
the Stock Exchange Agreement and the Shareholders Agreement,  provided that such
assignee shall have agreed in writing, satisfactory in form and substance to the
Company and its counsel,  to be bound hereby. From and after any such assignment
pursuant to this Section 8, reference herein to the Investors shall include such
permitted assignee or assignee.

      SECTION 9. - MISCELLANEOUS.

      9.1 Governing Law. This Agreement shall be governed in all respects by the
laws of the State of New York as they are applied to agreements  entered into in
New York between New York residents and performed entirely within New York.

      9.2 Further Assurances.  Each party upon the request of the others,  shall
do, execute, acknowledge and deliver or cause to be done, executed, acknowledged
or delivered all such further acts, deeds,  documents,  assignments,  transfers,
conveyances, powers of attorney and assurances as may be reasonably necessary or
desirable to effect complete  consummation of the  transactions  contemplated by
this Agreement.

      9.3  Successors  and  Assigns.  The  provisions  hereof shall inure to the
benefit  of  and be  binding  upon  the  parties  hereto  and  their  respective
successors,  assigns,  heirs,  executors and administrators.  The parties hereto
hereby  confirm that each  transferee  of any CTEK Shares shall benefit from the
Registration Rights contemplated in this Agreement provided that the transfer of
such CTEK Shares was made in conformity with the Shareholders Agreement and this
Agreement.

      9.4  Arbitration.  All  disputes or  controversies  between the parties in
respect of the validity, interpretation or performance of the provisions of this
Agreement  shall be definitive  dealt with using the rules of  conciliation  and
arbitration of the International Chamber of Commerce, by one or more arbitrators
appointed in  accordance  with said rules,  and to the  exclusion of any courts,
except for  injunctive  relief and any  provisional  remedy,  including  seizure
before judgment or attachment, which may be obtained from any court or tribunal.
Any  arbitration  proceeding  required  pursuant to the terms  hereof shall take
place in New  York,  New York and shall be  conducted  in both the  English  and
French language.



                                      -14-




      9.5  Notices.  All offers,  acceptances,  rejections,  notices,  requests,
authorizations,   permissions,  directions,  demands  and  other  communications
hereunder  shall be given  in  writing  and  shall  be given by  telecopier,  or
delivered by hand, to the other parties at the following addresses:

if to Devma:                 INDUSTRIES DEVMA INC.
                             600 de la Gauchetiere Street West
                             Suite 1700
                             Montreal, Quebec
                             H3B 4L8
                             Attention:  President
                             Telecopier: (514) 395-8055

if to Innovatech:            SOCIETE INNOVATECH DU GRAND MONTREAL
                             2020 University Avenue
                             Suite 1527
                             Montreal, Quebec
                             H3A 2A5
                             Attention:  President and Chief Executive Officer
                             Telecopier: (514) 864-4220

if to Fonds:                 FONDS DE SOLIDARITE DES TRAVAILLEURS
                             DU QUEBEC (F.T.Q.)
                             8717 Berri Street
                             Montreal, Quebec
                             H2M 2T9
                             Attention:  Vice President, Legal Affairs
                             Telecopier: (514) 383-2505
                             with a copy to:  Senior Vice President, Investments



                                      -15-




if to FR:                    FONDS REGIONAL DE SOLIDARITE ILE DE MONTREAL
                             255 St. Jacques Street West
                             3rd Floor
                             Montreal, Quebec
                             H2Y 1M6
                             Attention:
                             Telecopier:

if to the Company:           COMPOSITECH LTD.
                             120 Ricefield Lane
                             Hauppauge, New York  11788-2008
                             Attention:  Executive Vice President & Treasurer
                             Telecopier: (516) 436-5203

with a copy in all cases to: LAPOINTE ROSENSTEIN
                             1250 Rene-Levesque Blvd. West
                             Suite 1400
                             Montreal, Quebec
                             H3B 5E9
                             Attention:  Me. Claude Bergeron
                             Telecopier: (517) 925-9001

with a copy in all cases to: DONOVAN LEISURE NEWTON & IRVINE
                             30 Rockefeller Plaza
                             New York, New York  10112
                             Attention:  Edward F. Cox, Esq.
                             Telecopier: (212) 632-3315

Or at such other  address as the parties may have  previously  indicated  to the
others  parties in writing in conformity  with the  foregoing.  Any such notice,
request,  demand or other communication shall be deemed to have been received on
the date of delivery if delivered by hand, or the next Business Day  immediately
following the date of transmission  if sent by telecopier.  The original copy of
any  notice  sent my  telecopier  shall be  forwarded  to the other  parties  by
registered mail, receipt return requested.

      9.6 Delays.  When calculating the period of time within which or following
which any act is to be done or step taken  pursuant to this  Agreement,  the day
which is the reference day in calculating such period shall be excluded.  If the
day on which such delay  expires is not a Business  Day, then the delay shall be
extended to the next succeeding Business Day.

      9.7 Entire  Agreement:  Amendment.  This Agreement and the other documents
delivered  pursuant  hereto  constitutes the full and entire  understanding  and
agreement  between the parties with regard to the subjects hereof,  and no party
shall be  liable or bound to any other  party in any  manner by any  warranties,
representations  or  covenants  except as  specifically  set forth  herein or as
otherwise provided for herein. Except as expressly provided herein, neither this



                                      -16-




Agreement nor any term hereof may be amended, other than by a written instrument
signed by all the parties hereto.

      9.8 Gender.  Any  reference in this  Agreement to any gender shall include
both  genders and the  neutral,  and words used herein  importing  the  singular
number only shall include the plural and vice versa.

      9.9 Headings.  The division of this Agreement  into Sections,  subsections
and other  subdivisions,  and the insertion of headings are for  convenience  of
reference  only and  shall not  affect or be  utilized  in the  construction  or
interpretation of this Agreement.

      9.10  Waiver.  Any  waiver,  permit,  consent or  approval  of any kind or
character  on the  part  of any  party  of any  breach  or  default  under  this
Agreement,  or any  waiver  on  the  part  of any  party  of any  provisions  or
conditions of this Agreement,  must be in writing and shall be effective only to
the extent  specifically set forth in such writing.  All remedies,  either under
this Agreement or by law or otherwise afforded to any party, shall be cumulative
and not alternative.

      9.11  Preamble.  The preamble  hereof shall form an integral  part of this
Agreement.

      9.12  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same document.

      9.13  Severability.  In the event  that any  provision  of this  Agreement
becomes or is  declared  by a court of  competent  jurisdiction  to be  illegal,
unenforceable  or void,  this Agreement  shall continue in full force and effect
without said provision.

      IN WITNESS  WHEREOF,  the parties have signed at the place and on the date
first hereinabove mentioned.


INDUSTRIES DEVMA INC.                     FONDS DE SOLIDARITE DES
                                          TRAVAILLEURS DU QUEBEC (F.T.Q.)


Per:                                      Per: /s/Richard Bourget
    ------------------------------            ------------------------------
                                              Richard Bourget,
                                              Senior Vice President, Investments



                                      -17-




SOCIETE INNOVATECH DU GRAND               FONDS REGIONAL DE SOLIDARITE
MONTREAL                                  ILE DE MONTREAL, by its general 
                                          partner, Gestion  du Fonds  Regional
                                          de Solidarite Ile de Montreal Inc.


Per:                                      Per:
    ------------------------------            ------------------------------


COMPOSITECH LTD.


Per:
    ------------------------------
    Name:
    Title: