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EXHIBIT 4.11
LOGO
CONSTELLATION 3D, INC.
www.c-3d.net
Please respond to:
Office of the Director of Legal Affairs
2625 NE 11th Court
Fort Lauderdale, FL 33304
Tel. (954) 568-3007
Fax (954) 565-4673
E-mail [email protected]
August 23, 2000
Mr. David Craven
Epicenter Venture Finance Ltd.
World Trade Center
10, route de l'Aeroport
P. O. Box 691
1215 Geneva 15, Switzerland
Re: CONVERSION OF EPICENTER VENTURE FINANCE LTD. 8% SERIES C CONVERTIBLE
NOTE FOR US$300,000 TO MATURE OCTOBER 31, 2001.
Dear Mr. Craven:
This letter shall act as confirmation of your irrevocable agreement to convert
the outstanding Note of Epicenter Venture Finance Ltd. ("Epicenter") to Common
Stock in Constellation 3D, Inc. ("C3D" or the "Company") on the same terms and
conditions as the investment of Halifax Fund, L.P. ("Halifax"), which was
concluded earlier today. The price of your conversion shall be at ten and 15/100
($10.15) U.S. dollars.
Further, the Company agrees to include the stock issued to Epicenter pursuant to
your conversion in the Form S-1 registration statement, which we expect to file
with the SEC no later than September 22, 2000.
Sincerely,
CONSTELLATION 3D, INC.
By: /s/ Michael Goldberg (SEAL)
---------------------
Michael Goldberg,
Director of Legal Affairs
Agreed to, accepted and acknowledged this 23rd day of August 2000.
EPICENTER VENTURE FINANCE LTD.
By: /s/ David Craven (SEAL)
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David Craven
