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AMENDMENT AND SUPPLEMENT TO COMMON STOCK INVESTMENT-
TERM SHEET
On August 17, 2000, TCO Investment Inc. (hereinafter the "Investor") and
Constellation 3D, Inc. (hereinafter "C3D") entered into a Common Stock
Investment agreement (the "Common Stock Agreement") by which the Investor
purchased 25,000 shares of Common Stock of C3D at $10.00 per share.
Investor and C3D wish to amend and supplement the Common Stock Agreement to
provide to Investor five (5) year warrants to purchase C3D's Common Stock at an
exercise price equal to 100% of the price of the Common Stock at the time of
closing. For every one (1) share purchased, the Investor will receive a warrant
to purchase one (1) share of Common Stock.
The warrants will be issued as follow:
Guldborg International 15,000
Erlengut,
CH 5600 Lenzburg 1,
Switzerland
Farpell Inc. 10,000
Misiones 1487 , planta baja
Montevideo
Uruguay
The Common Stock Agreement and this Amendment supersede all other prior or
written agreements between the Investor and C3D, and contain the entire
understanding of the parties with respect to the matters covered herein and
therein. No provision may be amended other than by an instrument in writing
signed by C3D and the Investor, and no provision may be waived other than by an
instrument in writing signed by the party against whom enforcement is sought.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
as of August 18, 2000.
Constellation 3D, Inc. TCO INVESTMENT INC.
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/s/Ronen Yaffe /s/ Pablo Berezovsky
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By: Ronen Yaffe By:
Title: Treasurer Title: By Proxy
