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SANDS BROTHERS & CO., LTD.
INVESTMENT BANKERS
MEMBER NYSE
90 PARK AVENUE, NEW YORK, N.Y. 10016
(212) 697-5200 Toll Free (800) 866-6116 Fax (212) 697-9090
June 28, 2000
Constellation 3D, Inc.
230 Park Avenue, Suite 453
New York, NY 10169
Attn: Eugene Levich
President and CEO
Re: _____________________________
Dear Dr. Levich:
The parties hereto, Constellation 3D, Inc. (f/k/a C3D Inc.), a Florida
corporation (the "Company") and Sands Brothers & Co., Ltd., a Delaware
corporation ("Sands Brothers") have entered into (A) that certain placement
agency agreement (hereinafter the "Agency Agreement") dated as of December 1,
1999, as amended December 22, 1999, March 7, 2000, March 23, 2000, and April 17,
2000 and May 31, 2000, and as supplemented by that certain letter agreement
dated February 8, 2000 (hereinafter the "Agency Agreement") and (B) that certain
warrant Agreement dated as of December 1, 1999 as amended on March 23, 2000
,April 17, 2000, and May 31, 2000 (the "Warrant").
In connection therewith, the parties hereto agree that the Agency
Agreement is hereby amended as follows:
1. In the event the Company consummates any financing
transaction with Protocol Asset Management Trust, its subsidiaries or affiliates
(collectively, "Protocol") by the close of business on July 10, 2000, the
retention of Sands Brothers under the Agency Agreement shall become one of a
non-exclusive basis; provided, however, that in the event the Company
consummates one or more subsequent equity and/or debt financing transaction(s)
(each a "Subsequent Financing") with any third party other than through Sands
Brothers ("Third Party Financing Source"), the Company shall pay to Sands
Brothers at the time of consummation of such Subsequent Financing, a fee equal
to 40% of the aggregate fees ( cash and securities) which the Company pays
nothing or which may be payable to the Third Party Financing Source(s) in
connection with the Subsequent Financing. In the event no fees are paid or are
payable to a Third Party Financing
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Source in connection with the Subsequent Financing (e.g., the Third Party
Financing Source makes a direct principal investment into the Company), Sands
Brothers shall be paid a fee equal to 40% of the fees, expenses and warrants
otherwise payable under the Agency Agreement.
2. Subject to the provisions of paragraph 1 above, in the
event the Company fails to consummate a financing transaction with Protocol for
any reason, other than due to force majeure events or the failure of the Company
to accept $31 million in readily available funds from Protocol, the retention of
Sands Brothers under the Agency Agreement shall become one of a non- exclusive
basis. In such event the Company shall have no obligation to supply Sands
Brothers with respect to any potential sources of financing, and Sands Brothers
shall not be entitled to any fees, expenses or warrants with respect to any
financing sources except those financing sources brought directly or indirectly
by Sands Brothers.
3. Except as set forth herein, the Agency Agreement (and the
protections of Sources (as defined therein) up through the date hereof) and the
Warrant shall remain in full force and effect.
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IN WITNESS WHEREOF, the Company and Sands Brothers have caused this
Agreement to be executed by its duly authorized representative.
CONSTELLATION 3D, INC. SANDS BROTHERS & CO., LTD
By: E. Levich By: /s/ Mark Hollo
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Name: Name
Title: Title: Managing Director
Date: 6/28/00 Date: 6/28/00
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