<PAGE>
EXHIBIT 4.10
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. Rene Hemouth, President
Winnburn Advisory
World Trade Center
10, route de l'Aeroport
P. O. Box 691
1215 Geneva 15, Switzerland
Re: CONVERSION OF WINNBURN ADVISORY 8% SERIES C CONVERTIBLE NOTE
TO MATURE OCTOBER 31, 2001.
Dear Mr. Hemouth:
This letter shall act as confirmation of your irrevocable agreement to convert
the outstanding Note of Winnburn Advisory ("Winnburn") 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 Winnburn 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
-----------------------
Michael Goldberg,
Director of Legal Affairs
Agreed to, accepted and acknowledged this 23rd day of August 2000.
WINNBURN ADVISORY
By: /s/ Rene Hemouth (SEAL)
----------------
Rene Hemouth,
President
