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                                                                Exhibit 4.3


THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR OTHERWISE. THIS WARRANT SHALL NOT
CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE
SECURITIES ARE "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS
PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.


                         COMMON STOCK PURCHASE WARRANT

                           Number of Shares: 120,000

                            CONSTELLATION 3D, INC.
                            ----------------------

                            Void after May 29, 2004

1.   Issuance. This Warrant is issued to Clearview Capital (UK) Ltd. by
     --------
     Constellation 3D, Inc., a Delaware corporation (hereinafter with its
     successors called the "Company").

2.   Purchase Price; Number of Shares. Subject to the terms and conditions
     --------------------------------
     hereinafter set forth, the registered holder of this Warrant (the
     "Holder"), is entitled upon surrender of this Warrant with the subscription
     form annexed hereto duly executed, at the office of the Company, at 805
     Third Avenue - 14th Floor, New York, NY 10022, or such other office as
     the Company shall notify the Holder of in writing, to purchase from the
     Company at a price per share (the "Purchase Price") of $.01, of up to
     120,000 fully paid and nonassessable shares of Common Stock, $ .0001 par
     value, of the Company (the "Common Stock"). Until such time as this Warrant
     is exercised in full or expires, the Purchase Price and the securities
     issuable upon exercise of this Warrant are subject to adjustment as
     hereinafter provided.

3.   Exercisability. This Warrant will become exercisable upon the execution
     --------------
     hereof by the Company. The Company shall cause its transfer agent to issue
     and deliver the Common Stock to the Holder within five (5) business days
     following notice of exercise by the Holder.

4.   Payment of Purchase Price. Payment of the Purchase Price of the shares
     -------------------------
     shall be by certified check or cashier's check or by wire transfer (of same
     day funds) to an account designated by the Company in an amount equal to
     the Exercise Price multiplied by the number of shares being purchased.

5.   Partial Exercise.  This Warrant may not be exercised in part.
     ----------------
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6.   Issuance Date. The person or persons in whose name or names any certificate
     -------------
     representing shares of Common Stock is issued hereunder shall be deemed to
     have become the holder of record of the shares represented thereby as at
     the close of business on the date this Warrant is exercised with respect to
     such shares, whether or not the transfer books of the Company shall be
     closed. Until such time as this Warrant is exercised in whole or in part,
     the Holder hereof shall have no rights as a shareholder of the Company.

7.   Expiration Date. This Warrant shall expire at the close of business on May
     ---------------
     29, 2004, and shall be void thereafter.

8.   Reserved Shares; Valid Issuance. The Company covenants that it will at all
     -------------------------------
     times from and after the date hereof reserve and keep available such number
     of its authorized shares of Common Stock, free from all preemptive or
     similar rights therein, as will be sufficient to permit the exercise of
     this Warrant in full. The Company further covenants that such shares as may
     be issued pursuant to the exercise of this Warrant will, upon issuance, be
     validly issued, fully paid and nonassessable and free from all taxes, liens
     and charges with respect to the issuance thereof.

9.   Dividends. If after May 29, 2001 (the "Original Issue Date") the Company
     ---------
     shall subdivide the Common Stock, by split-up or otherwise, or combine the
     Common Stock, or issue additional shares of Common Stock in payment of a
     stock dividend on the Common Stock, the number of shares issuable on the
     exercise of this Warrant shall forthwith be proportionately increased in
     the case of a subdivision or stock dividend, or proportionately decreased
     in the case of a combination, and the Purchase Price shall forthwith be
     proportionately decreased in the case of a subdivision or stock dividend,
     or proportionately increased in the case of a combination.

10.  Fractional Shares. In no event shall any fractional share of Common Stock
     -----------------
     be issued upon any exercise of this Warrant.

11.  Certificate of Adjustment. Whenever the Purchase Price is adjusted, as
     -------------------------
     herein provided, the Company shall promptly deliver to the Holder a
     certificate either from the Company's President and its Treasurer or from a
     firm of independent public accountants setting forth the Purchase Price
     after such adjustment and setting forth a brief statement of the facts
     requiring such adjustment.
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12.  Notices of Record Date, Etc.  In the event of:
     ----------------------------

     a.   any taking by the Company of a record of the holders of any class of
     securities for the purpose of determining the holders thereof who are
     entitled to receive any dividend or other distribution, or any right to
     subscribe for, purchase or otherwise acquire any shares of stock of any
     class or any other securities or property, or to receive any other right,

     b.   any reclassification of the capital stock of the Company, capital
     reorganization of the Company, consolidation or merger involving the
     Company, or sale or conveyance of all or substantially all of its assets,
     or

     c.   any voluntary or involuntary dissolution, liquidation or winding-up of
     the Company, then and in each such event the Company will mail or cause to
     be mailed to the Holder a notice specifying (i) the date on which any such
     record is to be taken for the purpose of such dividend, distribution or
     right, and stating the amount and character of such dividend, distribution
     or right, or (ii) the date on which any such reclassification,
     reorganization, consolidation, merger, sale or conveyance, dissolution,
     liquidation or winding-up is to take place, and the time, if any, is to be
     fixed, as of which the holders of record in respect of such event are to be
     determined. Such notice shall be mailed at least 20 days prior to the date
     specified in such notice on which any such action is to be taken. Failure
     to give such notice, or any defect therein, shall not affect the legality
     or validity of any dividend or distribution, or of any such transaction.

13.  Amendment. The terms of this Warrant may be amended, modified or waived
     ---------
     only with the written consent of the Company and the holders of Warrants
     representing at least two-thirds of the number of shares of Common Stock
     then issuable upon the exercise of the Warrants. No such amendment,
     modification or waiver shall be effective as to this Warrant unless the
     terms of such amendment, modification or waiver shall apply with the same
     force and effect to all of the other Warrants then outstanding.

14.  Warrant Register; Transfers, Etc.
     --------------------------------

     a.   The Company will maintain a register containing the names and
     addresses of the registered holders of the Warrants. The Holder may change
     its address as shown on the warrant register by written notice to the
     Company requesting such change. Any notice or written communication
     required or permitted to be given to the Holder may be given by certified
     mail or delivered to the Holder at its address as shown on the warrant
     register.

     b.   This Warrant may not be transferred or assigned in whole or in part
     without the prior written consent of the Company, and without compliance
     with all applicable federal and state securities laws by the transferor and
     the transferee. Subject to all of the restrictions of the prior sentence,
     title to this Warrant may be
<PAGE>

     transferred by endorsement (by the Holder executing the Assignment form
     annexed hereto) and delivery in the same manner as a negotiable instrument
     transferable by endorsement and delivery. Upon surrender of this Warrant to
     the Company, together with the assignment hereof properly endorsed, for
     transfer of this Warrant as an entirety by the Holder, the Company shall
     issue a new warrant of the same denomination to the assignee. Upon
     surrender of this Warrant to the Company, together with the assignment
     hereof properly endorsed, by the Holder for transfer with respect to a
     portion of the shares of Common Stock purchasable hereunder, the Company
     shall issue a new warrant to the assignee, in such denomination as shall be
     requested by the Holder hereof, and shall issue to such Holder a new
     warrant covering the number of shares in respect of which this Warrant
     shall not have been transferred.

     c.   In case this Warrant shall be mutilated, lost, stolen or destroyed,
     the Company shall issue a new warrant of like tenor and denomination and
     deliver the same (i) in exchange and substitution for and upon surrender
     and cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant
     lost, stolen or destroyed, upon receipt of evidence reasonably satisfactory
     to the Company of the loss, theft or destruction of such Warrant (including
     a reasonably detailed affidavit with respect to the circumstances of any
     loss, theft or destruction) and of indemnity reasonably satisfactory to the
     Company, provided, however, that so long as the original holder of this
     Warrant is the registered holder of this Warrant, no indemnity shall be
     required other than its written agreement to indemnify the Company against
     any loss arising from the issuance of such new warrant.

15.  No Impairment. The Company will not, by amendment of its Articles of
     -------------
     Incorporation or through any reclassification, capital reorganization,
     consolidation, merger, sale or conveyance of assets, dissolution,
     liquidation, issue or sale of securities or any other voluntary action,
     avoid or seek to avoid the observance or performance of any of the terms of
     this Warrant, but will at all times in good faith assist in the carrying
     out of all such terms and in the taking of all such action as may be
     necessary or appropriate in order to protect the rights of the Holder.

16.  Governing Law. The provisions and terms of this Warrant shall be governed
     -------------
     by and construed in accordance with the internal laws of the State of New
     York.

17.  Successors and Assigns. This Warrant shall be binding upon the Company's
     ----------------------
     successors and assigns and shall inure to the benefit of the Holder's
     successors, legal representatives and permitted assigns.

18.  Business Days. If the last or appointed day for the taking of any action
     -------------
     required or the expiration of any right granted herein shall be a Saturday
     or Sunday or a legal holiday in the State of Delaware, then such action may
     be taken or right may be exercised on the next succeeding day which is not
     a Saturday or Sunday or such a legal holiday.
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its officers thereunto duly authorized as of May 29, 2001.

         Dated: New York, New York              CONSTELLATION 3D, INC.
         May 29, 2001

                                                /S/ RAYMOND P. TELLINI
                                                ----------------------
                                                By: Raymond P. Tellini
                                                    Vice-President of Finance
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ASSIGNMENT


     For value received __________________ hereby sells, assigns and transfers
unto ________________________ assigns and transfers unto________________________
________________________________________________________________________________
[Please print or typewrite name and address of Assignee]
________________________________________________________________________________
the within Warrant, and does hereby irrevocably constitute and appoint
_________________ its attorney to transfer the within Warrant on the books of
the within named Company with full power of substitution on the premises.


Dated: __________________

In the presence of:

________________________
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SUBSCRIPTION/NOTICE OF EXERCISE


To: ____________________                             Date: ___________________

     The undersigned hereby exercises the Warrant dated May 29, 2001 subscribes
for _______ shares of Common Stock covered by this Warrant. The certificate(s)
for such shares shall be issued in the name of the undersigned or as otherwise
indicated below:

                                                 ____________________________
                                                 Signature

                                                 ____________________________
                                                 Name for Registration

                                                 ____________________________
                                                 Mailing Address