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                                                                Exhibit 4.5


                          RETAINED WARRANT CERTIFICATE


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: 100,000

                             CONSTELLATION 3D, INC.

                           Void after December 1, 2004

1.   Issuance.  This Warrant is issued to Sands Brothers & Co., 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 $3.67, of up to 100,000 fully paid and nonassessable shares
of Common Stock, $ .00001 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.

4.   Payment of Purchase Price; Cashless Exercise. 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.
Notwithstanding anything to the contrary contained in this Warrant, this Warrant
may be exercised at any time during the Exercise Period by presentation and
surrender of this Warrant to the Company at its principal executive offices with
a written notice of the holder's intention to effect a cashless exercise (a
"Cashless Exercise"). In the event of a Cashless Exercise, in lieu of
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paying the Exercise Price in cash, the holder shall surrender this Warrant for
that number of shares of Common Stock determined by the Company in good faith by
multiplying the number of Warrant Shares to which it would otherwise be entitled
by a fraction, the numerator of which shall be the difference, but not less than
zero between the then current Market Price per share of the Common Stock and the
Exercise Price, and the denominator of which shall be the then current Market
Price per share of Common Stock. "Market Price," as of any date, (i) means the
                                  ------------
average of the closing bid prices for the shares of Common Stock as reported on
the Nasdaq National Market by Bloomberg Financial Markets ("Bloomberg") for the
five (5) consecutive trading days immediately preceding such date, or (ii) if
the Nasdaq National Market is not the principal trading market for the shares of
Common Stock, the average of the closing bid prices reported by Bloomberg on the
principal trading market for the Common Stock during the same period, or, if
there is no bid price for such period, the last reported price reported by
Bloomberg for such period, or (iii) if the foregoing do not apply, the last
closing bid price of such security in the over-the-counter market on the pink
sheets or bulletin board for such security as reported by Bloomberg, or if no
closing bid price is so reported for such security, the last closing trade price
of such security as reported by Bloomberg, or (iv) if market value cannot be
calculated as of such date on any of the foregoing bases, the Market Price shall
be the average fair market value as reasonably determined by an investment
banking firm selected by the Company and reasonably acceptable to the holder,
with the costs of the appraisal to be borne by the Company. The manner of
determining the Market Price of the Common Stock set forth in the foregoing
definition shall apply with respect to any other security in respect of which a
determination as to market value must be made hereunder.

5.   Partial Exercise.  This Warrant may not be exercised in part.
     ----------------

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
     ----------------
December 1, 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.

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9.   Dividends. If after May 25, 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. If, upon exercise of this Warrant,
the Holder would, except as provided in this Section 12, be entitled to receive
a fractional share of Common Stock, then the Company shall make a cash payment
to the Holder equal to the quotient of (a) such fraction multiplied by (b) the
fair market value of a share of Common Stock as determined by the Company's
Board of Directors, in its sole discretion.

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.

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.

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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 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 a permitted 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

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     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
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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.

19.  Consolidation or Merger. In case of any consolidation of the Company with,
     -----------------------
or merger of the Company into, any other corporation, or in case of any sale or
conveyance of all or substantially all of the assets of the Company at any time
during the Exercise Period, then as a condition of such consolidation, merger or
sale or conveyance, adequate provision will be made whereby the holder of this
Warrant will have the right to acquire and receive upon exercise of this Warrant
in lieu of the shares of Common Stock immediately theretofore acquirable upon
the exercise of this Warrant, such shares of stock, securities, cash or assets
as may be issued or payable with respect to or in exchange for the number of
shares of Common Stock immediately theretofore acquirable and receivable upon
exercise of this Warrant had such consolidation, merger, sale or conveyance not
taken place. In any such case, the Company will make appropriate provision to
insure that the provisions of this Section 19 hereof will thereafter be
applicable as nearly as may be in relation to any shares of stock or securities
thereafter deliverable upon the exercise of this Warrant.

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     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its officers thereunto duly authorized:

Issued: New York, New York                    Constellation 3D, Inc.
        Effective May 31, 2001
                                              /s/ Ray Tellini
                                              ------------------------
                                              By: Ray Tellini
                                                  VP 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


To: ____________________                        Date: ___________________

         The undersigned hereby 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

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