<PAGE>

                                                                     EXHIBIT 4.1

   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:  Fifty Thousand (50,000)

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

                         Void after December 31, 2003.

   1.    Issuance. This Warrant is issued to Focus Tech Investments, Inc. 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 $10.15313, of up to Fifty Thousand (50,000) fully paid and
nonassessable shares of Common Stock, $ .001 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. 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 be exercised in part, and the Holder
         ----------------
shall be entitled to receive a new warrant, which shall be dated as of the date
of this Warrant, covering the number of shares in respect of which this Warrant
shall not have been exercised.
<PAGE>

   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 31, 2003, 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 15, 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.   Mergers and Reclassifications.  If after the Original Issue Date there
         -----------------------------
   shall be any reclassification, capital reorganization or change of the Common
   Stock (other than as a result of a subdivision, combination or stock dividend
   provided for in Section 9 hereto), or any consolidation of the Company with,
   or merger of the company into, another corporation or other business
   organization (other than a consolidation or merger in which the Company is
   the continuing corporation and which does not result in any reclassification
   or change of the outstanding Common Stock), or any sale or conveyance to
   another corporation or other business organization of all or substantially
   all of the assets of the Company, then, as a condition of such
   reclassification, reorganization, change, consolidation, merger, sale or
   conveyance, lawful provisions shall be made, and duly executed documents
   evidencing the same from the Company or its successor shall be delivered to
   the Holder, so that the Holder shall thereafter have the right to purchase,
   at a total price not to exceed that payable upon the exercise of this Warrant
   in full, the kind and amount of shares of stock and other securities and
   property receivable upon such reclassification, reorganization, change
   consolidation, merger, sale or conveyance by a holder of the number of shares
   of Common Stock which might have been purchased by the Holder immediately
   prior to such reclassification, reorganization, change, consolidation,
   merger, sale or conveyance and in any such case appropriate provisions shall
   be made with respect to the rights and interest of the Holder to the end that
   the provisions hereof (including without limitation, provisions for the
   adjustment of the Purchase Price and the number of shares issuable hereunder)
   shall thereafter be applicable in relation to any shares of stock or other
   securities and property thereafter deliverable upon exercise hereof.
<PAGE>

   11.   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.

   12.   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.

   13.   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.

   14.   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.
<PAGE>

   15.   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 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.

   16.   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.

   17.   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.
<PAGE>

   18.   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.

   19.   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.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officers thereunto duly authorized as of May 15, 2001.


Dated:  New York, New York                      Constellation 3D, Inc.
        May 15, 2001

                                                By: /s/ Leonardo Berezowsky
                                                    -----------------------

                                                Name: Leonardo Berezowsky

                                                Title: Chief Financial Officer
<PAGE>

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:

_________________________
<PAGE>

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